NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF BUSINESS AND BASIS OF PRESENTATION
In this report, the term “Verso” refers to Verso Corporation, which is the ultimate parent entity and the issuer of Class A common stock listed on the New York Stock Exchange. Verso is the sole member of Verso Holding LLC, which is the sole member of Verso Paper Holding LLC. Verso does not have any assets, liabilities, operations or cash flows, other than investment in subsidiaries. As used in this report, the term “Verso Holding” refers to Verso Holding LLC, and the term “Verso Paper” refers to Verso Paper Holding LLC. The term for any such entity includes its direct and indirect subsidiaries when referring to the entity’s consolidated financial condition or results. Unless otherwise noted, references to “the Company,” “we,” “us,” and “our” refer to Verso.
Nature of Business — Verso’s core business platform is as a producer of graphic paper, specialty paper, packaging paper and Northern Bleached Hardwood Kraft, or “NBHK,” pulp. Verso’s products are used primarily in media and marketing applications, including catalogs, magazines, commercial printing applications, such as high-end advertising brochures and direct-mail advertising, and specialty applications, such as flexible packaging and label and converting. Verso’s NBHK pulp is used to manufacture printing, writing and specialty paper grades, tissue and other products. Verso operates in the pulp and paper market segments. However, Verso determined that the operating income (loss) of the pulp segment is immaterial for disclosure purposes. In 2018, 2019 and 2020, pulp net sales and gross margin, excluding depreciation and amortization expense, were each less than 10% of respective consolidated balances. Verso’s assets are utilized across segments in an integrated mill system and are not identified by segment or reviewed by management on a segment basis. Verso operates primarily in one geographic location, North America.
Sale of Androscoggin Mill and Stevens Point Mill — On November 11, 2019, Verso and Verso Paper entered into a membership interest purchase agreement, or the “Purchase Agreement,” with Pixelle Specialty Solution LLC, or “Pixelle,” whereby Verso and Verso Paper agreed to sell to Pixelle, or the “Pixelle Sale,” or "Sale of Androscoggin/Stevens Point Mills," all of the outstanding membership interests in Verso Androscoggin, LLC an indirect wholly owned subsidiary of Verso and the entity that, as of the closing date of the Pixelle Sale, held all the assets primarily related to Verso’s Androscoggin Mill located in Jay, Maine, and Stevens Point Mill, located in Stevens Point, Wisconsin. The transaction was approved by Verso’s stockholders on January 31, 2020 and closed on February 10, 2020 (see Note 4). As consideration for the Pixelle Sale, Verso received $352 million in cash, which reflected certain adjustments related to our estimates of cash, indebtedness and working capital of Verso Androscoggin, LLC and Pixelle assumed $37 million of Verso’s unfunded pension liabilities, which reflected certain adjustments in connection with the completed transfer of the unfunded pension liabilities during the year ended December 31, 2020. The Pixelle Sale reduced the aggregate annual production capacity of Verso’s mills by approximately 660,000 tons. The Androscoggin and Stevens Point mills together represented approximately 22% of Verso’s revenues for the year ended December 31, 2019.
Idle of Duluth Mill and Wisconsin Rapids Mill — On June 9, 2020, Verso announced plans to indefinitely idle its mills in Duluth, Minnesota and Wisconsin Rapids, Wisconsin, while exploring viable and sustainable alternatives for both mills. Those alternatives included restarting, selling or permanently closing one or both mills. To assist in evaluating the possible sale of these idled mills, Verso has been working with outside advisors. Verso’s decision to reduce production capacity was driven by the accelerated decline in graphic paper demand, primarily resulting from the COVID-19 pandemic. The “stay-at-home” and other orders related to the COVID-19 pandemic have significantly reduced the use of print advertising in various industries, including retail, sports, entertainment and tourism. The production capacity of the Duluth Mill is approximately 270,000 tons of supercalendered/packaging paper and the production capacity of the Wisconsin Rapids Mill is approximately 540,000 tons of coated and packaging paper. Verso idled production at the Duluth Mill on July 1, 2020 and at the Wisconsin Rapids Mill on July 27, 2020. In the third quarter of 2020, Verso recognized $3 million in severance and benefit costs, included in Costs of products sold, associated with the idling of our Duluth Mill and in fourth quarter of 2020, Verso recognized $5 million in severance and benefit costs, included in Costs of products sold, associated with the idling of the Wisconsin Rapids Mill. Verso continues to operate the facility at the Wisconsin Rapids Mill to convert paper produced at the Quinnesec and Escanaba mills to sheets for the commercial print market. See Note 14 and Note 18 for additional information.
COVID-19 Pandemic — The outbreak of coronavirus disease, or “COVID-19”, which was declared by the World Health Organization to be a global pandemic, is impacting worldwide economic activity. In an effort to contain and combat the spread of COVID-19, government and health authorities around the world have taken extraordinary and wide-ranging actions,
including orders to close all businesses not deemed essential, quarantines and “stay-at-home” orders. Although some of these governmental restrictions have since been lifted or scaled back, recent surges of COVID-19 and the discovery of new variants of the virus may lead to restrictions being implemented in an effort to reduce the spread of COVID-19. Verso serves as an essential manufacturing business and, as a result, Verso’s mills have continued to be operational during this time in order to meet the ongoing needs of its customers, including those in other essential business sectors, which provide food, medical and hygiene products needed in a global health crisis. The guidelines and orders enacted by federal, state and local governments have impacted demand from retailers, political campaigns, and sports and entertainment events, driving reduced purchases of printed materials and substantially impacting Verso’s graphic paper business.
Verso’s COVID-19 preparedness and response team has been monitoring the pandemic and related events and preparing and implementing responses in accordance with the Centers for Disease Control and Prevention, or “CDC,” and the Occupational Safety and Health Administration, or “OSHA,” recommendations as well as federal, state and local guidelines.
While Verso cannot reasonably estimate the full impact of COVID-19 on the business, financial position, results of operations and cash flows, the pandemic will continue to have a negative impact on business and financial results. The full extent to which COVID-19 impacts Verso’s operations will depend on future developments, which are highly uncertain, including, among others, the duration of the outbreak, new information that may emerge concerning the severity of COVID-19 and the actions taken, especially those by governmental authorities, to contain its spread or treat its impact including the availability, effectiveness and/or public acceptance of any U.S. Food and Drug Administration approved COVID-19 vaccines.
Basis of Presentation — This report contains the Consolidated Financial Statements of Verso as of December 31, 2019 and 2020, and for the years ended December 31, 2018, 2019 and 2020. Intercompany balances and transactions are eliminated in consolidation.
Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or “GAAP,” requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.
Revenue Recognition — Verso generates revenue through product sales, and shipping terms generally indicate when the performance obligation has been fulfilled and control of products has been passed to the customer. Verso’s revenue transactions consist of a single performance obligation to transfer promised goods. Verso has pricing agreements with certain customers. These agreements usually define the mechanism for determining the sales price but do not impose a specific quantity on either party. Quantities to be delivered to the customer are determined at a point near the date of delivery through purchase orders or other written instructions Verso receives from the customer. Spot market sales are made through purchase orders or other written instructions. Revenue is recognized when a performance obligation has been fulfilled, which is typically when shipped from the mills or warehouses. For sales with shipping terms that transfer control at the destination point, revenue is recognized when the customer receives the goods and the performance obligation is complete. For sales with shipping terms that transfer control at the shipping point with Verso bearing responsibility for freight costs to the destination, Verso determined that a single performance obligation is fulfilled and revenue is recognized when the goods ship.
Revenue is measured as the consideration expected to be received in exchange for transferring product. Verso reduces the revenue recognized for estimated returns and other customer credits, such as discounts and volume rebates, based on the expected value to be realized. Verso does not have any significant payment terms as payment is received shortly after the point of sale. With respect to variable consideration, the amount of consideration expected to be received and revenue recognized includes the most likely amount of credits based on historical experience and terms of the arrangements. Revenues are adjusted at the earlier date of when the most likely amount of consideration expected to be received changes or as the consideration becomes fixed. Verso recognizes the cost of freight and shipping, when control has transferred to the customer, as fulfillment activities, in Cost of products sold on the Consolidated Statements of Operations. Sales taxes collected from customers are excluded from revenues. Incidental costs that are immaterial within the context of the contract are expensed when incurred.
The following table presents the revenue disaggregated by product included in Net sales on the Consolidated Statements of Operations:
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|
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|
Year Ended December 31,
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(Dollars in millions)
|
2018
|
|
2019
|
|
2020
|
Paper
|
$
|
2,476
|
|
|
$
|
2,224
|
|
|
$
|
1,175
|
|
Pulp
|
139
|
|
|
117
|
|
|
118
|
|
Packaging
|
67
|
|
|
103
|
|
|
66
|
|
Net sales
|
$
|
2,682
|
|
|
$
|
2,444
|
|
|
$
|
1,359
|
|
The following table presents the revenue disaggregated by sales channel included in Net sales on the Consolidated Statements of Operations:
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|
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|
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|
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|
|
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|
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|
Year Ended December 31,
|
(Dollars in millions)
|
2018
|
|
2019
|
|
2020
|
End-users and Converters
|
$
|
1,091
|
|
|
$
|
1,119
|
|
|
$
|
476
|
|
Brokers and Merchants
|
1,172
|
|
|
936
|
|
|
641
|
|
Printers
|
419
|
|
|
389
|
|
|
242
|
|
Net sales
|
$
|
2,682
|
|
|
$
|
2,444
|
|
|
$
|
1,359
|
|
Two customers together accounted for 30%, 25% and 33% of Verso’s net sales for the years ended December 31, 2018, 2019 and 2020, respectively.
Shipping and Handling Costs — Shipping and handling costs, such as freight to customer destinations, are included in Cost of products sold on the Consolidated Statements of Operations. When the sales price includes charges to customers for shipping and handling, such amounts are included in Net sales.
Planned Major Maintenance Costs — Costs for all repair and maintenance activities are expensed in the month that the related activity is performed or goods received under the direct expense method of accounting.
Environmental Costs and Obligations — In accordance with ASC Topic 410, Asset Retirement and Environmental Obligations, and ASC Topic 450, Contingencies, costs associated with environmental obligations, such as remediation costs, are accrued when such costs are probable and reasonably estimable. Such accruals are adjusted as further information develops or circumstances change. The ultimate aggregate financial impact with respect to these matters is subject to many uncertainties and could be material, but management cannot reasonably estimate the total amount or range of potential liability and additional costs at this time (see Note 16).
Equity Compensation — Verso accounts for equity awards in accordance with Accounting Standards Codification, or “ASC,” Topic 718, Compensation – Stock Compensation. ASC Topic 718 requires employee equity awards to be accounted for under the fair value method. Accordingly, share-based compensation is measured at the grant date based on the fair value of the award. Verso uses the straight-line attribution method to recognize share-based compensation over the service period of the award. Restricted stock units generally vest over 1 to 4 years. Verso has elected to recognize forfeitures as an adjustment to compensation expense in the same period as they occur.
Income Taxes — Verso accounts for income taxes using the liability method pursuant to ASC Topic 740, Income Taxes. Under this method, Verso recognizes deferred tax assets and liabilities for the expected tax consequences of temporary differences between the tax bases of assets and liabilities and reported amounts using enacted tax rates in effect for the year the differences are expected to reverse. Verso regularly reviews deferred tax assets for recoverability based upon an analysis of all positive and negative evidence, including expected future book income based on historical data and the expected timing of the reversals of existing temporary differences. Although realization is not assured, management believes it is more likely than not that the recorded deferred tax assets, as adjusted for income tax valuation allowances, will be realized. Verso evaluates uncertain tax positions annually and considers whether the amounts recorded for income taxes are adequate to address its tax risk profile. Verso analyzes the potential tax liabilities of specific transactions and tax positions based on management’s judgment as to the expected outcome.
