Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | VRSZQ | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 81,822,507 | |
Entity Registrant Name | VERSO CORPORATION | |
Entity Central Index Key | 1,421,182 | |
Entity Filer Category | Smaller Reporting Company | |
Verso Paper Holdings LLC | ||
Document Information [Line Items] | ||
Entity Registrant Name | VERSO PAPER HOLDINGS LLC | |
Entity Central Index Key | 1,395,864 | |
Entity Filer Category | Non-accelerated Filer |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 40 | $ 4 |
Accounts receivable, net | 217 | 226 |
Inventories | 485 | 484 |
Assets held for sale | 0 | 5 |
Prepaid expenses and other assets | 31 | 32 |
Total current assets | 773 | 751 |
Property, plant, and equipment, net | 1,694 | 1,857 |
Intangibles and other assets, net | 92 | 102 |
Total assets | 2,559 | 2,710 |
Current liabilities: | ||
Accounts payable | 88 | 113 |
Accrued liabilities | 156 | 267 |
Current maturities of long-term debt | 420 | 2,879 |
Total current liabilities | 664 | 3,259 |
Long-term debt | 0 | 0 |
Other liabilities | 622 | 634 |
Liabilities subject to compromise | 2,544 | 0 |
Total liabilities | 3,830 | 3,893 |
Commitments and contingencies (Note 12) | 0 | 0 |
Equity: | ||
Preferred stock -- par value $0.01 (20,000,000 shares authorized, no shares issued) | 0 | 0 |
Common stock -- par value $0.01 (250,000,000 shares authorized with 82,115,543 shares issued and 81,874,254 outstanding on December 31, 2015 and with 82,115,543 shares issued and 81,852,183 outstanding on March 31, 2016) | 1 | 1 |
Treasury stock -- at cost (241,289 shares on December 31, 2015 and 263,360 shares on March 31, 2016) | (1) | (1) |
Paid-in-capital | 321 | 321 |
Retained deficit | (1,490) | (1,402) |
Accumulated other comprehensive loss | (102) | (102) |
Total deficit | (1,271) | (1,183) |
Total liabilities and equity | 2,559 | 2,710 |
Verso Paper Holdings LLC | ||
Current assets: | ||
Cash and cash equivalents | 40 | 4 |
Accounts receivable, net | 217 | 226 |
Inventories | 485 | 484 |
Assets held for sale | 0 | 5 |
Prepaid expenses and other assets | 31 | 32 |
Total current assets | 773 | 751 |
Property, plant, and equipment, net | 1,694 | 1,857 |
Intangibles and other assets, net | 116 | 125 |
Total assets | 2,583 | 2,733 |
Current liabilities: | ||
Accounts payable | 88 | 113 |
Accrued liabilities | 156 | 267 |
Current maturities of long-term debt | 420 | 2,879 |
Total current liabilities | 664 | 3,259 |
Long-term debt | 23 | 23 |
Other liabilities | 619 | 630 |
Liabilities subject to compromise | 2,544 | 0 |
Total liabilities | 3,850 | 3,912 |
Commitments and contingencies (Note 12) | 0 | 0 |
Equity: | ||
Paid-in-capital | 332 | 332 |
Retained deficit | (1,497) | (1,409) |
Accumulated other comprehensive loss | (102) | (102) |
Total deficit | (1,267) | (1,179) |
Total liabilities and equity | $ 2,583 | $ 2,733 |
UNAUDITED CONDENSED CONSOLIDAT3
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 82,115,543 | 82,115,543 |
Common stock, shares outstanding | 81,852,183 | 81,874,254 |
Treasury stock, shares | 263,360 | 241,289 |
UNAUDITED CONDENSED CONSOLIDAT4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales | $ 690,000 | $ 806,000 |
Costs and expenses: | ||
Cost of products sold (exclusive of depreciation, amortization and depletion) | 618,000 | 728,000 |
Depreciation, amortization and depletion | 48,000 | 57,000 |
Selling, general and administrative expenses | 47,000 | 55,000 |
Restructuring charges | 144,000 | 22,000 |
Other operating income | 57,000 | 0 |
Operating loss | (110,000) | (56,000) |
Interest expense | 26,000 | 66,000 |
Reorganization items, net | (48,000) | 0 |
Loss before income taxes | (88,000) | (122,000) |
Income tax benefit | 0 | 0 |
Net loss | $ (88,000) | $ (122,000) |
Loss per common share: | ||
Basic loss per share (usd per share) | $ (1.07) | $ (1.53) |
Diluted loss per share (usd per share) | $ (1.07) | $ (1.53) |
Weighted average common shares outstanding (in thousands) | ||
Basic (shares) | 81,869 | 79,670 |
Diluted (shares) | 81,869 | 79,670 |
Verso Paper Holdings LLC | ||
Net sales | $ 690,000 | $ 806,000 |
Costs and expenses: | ||
Cost of products sold (exclusive of depreciation, amortization and depletion) | 618,000 | 728,000 |
Depreciation, amortization and depletion | 48,000 | 57,000 |
Selling, general and administrative expenses | 47,000 | 55,000 |
Restructuring charges | 144,000 | 22,000 |
Other operating income | 57,000 | 0 |
Operating loss | (110,000) | (56,000) |
Interest income | 0 | 0 |
Interest expense | 26,000 | 66,000 |
Reorganization items, net | (48,000) | 0 |
Loss before income taxes | (88,000) | (122,000) |
Income tax benefit | 0 | 0 |
Net loss | $ (88,000) | $ (122,000) |
UNAUDITED CONDENSED CONSOLIDAT5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net loss | $ (88) | $ (122) |
Other comprehensive (loss) income: | ||
Defined benefit pension plan amortization of net loss and prior service cost | 0 | 0 |
Other comprehensive income | 0 | 0 |
Comprehensive loss | (88) | (122) |
Verso Paper Holdings LLC | ||
Net loss | (88) | (122) |
Other comprehensive (loss) income: | ||
Defined benefit pension plan amortization of net loss and prior service cost | 0 | 0 |
Other comprehensive income | 0 | 0 |
Comprehensive loss | $ (88) | $ (122) |
UNAUDITED CONDENSED CONSOLIDAT6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Millions | Total | Verso Paper Holdings LLC | Common Stock | Treasury Stock | Paid-in-Capital | Paid-in-CapitalVerso Paper Holdings LLC | Retained Deficit | Retained DeficitVerso Paper Holdings LLC | Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss)Verso Paper Holdings LLC |
Common Stock, Shares, Beginning of the Period at Dec. 31, 2014 | 53,435,000 | |||||||||
Stockholders' Equity Beginning of Period at Dec. 31, 2014 | $ (784) | $ 1 | $ 0 | $ 222 | $ (980) | $ (27) | ||||
Treasury stock, Shares Beginning of Period at Dec. 31, 2014 | (98,000) | |||||||||
Member's Equity Beginning of Period at Dec. 31, 2014 | $ (780) | $ 234 | $ (987) | $ (27) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Contribution from parent | 95 | 95 | ||||||||
Net loss | (122) | (122) | (122) | (122) | ||||||
Treasury shares acquired (in shares) | (111,000) | |||||||||
Treasury shares acquired | (1) | $ (1) | ||||||||
Stock option exercise (in shares) | 14,000 | |||||||||
Stock option exercise | 0 | $ 0 | ||||||||
Stock issued for NewPage acquisition ( in shares) | 13,607,000 | |||||||||
Stock issued for NewPage acquisition | 46 | 46 | 46 | |||||||
Stock issued for convertible warrants (in shares) | 14,702,000 | |||||||||
Stock issued for convertible warrants | 50 | 50 | 50 | |||||||
Equity award expense | 1 | 1 | 1 | 1 | ||||||
Common Stock, Shares, End of the Period at Mar. 31, 2015 | 81,758,000 | |||||||||
Stockholders' Equity End of Period at Mar. 31, 2015 | $ (810) | $ 1 | $ (1) | 319 | (1,102) | (27) | ||||
Treasury stock, Shares End of Period at Mar. 31, 2015 | (209,000) | |||||||||
Member's Equity End of Period at Mar. 31, 2015 | (806) | 330 | (1,109) | (27) | ||||||
Common Stock, Shares, Beginning of the Period at Dec. 31, 2015 | 82,115,543 | 82,115,000 | ||||||||
Stockholders' Equity Beginning of Period at Dec. 31, 2015 | $ (1,183) | $ 1 | $ (1) | 321 | (1,402) | (102) | ||||
Treasury stock, Shares Beginning of Period at Dec. 31, 2015 | (241,289) | (241,000) | ||||||||
Member's Equity Beginning of Period at Dec. 31, 2015 | (1,179) | 332 | (1,409) | (102) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net loss | $ (88) | $ (88) | (88) | (88) | ||||||
Treasury shares acquired (in shares) | (22,000) | |||||||||
Treasury shares acquired | $ 0 | $ 0 | ||||||||
Stock issued for NewPage acquisition | ||||||||||
Stock issued for convertible warrants | ||||||||||
Common Stock, Shares, End of the Period at Mar. 31, 2016 | 82,115,543 | 82,115,000 | ||||||||
Stockholders' Equity End of Period at Mar. 31, 2016 | $ (1,271) | $ 1 | $ (1) | $ 321 | $ (1,490) | $ (102) | ||||
Treasury stock, Shares End of Period at Mar. 31, 2016 | (263,360) | (263,000) | ||||||||
Member's Equity End of Period at Mar. 31, 2016 | $ (1,267) | $ 332 | $ (1,497) | $ (102) |
UNAUDITED CONDENSED CONSOLIDAT7
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net cash (used in) provided by operating activities | $ 64,000 | $ (204,000) |
Cash Flows From Investing Activities: | ||
Proceeds from sale of assets | 63,000 | 51,000 |
Transfers from (to) restricted cash, net | (3,000) | 2,000 |
Capital expenditures | (11,000) | (9,000) |
Cash acquired in acquisition | 128,000 | |
Other investing activities | 0 | (5,000) |
Net cash provided by investing activities | 49,000 | 167,000 |
Cash Flows From Financing Activities: | ||
Borrowings on revolving credit facilities | 147,000 | 317,000 |