Earnings Per Share — Verso computes earnings per share by dividing net income or net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share is
computed by dividing net income or net loss by the weighted average number of shares outstanding, after giving effect to potentially dilutive common share equivalents outstanding during the period. Potentially dilutive common share equivalents are not included in the computation of diluted earnings per share if they are anti-dilutive.
Fair Value of Financial Instruments — The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued and other liabilities approximate fair value due to the short maturity of these instruments. Verso determines the fair value of debt based on market information and a review of prices and terms available for similar obligations. See Note 9 and Note 12 for additional information regarding fair value.
Verso uses fair value measurements for the initial recording of certain assets and liabilities, periodic remeasurement of certain assets and liabilities and disclosures. Fair value is generally defined as the exit price at which an asset or liability could be exchanged in a current transaction between willing, unrelated parties, other than in a forced or liquidation sale.
The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions used to value the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
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▪ Level 1:
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Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.
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▪ Level 2:
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Observable inputs other than those included in Level 1. For example, quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets.
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▪ Level 3:
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Unobservable inputs reflecting management’s own assumption about the inputs used in pricing the asset or liability at the measurement date.
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Cash and Cash Equivalents — Cash and cash equivalents can include highly liquid investments with a maturity of three months or less at the date of purchase.
Accounts Receivable — Verso maintains an allowance for doubtful accounts for estimated losses resulting from the inability of customers to make required payments. Verso manages credit risk related to trade accounts receivable by continually monitoring the creditworthiness of customers to whom credit is granted in the normal course of business. Trade accounts receivable balances were $145 million and $82 million at December 31, 2019 and 2020, respectively. Two customers together accounted for 25% of accounts receivable as of December 31, 2019 and two customers together accounted for 30% of accounts receivable as of December 31, 2020.
Verso establishes allowance for doubtful accounts based upon factors surrounding the credit risks of specific customers, historical trends and other information. Based on this assessment, an allowance is maintained that represents what is believed to be ultimately uncollectible from such customers. The allowance for doubtful accounts was less than $1 million at both December 31, 2019 and 2020.
Verso has accounts receivable factoring arrangements with a third-party financial institution. These arrangements do not contain recourse provisions which would obligate Verso in the event of its customers’ failure to pay. Receivables are considered sold when they are transferred beyond the reach of Verso and its creditors, the purchaser has the right to pledge or exchange the receivables and Verso has surrendered control over the transferred receivables. For the year ended December 31, 2019, Verso incurred factoring fees of less than $2 million in connection with $165 million of accounts receivables sold without recourse. For the year ended December 31, 2020, Verso incurred factoring fees of less than $1 million in connection with $78 million of accounts receivables sold without recourse. These fees were included in Other operating (income) expense on the Consolidated Statements of Operations.
Inventories and Replacement Parts and Other Supplies — Inventory values include all costs directly associated with manufacturing products such as materials, labor and manufacturing overhead. These values are presented at the lower of cost or net realizable value. Costs of raw materials, work-in-process and finished goods are determined using the first-in, first-out method. Replacement parts and other supplies are valued using the average cost method and are reflected in Inventories on the Consolidated Balance Sheets (see Note 3).
Property, Plant and Equipment — Property, plant and equipment is stated at cost, net of accumulated depreciation. Interest is capitalized on projects meeting certain criteria and is included in the cost of the assets. The capitalized interest is depreciated over the same useful lives as the related assets (see Note 5).
Depreciation and amortization are computed using the straight-line method for all assets over the assets’ estimated useful lives. Estimated useful lives are as follows:
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(Years)
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Buildings and building improvements
|
|
20 - 40
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Land improvements
|
|
10 - 20
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Machinery and equipment
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|
3 - 20
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Furniture and office equipment
|
|
10
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Computer hardware and software
|
|
3 - 7
|
Leasehold improvements
|
|
Over the shorter of the lease term or the useful life of the improvements
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Intangible Assets — Verso accounts for intangible assets in accordance with ASC Topic 350, Intangibles – Goodwill and Other. The intangible assets are comprised of customer relationships with a useful life of 10 years and trademarks with a five-year useful life. Both are amortized on a straight-line basis. The fair value of trademarks was determined based on the Relief from Royalty method. Verso assumed a royalty rate of 0.25% and a five-year economic life for trademarks. The rate was based on analysis of market information.
Impairment of Long-Lived Assets — Long-lived assets are reviewed for impairment upon the occurrence of events or changes in circumstances that indicate that the carrying value of the assets may not be recoverable, as measured by comparing their net book value to the estimated undiscounted future cash flows generated by their use. Impaired assets are recorded at estimated fair value, determined principally using discounted cash flows.
Deferred Issuance Costs — Debt issuance costs are included in Long-term debt as a reduction of the carrying amount of outstanding debt. Revolving credit facility debt issuance costs in excess of outstanding long-term debt are included in Intangibles and other assets, net on the Consolidated Balance Sheets. Debt issuance costs for term debt are amortized to interest expense using the effective interest method. Debt issuance costs for revolving debt are amortized to interest expense ratably over the life of the facility.
Asset Retirement Obligations — In accordance with ASC Topic 410, Asset Retirement and Environmental Obligations, a liability and an asset are recorded equal to the present value of the estimated costs associated with the retirement of long-lived assets where a legal or contractual obligation exists. The liability is accreted over time and the asset is depreciated over its useful life. Verso’s asset retirement obligations under this standard relate primarily to closure and post-closure costs for landfills. Costs of future expenditures for asset retirement obligations are discounted to their present value when the timing of expected cash flows are reliably determinable. Revisions to the liability could occur due to changes in the estimated costs or timing of closure or possible new federal or state regulations affecting the closure.
As of December 31, 2019 and 2020, $2 million of restricted cash was included in Intangibles and other assets, net on the Consolidated Balance Sheets related to asset retirement obligations in the state of Michigan. These cash deposits are required by the state and may only be used for the future closure of a landfill.
The following table presents activity related to asset retirement obligations for the periods presented. Long-term obligations are included in Other long-term liabilities and current portions are included in Accrued and other liabilities on the Consolidated Balance Sheets:
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|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
2019
|
|
2020
|
Asset retirement obligations, beginning balance
|
$
|
14
|
|
|
$
|
16
|
|
|
|
|
|
Settlement of existing liabilities
|
—
|
|
|
—
|
|
Accretion expense
|
2
|
|
|
1
|
|
Adjustments to existing liabilities (1)
|
—
|
|
|
(9)
|
|
|
|
|
|
Asset retirement obligations, ending balance
|
16
|
|
|
8
|
|
Less: Current portion
|
(1)
|
|
|
—
|
|
Non-current portion of asset retirement obligations, ending balance
|
$
|
15
|
|
|
$
|
8
|
|
(1) Includes $7 million in asset retirement obligations that were assumed by the buyer in the Pixelle Sale (see Note 4).
In addition to the above obligations, Verso may be required to remove certain materials from facilities or to remediate them in accordance with current regulations that govern the handling of certain hazardous or potentially hazardous materials. At this time, Verso believes that adequate information does not exist to reasonably estimate any such potential obligations. Accordingly, no liability for such remediation has been recorded.
Retirement benefits — Retirement plans cover substantially all of Verso’s employees. The defined benefit plans are funded in conformity with the funding requirements of applicable government regulations. Unrecognized prior service costs and actuarial gains and losses are amortized on a straight-line basis over the estimated remaining service periods of employees. Certain employees are covered by defined contribution plans. The employer contributions to these plans are based on a percentage of employees’ compensation or employees’ contributions.
Accumulated Other Comprehensive Income (Loss) — The following table summarizes the changes in Accumulated other comprehensive income (loss) by balance type for the years ended December 31, 2018, 2019 and 2020:
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|
|
|
(Dollars in millions)
|
|
Accumulated other comprehensive income as of December 31, 2017
|
$
|
132
|
|
Pension and other postretirement adjustment, net
|
(19)
|
|
Reclassification of stranded tax effects (ASU 2018-02)
|
7
|
|
Net decrease in other comprehensive income
|
(12)
|
|
Accumulated other comprehensive income as of December 31, 2018
|
120
|
|
Pension adjustment, net
|
2
|
|
Net increase in other comprehensive income
|
2
|
|
Accumulated other comprehensive income as of December 31, 2019
|
122
|
|
Pension adjustment, net
|
(62)
|
|
Net decrease in other comprehensive income
|
(62)
|
|
Accumulated other comprehensive income as of December 31, 2020
|
$
|
60
|
|
Correction of previously reported amounts — Subsequent to the original issuance of the Company’s 2019 Consolidated Financial Statements, Verso identified two adjustments necessary to correct deferred tax assets associated with Property, plant and equipment, net and Pension benefit obligation, on the Consolidated Balance Sheet as of December 31, 2019 and Income tax expense (benefit) on the Consolidated Statement of Operations for the year ended December 31, 2019. These errors occurred due to the incorrect measurement of the state deferred tax assets relating to bonus depreciation and the incorrect application of the tax accounting for the minimum pension liability in Accumulated other comprehensive income. Management believes that the impact of these adjustments is immaterial to the previously issued Consolidated Financial Statements, based on an evaluation of both quantitative and qualitative factors. As a result, Verso corrected Deferred tax assets and Retained earnings (deficit) on the Consolidated Balance Sheet as of December 31, 2019, and Income tax expense (benefit) and Net income (loss) on the Consolidated Statement of Operations for the year ended December 31, 2019, reducing each by $26 million. Additionally, Verso corrected Income (loss) per common share on the Consolidated Statement of Operations for the year ended December 31, 2019, Retained earnings (deficit) and Total stockholders’ equity (deficit) as of December 31, 2019 on the Consolidated Statement of Changes in Stockholders’ Equity (Deficit) and Net income (loss) and Deferred taxes for the year ended December 31, 2019 on the Consolidated Statement of Cash Flows, to reflect the impact of this matter.
The following table presents the as corrected line items in the Consolidated Balance Sheet as of December 31, 2019:
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|
|
|
|
|
|
December 31, 2019
|
(Dollars in millions)
|
As Reported
|
|
As Corrected
|
Deferred tax assets
|
$
|
118
|
|
|
$
|
92
|
|
Total assets
|
$
|
1,721
|
|
|
$
|
1,695
|
|
Retained earnings
|
$
|
198
|
|
|
$
|
172
|
|
Total equity
|
$
|
1,013
|
|
|
$
|
987
|
|
Total liabilities and equity
|
$
|
1,721
|
|
|
$
|
1,695
|
|
The following table presents the as corrected line items in the Consolidated Statement of Operations for the year ended December 31, 2019:
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|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(Dollars in millions, except per share amounts)
|
As Reported
|
|
As Corrected
|
Income tax expense (benefit)
|
$
|
(117)
|
|
|
$
|
(91)
|
|
Net income (loss)
|
$
|
96
|
|
|
$
|
70
|
|
Income (loss) per common share:
|
|
|
|
Basic
|
$
|
2.78
|
|
|
$
|
2.03
|
|
Diluted
|
$
|
2.74
|
|
|
$
|
2.00
|
|
The following table presents the as corrected line items in the Consolidated Statement of Cash Flows for the year ended December 31, 2019:
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|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
(Dollars in millions)
|
As Reported
|
|
As Corrected
|
Net income (loss)
|
$
|
96
|
|
|
$
|
70
|
|
Deferred taxes
|
$
|
(117)
|
|
|
$
|
(91)
|
|
The corrections above do not have an effect on net cash provided by operating activities or used in investing or financing activities on the Consolidated Statement of Cash Flows for the year ended December 31, 2019. See Note 11, Note 15 and Note 17 for further information.