Payments on revolving credit facilities | (446,000) | (272,000) |
Borrowings on debtor-in-possession revolving credit facilities | 204,000 | 0 |
Payments on debtor-in-possession revolving credit facilities | (136,000) | 0 |
Proceeds from debtor-in-possession Term Loan | 175,000 | 0 |
Debt issuance costs | (21,000) | 0 |
Net cash provided by (used in) financing activities | (77,000) | 45,000 |
Change in cash and cash equivalents | 36,000 | 8,000 |
Cash and cash equivalents at beginning of period | 4,000 | 6,000 |
Cash and cash equivalents at end of period | $ 40,000 | 14,000 |
Noncash investing and financing activities: | ||
Notes issued for NewPage acquisition | 663,000 | |
Stock issued for NewPage acquisition | 46,000 | |
Stock issued for convertible warrants | 50,000 | |
Conversion of accrued interest to long-term debt | 19,000 | |
Reduction in debt for debt modification | $ (1,000) | (5,000) |
Increase in debt from paid in kind (PIK) interest | 2,000 | 1,000 |
Verso Paper Holdings LLC | ||
Net cash (used in) provided by operating activities | 64,000 | (204,000) |
Cash Flows From Investing Activities: | ||
Proceeds from sale of assets | 63,000 | 51,000 |
Transfers from (to) restricted cash, net | (3,000) | 2,000 |
Capital expenditures | (11,000) | (9,000) |
Cash acquired in acquisition | 128,000 | |
Other investing activities | 0 | (5,000) |
Net cash provided by investing activities | 49,000 | 167,000 |
Cash Flows From Financing Activities: | ||
Borrowings on revolving credit facilities | 147,000 | 317,000 |
Payments on revolving credit facilities | (446,000) | (272,000) |
Borrowings on debtor-in-possession revolving credit facilities | 204,000 | 0 |
Payments on debtor-in-possession revolving credit facilities | (136,000) | 0 |
Proceeds from debtor-in-possession Term Loan | 175,000 | 0 |
Debt issuance costs | (21,000) | 0 |
Net cash provided by (used in) financing activities | (77,000) | 45,000 |
Change in cash and cash equivalents | 36,000 | 8,000 |
Cash and cash equivalents at beginning of period | 4,000 | 6,000 |
Cash and cash equivalents at end of period | $ 40,000 | 14,000 |
Noncash investing and financing activities: | ||
Notes issued for NewPage acquisition | 663,000 | |
Stock issued for NewPage acquisition | 46,000 | |
Stock issued for convertible warrants | 50,000 | |
Conversion of accrued interest to long-term debt | 19,000 | |
Reduction in debt for debt modification | $ (1,000) | (5,000) |
Increase in debt from paid in kind (PIK) interest | $ 2,000 | $ 1,000 |
BACKGROUND AND BASIS OF PRESENT
BACKGROUND AND BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BACKGROUND AND BASIS OF PRESENTATION | BACKGROUND AND BASIS OF PRESENTATION Verso Corporation is the ultimate parent entity and the sole member of Verso Paper Finance Holdings One LLC, which is the sole member of Verso Paper Finance Holdings LLC, which is the sole member of Verso Paper Holdings LLC. As used in this report, the term “Verso” refers to Verso Corporation; the term “Verso Finance” refers to Verso Paper Finance Holdings LLC; the term “Verso Holdings” refers to Verso Paper Holdings LLC; the term “NewPage” refers to NewPage Holdings Inc., an indirect, wholly owned subsidiary of Verso; the term “NewPage Corp” refers to NewPage Corporation, an indirect, wholly owned subsidiary of NewPage; and 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 “Verso,” “we,” “us,” and “our” refer collectively to Verso Corporation and Verso Holdings. Other than Verso’s common stock transactions, Verso Finance’s debt obligation and related financing costs and interest expense, Verso Holdings’ loan to Verso Finance, and the debt obligation of Verso Holdings’ consolidated variable interest entity to Verso Finance, the assets, liabilities, income, expenses and cash flows presented for all periods represent those of Verso Holdings in all material respects. Unless otherwise noted, the information provided pertains to both Verso and Verso Holdings. We operate in the following two market segments: paper and pulp (see Note 13 ). Our core business platform is as a producer of coated freesheet and coated groundwood papers. Our products are used primarily in media and marketing applications, including catalogs, magazines, and commercial printing applications such as high-end advertising brochures, annual reports, and direct-mail advertising. Basis of Presentation — This report contains the Unaudited Condensed Consolidated Financial Statements of Verso and Verso Holdings as of March 31, 2016 , and for the three-month periods ended March 31, 2016 and 2015 . The December 31, 2015 , Unaudited Condensed Consolidated Balance Sheet data was derived from audited financial statements but it does not include all disclosures required annually by accounting principles generally accepted in the United States of America, or “GAAP.” In the opinion of Management, the accompanying Unaudited Condensed Consolidated Financial Statements include all adjustments that are necessary for the fair presentation of Verso’s and Verso Holdings’ respective financial conditions, results of operations, and cash flows for the interim periods presented. Except as disclosed in the notes to the Unaudited Condensed Consolidated Financial Statements, such adjustments are of a normal, recurring nature. Variable interest entities for which Verso or Verso Holdings is the primary beneficiary are consolidated. Intercompany balances and transactions are eliminated in consolidation. The results of operations and cash flows for the interim periods presented may not necessarily be indicative of full-year results. It is suggested that these financial statements be read in conjunction with the audited consolidated financial statements and notes thereto of Verso and Verso Holdings contained in their respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2015 . Going Concern — Our recent financial results have included several years of operating losses, cash flows used in operations, stockholders’ deficit, and negative working capital. We are a highly leveraged company, with $2.3 billion in borrowings outstanding under certain financing arrangements which are classified as Liabilities subject to compromise as of March 31, 2016 (see Note 2). Also as of March 31, 2016, we had $52 million available for future borrowings under the Verso Superpriority Secured Debtor-in-Possession Credit Agreement and $169 million available for future borrowings under the NewPage Superpriority Senior Debtor-in-Possession Asset-Based Revolving Credit Agreement (see Note 7 ). Our negative cash flows from operations caused an inability to support our significant interest payments and debt maturities and a need to refinance and/or extend the maturities of our outstanding debt. On January 26, 2016, Verso and substantially all of its direct and indirect subsidiaries filed voluntary petitions for relief under the Bankruptcy Code in Bankruptcy Court (see Note 2). The Chapter 11 Filings (as defined in Note 2 ) constituted an event of default and automatic acceleration under the agreements governing all of our debt (excluding the $23 million loan from Verso Finance Holdings to Chase NMTC Verso Investment Fund). Our restructuring is expected to occur through a court-supervised Chapter 11 bankruptcy proceeding. While we have reached a restructuring support agreement with our creditors holding at least a majority in principal amount of substantially all tranches of our funded debt, the implementation of the terms of such agreement through the Plan is subject to court approval and is subject to implementation risks as described in Note 2 . The accompanying Unaudited Consolidated Financial Statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern. Based on the factors discussed above, we have substantial doubt about our ability to continue as a going concern (see Note 2 ). |
BANKRUPTCY RELATED DISCLOSURES
BANKRUPTCY RELATED DISCLOSURES | 3 Months Ended |
Mar. 31, 2016 | |
Reorganizations [Abstract] | |