2. RECENT ACCOUNTING PRONOUNCEMENTS
Accounting Guidance Adopted in 2020
ASC Topic 350, Intangible Assets - Goodwill & Other. In August 2018, the Financial Accounting Standards Board, or “FASB,” issued Accounting Standards Update, or “ASU,” 2018-15, Customer’s Accounting for Implementation Costs in a Cloud Computing Arrangement that is a Service Contract (Topic 350), which aligns the accounting for such costs with guidance on capitalizing costs associated with developing or obtaining internal use software. Verso adopted this guidance on January 1, 2020 on a prospective basis and the effect on the Consolidated Financial Statements was not material.
ASC Topic 326, Financial Instruments – Credit Losses. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the current incurred loss impairment method with a method that reflects expected credit losses. Adoption of this standard is through a cumulative-effect adjustment to retained earnings as of the effective date. Verso adopted this guidance on January 1, 2020, and the effect on the Consolidated Financial Statements was not material.
ASC Topic 715, Compensation – Retirement Benefits – Defined Benefit Plans – General. In August 2018, the FASB issued ASU 2018-14, Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans, which adds, removes and clarifies disclosure requirements related to defined benefit pension and other postretirement plans. We adopted this guidance as of January 1, 2020, and changes are reflected within our benefit plan disclosures.
ASC Topic 820, Fair Value Measurement. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which modifies disclosure requirements related to fair value measurement. Verso adopted this guidance on January 1, 2020, and the effect on the Consolidated Financial Statements was not material.
Accounting Guidance Not Yet Adopted
ASC Topic 740, Income Taxes. In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which removes certain exceptions for investments, intraperiod allocations and interim calculations, and adds guidance to reduce the complexity in accounting for income taxes. It is effective for annual periods, and interim periods within those years, beginning after December 15, 2020, and is not expected to have a material effect on the Consolidated Financial Statements.
3. INVENTORIES
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
2019
|
|
2020
|
Raw materials
|
$
|
80
|
|
|
$
|
45
|
|
Work-in-process
|
51
|
|
|
31
|
|
Finished goods
|
233
|
|
|
125
|
|
Replacement parts and other supplies
|
31
|
|
|
23
|
|
Inventories
|
$
|
395
|
|
|
$
|
224
|
|
4. DISPOSITIONS
Sale of Androscoggin Mill and Stevens Point Mill
On February 10, 2020, Verso completed the Pixelle Sale, selling all of the outstanding membership interests in Verso Androscoggin, LLC, an indirect wholly owned subsidiary of Verso and the entity that, as of the closing date of the Pixelle Sale, held all the assets primarily related to Verso’s Androscoggin Mill located in Jay, Maine and Stevens Point Mill, located in Stevens Point, Wisconsin. The Pixelle Sale did not qualify as a discontinued operation. As consideration for the Pixelle Sale, Verso received $352 million in cash, which reflected certain adjustments related to Verso’s estimates of cash, indebtedness and working capital of Verso Androscoggin, LLC and Pixelle assumed $37 million of Verso’s unfunded pension liabilities, which reflected certain adjustments in connection with the completed transfer of the unfunded pension liabilities during the year ended December 31, 2020. Following post-closing adjustments, including $8 million of final working capital received in the fourth quarter of 2020, the sale resulted in a gain of $94 million included in Other operating (income) expense on the Consolidated Statement of Operations for the year ended December 31, 2020. In connection with the Pixelle Sale, Verso provided certain transition services to Pixelle and recognized $5 million for these services on the Consolidated Statement of Operations during the year ended December 31, 2020 with $2 million recognized as a reduction of Cost of products sold and $3 million as a reduction of Selling, general and administrative expenses.
The following table summarizes the components of the gain on sale:
|
|
|
|
|
|
(Dollars in millions)
|
|
Cash proceeds
|
$
|
352
|
|
Less: costs to sell
|
(7)
|
Net cash proceeds
|
345
|
|
Less: assets and liabilities associated with the sale
|
|
Accounts receivable, net
|
40
|
|
Inventories
|
90
|
|
Property, plant and equipment, net
|
195
|
|
Write-off of intangible assets
|
5
|
|
Other assets
|
4
|
|
Accounts payable
|
(33)
|
|
Pension benefit obligation
|
(37)
|
|
Other liabilities
|
(13)
|
|
Gain on sale
|
$
|
94
|
|
Luke Mill Land Sale
On October 30, 2020, Verso received $4 million of cash proceeds for the sale of ancillary land associated with the Luke Mill with a net book value of $4 million.
Luke Mill Equipment and Other Asset Sales
On August 1, 2020, Verso entered into an equipment purchase agreement with Halkali Kagit Karton Sanayi ve Tic. A.S., or the “Purchaser,” a company organized under the laws of Turkey, whereby Verso agreed to sell, and the Purchaser agreed to purchase, certain equipment at Verso’s Luke Mill, primarily including two paper machines. The purchase price was $11 million in cash due at various milestones. Verso received $8 million in non-refundable deposits associated with the sale during the year ended December 31, 2020, and an additional $1 million in the first quarter of 2021. Verso expects to receive an additional $1 million in the second quarter of 2021 and the final payment of $1 million by the third quarter of 2021. The closing of the equipment purchase, including the transfer of title and ownership of the equipment to the Purchaser, will occur upon satisfactory completion of the disassembly and removal of the equipment and the receipt by Verso of all payments due from the Purchaser. The machinery has been classified as held for sale at December 31, 2020.
Verso has evaluated the remaining assets of the Luke Mill and has received a letter of intent to purchase these assets. Negotiations for a purchase agreement are ongoing. The Company has determined that these assets meet the criteria for held for sale at December 31, 2020.
In connection with these sales, Verso classified $17 million in assets as held for sale on the Consolidated Balance Sheet as of December 31, 2020.
Sale of Wickliffe Mill
On August 16, 2018, Verso Paper entered into a purchase agreement with Global Win Wickliffe LLC, pursuant to which Verso Paper agreed to sell, and Global Win Wickliffe LLC agreed to purchase, one of Verso’s subsidiaries, Verso Wickliffe LLC for a purchase price of $16 million in cash. Verso Wickliffe LLC owned substantially all of the assets that comprised Verso’s Wickliffe, Kentucky paper mill and related operations. Verso previously announced its decision to permanently close the Wickliffe Mill in April 2016. The sale closed on September 5, 2018, and resulted in a gain of $9 million, included in Other operating (income) expense on the Consolidated Statement of Operations for the year ended December 31, 2018.
5. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, net consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
2019
|
|
2020
|
Land and land improvements
|
$
|
42
|
|
|
$
|
26
|
|
Building and leasehold improvements
|
156
|
|
|
116
|
|
Machinery, equipment and other (1)
|
1,172
|
|
|
850
|
|
Construction-in-progress
|
47
|
|
|
17
|
|
Property, plant and equipment, gross
|
1,417
|
|
|
1,009
|
|
Accumulated depreciation (1)
|
(472)
|
|
|
(396)
|
|
Property, plant and equipment, net
|
$
|
945
|
|
|
$
|
613
|
|
(1) Includes finance lease assets and related amortization (see Note 8).
Interest costs capitalized, depreciation expense and finance lease asset amortization expense for the periods presented are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
2018
|
|
2019
|
|
2020
|
Interest costs capitalized
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
1
|
|
Depreciation expense
|
105
|
|
|
176
|
|
|
147
|
|
Finance lease asset amortization expense
|
—
|
|
|
1
|
|
|
1
|
|
Property, plant and equipment as of December 31, 2018, 2019 and 2020 include $7 million, $15 million and $3 million, respectively, of capital expenditures that were unpaid and included in Accounts payable and Accrued and other liabilities on the Consolidated Balance Sheets.
In June 2019, Verso completed the shutdown and closure of the Luke Mill. Depreciation expense for the year ended December 31, 2019 included $76 million in accelerated depreciation associated with this closure, which is included in Depreciation and amortization on the Consolidated Statement of Operations. In connection with the closure of the Duluth Mill, Verso recognized $65 million of accelerated depreciation which is included in Depreciation and amortization on the Consolidated Statement of Operations for the year ended December 31, 2020 (see Note 14).
6. INTANGIBLES AND OTHER ASSETS, NET
Intangibles and other assets, net consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
2019
|
|
2020
|
Intangible assets:
|
|
|
|
Customer relationships, net of accumulated amortization of $9 million on December 31, 2019 and $9 million on December 31, 2020(1)
|
$
|
17
|
|
|
$
|
11
|
|
Trademarks, net of accumulated amortization of $11 million on December 31, 2019 and $12 million on December 31, 2020(1)
|
5
|
|
|
1
|
|
Other assets:
|
|
|
|
Operating leases
|
14
|
|
|
14
|
|
Deferred compensation
|
4
|
|
|
4
|
|
Restricted cash
|
2
|
|
|
2
|
|
ABL Facility unamortized debt issuance cost, net
|
2
|
|
|
2
|
|
Other
|
15
|
|
|
10
|
|
|
|
|
|
Intangibles and other assets, net
|
$
|
59
|
|
|
$
|
44
|
|
(1) In connection with the Pixelle Sale in 2020 (see Note 4), Customer relationships gross intangible asset was reduced by $6 million and related accumulated amortization was reduced by $2 million, and Trademarks gross intangible asset was reduced by $3 million and related accumulated amortization was reduced by $2 million.
Amortization expense related to intangible assets for the periods presented is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
2018
|
|
2019
|
|
2020
|
Customer Relationships
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Trademarks
|
4
|
|
|
3
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The estimated future amortization expense for intangible assets over the next five years is as follows:
|
|
|
|
|
|
(Dollars in millions)
|
|
2021
|
$
|
3
|
|
2022
|
2
|
|
2023
|
2
|
|
2024
|
2
|
|
2025
|
2
|
|
When events or circumstances indicate that the carrying amount of an asset may not be recoverable, Verso assesses the potential impairment of intangibles and other long-lived assets by comparing the expected undiscounted future cash flows to the carrying value of those assets.
7. ACCRUED AND OTHER LIABILITIES
A summary of Accrued and other liabilities is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
2019
|
|
2020
|
Payroll and employee benefit costs
|
$
|
53
|
|
|
$
|
43
|
|
Accrued sales rebates
|
16
|
|
|
11
|
|
Operating lease liabilities
|
8
|
|
|
8
|
|
Deferred income on Luke Mill equipment sale
|
—
|
|
|
8
|
|
Accrued energy
|
7
|
|
|
5
|
|
Accrued environmental
|
2
|
|
|
5
|
|
Accrued taxes - other than income
|
4
|
|
|
4
|
|
Accrued freight
|
5
|
|
|
3
|
|
Accrued professional and legal fees
|
3
|
|
|
2
|
|
Accrued restructuring costs
|
2
|
|
|
2
|
|
|
|
|
|
Other
|
3
|
|
|
1
|
|
Accrued and other liabilities
|
$
|
103
|
|
|
$
|
92
|
|
8. LEASES
Verso adopted ASC 842, Leases, on January 1, 2019. Verso leases certain office space, warehouses, vehicles and equipment under operating leases and certain equipment under finance leases. Leases with an initial term of 12 months or less, including any renewal options which are not reasonably certain of exercise in 12 months or less, are not recorded on the Consolidated Balance Sheet. Verso recognizes lease expense for these leases on a straight line basis over the lease term and expects payments in 2021 for these short-term leases to be than less than $1 million. Certain assets include renewal terms that generally range from 1 month to 1 year. Certain warehouse leases include only a payment for variable space utilized, not based on an index or rate, and are therefore not used in the valuation of the right-of-use asset and lease obligations. The lease agreements do not include residual value guarantees and do not contain any restrictions or covenants.