BANKRUPTCY RELATED DISCLOSURES | BANKRUPTCY RELATED DISCLOSURES Chapter 11 Filing On January 26, 2016, or the “Petition Date,” we and substantially all of our direct and indirect subsidiaries, collectively, the “Debtors,” filed voluntary petitions for relief, or the “Chapter 11 Filings,” under Chapter 11 of Title 11 of the United States Code, or the “Bankruptcy Code,” in the United States Bankruptcy Court for the District of Delaware, the “Bankruptcy Court.” The Chapter 11 Filings constituted an event of default and automatic acceleration under the agreements governing all of our debt (excluding the $23 million loan from Verso Finance Holdings to Chase NMTC Verso Investment Fund). The chapter 11 cases, or the “Chapter 11 Cases,” have been consolidated for procedural purposes only and are being administered jointly under the caption “In re: Verso Corporation, et al., Case No. 16-10163.” During the pendency of the Chapter 11 Cases, we will continue to manage our properties and operate our businesses as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Restructuring Support Agreement In connection with the Chapter 11 Cases, on January 26, 2016, Verso entered into a Restructuring Support Agreement, or “RSA,” with creditors who collectively hold at least a majority in principal amount of substantially all tranches of Verso’s outstanding debt, or the “Consenting Creditors.” The RSA contemplates the implementation of a restructuring through a conversion of approximately $2.3 billion of our outstanding debt into equity (as provided in the Plan, as defined below). The RSA incorporates the economic terms agreed to by the parties reflected in a term sheet within the RSA. The restructuring transactions are to be effectuated through the Plan. The implementation of the terms of the RSA through the Plan is subject to approval by the Bankruptcy Court and entry into the Exit Credit Agreements, among other conditions. No assurance can be given that the transactions described therein will be consummated. The RSA contains milestones for the progress of the Chapter 11 Cases, or the “Milestones,” which include the dates by which the Debtors are required to, among other things: (a) file certain motions and documents, including a plan reflecting the terms of the restructuring contemplated by the RSA and disclosure statement, with the Bankruptcy Court; (b) obtain certain orders of the Bankruptcy Court; and (c) consummate our emergence from bankruptcy. Among other dates set forth in the RSA, the agreement contemplates that the Plan will be confirmed by the Bankruptcy Court by July 4, 2016 and that the Debtors will emerge from bankruptcy no later than 30 days after the Bankruptcy Court has entered the confirmation order. The parties to the RSA may terminate the agreement under certain limited circumstances. We may terminate the RSA due to: • our respective board of directors, in good faith after consultation with outside financial advisors and outside legal counsel that proceeding with the Plan would be inconsistent with its fiduciary duties; • the failure to achieve any of the Milestones; • a material breach of the RSA by Consenting Creditors; or • certain actions by the Bankruptcy Court, including preventing the consummation of the Plan, dismissing the Chapter 11 Cases, and converting the Chapter 11 Cases into a case under chapter 7 of the Bankruptcy Code. The Consenting Creditors have similar termination rights that may, as a general matter, be exercised by a super-majority of each of the Consenting Creditors holding Verso debt and the Consenting Creditors holding NewPage debt. Additionally, the Consenting Creditors may terminate the RSA upon any acceleration, termination, maturity or refinancing of the Verso DIP Facility or either of the NewPage DIP Facilities (see Note 7 ) or if certain uses of proceeds as required under the Bankruptcy Court orders regarding such facilities are not completed within specified times. Proposed Plan of Reorganization On March 26, 2016, the Debtors filed a proposed joint plan of reorganization with the Bankruptcy Court together with a disclosure statement in respect of the Plan. We refer to the plan of reorganization and the disclosure statement, each as amended, as the “Plan” and the “Disclosure Statement,” respectively. A plan of reorganization sets forth, among other things, the treatment of claims against and equity interests in the debtor. The consummation of a plan of reorganization is the principal objective of a Chapter 11 reorganization case. The terms of the Plan, which are subject in all respects to the specific terms and definitions set forth in the Plan, include, but are not limited to, the elimination of much of our outstanding indebtedness and to the issuance of 100% of Verso’s equity (subject to dilution by warrants issued to certain creditors described below, or “Plan Warrants,” and equity issued to our employees under a potential management incentive plan) to our existing creditors in exchange for elimination of such indebtedness. Specifically, holders of first-lien secured debt issued by Verso Holdings, including lenders under Verso Holdings’ revolving credit facilities and the holders of Verso Holdings’ 11.75% senior secured notes due 2019 (issued in 2012 and 2015), will receive 50% of Verso’s equity (plus the Plan Warrants), and lenders under the NewPage Corp senior secured term loan and the $175 million of “rolled up” term loans under the NewPage DIP Term Loan Facility, collectively, will receive 47% of Verso’s equity. Holders of Verso Holdings’ other funded debt will receive the remaining 3% of Verso’s equity. The Plan also provides for the payment in full in cash of claims under the Verso DIP Facility, claims under the NewPage DIP ABL Facility, claims relating to the $175 million of new money term loans under the NewPage DIP Term Loan Facility, and claims entitled to administrative expense or priority status under the Bankruptcy Code (in each case, except to the extent that holders of such claims agree to less favorable treatment). Holders of general unsecured claims will receive their pro rata share of $3 million in cash (except with respect to general unsecured claims against Debtors that have only de minimis assets, which will receive no distributions under the Plan). In addition, the shared services agreement between Verso, NewPage and NewPage Corp will be terminated under the terms of the Plan. The Plan also provides that we will enter into an asset-based loan facility, or the “Exit ABL Facility,” and a term loan facility, or the “Exit Term Loan Facility,” upon our emergence from the Chapter 11 process. We refer to the two facilities collectively as the “Exit Credit Agreements.” The Exit Credit Agreements will provide exit financing in an amount sufficient to repay in full all amounts outstanding under the Verso DIP Facility, NewPage DIP ABL Facility, and the $175 million of new money term loans under the NewPage DIP Term Loan Facility. We have not negotiated the Exit Credit Agreements yet and have not yet received any binding commitments with respect to the financing contemplated thereby. Therefore, we can provide no assurances that we will be able to enter into the Exit Credit Agreements. We expect to continue to operate in the normal course of business during the reorganization process. Unless otherwise authorized by the Bankruptcy Court, the Bankruptcy Code prohibits us from making payments to creditors on account of pre-petition claims. Vendors are, however, being paid for goods furnished and services provided after the Petition Date in the ordinary course of business. However, operating in bankruptcy imposes significant risks on our businesses and we cannot predict whether or when we will successfully emerge from bankruptcy. Financial Reporting Under Reorganization The Unaudited Condensed Financial Statements have been prepared to reflect the application of Financial Accounting Standards Board, or “FASB”Accounting Standards Codification, or “ASC” 852, Reorganizations, which is a critical accounting policy. During the pendency of the Chapter 11 Cases, expenses, gains and losses directly associated with reorganization proceedings are reported as Reorganization items, net in the accompanying Unaudited Consolidated Statement of Operations. In addition, liabilities subject to compromise in the Chapter 11 proceedings are distinguished from liabilities of non-filing entities, fully secured liabilities not expected to be compromised and from post-petition liabilities in the accompanying Unaudited Consolidated Statement of Financial Position as of March 31, 2016. Where there is uncertainty about whether a secured claim will be paid or impaired under the Chapter 11 proceedings, we have classified the entire amount of the claim as a liability subject to compromise. The amount of liabilities subject to compromise represents our estimate, where an estimate is determinable, of known or potential pre-petition claims to be addressed in connection with the bankruptcy proceedings. Such liabilities are reported at our current estimate, where an estimate is determinable, of the allowed claim amounts, even though the claims may be settled for different amounts. These claims remain subject to future adjustments, which may result from: negotiations; actions of the Bankruptcy Court; disputed claims; rejection of contracts and unexpired leases; the determination as to the value of any collateral securing claims; proofs of claims; or other events. Effective as of the