The following table details right-of-use assets and associated obligations for operating and finance leases included on the Consolidated Balance Sheets for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
December 31,
|
(Dollars in millions)
|
Classification
|
2019
|
2020
|
Assets:
|
|
|
|
Operating lease assets
|
Intangibles and other assets, net
|
$
|
14
|
|
$
|
14
|
|
Finance lease assets
|
Property, plant and equipment, net(1)
|
7
|
|
5
|
|
Total leased assets
|
|
$
|
21
|
|
$
|
19
|
|
Liabilities
|
|
|
|
Current liabilities:
|
|
|
|
Operating
|
Accrued and other liabilities
|
$
|
8
|
|
$
|
8
|
|
Finance
|
Current maturities of long-term debt and finance leases
|
2
|
|
1
|
|
Non-current liabilities:
|
|
|
|
Operating
|
Other long-term liabilities
|
6
|
|
6
|
|
Finance
|
Long-term debt and finance leases
|
5
|
|
4
|
|
Total lease liabilities
|
|
$
|
21
|
|
$
|
19
|
|
(1) Finance lease assets are recorded net of accumulated amortization.
The following table details the costs associated with leasing transactions included on the Consolidated Statements of Operations for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
Year Ended
|
(Dollars in millions)
|
Classification
|
|
|
December 31, 2019
|
December 31, 2020
|
Operating lease cost
|
Cost of products sold (exclusive of depreciation and amortization)
|
|
|
$
|
11
|
|
$
|
10
|
|
Operating lease cost
|
Selling, general and administrative expenses
|
|
|
1
|
|
1
|
Variable lease cost
|
Cost of products sold (exclusive of depreciation and amortization)
|
|
|
8
|
|
7
|
Short term lease cost
|
Cost of products sold (exclusive of depreciation and amortization)
|
|
|
3
|
|
3
|
Finance lease cost:
|
|
|
|
|
|
Amortization of leased assets
|
Depreciation and amortization
|
|
|
1
|
|
1
|
Interest on lease liabilities
|
Interest expense
|
|
|
—
|
|
—
|
Net lease cost
|
|
|
|
$
|
24
|
|
$
|
22
|
|
The following table details the future lease payments associated with leases commenced as of December 31, 2020, including amounts for any renewal options that Verso has determined are reasonably certain to be exercised.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
|
|
Finance
|
|
|
(Dollars in millions)
|
Leases
|
|
Leases
|
|
Total
|
2021
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
10
|
|
2022
|
4
|
|
|
2
|
|
|
6
|
|
2023
|
2
|
|
|
1
|
|
|
3
|
|
2024
|
1
|
|
|
1
|
|
|
2
|
|
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
Total lease payments
|
15
|
|
|
6
|
|
|
21
|
|
Imputed interest
|
(1)
|
|
|
(1)
|
|
|
(2)
|
|
Present value of lease liabilities
|
$
|
14
|
|
|
$
|
5
|
|
|
$
|
19
|
|
The following assumptions were used to determine the right-of-use assets and obligations associated with Verso’s leases for the periods presented. Verso uses its incremental borrowing rate to value the right-of-use asset and related obligations.
|
|
|
|
|
|
|
|
|
|
December 31,
|
December 31,
|
|
2019
|
2020
|
Weighted average remaining lease term (years):
|
|
|
Operating leases
|
2.2
|
2.1
|
Finance leases
|
4.4
|
3.7
|
Weighted average discount rate:
|
|
|
Operating leases
|
4.3
|
%
|
2.7
|
%
|
Finance leases
|
3.8
|
%
|
3.4
|
%
|
The following table provides additional cash flow details associated with leases included in the Consolidated Statements of Cash Flows for the periods presented:
|
|
|
|
|
|
|
|
|
|
Year Ended
|
Year Ended
|
(Dollars in millions)
|
December 31, 2019
|
December 31, 2020
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows related to operating leases
|
$
|
12
|
|
11
|
|
Operating cash flows related to finance leases
|
—
|
|
—
|
|
Financing cash flows related to finance leases
|
1
|
|
1
|
|
|
|
|
|
|
|
Rental expense for operating leases classified under ASC 840, Leases, for the year ended December 31, 2018 was $12 million.
9. DEBT
As of December 31, 2019 and 2020, Verso Paper had no outstanding borrowings on the ABL Facility (as defined below).
During the year ended December 31, 2018, Verso Paper made scheduled principal payments totaling $9 million on the Term Loan Facility (as defined below). As a result of the excess cash flow requirement in the Term Loan Facility, Verso Paper was obligated to fund additional principal payments during the year ended December 31, 2018 of $21 million. Verso Paper also elected to make additional voluntary principal prepayments on the Term Loan Facility totaling $116 million during the year ended December 31, 2018, from available liquidity including amounts borrowed under the ABL Facility. The mandatory and voluntary principal prepayments resulted in the full pay off of the Term Loan Facility on September 10, 2018.
Amounts of interest expense (inclusive of amounts capitalized) and amounts of cash interest payments related to long-term debt for the periods presented, are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
2018
|
|
2019
|
|
2020
|
Interest expense (1)
|
$
|
15
|
|
|
$
|
3
|
|
|
$
|
2
|
|
Cash interest paid
|
16
|
|
|
2
|
|
|
1
|
|
Debt issuance cost and discount amortization (2)
|
19
|
|
|
1
|
|
|
—
|
|
(1) Represents interest expense incurred on the Credit Facilities, exclusive of amortization of debt issuance cost and discount and inclusive of amounts capitalized (see Note 5 for additional information on capitalized interest costs).
(2) Amortization of debt issuance cost and original issue discount, including accelerated amortization associated with the early extinguishment of the Term Loan Facility and the ABL Amendment, are included in Interest expense on the Consolidated Statements of Operations and in Amortization of debt issuance cost and discount on the Consolidated Statements of Cash Flows.
Credit Facilities
On July 15, 2016, Verso Paper Holding LLC entered into a $375 million asset-based revolving credit facility, or the “ABL Facility,” and a $220 million senior secured term loan (with loan proceeds of $198 million after the deduction of the original issue discount of $22 million), or the “Term Loan Facility,” and collectively termed the “Credit Facilities.” After the Company completed an internal reorganization in December 2016, Verso Paper Holding LLC ceased to exist and Verso Paper became the borrower under the Credit Facilities.
On February 6, 2019, Verso Paper entered into a second amendment to the ABL Facility, or the “ABL Amendment.” As a result of the ABL Amendment, the ABL Facility provides for revolving commitments of $350 million, with a $100 million sublimit for letters of credit and a $35 million sublimit for swingline loans. Verso Paper may request one or more incremental revolving commitments in an aggregate principal amount up to the greater of (i) $75 million or (ii) the excess of the borrowing base over the revolving facility commitments of $350 million; however, the lenders are not obligated to increase the revolving commitments upon any such request. Availability under the ABL Facility is subject to customary borrowing conditions. The ABL Facility will mature on February 6, 2024.
Outstanding borrowings under the ABL Facility bear interest at an annual rate equal to, at the option of Verso Paper, either (i) a customary London interbank offered rate plus an applicable margin ranging from 1.25% to 1.75% or (ii) the Federal Funds Rate plus an applicable margin ranging from 0.25% to 0.75%, determined based upon the average excess availability under the ABL Facility. Verso Paper is also required to pay a commitment fee for the unused portion of the ABL Facility of 0.25% per year, based upon the average revolver usage under the ABL Facility.
The amount of borrowings and letters of credit available to Verso Paper pursuant to the ABL Facility is limited to the lesser of $350 million or an amount determined pursuant to a borrowing base ($197 million as of December 31, 2020). As of December 31, 2020, the outstanding balance of the ABL Facility was zero, with $21 million issued in letters of credit and $176 million available for future borrowings.
All obligations under the ABL Facility are unconditionally guaranteed by Verso Holding and certain of the subsidiaries of Verso Paper. The security interest with respect to the ABL Facility consists of a first-priority lien on certain assets of Verso Paper, Verso Holding and the other guarantor subsidiaries, including accounts receivable, inventory, certain deposit accounts, securities accounts and commodities accounts.
The ABL Facility contains financial covenants requiring Verso, among other things, to maintain a minimum fixed charge coverage ratio if availability were to drop below prescribed thresholds. The ABL Facility also requires that certain payment conditions, as defined therein, are met in order for Verso to incur debt or liens, pay cash dividends, repurchase equity interest, prepay indebtedness, sell or dispose of assets and make investments in or merge with another company.
The Term Loan Facility was scheduled to mature on October 14, 2021, with quarterly installments due of at least $4 million (subject to increase depending on excess cash flow) for each quarter ended in 2016 through maturity. The mandatory and voluntary principal prepayments resulted in the full pay off of the Term Loan Facility on September 10, 2018. Any voluntary prepayments by Verso Paper of the term loans under the Term Loan Facility were subject to customary “breakage” costs with respect to eurocurrency loans and a 2% prepayment premium until July 14, 2018, and a 1% prepayment premium after July 15, 2018, but before July 14, 2020, and thereafter no prepayment premium. The Company incurred $8 million of debt issuance costs associated with the Term Loan Facility and recorded this amount as a direct deduction of the debt liability, which was amortized over the life of the Term Loan Facility.
10. OTHER LONG-TERM LIABILITIES
Other long-term liabilities consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
2019
|
|
2020
|
Asset retirement obligations(1)
|
$
|
15
|
|
|
$
|
8
|
|
Employee related obligations
|
15
|
|
|
16
|
|
Operating lease liabilities
|
6
|
|
|
6
|
|
|
|
|
|
|
|
|
|
Deferred compensation
|
4
|
|
|
4
|
|
Other
|
1
|
|
|
—
|
|
Other long-term liabilities
|
$
|
41
|
|
|
$
|
34
|
|
(1) 2020 includes a reduction of $6 million in asset retirement obligations that were assumed in the Pixelle Sale (see Note 4).
11. EARNINGS PER SHARE
The following table provides a reconciliation of the basic and diluted loss or income per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
2018
|
|
2019
|
|
2020
|
Net income (loss) available to common stockholders (in millions)
|
$
|
171
|
|
|
$
|
70
|
|
|
$
|
(101)
|
|
Weighted average common shares outstanding - basic (in thousands)
|
34,514
|
|
|
34,625
|
|
|
34,232
|
|
Dilutive shares from stock awards (in thousands)
|
582
|
|
|
509
|
|
|
—
|
|
Weighted average common shares outstanding - diluted (in thousands)
|
35,096
|
|
|
35,134
|
|
|
34,232
|
|
Basic income (loss) per share
|
$
|
4.97
|
|
|
$
|
2.03
|
|
|
$
|
(2.95)
|
|
Diluted income (loss) per share
|
$
|
4.88
|
|
|
$
|
2.00
|
|
|
$
|
(2.95)
|
|
As a result of the net loss from continuing operations for the year ended December 31, 2020, 0.8 million restricted stock units were excluded from the calculation of diluted earnings per share as their inclusion would be anti-dilutive. As of December 31, 2020, Verso has 2.3 million warrants outstanding at an adjusted exercise price of $21.67 (prior to September 18, 2020 there were 1.8 million warrants outstanding at an exercise price of $27.86) (see Note 13). As a result of the exercise price of the warrants exceeding the average market price of Verso’s common stock during each of the years ended December 31, 2018, 2019 and 2020, 1.8 million warrants were excluded from the calculations of diluted earnings per share for the years ended December 31, 2018 and 2019, and 2.3 million warrants were excluded from the calculation of diluted earnings per share for the year ended December 31, 2020, as their inclusion would be anti-dilutive. The above table presents corrected 2019 amounts (see Note 1).