Petition Date we ceased recording interest expense on outstanding pre-petition debt classified as liabilities subject to compromise. Contractual interest expense represents amounts due under the contractual terms of outstanding pre-petition debt classified as liabilities subject to compromise. Contractual interest is reported below. Liabilities subject to compromise The amounts classified as liabilities subject to compromise, or “LSTC,” reflect the company's estimate of pre-petition liabilities and other expected allowed claims to be addressed in the Chapter 11 Cases and may be subject to future adjustment as the Chapter 11 Cases proceed. Debt amounts exclude related unamortized deferred financing costs, discounts/premiums, and deferred gains which were written off to Reorganization items, net, in the accompanying Unaudited Condensed Consolidated Statement of Operations for the three months ended March 31, 2016 . Amounts classified to LSTC do not include pre-petition liabilities that are fully collateralized by letters of credit or cash deposits. The following table presents LSTC as reported in the Unaudited Condensed Consolidated Balance Sheet at March 31, 2016 : March 31, (Dollars in millions) 2016 Debt (see following table) $ 2,324 Accrued interest on debt 126 Trade accounts payable and accrued liabilities 94 Total liabilities subject to compromise $ 2,544 Pre-Petition Debt Reported as Liabilities Subject to Compromise March 31, 2016 Original Interest Fair (Dollars in millions) Maturity Rate Balance Value Verso Holdings Revolving Credit Facilities 5/4/2017 7.25 % $ 50 $ 50 11.75% Senior Secured Notes - 2012 1/15/2019 11.75 % 418 46 11.75% Senior Secured Notes - 2015 1/15/2019 11.75 % 645 84 11.75% Secured Notes - 1.5 Lien Notes 1/15/2019 11.75 % 272 13 13% Second Priority Senior Secured Notes 8/1/2020 13.00 % 181 3 16% Senior Subordinated Notes 8/1/2020 16.00 % 65 1 8.75% Second Priority Senior Secured Notes 2/1/2019 8.75 % 97 1 11.38% Senior Subordinated Notes 8/1/2016 11.38 % 40 — NewPage Corp Floating Rate Senior Secured Term Loan 2/11/2021 9.50 % 556 136 Debt reported as liabilities subject to compromise $ 2,324 $ 334 We determine the fair value of our debt based on market information and a review of prices and terms available for similar obligations. Our debt is classified as Level 2 within the fair value hierarchy (see Note 4 ). Contractual Interest — Effective January 26, 2016, we discontinued recording interest expense on outstanding pre-petition debt classified as LSTC. The table below shows contractual interest amounts for debt classified as LSTC calculated in accordance with the respective agreements without giving effect to any penalties as a result of the default on such agreements, which are amounts due under the contractual terms of the outstanding debt. Interest expense reported in the condensed statements of consolidated income (loss) for the post-petition period ended March 31, 2016 does not include $48 million in contractual interest on pre-petition debt classified as LSTC, which has been stayed by the Bankruptcy Court effective on the Petition Date. Three Months Ended (Dollars in millions) March 31, 2016 Verso Holdings $ 38 NewPage Corp 10 Total contractual interest $ 48 Reorganization items, net Expenses and income directly associated with the Chapter 11 Cases are reported separately in the Unaudited Condensed Consolidated Balance Sheet as Reorganization items, net as required by ASC 852, Reorganizations . Reorganization items, net include adjustments to reflect the carrying value of LSTC at their estimated allowed claim amounts, as such adjustments are determined. The following table presents reorganization items incurred in the three months ended March 31, 2016 , as reported in the accompanying Unaudited Condensed Consolidated Statement of Operations: Three Months Ended (Dollars in millions) March 31, 2016 Professional fees $ 17 DIP financing cost 21 Write-off of unamortized deferred financing costs, discounts/premiums, and deferred gains (1) (81 ) Other (5 ) Total reorganization items, net $ (48 ) (1) Includes $116 million of reorganization gain for the difference between the petition date carrying value of certain Verso notes previously recorded as a troubled debt restructuring and their par value (estimated allowed claim) for such debt. Pre-Petition Claims Holders of the substantial majority of pre-petition claims were required to file proofs of claims by the bar date established by the Bankruptcy Court. A bar date is the date by which certain claims against the Debtors must be filed if the claimants wish to receive any distribution in the Chapter 11 cases. The Bankruptcy Court established a bar date of April 29, 2016 for the substantial majority of claims. The government bar date is as of July 25, 2016. As of May 19, 2016, we have received 3,643 filed claims. The filed claims aggregate to approximately $19.2 billion . We are in the process of reconciling these claims to the amounts listed in our schedules of assets and liabilities, which includes communication with claimants to acquire additional information required for reconciliation. As of May 19, 2016, 504 of those claims have been withdrawn, identified as duplicative or flagged to be expunged. To the extent claims are reconciled and settled/resolved, we have recorded them at the expected allowed amount. Certain claims filed or reflected in our schedules of assets and liabilities will be resolved on the effective date of the Plan of Reorganization, including certain claims filed by holders of funded debt and contract counterparties. Claims that remain unresolved and unreconciled through the filing of this report have been estimated based upon management’s best estimate of the likely claim amounts that the Bankruptcy Court will ultimately allow. In late May 2016 or early June 2016, we will began the process to request the Bankruptcy Court to disallow claims that we believe are duplicative, have been later amended or superseded, are without merit, are overstated, or should be disallowed for other reasons. Given the substantial number of claims filed, the claims resolution process will take considerable time to complete. Differences between liability amounts recorded by the Debtors as liabilities subject to compromise and claims filed by creditors will be investigated, and, if necessary, the Bankruptcy Court will make a final determination of the allowable claim. Differences between those final allowed claims and the liabilities recorded in the consolidated balance sheets will be recognized as reorganization items in our statements of consolidated income (loss) as they are resolved. The determination of how liabilities will ultimately be resolved cannot be made until a plan of reorganization or a court approved order related to settlement of specific liabilities becomes effective. Accordingly, the ultimate amount or resolution of such liabilities is not determinable at this time. The resolution of such claims could result in material adjustments to our financial statements. Executory Contracts and Unexpired Leases Under the Bankruptcy Code, we have the right to assume, assume and assign, or reject certain executory contracts and unexpired leases, subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the assumption of an executory contract or unexpired lease requires a debtor to satisfy pre-petition obligations under contracts, which may include payment of pre-petition liabilities in whole or in part. Rejection of an executory contract or unexpired lease is typically treated as a breach occurring as of the moment immediately preceding the Chapter 11 filing. Subject to certain exceptions, this rejection relieves the debtor from performing its future obligations under the contract but entitles the counterparty to assert a pre-petition general unsecured claim for damages. Parties to executory contracts or unexpired leases rejected by a debtor may file proofs of claims against that debtor’s estate for rejection damages. Since the Petition Date, we have renegotiated or rejected a limited number of executory contracts and unexpired leases. For the quarter ended March 31, 2016, there have been no contract claim or assumption adjustments recorded within reorganization items as a result of this activity. |
RECENT ACCOUNTING DEVELOPMENTS
RECENT ACCOUNTING DEVELOPMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Changes and Error Corrections [Abstract] | |