12. RETIREMENT BENEFITS
Defined Benefit Plans
As of December 31, 2018, the Verso Paper Corp. Pension Plan for Hourly Employees (Androscoggin) and the NewPage Cash Balance Plan for Non-Bargained Employees were merged into the NewPage Retirement Plan for Bargained Hourly Employees to form a combined plan which was renamed the Verso Corporation Employee Pension Plan. As of December 31, 2020, this plan covers 57% of Verso’s employees. The pension plan provides defined benefits based on years of service multiplied by a flat monetary benefit or based on a percentage of compensation as defined by the respective plan document. All of the defined benefit pension plans are frozen to new entrants. Some of the pension plan participants previously in the NewPage Retirement Plan for Bargained Hourly Employees continue to earn service accruals toward their pension benefits but no longer receive multiplier increases. Verso employees previously in the NewPage Cash Balance Plan for Non-Bargained Employees continue to earn annual interest credits, but no longer earn cash balance benefit credits. Benefit accruals are frozen for employees previously in the Verso Paper Corp. Pension Plan for Hourly Employees (Androscoggin).
During the fourth quarter of 2019, Verso offered a voluntary lump-sum option, on a temporary basis, to certain terminated vested and retired participants in the Verso Corporation Employee Pension Plan. The election period to participate began October 24, 2019 and ended November 22, 2019. Lump-sum payments were distributed primarily in November and December 2019 with the remaining payments distributed in 2020, to those participants who were eligible and elected this form of payment. This action resulted in a settlement gain of $13 million, included in Other (income) expense on the Consolidated Statement of Operations for the year ended December 31, 2019.
During the third quarter of 2020, in connection with the completed transfer of the unfunded pension liabilities assumed by Pixelle, as part of the Pixelle Sale (see Note 4), Verso remeasured its pension plan assets and liabilities as of September 30, 2020. For the remeasurement, the discount rate was updated to 2.71% from 3.11%. The remeasurement resulted in a $162 million increase in Pension benefit obligation and a $119 million loss, net of tax, included in Accumulated other comprehensive income (loss) as of September 30, 2020, and a settlement loss of $1 million in the third quarter of 2020 included in Other operating (income) expense on the Consolidated Statement of Operations for the year ended December 31, 2020.
The following tables summarize the components of net periodic pension cost (income) of Verso’s pension plans for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
|
|
|
|
2018
|
|
2019
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
Service cost
|
|
|
|
|
|
$
|
6
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Interest cost
|
|
|
|
|
|
60
|
|
|
65
|
|
|
45
|
|
Expected return on plan assets
|
|
|
|
|
|
(73)
|
|
|
(70)
|
|
|
(65)
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement
|
|
|
|
|
|
—
|
|
|
(13)
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic pension cost (income)
|
|
|
|
|
|
$
|
(7)
|
|
|
$
|
(14)
|
|
|
$
|
(16)
|
|
The following table provides detail on net actuarial (gain) loss recognized in Accumulated other comprehensive (income) loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
|
|
2019
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
|
|
Net actuarial (gain) loss, net of tax
|
|
|
$
|
(122)
|
|
$
|
(60)
|
Verso makes contributions that are sufficient to fund actuarially determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act. Contributions to the pension plans were $43 million in 2018, $42 million in 2019 and $49 million in 2020. In 2021, Verso expects to make cash contributions to the pension plan of $46 million.
The following table sets forth a reconciliation of the pension plans’ benefit obligations, plan assets and funded status for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
|
2019
|
|
2020
|
Change in Projected Benefit Obligation:
|
|
|
|
|
|
Benefit obligation at beginning of period
|
|
|
$
|
1,590
|
|
|
$
|
1,542
|
|
Settlement
|
|
|
(55)
|
|
|
(9)
|
|
Service cost
|
|
|
4
|
|
|
3
|
|
Interest cost
|
|
|
65
|
|
|
45
|
|
Actuarial (gain) loss
|
|
|
170
|
|
|
113
|
|
Acquisitions/(divestitures)
|
|
|
—
|
|
|
(58)
|
|
Benefits paid
|
|
|
(85)
|
|
|
(87)
|
|
Curtailment
|
|
|
—
|
|
|
2
|
|
Settlement payments
|
|
|
(147)
|
|
|
(24)
|
|
Benefit obligation at end of period
|
|
|
$
|
1,542
|
|
|
$
|
1,527
|
|
Change in Plan Assets:
|
|
|
|
|
|
Plan assets at fair value at beginning of period
|
|
|
$
|
1,162
|
|
|
$
|
1,173
|
|
Settlement payments
|
|
|
(147)
|
|
|
(24)
|
|
Actual net return on plan assets
|
|
|
201
|
|
|
87
|
|
Employer contributions
|
|
|
42
|
|
|
49
|
|
Acquisitions/(divestitures)
|
|
|
—
|
|
|
(21)
|
|
Benefits paid
|
|
|
(85)
|
|
|
(87)
|
|
Plan assets at fair value at end of period
|
|
|
$
|
1,173
|
|
|
$
|
1,177
|
|
Funded (underfunded) status at end of period
|
|
|
$
|
(369)
|
|
|
$
|
(350)
|
|
During 2020, the largest contributor to the $113 million actuarial loss affecting the benefit obligation was the decrease in the discount rate used to measure the benefit obligation, from 3.11% as of December 31, 2019 to 2.57% as of December 31, 2020. In addition, the mortality projection scale was updated, which decreased the benefit obligation, and the commencement assumption for terminated vested participants was updated to better align with expectations, which increased the benefit obligation. During 2019, the largest contributor to the $170 million actuarial loss affecting the benefit obligation was the decrease in the discount rate used to measure the benefit obligation, from 4.17% as of December 31, 2018 to 3.11% as of December 31, 2019, partially offset by updates to the mortality projection scale assumption.
The following table summarizes expected future pension benefit payments from the plan:
|
|
|
|
|
|
(Dollars in millions)
|
|
2021
|
$
|
93
|
|
2022
|
94
|
|
2023
|
93
|
|
2024
|
93
|
|
2025
|
92
|
|
2026 - 2030
|
441
|
|
Verso evaluates the actuarial assumptions annually as of December 31 (the measurement date), unless a significant event occurs during the year requiring a remeasurement (such as a plan amendment, settlement, or curtailment). Verso considers changes in these long-term factors based upon market conditions and the requirements of ASC Topic 715, Compensation—Retirement Benefits. These assumptions are used to calculate benefit obligations as of December 31 of the current year and pension expense to be recorded for the following year. The discount rate assumption reflects the yield on a portfolio of high quality fixed-income instruments that have a similar duration to the plan’s liabilities. The expected long-term rate of return assumption reflects the average return expected on the assets invested to provide for the plan’s liabilities.
The actuarial assumptions used in the defined benefit pension plans were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
Nine months ended September 30,
|
|
Three months ended December 31,
|
|
2018
|
|
2019
|
|
2020
|
|
2020
|
Weighted average assumptions used to determine benefit obligations as of end of period:
|
|
|
|
|
|
|
|
Discount rate
|
4.17
|
%
|
|
3.11
|
%
|
|
2.71
|
%
|
|
2.57
|
%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Weighted average assumptions used to determine net periodic pension cost for the period:
|
|
|
|
|
|
|
|
Discount rate
|
3.51
|
%
|
|
4.17
|
%
|
|
3.11
|
%
|
|
2.71
|
%
|
Rate of compensation increase
|
N/A
|
|
N/A
|
|
N/A
|
|
N/A
|
Expected long-term return on plan assets
|
6.50
|
%
|
|
7.00
|
%
|
|
6.50
|
%
|
|
6.50
|
%
|
Cash balance interest credit rate
|
4.60
|
%
|
|
4.49
|
%
|
|
4.33
|
%
|
|
4.33
|
%
|
The primary investment objective is to ensure, over the long-term life of the pension plan, an adequate pool of sufficiently liquid assets to support the benefit obligations. In meeting this objective, the pension plan seeks to achieve a high level of investment return through long-term stock and bond investment strategies, consistent with a prudent level of portfolio risk. The expected long-term rate of return on plan assets reflects the weighted average expected long-term rates of return for the broad categories of investments currently held in the plan (adjusted for expected changes), based on historical rates of return for each broad category, as well as factors that may constrain or enhance returns in the broad categories in the future. The expected long-term rate of return on plan assets is adjusted when there are fundamental changes in expected returns in one or more broad asset categories and when the weighted average mix of assets in the plan changes significantly.
The following table provides the pension plans’ asset allocation for the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allocation of Plan Assets
|
|
2019
|
|
Allocation on
|
|
2020
|
|
Allocation on
|
|
Targeted
|
|
December 31,
|
|
Targeted
|
|
December 31,
|
|
Allocation
|
|
2019
|
|
Allocation
|
|
2020
|
Fixed income:
|
25-55%
|
|
|
|
25-55%
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent
|
|
|
3
|
%
|
|
|
|
1
|
%
|
Fixed income funds
|
|
|
31
|
%
|
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
Equity securities:
|
35-65%
|
|
|
|
35-65%
|
|
|
Domestic equity funds - large cap
|
|
|
34
|
%
|
|
|
|
29
|
%
|
Domestic equity funds - small cap
|
|
|
5
|
%
|
|
|
|
5
|
%
|
International equity funds
|
|
|
17
|
%
|
|
|
|
18
|
%
|
Other:
|
4-15%
|
|
|
|
4-15%
|
|
|
Hedge funds, private equity, real estate, commodities
|
|
|
10
|
%
|
|
|
|
10
|
%
|
ASC Topic 820, Fair Value Measurements and Disclosures, provides a common definition of fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions used to value the assets or liabilities (see Note 1).
In accordance with accounting guidance ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent), certain investments have been valued using the net asset value, or “NAV,” per share (or its equivalent) practical expedient and are therefore not classified in the fair value hierarchy. The fair value amounts presented in these tables for investments are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the reconciliation of changes in the plan's benefit obligations and fair value of plan assets above.
The following table sets forth by level, within the fair value hierarchy, the pension plans’ assets at fair value as of the periods presented:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in millions)
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Assets Valued at NAV Practical Expedient
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income
|
431
|
|
|
7
|
|
|
424
|
|
|
—
|
|
|
—
|
|
Domestic equity - large cap
|
344
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
343
|
|
International equity
|
217
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
122
|
|
Domestic equity - mid cap
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
Domestic equity - small cap
|
54
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
51
|
|
Other (hedge funds, private equity, real estate, commodities)
|
122
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
109
|
|
Total assets at fair value(1)
|
$
|
1,179
|
|
|
$
|
118
|
|
|
$
|
435
|
|
|
$
|
1
|
|
|
$
|
625
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalent
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Fixed income
|
360
|
|
|
—
|
|
|
347
|
|
|
13
|
|
|
—
|
|
Domestic equity - large cap
|
394
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
393
|
|
International equity
|
202
|
|
|
78
|
|
|
—
|
|
|
1
|
|
|
123
|
|
|
|
|
|
|
|
|
|
|
|
Domestic equity - small cap
|
60
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|
|
|
|
|
|
|
|
|
|
Other (hedge funds, private equity, real estate, commodities)
|
119
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
105
|
|
TTotal assets at fair value
|
$
|
1,173
|
|
|
$
|
93
|
|
|
$
|
386
|
|
|
$
|
14
|
|
|
$
|
680
|
|
|
|
|
(1) Excludes net payables of $2 million as of December 31, 2020, which consists of interest, dividends, and receivables and payables related to pending securities sales and purchases.
The following table sets forth a summary of the changes in the fair value of the pension plan’s Level 3 assets, which are corporate debt and equity securities, for the years ended December 31, 2019 and 2020:
|
|
|
|
|
|
(Dollars in millions)
|
Fair Value
|
|
|
|
|
|
|
Balance, December 31, 2018
|
$
|
4
|
|
Purchase of securities
|
16
|
|
Sale of securities
|
(3)
|
|
Change in the fair value of current securities
|
(2)
|
|
Transfers into Level 3
|
—
|
|
Transfers out of Level 3
|
(1)
|
|
Balance, December 31, 2019
|
$
|
14
|
|
Purchase of securities
|
1
|
|
Sale of securities
|
—
|
|
Change in the fair value of current securities
|
—
|
|
|
|
Transfers out of Level 3
|
(14)
|
|
Balance, December 31, 2020
|
$
|
1
|
|
|
|
For the year ended December 31, 2019 and December 31, 2020, $1 million and $14 million, respectively of investments transferred from Level 3 to Level 2 and Level 1 due to changes in the observability of significant inputs.
The majority of investments are comprised of investments in publicly traded mutual funds and common/collective trusts. Publicly traded mutual funds are valued based on their publicly traded exchange value and common/collective trusts are valued using a NAV provided by the manager of each fund. The NAV is based on the underlying net assets owned by the fund, divided by the number of shares or units outstanding. The fair value of the underlying securities within the fund, which are generally traded on an active market, are valued at the closing price reported on the active market on which those individual securities are traded.
The table below sets forth the fair values of investments, whose fair values are estimated at December 31, 2020, using the NAV per share derived by the fund managers as a practical expedient that have unfunded commitments and/or redemption restrictions. To derive the estimated NAV per share, the fund managers apply various methodologies, including, but not limited to, use of proprietary estimation models, quoted market prices or third-party valuations for underlying securities within the
investments, evaluating contributions, distributions, interest, dividends and management fees, as well as evaluating the general market conditions and their correlation and impact on the investments.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2020
|
|
|
|
|
(Dollars in millions)
|
Fair Value
|
|
Unfunded Commitments
|
|
Redemption Frequency
|
|
Redemption Notice Period
|
|
|
|
|
|
|
|
|
Debt securities hedge fund (1)
|
78
|
|
|
0
|
|
|
Semi-Annually
|
|
90 days
|
Private equity (2)
|
11
|
|
|
2
|
|
|
N/A
|
|
N/A
|
|
|
|
|
|
|
|
|
|
$
|
89
|
|
|
$
|
2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) The fund’s objective is to achieve superior risk-adjusted total returns by investing primarily in public and private non-investment grade and non-rated debt securities. Securities and other instruments acquired by the fund may include all types of debt obligations consisting primarily of public and private non-investment grade and nonrated debt, convertible bonds, preferred stock, bank debt, middle market loans and notes, trade claims, liquidating trusts, assignments, options swaps and any other securities with fixed-income characteristics, including, without limitation, debentures, notes deferred interest, pay-in-kind or zero coupon bonds, mortgages and mortgage-backed securities, collateralized mortgage obligations and other real estate-related instruments. The fund may also acquire common or preferred stock, warrants to purchase common or preferred stock and any other equity interests.
(2) This category consists of several private equity funds some of which invest in limited partnerships which make equity-oriented investments in young, growing or emerging companies or entities. Additionally, the funds can invest in limited partnerships or other pooled investment vehicles which, in turn, make investments in management buy-in, management buy-out, leveraged buy-out, mezzanine, special situation and recapitalization transactions or other partnerships either directly or purchased in the secondary market, as well as investments in mezzanine, distressed and venture debt. These funds invest in a wide range of industries primarily in the United States. These investments cannot be redeemed. Instead, distributions are received when the underlying assets of the funds are liquidated.
Defined Contribution Plans
Verso also sponsors defined contribution plans for certain employees. Employees may elect to contribute a percentage of their salary on a pre-tax and/or after-tax basis, subject to regulatory limitations, into an account with an independent trustee which can then be invested in a variety of investment options at the employee’s discretion. Verso may also contribute to the employee’s account depending upon the requirements of the plan. For certain employees, these employer contributions may be in the form of a specified percentage of each employee’s total compensation or in the form of discretionary profit-sharing that may vary depending on the achievement of certain company objectives. Certain defined contribution benefits are provided in accordance with collective bargaining agreements. Expenses under these plans are presented below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
|
|
|
|
|
2018
|
|
2019
|
|
2020
|
Defined Contribution Plans
|
|
|
|
|
|
|
|
|
|
|
Non-elective employer contribution
|
|
|
|
|
|
$
|
14
|
|
|
$
|
13
|
|
|
$
|
8
|
|
Employer 401(k) matching contributions
|
|
|
|
|
|
14
|
|
|
14
|
|
|
9
|
|
13. EQUITY
Equity Awards
The Verso Corporation Performance Incentive Plan, or the “2016 Incentive Plan,” became effective on July 15, 2016 and no stock awards were issued on that date. The maximum number of shares of Class A Common Stock authorized to be issued or transferred pursuant to awards under the 2016 Incentive Plan is 3.6 million. As of December 31, 2020, we had 2.1 million shares of common stock reserved for future issuance under the 2016 Incentive Plan. The Compensation Committee of the Board of Directors is the administrator of the 2016 Incentive Plan. Under the 2016 Incentive Plan, stock awards may be granted to employees, consultants and directors upon approval by the Board of Directors.
During 2020, Verso granted 0.2 million time-based restricted stock units and 0.2 million performance-based restricted stock units to its executives and certain senior managers. The performance awards granted vest on the performance determination date following the end of the performance period, subject to a comparison of annualized total shareholder return, or “TSR,” of Verso to a select group of peer companies over a 3-year period ending December 31, 2022. The vesting criteria of the performance awards meet the definition of a market condition for accounting purposes. The full grant date value of the performance awards will be recognized over the remaining vesting period assuming that the employee is employed continuously to the vesting date. The number of shares which will ultimately vest at the vesting date ranges from 0% to 150% based on Verso stock performance relative to the peer group during the performance period. The compensation expense associated with these performance awards was determined using the Monte Carlo valuation methodology.
On May 11, 2020, the threshold requirement for vesting of achieving a 5% annualized TSR was eliminated for performance units granted in 2019 and 2020. This change was considered a modification of each award and required Verso to incur additional compensation cost for the incremental difference in the fair value between the modified award (post-modification) and original award (pre-modification) over the remaining vesting period. The incremental difference was $1.60 and $3.75 per unit for the 2019 and 2020 performance grants, respectively.
Verso recognized equity award expense of $8 million, $12 million and $5 million for the years ended December 31, 2018, 2019 and 2020, respectively. Equity award expense for the year ended December 31, 2020 included $0.3 million related to the accelerated vesting of 108 thousand performance-based restricted stock units and 155 thousand time-based restricted stock units. Amounts are net of the cancellation of 103 thousand time-based and 102 thousand performance-based restricted stock units and dividend equivalent units, pursuant to separation agreements with key members of management. As of December 31, 2020, there was $4 million of unrecognized compensation cost related to the 0.8 million non-vested restricted stock units, which is expected to be recognized over the weighted average period of 1.8 years.
Time-based Restricted Stock Units
The following table summarizes activity for the time-based restricted stock units:
|
|
|
|
|
|
|
|
|
|
|
|
(In thousands, except per share amounts)
|
Restricted Stock Units
Outstanding
|
|
Weighted Average Grant Date Fair Value per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2017
|
583
|
|
|
$
|
6.89
|
|
Granted
|
204
|
|
|
17.75
|
|
Vested
|
(106)
|
|
|
7.42
|
|
Forfeited
|
(3)
|
|
|
14.08
|
|
Non-vested at December 31, 2018
|
678
|
|
|
10.04
|
|
Granted
|
192
|
|
|
20.57
|
|
Vested
|
(154)
|
|
|
14.16
|
|
Forfeited
|
(137)
|
|
|
13.81
|
|
Non-vested at December 31, 2019
|
579
|
|
|
11.55
|
|
Granted
|
250
|
|
|
15.55
|
|
Dividend equivalent units (1)
|
167
|
|
|
—
|
|
Vested
|
(405)
|
|
|
10.00
|
|
Forfeited
|
(170)
|
|
|
13.76
|
|
Non-vested at December 31, 2020
|
421
|
|
|
$
|
9.95
|
|
(1) Dividend equivalent units on certain restricted stock unit awards for dividends related to the stock units granted but not yet vested at the time cash dividends were paid.
Performance-based Restricted Stock Units
The following table summarizes activity for the performance-based restricted stock units:
|
|
|
|
|
|
|
|
|
|
|
|
|
Restricted Stock Units
Outstanding
|
|
Weighted Average Grant Date Fair Value per Share
|
|
|
(In thousands, except per share amounts)
|
|
Non-vested at December 31, 2017
|
—
|
|
|
$
|
—
|
|
Granted
|
640
|
|
|
22.25
|
|
Vested
|
—
|
|
|
—
|
|
Forfeited
|
(2)
|
|
|
18.22
|
|
Non-vested at December 31, 2018
|
638
|
|
|
22.26
|
|
Granted
|
244
|
|
|
17.35
|
|
Vested
|
(233)
|
|
|
20.92
|
|
Forfeited
|
(11)
|
|
|
17.50
|
|
Non-vested at December 31, 2019
|
638
|
|
|
18.84
|
|
Granted
|
206
|
|
|
16.38
|
|
Dividend equivalent units (1)
|
136
|
|
|
—
|
|
Incremental shares vested (2)
|
161
|
|
|
—
|
|
Vested
|
(555)
|
|
|
21.05
|
|
Forfeited
|
(162)
|
|
|
13.71
|
|
Non-vested at December 31, 2020
|
424
|
|
|
$
|
12.21
|
|
(1) Dividend equivalent units on certain restricted stock unit awards for dividends related to the stock units granted but not yet vested at the time cash dividends were paid.
(2) Incremental shares are a result of performance at 150% of granted shares associated with the 2017 performance awards.
Share Repurchase Authorization and Dividends
On February 26, 2020, Verso’s Board of Directors authorized up to $250 million of net proceeds from the Pixelle Sale to be used to repurchase outstanding shares of Verso common stock. In conjunction with the declaration of the special dividend of $3.00 per share, or $101 million, on August 5, 2020, Verso’s Board of Directors reduced Verso’s total share repurchase authorization from $250 million to $150 million. During the year ended December 31, 2020, Verso purchased approximately 2.2 million shares of its common stock through open market purchases and 10b-5 programs under the share repurchase authorization at a weighted average cost of $13.39 per share. As of December 31, 2020, $121 million of the $150 million authorized remained.
Cash dividends on shares of Verso common stock during the year ended December 31, 2020 are shown in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
Date Declared
|
|
Date of Record
|
|
Date Paid
|
|
Amount
|
2nd
|
May 12
|
|
June 15
|
|
June 29
|
|
$
|
0.10
|
|
3rd
|
August 5
|
|
September 18
|
|
September 28
|
|
$
|
0.10
|
|
3rd
|
August 5
|
|
September 18
|
|
September 28
|
|
$
|
3.00
|
|
4th
|
November 9
|
|
December 18
|
|
December 29
|
|
$
|
0.10
|
|
On February 5, 2021, Verso’s Board of Directors declared a quarterly cash dividend of $0.10 per share of Verso common stock, payable on March 29, 2021, to stockholders of record on March 18, 2021.