RECENT ACCOUNTING DEVELOPMENTS | RECENT ACCOUNTING DEVELOPMENTS Accounting Guidance Adopted in 2016 ASC Topic 323, Investments – Equity Method and Joint Ventures. In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-07, Investments - Equity Method and Joint Ventures: Simplifying the Transition to the Equity Method of Accounting , changes the requirements for equity method accounting when an investment qualifies for use of the equity method as a result of an increase in the investor’s ownership interest in or degree of influence over an investee. The guidance (i) eliminates the need to retroactively apply the equity method of accounting upon qualifying for such treatment, (ii) requires that the cost of acquiring the additional interest in an investee be added to the basis of the previously held interest and (iii) requires that unrealized holding gains or losses for available-for-sale equity securities that qualify for the equity method of accounting be recognized in earnings at the date the investment becomes qualified for use of the equity method of accounting. The Company adopted this guidance on January 1, 2016 on a prospective basis and it did not impact our Unaudited Condensed Consolidated Financial Statements. ASC Topic 810, Consolidation. In February 2015, the FASB issued ASU 2015-02, Consolidation , which amends the requirements for consolidation and significantly changes the consolidation analysis required. This ASU is effective for annual reporting periods beginning after December 15, 2015, and interim periods within those years. The Company adopted this guidance on January 1, 2016 on a prospective basis and it did not impact our Unaudited Condensed Consolidated Financial Statements. ASC Topic 805, Business Combinations . In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement-Period Adjustments . This guidance eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. The acquirer must record, in the same period's financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. This guidance is effective for fiscal years beginning after December 15, 2015, and early adoption is permitted. The Company adopted this guidance on January 1, 2016 on a prospective basis and it did not impact our Unaudited Condensed Consolidated Financial Statements. Accounting Guidance Not Yet Adopted ASC Topic 606, Revenue from Contracts with Customers . In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606) . It amends the principal-versus-agent implementation guidance and illustrations in the ASU 2014-09. It clarifies that an entity should determine whether it is a principal or an agent for each specified good or service promised in a contract with a customer. Thus, in a contract involving more than one specified good or service, the entity could be a principal for some specified goods or services and an agent for others. This ASU has the same effective date as the ASU 2015-14. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This guidance will replace all current GAAP guidance on this topic and eliminate all industry-specific guidance. The new revenue recognition standard provides a unified model to determine when and how revenue is recognized. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. This guidance was effective for periods beginning after December 15, 2016 and can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption; however, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of the Effective Date, which defers the effective date to annual reporting periods beginning after December 15, 2017. We are currently evaluating the timing of adoption and the potential impact of this standard on our Unaudited Condensed Consolidated Financial Statements. ASC Topic 205, Presentation of Financial Statements-Going Concern. In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This ASU provides guidance on determining when and how to disclose going concern uncertainties in the financial statements. This guidance is effective for annual periods ending after December 15, 2016, and interim periods thereafter. We are currently evaluating the timing of adoption and the potential impact of this standard on our Unaudited Condensed Consolidated Financial Statements. ASC Topic 330, Inventory . In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This ASU provides that entities should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. Subsequent measurement is unchanged for inventory measured using LIFO or the retail inventory method. This ASU is effective for annual reporting periods beginning after December 15, 2016, and interim periods within those years. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our Unaudited Condensed Consolidated Financial Statements. ASC Topic 825, Financial Instruments. In January 2016, the FASB issued ASU No. 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities. Under this standard, all equity investments except those accounted for under the equity method are required to be measured at fair value. Equity investments that do not have a readily determinable fair value may, as a practical expedient, be measured at cost, adjusted for changes in observable prices minus impairment. This standard is effective for our interim and annual periods beginning January 1, 2018. This standard must be applied using a cumulative-effect adjustment in net income to the beginning of the fiscal year of adoption, except for equity investments without a readily determinable fair value, which are to be applied prospectively to equity investments as of the adoption date. We are currently evaluating the timing of adoption and the potential impact of this standard on our Unaudited Condensed Consolidated Financial Statements. ASC Topic 842, Leases. In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . This standard requires all leases that have a term of over 12 months to be recognized on the balance sheet with the liability for lease payments and the corresponding right-of-use asset initially measured at the present value of amounts expected to be paid over the term. Recognition of the costs of these leases on the income statement will be dependent upon their classification as either an operating or a financing lease. Costs of an operating lease will continue to be recognized as a single operating expense on a straight-line basis over the lease term. Costs for a financing lease will be disaggregated and recognized as both an operating expense (for the amortization of the right-of-use asset) and interest expense (for interest on the lease liability). This standard will be effective for our interim and annual periods beginning January 1, 2019, and must be applied on a modified retrospective basis to leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently evaluating the timing of adoption and the potential impact of this standard on our Unaudited Condensed Consolidated Financial Statements. ASC Topic 718, Compensation – Stock Compensation. In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting . This standard provides for several changes to the accounting for share-based awards. Among other changes, this standard will require recognition of certain income tax effects of awards in net income in the period in which the awards are settled or vested, rather than through additional paid-in capital in the equity section of the balance sheet. The standard also changes the presentation of excess tax benefits and statutory tax withholdings in the statement of cash flows. This standard will be effective for our interim and annual periods beginning January 1, 2017; however, early adoption is permitted. Each of the various provisions within this standard has its own specified transition method; some will be applied prospectively and others will be applied on a retrospective or modified retrospective basis. We are currently evaluating the timing of adoption and the potential impact of this standard on our Unaudited Condensed Consolidated Financial Statements. Other new accounting pronouncements issued but not effective until after March 31, 2016 , are not expected to have a significant effect on our Unaudited Condensed Consolidated Financial Statements. |
SUPPLEMENTAL FINANCIAL STATEMEN
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION | SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION 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. The following table provides a reconciliation of Verso’s basic and diluted loss per common share: VERSO Three Months Ended March 31, 2015 2016 Net loss available to common shareholders (in millions) $ (122 ) $ (88 ) Weighted average common shares outstanding (in thousands) 79,279 81,370 Weighted average restricted shares (in thousands) 391 499 Weighted average common shares outstanding - basic 79,670 81,869 Dilutive shares from stock options — — Weighted average common shares outstanding - diluted 79,670 81,869 Basic loss per share $ (1.53 ) $ (1.07 ) Diluted loss per share $ (1.53 ) $ (1.07 ) In accordance with ASC Topic 260, Earnings Per Share , unvested restricted stock awards issued by Verso contain nonforfeitable rights to dividends and qualify as participating securities. No dividends have been declared or paid in 2016 or 2015 . Inventories and Replacement Parts and Other Supplies — Inventory values include all costs directly associated with manufacturing products: materials, labor, and manufacturing overhead, and these values are presented at the lower of cost or market. Costs of raw materials, work-in-progress, and finished goods are determined using the first-in, first-out method. Replacement parts and other supplies are stated using the average cost method and are reflected in Inventories and Intangibles and other assets, net, on the accompanying Unaudited Condensed Consolidated Balance Sheets (see Note 6 ). The following table summarizes inventories by major category: December 31, March 31, (Dollars in millions) 2015 2016 Raw materials $ 91 $ 113 Work-in-process 58 63 Finished goods 256 240 Replacement parts and other supplies - current portion 79 69 Inventories $ 484 $ 485 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. Our asset retirement obligations under this standard relate primarily to closure and post-closure costs for landfills. 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, 2015 and March 31, 2016 , approximately $1 million of restricted cash was included in Intangibles and other assets, net in the accompanying Unaudited Condensed 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 our asset retirement obligations. Long-term obligations are included in Other liabilities and current portions are included in Accrued liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets: Three Months Ended March 31, (Dollars in millions) 2015 2016 Asset retirement obligations, January 1 $ 8 $ 16 Liabilities assumed in the NewPage acquisition 9 — Asset retirement obligations, March 31 17 16 Less: Current portion (2 ) — Non-current portion of asset retirement obligations, March 31 $ 15 $ 16 The increase in the liability for the three months ended March 31, 2015 was primarily attributable to the assumption of the asset retirement obligation liabilities associated with landfills acquired in connection with the NewPage acquisition. In addition to the above obligations, we may be required to remove certain materials from our facilities or to remediate them in accordance with current regulations that govern the handling of certain hazardous or potentially hazardous materials. At this time, any such obligations have an indeterminate settlement date, and we believe that adequate information does not exist to reasonably estimate any such potential obligations. Accordingly, no liability for such remediation was recorded. 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. Interest costs capitalized for the three months ended March 31, 2015 and March 31, 2016 , were not material. Expenditures for major repairs and improvements are capitalized, whereas normal repairs and maintenance are expensed as incurred. Depreciation is computed using the straight-line method over the assets’ estimated useful lives. Depreciation expense was $55 million and $47 million for the three-month periods ended March 31, 2015 and March 31, 2016 , respectively. Fair Value of Financial Instruments — The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities. We determine the fair value of our debt based on market information and a review of prices and terms available for similar obligations. See also Note 2, Note 6, Note 7, and Note 14 for additional information regarding the fair value of financial instruments. We use 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: ▪ Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date. ▪ Level 2: 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. ▪ Level 3: Unobservable inputs reflecting management’s own assumption about the inputs used in pricing the asset or liability at the measurement date. |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS AND DISPOSITIONS | ACQUISITIONS AND DISPOSITIONS Sale of hydroelectric generation facilities — On January 6, 2016, Verso Maine Power Holdings LLC, or “VMPH,” and Verso Androscoggin Power LLC, or “VAP,” two indirect, wholly owned subsidiaries of Verso, entered into a purchase agreement with Eagle Creek Renewable Energy, LLC, or “Eagle Creek,” pursuant to which VMPH agreed to sell all the outstanding limited liability company interests of VAP to Eagle Creek for a purchase price of approximately $62 million in cash. VAP owned four hydroelectric generation facilities associated with Verso’s Androscoggin pulp and paper mill located in Jay, Maine. The purchase agreement contains customary representations and warranties by, and customary covenants among, the parties. The parties contemporaneously entered into the purchase agreement and consummated the transaction. As of December 31, 2015, we classified the hydroelectric generation facilities as held for sale on the Unaudited Condensed Consolidated Balance Sheet. For the three months ended March 31, 2016, we recognized a gain on sale of fixed assets of approximately $ 55 million which is included in Other operating income in the accompanying Unaudited Condensed Consolidated Statements of Operations. NewPage Acquisition — On January 3, 2014, Verso, Merger Sub, and NewPage entered into a Merger Agreement pursuant to which the parties agreed to merge Merger Sub with and into NewPage on the terms and subject to the conditions set forth in the Merger Agreement, with NewPage surviving the merger as an indirect, wholly owned subsidiary of Verso. On January 7, 2015, Verso consummated the NewPage acquisition pursuant to the Merger Agreement. As a result of the merger, NewPage became a direct, wholly owned subsidiary of Verso Holdings. Verso has incurred transaction and integration costs related to the NewPage acquisition during the three-month periods ended March 31, 2015 of $10 million , which was included in Selling, general and administrative expenses in the accompanying Unaudited Condensed Consolidated Statements of Operations. As consideration for the NewPage acquisition, Verso issued (a) $650 million aggregate principal amount of New First Lien Notes and (b) 13,607,693 shares of Verso common stock in exchange for all the outstanding shares of common stock of NewPage. Also, as of the date that NewPage became an indirect wholly owned subsidiary of Verso, NewPage had an existing $750 million NewPage Term Loan Facility and $350 million NewPage ABL Facility, of which $734 million and $100 million , respectively, were outstanding. As a condition of allowing the acquisition to proceed, the Antitrust Division of the U.S. Department of Justice entered into a settlement with Verso and NewPage that required NewPage to divest its paper mills in Biron, Wisconsin, and Rumford, Maine, which occurred prior to the acquisition of NewPage. Accounting consideration for the NewPage acquisition was as follows: (Dollars in millions) 13,607,693 shares of Verso common stock valued at January 7, 2015 closing price $ 46 $650 million face value New First Lien Notes valued at January 7, 2015 closing price 663 Accounting consideration $ 709 The allocation of the purchase price was as follows: (Dollars in millions) Cash $ 128 Current assets 578 Property, plant, and equipment 1,574 Other long-term assets 43 Current liabilities (277 ) Current portion of long-term debt (3 ) Noncurrent pension and other post retirement benefit obligations (476 ) Other long-term liabilities (58 ) Long-term debt (800 ) Net assets acquired $ 709 The following unaudited pro forma financial information presents results as if the NewPage acquisition and the related financing occurred on January 1, 2014. The historical consolidated financial information of Verso and NewPage were adjusted in the pro forma information to give effect to pro forma events that are directly attributable to the transactions and factually supportable. As NewPage’s divestiture of its paper mills in Biron, Wisconsin, and Rumford, Maine, occurred prior to the acquisition of NewPage, their historical results have been excluded from the pro forma results below. The unaudited pro forma results do not reflect events that have occurred or may occur after the transactions, including the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies, or any revenue, tax, or other synergies expected to result from the NewPage acquisition. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transactions been effected on the assumed date, nor is it necessarily an indication of future operating results. In addition, the NewPage acquisition did not result in a taxable transaction and Verso has net operating loss carryforwards and a related full valuation allowance that are expected to offset any deferred tax impact of the NewPage acquisition. Further, as the sale of the Bucksport mill was not directly attributable to the NewPage acquisition, no pro forma adjustments for the Bucksport sale have been made. Pro Forma (Unaudited) Three Months Ended (Dollars in millions, except per share data) March 31, 2015 Revenues $ 838 Net loss (100 ) Earnings per share - basic and diluted $ (1.23 ) Weighted-average common shares outstanding - basic and diluted (in thousands) 81,551 |