Warrants
On July 15, 2016, warrants to purchase up to an aggregate of 1.8 million shares of Class A common stock were issued to holders of first-lien secured debt at an initial exercise price of $27.86 per share and a seven-year term. In connection with the 2.2 million shares of Verso common stock repurchased pursuant to Verso’s share repurchase authorization and the ordinary and special dividends declared during the twelve months ended December 31, 2020, the number of shares of Verso common stock issuable upon exercise of each warrant increased from one share of common stock to 1.29 shares of common stock and the warrant exercise price was reduced from $27.86 per share to $21.67 per share, each effective as of September 18, 2020. If all warrants were exercised, the company would issue 2.3 million shares of Class A common stock and receive $50 million in proceeds. The warrants expire on July 15, 2023. As of December 31, 2020, no warrants have been exercised.
14. RESTRUCTURING CHARGES
Duluth Mill — On December 31, 2020, Verso decided to permanently shut down the paper mill in Duluth, Minnesota while continuing with efforts to sell the mill. Management’s decision was made in response to the continued accelerated decline in printing and writing paper demand resulting from the COVID-19 pandemic. The closure of the Duluth Mill, which has been idle since July 2020, reduced Verso’s total annual production capacity by approximately 270,000 tons of supercalendered paper. Verso furloughed approximately 190 employees when the mill was idled in July 2020, while a smaller group of approximately 35 employees remained at the mill to maintain critical systems (see Note 1).
In connection with the closure of the Duluth Mill, Verso recognized $65 million of accelerated depreciation which is included in Depreciation and amortization on the Consolidated Statement of Operations for the year ended December 31, 2020.
The following table details the charges incurred related to the Duluth Mill closure as included in Restructuring charges on the Consolidated Statement of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Cumulative
|
(Dollars in millions)
|
December 31, 2020
|
|
Incurred
|
Property, plant and equipment, net
|
$
|
3
|
|
|
$
|
3
|
|
Severance and benefit costs
|
1
|
|
|
1
|
|
Write-off of spare parts and inventory
|
2
|
|
|
2
|
|
Write-off of purchase obligations and commitments
|
1
|
|
|
1
|
|
|
|
|
|
Total restructuring costs
|
$
|
7
|
|
|
$
|
7
|
|
The following table details the changes in the restructuring reserve liabilities related to the permanent shut down of the Duluth Mill which are included in Accrued and other liabilities on the Consolidated Balance Sheet:
|
|
|
|
|
|
|
Year Ended
|
(Dollars in millions)
|
December 31, 2020
|
Beginning balance of reserve
|
$
|
—
|
|
Severance and benefits
|
1
|
|
|
|
|
|
Purchase obligations
|
1
|
|
|
|
|
|
|
|
Ending balance of reserve
|
$
|
2
|
|
Closure of Luke Mill — On April 30, 2019, Verso announced that it would permanently shut down its paper mill in Luke, Maryland in response to the continuing decline in customer demand for the grades of coated freesheet paper produced at the Luke Mill, along with rising input costs, a significant influx of imports and rising compliance costs and infrastructure challenges associated with environmental regulation. Verso completed the shutdown and closure of the Luke Mill in June 2019, which reduced Verso’s coated freesheet production capacity by approximately 450,000 tons and eliminated approximately 675 positions.
In connection with the announced closure of the Luke Mill, Verso recognized $76 million of accelerated depreciation which is included in Depreciation and amortization on the Consolidated Statements of Operations for the year ended December 31, 2019.
The following table details the charges incurred related to the Luke Mill closure as included in Restructuring charges on the Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended
|
|
Year Ended
|
|
Cumulative
|
(Dollars in millions)
|
December 31, 2019
|
|
December 31, 2020
|
|
Incurred
|
Property, plant and equipment, net
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
10
|
|
Severance and benefit costs
|
19
|
|
|
(1)
|
|
|
18
|
|
Write-off of spare parts and inventory
|
9
|
|
|
—
|
|
|
9
|
|
Write-off of purchase obligations and commitments
|
1
|
|
|
—
|
|
|
1
|
|
Other costs
|
13
|
|
|
6
|
|
|
19
|
|
Total restructuring costs
|
$
|
52
|
|
|
$
|
5
|
|
|
$
|
57
|
|
The following table details the changes in the restructuring reserve liabilities related to the Luke Mill closure which are included in Accounts payable and Accrued and other liabilities on the Consolidated Balance Sheets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
2019
|
|
2020
|
Beginning balance of reserve
|
$
|
—
|
|
|
$
|
4
|
|
Severance and benefits
|
19
|
|
|
—
|
|
Severance and benefit payments
|
(17)
|
|
|
—
|
|
Severance and benefits reserve adjustments
|
(1)
|
|
|
(1)
|
|
Purchase obligations
|
1
|
|
|
—
|
|
Purchase obligations payments
|
(1)
|
|
|
—
|
|
Other costs
|
13
|
|
|
5
|
|
Payments on other costs
|
(10)
|
|
|
(8)
|
|
Ending balance of reserve
|
$
|
4
|
|
|
$
|
—
|
|
15. INCOME TAXES
The following is a summary of the components of the (benefit) provision for income taxes for Verso:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
2018
|
|
2019(1)
|
|
2020
|
Current tax (benefit) provision:
|
|
|
|
|
|
U.S. federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. state and local
|
—
|
|
|
1
|
|
|
—
|
|
Total current tax (benefit) provision
|
—
|
|
|
1
|
|
|
—
|
|
Deferred tax (benefit) provision:
|
|
|
|
|
|
U.S. federal
|
35
|
|
|
22
|
|
|
(9)
|
|
U.S. state and local
|
(31)
|
|
|
1
|
|
|
(9)
|
|
Total deferred tax (benefit) provision
|
4
|
|
|
23
|
|
|
(18)
|
|
Less: valuation allowance
|
(4)
|
|
|
(115)
|
|
|
9
|
|
Total income tax (benefit) provision
|
$
|
—
|
|
|
$
|
(91)
|
|
|
$
|
(9)
|
|
(1) Certain previously reported 2019 amounts were corrected in 2020 (see Note 1). The above table presents the corrected 2019 amounts for the following line items: U.S. federal deferred tax provision (previously reported as a benefit of $4 million), Total deferred tax provision (previously reported as a benefit of $2 million), and Total income tax benefit (previously reported as $117 million).
A reconciliation of income tax expense using the statutory federal income tax rate compared with actual income tax expense follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
(Dollars in millions)
|
2018
|
|
2019(1)
|
|
2020
|
Tax at Statutory U.S. Rate of 21%
|
$
|
36
|
|
|
$
|
(4)
|
|
|
$
|
(23)
|
|
Changes resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
Deferred tax adjustments
|
—
|
|
|
26
|
|
|
12
|
|
Other expenses
|
(1)
|
|
|
—
|
|
|
2
|
|
Net permanent differences
|
(1)
|
|
|
26
|
|
|
14
|
|
Valuation allowance
|
(4)
|
|
|
(115)
|
|
|
9
|
|
State income taxes (benefit)
|
(31)
|
|
|
2
|
|
|
(9)
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
Total income tax (benefit) provision
|
$
|
—
|
|
|
$
|
(91)
|
|
|
$
|
(9)
|
|
(1) Certain previously reported 2019 amounts were corrected in 2020 (see Note 1). The above table presents the corrected 2019 amounts for the following line items: Deferred tax adjustments (previously reported as zero), Net permanent differences (previously reported as $(1) million), and Total income tax benefit (previously reported as $117 million).
The following is a summary of the significant components of the net deferred tax asset (liability):
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
(Dollars in millions)
|
2019(1)
|
|
2020
|
Deferred tax assets:
|
|
|
|
Net operating loss
|
$
|
54
|
|
|
$
|
79
|
|
Credit carryforwards
|
44
|
|
|
36
|
|
Pension
|
91
|
|
|
88
|
|
|
|
|
|
Compensation obligations
|
15
|
|
|
10
|
|
Inventory reserves/capitalization
|
24
|
|
|
19
|
|
Capitalized expenses
|
4
|
|
|
4
|
|
|
|
|
|
|
|
|
|
Other
|
12
|
|
|
9
|
|
Gross deferred tax assets
|
244
|
|
|
245
|
|
Less: valuation allowance
|
(11)
|
|
|
(20)
|
|
Deferred tax assets, net of allowance
|
$
|
233
|
|
|
$
|
225
|
|
Deferred tax liabilities:
|
|
|
|
Property, plant and equipment
|
$
|
(131)
|
|
|
$
|
(95)
|
|
Intangible assets
|
(5)
|
|
|
(4)
|
|
Other
|
(5)
|
|
|
(4)
|
|
Total deferred tax liabilities
|
(141)
|
|
|
(103)
|
|
Net deferred tax assets
|
$
|
92
|
|
|
$
|
122
|
|
(1) Certain previously reported 2019 amounts were corrected in 2020 (see Note 1). The above table presents the corrected 2019 amounts for the following line items: Pension (previously reported as $123 million), Gross deferred tax assets (previously reported as $276 million), Deferred tax assets, net of allowance (previously reported as $265 million), Property, plant and equipment (previously reported as $137 million), Total deferred tax liabilities (previously reported as $147 million), and Net deferred tax assets (previously reported as $118 million).
We regularly evaluate the need for an income tax valuation allowance for deferred tax assets by assessing whether it is more likely than not that we will realize the deferred tax assets. At December 31, 2020, we considered the existence of recent cumulative income from continuing operations as a source of positive evidence and concluded to increase a portion of the income tax valuation allowance. To determine the appropriate income tax valuation allowance, we considered the timing of future reversal of our taxable temporary differences that supports realizing a portion of our deferred tax assets.
The income tax valuation allowance for deferred tax assets as of December 31, 2019 and 2020 was $11 million and $20 million, respectively. The increase in the income tax valuation allowance in 2020 of $9 million is primarily attributable to a decrease in projected future utilization of certain state tax credits to offset future state tax liabilities. It is less than more likely than not that Verso will realize the carryforward benefits of all of these state tax credits in the future.
In 2018, 2019 and 2020, Verso allocated zero, $1 million of tax expense and $22 million of tax benefit, respectively, to Other comprehensive income (loss). At December 31, 2019, Accumulated other comprehensive income includes $16 million of allocated tax expense. At December 31, 2020, Accumulated other comprehensive income includes $6 million of allocated tax benefit.
Verso has federal net operating loss carryforwards totaling $444 million as of December 31, 2020, some of which begin to expire at the end of 2034. These net operating losses have been reduced by attribute reduction and Internal Revenue Code Section 382 limits to $336 million available to be utilized in the future. $199 million of the federal net operating loss carryforwards begin to expire at the end of 2034 and $137 million of the federal net operating loss carryforwards never expire under the provisions of the U.S. Tax Cuts and Jobs Act of 2017.
Verso has state net operating loss carryforwards, after apportionment, totaling $162 million available to be utilized in the future as of December 31, 2020. Verso has a state income tax credit of $36 million, with a 15-year carryforward period, which begins to expire in 2024. Verso has research and development credit carryforwards of $4 million which begin to expire in 2036. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
|
|
|
|
|
|
(Dollars in millions)
|
|
Balance at December 31, 2018
|
$
|
2
|
|
Additions
|
—
|
|
Reductions
|
—
|
|
Balance at December 31, 2019
|
2
|
|
Additions
|
—
|
|
Reductions
|
—
|
|
Balance at December 31, 2020
|
$
|
2
|
|
Verso’s policy is to record interest paid or received with respect to income taxes as interest expense or interest income, respectively, in the Consolidated Statements of Operations. The total amount of tax-related interest and penalties in the Consolidated Balance Sheets was zero at December 31, 2019 and 2020. The amount of expense (benefit) for interest and penalties included in the Consolidated Statements of Operations was zero for all periods presented.