INTANGIBLES AND OTHER ASSETS
INTANGIBLES AND OTHER ASSETS | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLES AND OTHER ASSETS | INTANGIBLES AND OTHER ASSETS The following table summarizes intangibles and other assets: VERSO VERSO HOLDINGS December 31, March 31, December 31, March 31, (Dollars in millions) 2015 2016 2015 2016 Amortizable intangible assets: Customer relationships, net of accumulated amortization of $15 million on December 31, 2015, and $16 million on March 31, 2016 $ 28 $ 27 $ 28 $ 27 Unamortizable intangible assets: Trademarks 10 10 10 10 Other assets: Major planned maintenance 34 23 34 23 Replacement parts and other supplies, net 6 7 6 7 Loan to affiliate — — 23 23 Restricted cash 3 6 3 6 Other 21 19 21 20 Total other assets $ 64 $ 55 $ 87 $ 79 Intangibles and other assets, net $ 102 $ 92 $ 125 $ 116 Amortization expense of intangibles was not material for the three-month period ended March 31, 2015 and $1 million for the three-month period ended March 31, 2016 . The estimated future amortization expense for intangible assets over the next five years is as follows: (Dollars in millions) 2016 $ 4 2017 4 2018 3 2019 3 2020 2 |
DEBTOR-IN-POSSESSION BORROWING
DEBTOR-IN-POSSESSION BORROWING FACILITIES AND LONG-TERM DEBT NOT SUBJECT TO COMPROMISE | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
DEBTOR-IN-POSSESSION BORROWING FACILITIES AND LONG-TERM DEBT NOT SUBJECT TO COMPROMISE | DEBTOR-IN-POSSESSION BORROWING FACILITIES AND LONG-TERM DEBT NOT SUBJECT TO COMPROMISE A summary of debtor-in-possession borrowing facilities and long-term debt not subject to compromise is as follows: December 31, 2015 March 31, 2016 Original Interest (Dollars in millions) Maturity Balance Rate Balance Verso Holdings Verso DIP Facility 7/28/2017 $ — n/a $ — Chase NMTC Verso Investment Fund LLC Loan from Verso Finance 12/29/2040 23 6.50% 23 NewPage Corp NewPage DIP ABL Facility 7/28/2017 — 5.00% 68 NewPage DIP Term Loan Facility 7/28/2017 — 11.00% 352 Total debt for Verso Holdings $ 23 $ 443 Verso Finance Loan from Verso Holdings 12/29/2040 23 6.50% 23 Less loans from affiliates (46) (46 ) Total debt for Verso Corporation $ — $ 420 We determine the fair value of our long-term debt based on market information and a review of prices and terms available for similar obligations. Our debt is classified as Level 2 within the fair value hierarchy (see Note 4). As of March 31, 2016 , the fair value of Verso’s debtor-in-possession borrowing facilities and long-term debt not subject to compromise was $426 million , and the fair value of Verso Holdings’ debtor-in-possession borrowing facilities and long-term debt not subject to compromise was $449 million . Amounts included in interest expense and amounts of cash interest payments related to long-term debt in the three months ended March 31, 2015, and related to debtor in possession borrowing facilities and long-term debt not subject to compromise in the three months ended March 31, 2016, are as follows: VERSO VERSO HOLDINGS Three Months Ended Three Months Ended March 31, March 31, (Dollars in millions) 2015 2016 2015 2016 Interest expense $ 65 $ 26 $ 65 $ 26 Cash interest paid 85 2 85 2 DIP Financing — In connection with the Chapter 11 Filings, Verso Finance, Verso Holdings and certain of its subsidiaries entered into an asset-based credit facility in an aggregate principal amount of up to $100 million , or the “Verso DIP Facility,” and NewPage Corp and certain of its subsidiaries entered into an asset-based credit facility in an aggregate principal amount of up to $325 million , or the “NewPage DIP ABL Facility,” and a term loan credit facility in an aggregate principal amount of $350 million , or the “Newpage Term Loan DIP Facility,” together with the NewPage DIP ABL Facility, the “NewPage DIP Facilities,” and, the NewPage DIP Facilities together with the Verso DIP Facility, the “DIP Facilities.” The NewPage DIP Term Loan Facility consists of $175 million of new money term loans and $175 million of “rolled up” loans refinancing loan outstanding under the existing term loan facility of NewPage Corp outstanding on the Petition Date (i.e., such loans were deemed to become loans under the NewPage DIP Term Loan Facility). On January 28, 2016, up to $550 million in loans under the DIP Facilities became available for borrowing following the entry of an order by the Bankruptcy Court approving the DIP Facilities on an interim basis on January 27, 2016. The Bankruptcy Court entered orders approving the DIP Facilities on a final basis on March 2, 2016. On March 7, 2016, NewPage Corp borrowed the remaining approximately $55.4 million of new money loans available under the NewPage DIP Term Loan Facility. Verso Holdings Verso DIP Facility. On January 26, 2016 , Verso Holdings, Verso Finance, each of the subsidiaries of Verso Holdings party thereto, the lenders party thereto, Citibank, N.A., as administrative agent, Citigroup Global Markets Inc. and Wells Fargo Bank, N.A., as joint bookrunners and lead arrangers, and Wells Fargo Bank, N.A., as documentation agent, entered into a Superpriority Secured Debtor-in-Possession Credit Agreement, or the “Verso DIP Facility,” relating to an asset-backed credit facility in an aggregate principal amount of up to $100 million , subject to a borrowing base calculation. All borrowings under the Verso DIP Facility are limited to a borrowing base equal to roughly 85% of the eligible accounts receivable plus the lesser of (i) 80% of book value and (ii) 85% of the liquidation value of the eligible inventory, each term as defined in the Verso DIP Facility. The Verso DIP Facility also includes a sub-facility for letters of credit in an aggregate amount of up to $50 million . The Verso DIP Facility was entered into for working capital and general corporate purposes, including to refinance indebtedness under Verso Holdings’ existing first lien asset-backed revolving credit agreement. The Verso DIP Facility matures on July 28, 2017 unless, prior to the end of such term, (a) a plan of reorganization filed in the Chapter 11 Cases is confirmed pursuant to an order entered by the Bankruptcy Court, or (b) the loans are accelerated and commitments terminated in accordance with the terms of the Verso DIP Facility. Borrowings under the Verso DIP Facility bear interest at a rate equal to an applicable margin plus, at Verso Holdings’ option, either (a) a base rate determined by reference to the highest of (1) the U.S. federal funds rate plus 0.50% , (2) the prime rate of the administrative agent, and (3) the adjusted LIBO (as defined below) rate for a one-month interest period plus 1.00% , or (b) a eurocurrency rate, or “LIBOR,” determined by reference to the costs of funds for eurocurrency deposits in dollars in the London interbank market for the interest period relevant to such borrowing, adjusted for certain additional costs. The applicable margin for advances under the Verso DIP Facility is 1.50% for base rate advances and 2.50% for LIBO rate advances. Verso Holdings will pay commitment fees for the unused amount of commitments under the Verso DIP Facility at an annual rate equal to 0.75% . As of March 31, 2016 , the Verso DIP Facility had no balance outstanding, $30 million in letters of credit issued, and $52 million available for future borrowing. Subject to minimum prepayment amounts, Verso Holdings has the right to prepay loans under the Verso DIP Facility at any time without prepayment penalty, other than customary “breakage” costs with respect to eurocurrency loans. The Verso DIP Facility is subject to mandatory prepayments equal to the amount that the excess availability thereunder falls below certain specified levels. Verso Finance and certain subsidiaries of Verso Holdings, including Verso Paper LLC, Verso Inc., Verso Androscoggin LLC, Bucksport Leasing LLC, Verso Sartell LLC, Verso Quinnesec LLC, Verso Quinnesec REP Holding Inc., Verso Maine Energy LLC, Verso Fiber Farm LLC, nexTier Solutions Corporation and NewPage, have agreed to guarantee borrowings under the Verso DIP Facility. Such guarantors do not include NewPage LLC and its direct and indirect subsidiaries. The obligations under the Verso DIP Facility constitute, subject to carve-outs for certain fees and expenses, superpriority