None of the unrecognized tax benefits are expected to significantly increase or decrease in the next twelve months. None of the unrecognized tax benefits would, if recognized, affect the effective tax rate.
Verso files income tax returns in the United States for federal and various state jurisdictions. As of December 31, 2020, periods beginning in 2017 are still open for examination by various taxing authorities; however, taxing authorities have the ability to adjust net operating loss carryforwards from years prior to 2017. As of December 31, 2020, there are no ongoing federal or state income tax audits.
16. COMMITMENTS AND CONTINGENCIES
Purchase obligations — Verso has entered into unconditional purchase obligations in the ordinary course of business for the purchase of certain raw materials, energy and services. The following table summarizes the unconditional purchase obligations, as of December 31, 2020.
|
|
|
|
|
|
(Dollars in millions)
|
|
2021
|
$
|
21
|
|
2022
|
19
|
|
2023
|
16
|
|
2024
|
14
|
|
2025
|
6
|
|
Thereafter
|
4
|
|
Total
|
$
|
80
|
|
Represented Employees — As of December 31, 2020, 52% of Verso’s workforce is represented by unions. On February 28, 2019, the United Steelworkers, or “USW,” represented employees at four Verso sites, voted to ratify a new Master Labor Agreement, or the “Agreement,” covering five USW local branches, or approximately 80% of Verso’s hourly represented workforce as of December 31, 2019. The Agreement, which was effective on March 1, 2019, will run for a period of three years with staggered expiration dates at each of the affected sites. In addition, two smaller local unions (the International Brotherhood
of Electrical Workers and the International Brotherhood of Teamsters) at two of the mill locations also signed and are participating in the Agreement. The remaining four smaller trade unions at two of the mill sites ratified new agreements in the fourth quarter of 2019. During the year ended December 31, 2019, Verso recognized $7 million of expense for signing bonuses and for the settlement of various work arrangement issues, to represented employees covered by the Agreements, which was included in Cost of products sold on the Consolidated Statement of Operations.
Severance Arrangements — Under Verso’s severance policy, and subject to certain terms and conditions, if the employment of eligible regular, full-time salaried employee or regular, full-time hourly employee is terminated under specified circumstances, the employee is eligible to receive a termination allowance based on the employee’s eligible pay, employee classification and applicable service as follows: (i) one week of eligible pay multiplied by years of service not in excess of 10 years of service for employees with one through 10 years of service and (ii) for employees with eleven and above years of service, an additional two weeks of eligible pay multiplied by years of service in excess of 10 years of service. In any event, the allowance is not less than two weeks of eligible pay and not more than 52 weeks of eligible pay. Termination allowances for union employees are subject to collective bargaining rules. Verso may also elect to provide the employee with other severance benefits such as subsidized continuation of medical and dental insurance coverage and outplacement services. Verso’s executive officers are also entitled to receive additional severance benefits under their contracts with Verso in the event of the termination of their employment under certain circumstances.
Settlement Agreement — On March 20, 2018, Verso entered into a settlement agreement, or “the Settlement Agreement,” with Canadian producers of supercalendered paper, Port Hawkesbury Paper Limited Partnership and certain related entities, collectively, “Port Hawkesbury” and Irving Paper Limited, or “Irving”. In accordance with the terms of the Settlement Agreement, Verso filed with the U.S. Department of Commerce, or “Commerce,” a written request for a “no interest” changed circumstances review by Commerce of the final countervailing duty order, or the “CVD Order,” issued by Commerce on December 10, 2015, imposing tariffs on supercalendered paper imported into the United States from Canada since August 3, 2015; such request is referred to as the “Changed Circumstances Request”. Included in the Changed Circumstances Request, among other things, was a request that Commerce revoke the CVD Order retroactively to August 3, 2015, which, if granted, would result in refunds to Canadian producers of supercalendered paper of all countervailing duties collected on supercalendered paper imported into the United States from such producers under the CVD Order.
On July 5, 2018, Commerce granted the request and revoked the countervailing duties retroactively to August 3, 2015, the date the tariffs were originally imposed, which will result in a refund to Canadian producers of supercalendered paper of the countervailing duties previously collected on supercalendered paper imported into the United States from such producers. Pursuant to the Settlement Agreement, Irving and Port Hawkesbury agreed to pay Verso a percentage, totaling up to $42 million, of the duties refunded to such parties over time. During the year ended December 31, 2018, $42 million in settlement payments were received by Verso and are included in Other (income) expense on the Consolidated Statement of Operations.
General Litigation — Verso is involved from time to time in legal proceedings incidental to the conduct of its business. While any proceeding or litigation has the element of uncertainty, Verso believes that the outcome of any of these lawsuits or claims that are pending or threatened or all of them combined (other than those that cannot be assessed due to their preliminary nature) will not have a material effect on the Consolidated Financial Statements.
In November 2019, the state of West Virginia asserted in an administrative enforcement action that three above-ground storage tanks at Verso’s Luke Mill leaked and that Verso had failed to take certain actions to prevent and report the release of pollutants into the North Branch of the Potomac River. In March 2020, the Potomac Riverkeeper Network (“PRKN”) filed a federal lawsuit against Verso alleging the improper handling, storage, and disposal of wastes generated at the Luke Mill. In May 2020, Maryland joined the PRKN lawsuit and in July 2020, Maryland obtained dismissal of a lawsuit that it previously had filed with respect to the same facts. The Luke Mill sits on the border of West Virginia and Maryland, and it was closed in June 2019.
Verso has worked cooperatively with the States of Maryland and West Virginia to address impacts to the environment at our Luke Mill from previous historic operations related to the alleged violations of state and federal environmental laws. Verso has undertaken actions to identify the extent of such impacts and has installed, and is continuing ongoing evaluation and installation of, remedial measures to address these impacts.
Verso is currently engaged in settlement negotiations with the states of Maryland and West Virginia and with the PKRN. Verso believes that it is nearing agreements in principle with the two states and the PKRN to settle all claims related to these environmental impacts including the installation of remedial measures and the payment of civil penalties to the two states.
If settlement terms with the State of West Virginia are reached, Verso anticipates that the State of West Virginia would file an action in West Virginia state court and would have a consent decree entered to effect the settlement.
As a result of Verso’s ongoing discussions with the States of Maryland and West Virginia and the PRKN, it has reserved an estimated amount for the potential settlements of these disputes in its financial statements as of December 31, 2020.
During 2019 and 2020, Verso recorded $3 million and $7 million, respectively, in Cost of products sold on the Consolidated Statements of Operations for costs related to environmental remediation efforts, of which $2 million and $5 million is included in Accrued and other liabilities on the Consolidated Balance Sheets as of December 31, 2019 and 2020, respectively.
17. UNAUDITED QUARTERLY DATA
The quarterly financial data is as follows:
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(Dollars in millions, except per share amounts)
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First
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Second
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Third
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Fourth
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First
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Second
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Third
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Fourth
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Quarter
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Quarter
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Quarter
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Quarter
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Quarter
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Quarter
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Quarter
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Quarter
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2019
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2019
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2019
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2019
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2020
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2020
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2020
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2020
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Summary Statement of Operations Data:
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Net sales
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$
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639
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$
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602
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$
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616
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$
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587
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$
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471
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$
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268
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$
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306
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$
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314
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Cost of products sold (exclusive of depreciation and amortization)
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549
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540
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536
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513
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427
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271
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309
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327
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Depreciation and amortization
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28
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104
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25
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26
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23
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22
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21
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87
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Selling, general and administrative expenses
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24
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29
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23
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28
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27
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16
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19
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15
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Restructuring charges
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—
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40
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4
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8
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6
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—
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(2)
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8
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Other operating (income) expense(1)
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1
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1
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—
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2
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(88)
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1
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3
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(5)
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Interest expense
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1
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1
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—
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—
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—
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—
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1
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—
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Other (income) expense(2)
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(1)
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(1)
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(1)
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(15)
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(4)
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(5)
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(5)
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(5)
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Income tax expense (benefit)(3)(4)
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1
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—
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(1)
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(91)
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26
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(3)
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(9)
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(23)
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Net income (loss)(4)
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36
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(112)
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30
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116
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54
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(34)
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(31)
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(90)
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Share Data:
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Income (loss) per common share:
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Basic(4)(5)
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$
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1.05
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$
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(3.23)
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$
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0.86
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|
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$
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3.35
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$
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1.53
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$
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(0.99)
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$
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(0.92)
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$
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(2.67)
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Diluted(4)(5)
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1.03
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(3.23)
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0.85
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3.30
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1.52
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(0.99)
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(0.92)
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(2.67)
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Weighted average shares of common stock outstanding (thousands):
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Basic
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34,484
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34,626
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34,686
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34,702
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35,107
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34,548
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33,675
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33,558
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Diluted
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35,225
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34,626
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35,137
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35,232
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35,381
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34,548
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33,675
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33,558
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Closing price per share:
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High
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$
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25.80
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$
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23.22
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$
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19.23
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$
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18.93
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$
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19.13
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$
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17.01
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$
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14.41
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$
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12.43
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Low
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18.47
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16.67
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9.90
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12.15
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10.71
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10.25
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7.82
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7.58
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Period-end
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21.42
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19.05
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12.38
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18.03
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11.35
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11.89
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8.03
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12.01
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(1) First quarter of 2020 other operating income primarily associated with the gain on the sale of Androscoggin and Stevens Point mills.
(2) Fourth quarter of 2019 other income primarily associated with the pension settlement gain.
(3) Fourth quarter of 2019 income tax benefit primarily associated with a release of the income tax valuation allowances on all federal deferred tax assets and certain state tax credits.
(4) Previously reported fourth quarter of 2019 amounts were corrected in 2020 (see Note 1). The above table presents the corrected fourth quarter of 2019 amounts for the following line items: Income tax benefit (previously reported as $117 million), Net income (previously reported as $142 million), Basic income per common share (previously reported as $4.10), and Diluted income per common share (previously reported as $4.04).
(5) Earnings per share calculations for each fiscal quarter are based on the applicable weighted average shares outstanding for each period, and the sum of the earnings per share for the four fiscal quarters may not necessarily be equal to the full year earnings per share amount.
18. SUBSEQUENT EVENTS
On January 27, 2021, Verso’s Board of Directors appointed Randy J. Nebel as Verso’s President and Chief Executive Officer.
On February 5, 2021, Verso’s Board of Directors declared a quarterly cash dividend of $0.10 per share of Verso's common stock, payable on March 29, 2021, to stockholders of record on March 18, 2021.
On February 8, 2021, Verso decided to permanently shut down its No. 14 paper machine and certain other long-lived assets at its paper mill in Wisconsin Rapids, Wisconsin, while continuing to explore viable and sustainable alternatives with the remaining assets, including its converting operation, No. 16 paper machine and other remaining long-lived assets. This decision was made in response to the continued accelerated decline in printing and writing paper demand. The decision to permanently shut down its No. 14 paper machine and certain other long-lived assets, which have been idle since July 2020, will permanently reduce Verso’s total annual production capacity by approximately 185,000 tons of coated paper. Verso furloughed approximately 700 employees when the Wisconsin Rapids Mill was idled in July 2020, and does not expect to further reduce the number of employees from what was already recognized. In the first quarter of 2021, Verso expects to recognize $95 million to $105 million of accelerated depreciation and pre-tax non-cash charges associated with its No. 14 paper machine and certain other long-lived assets.