administrative expense claims in the Chapter 11 Cases, secured by a perfected first priority security interest and liens on most inventory, accounts receivable, bank accounts and certain other assets of the loan parties to the Verso DIP Facility, and a perfected junior security interest and liens on most other assets of the loan parties to the Verso DIP Facility. Loan from Verso Finance / Verso Holdings . In 2010, Verso Quinnesec REP LLC, an indirect, wholly-owned subsidiary of Verso Holdings, entered into a financing transaction with Chase NMTC Verso Investment Fund, LLC, or the “Investment Fund,” a consolidated variable interest entity. Under this arrangement, Verso Holdings loaned $23 million to Verso Finance at an interest rate of 6.5% per year and with a maturity of December 29, 2040 , and Verso Finance, in turn, loaned the funds on similar terms to the Investment Fund. The Investment Fund then contributed the loan proceeds to certain community development entities, which, in turn, loaned the funds on similar terms to Verso Quinnesec REP LLC as partial financing for the renewable energy project at our mill in Quinnesec, Michigan. NewPage Corp NewPage DIP ABL Facility. On January 26, 2016 , NewPage LLC, NewPage Corp, each of the subsidiaries of NewPage Corp party thereto, the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent, BMO Harris Bank N.A., as co-collateral agent, Wells Fargo Bank, National Association, as syndication agent, and Barclays Bank PLC, BMO Capital Markets Corp and Wells Fargo Bank, National Association, as joint lead arrangers and joint bookrunners, entered into a Superpriority Senior Debtor-in-Possession Asset-Based Revolving Credit Agreement, or the “NewPage DIP ABL Facility,” relating to an asset-backed credit facility in an aggregate principal amount of up to $325 million , subject to a borrowing base calculation. All borrowings under the NewPage DIP ABL Facility are limited to a borrowing base equal to roughly 85% of the eligible accounts receivable plus the lesser of (i) 80% of book value and (ii) 85% of the liquidation value of the eligible inventory, each term as defined in the NewPage DIP ABL Facility. The NewPage DIP ABL Facility also includes a sub-facility for letters of credit in an aggregate amount of $100 million . The NewPage DIP ABL Facility matures on July 28, 2017 unless, prior to the end of such term, (a) a plan of reorganization filed in the Chapter 11 Cases is confirmed pursuant to an order entered by the Bankruptcy Court, (b) a sale is consummated of all or substantially all of the assets of the debtors under the NewPage DIP ABL Facility, or (c) the loans are accelerated and commitment terminated in accordance with the terms of the NewPage DIP ABL Facility. Borrowings under the NewPage DIP ABL Facility bear interest at a rate equal to an applicable margin plus, at NewPage Corp’s option, either (a) a base rate determined by reference to the highest of (1) the U.S. federal funds rate plus 0.50% , (2) the prime rate of the administrative agent, and (3) the adjusted LIBO rate for a one-month interest period plus 1.00% , or (b) a LIBO rate for the interest period relevant to such borrowing, adjusted for certain additional costs provided that LIBO will be no less than 0% . The applicable margin for advances under the NewPage DIP ABL Facility is 1.50% for base rate advances and 2.50% for LIBO rate advances. NewPage Corp will pay commitment fees for the unused amount of commitments at an annual rate equal to 0.375% . As of March 31, 2016 , the NewPage DIP ABL Facility had $68 million outstanding balance, $51 million letters of credit issued, and $169 million available for future borrowing. Subject to carveouts for certain fees and expenses, the obligations under the NewPage DIP ABL Facility constitute superpriority administrative expense claims in the Chapter 11 Cases, secured by a perfected first priority security interest and liens with respect to most inventory, accounts receivable, bank accounts and certain other assets of NewPage Corp and the NewPage Guarantors, or the “ABL Priority Collateral,” and a perfected junior priority security interest and liens with respect to the Term Loan Priority Collateral. The NewPage DIP ABL Facility contain provisions requiring the attainment of various milestones regarding a plan of reorganization to be submitted in connection with the Chapter 11 Cases, including an acceptable plan of reorganization becoming effective by July 11, 2017. It requires the maintenance of minimum EBITDA tested monthly, beginning March 31, 2016, based on amounts set forth therein and a minimum availability at any time of $15 million until January 28, 2017, increasing to $20 million thereafter. NewPage DIP Term Loan Facility . On January 26, 2016 , NewPage LLC, NewPage Corp, each of the subsidiaries of NewPage Corp party thereto, the lenders party thereto, Barclays Bank PLC, as administrative agent and collateral agent, and Barclays Bank PLC, as lead arranger and bookrunner, entered into a Superpriority Senior Debtor-in-Possession Term Loan Agreement, or the “NewPage DIP Term Loan Facility” and, together with the NewPage DIP ABL Facility, the “NewPage DIP Facilities,” in an aggregate principal amount of up to $350 million consisting of $175 million of new money term loans and $175 million of “rolled-up” loans refinancing loan outstanding under the existing term loan facility of NewPage Corp and the other parties thereto. NewPage DIP Term Loan Facility matures on July 28, 2017 unless, prior to the end of such term, (a) a plan of reorganization filed in the Chapter 11 Cases is confirmed pursuant to an order entered by the Bankruptcy Court, (b) a sale is consummated of all or substantially all of the assets of the debtors under the NewPage DIP Facilities, or (c) the loans are accelerated and commitment terminated in accordance with the terms of the NewPage DIP Facilities. Borrowings under the NewPage DIP Term Loan Facility bears interest at a rate equal to an applicable margin plus, at NewPage Corp’s option, either (a) a base rate determined by reference to the highest of (1) the U.S. federal funds rate plus 0.50% , (2) the prime rate of the administrative agent, and (3) the adjusted LIBO rate for a one-month interest period plus 1.00% , or (b) a LIBO rate for the interest period relevant to such borrowing, adjusted for certain additional costs, provided that LIBO will be no less than 1.50% . The applicable margin for advances under the NewPage DIP Term Loan Facility is 8.50% for base rate advances and 9.50% for LIBO rate advances. Interest that accrues from time to time on any “rolled-up” term loans under the NewPage DIP Term Loan Facility will be capitalized, compounded and added to the unpaid principal amount of such “rolled-up” loans on the applicable interest payment date. NewPage Corp will pay commitment fees for the unused amount of commitments at an annual rate equal to 0.375% . Subject to carveouts for certain fees and expenses, the obligations under the NewPage DIP Term Loan Facility constitute superpriority administrative expense claims in the Chapter 11 Cases, secured by a perfected first priority security interest and liens with respect all of the loan party’s collateral that is not ABL Priority Collateral, or the “Term Loan Priority Collateral,” and a perfected junior priority security interest and liens with respect to ABL Priority Collateral. The NewPage DIP Term Loan Facility contains provisions requiring the attainment of various milestones regarding a plan of reorganization to be submitted in connection with the Chapter 11 Cases, including an acceptable plan of reorganization becoming effective by July 11, 2017. It requires the maintenance of minimum EBITDA tested monthly based on amounts set forth therein, and contains covenants relating to minimum cumulative collections tested monthly based on amounts set forth therein. Terms Applicable to the NewPage DIP ABL Facility and NewPage DIP Term Loan Facility. Subject to minimum prepayment amounts, NewPage Corp has the right to prepay loans under the NewPage DIP Facilities at any time without prepayment penalty, other than customary “breakage” costs. The NewPage DIP Facilities are subject to mandatory prepayments resulting from incurrence of indebtedness not permitted by the NewPage DIP Facilities, sales of collateral exceeding specified thresholds, and, in the case of the NewPage DIP ABL Facility, usage exceeding the availability thereunder. NewPage LLC, and all of NewPage Corp’s existing and future direct and indirect wholly owned subsidiaries, or the “NewPage Guarantors,” subject to certain exceptions, have agreed to guarantee borrowings under the NewPage DIP Facilities. Debt outstanding under the NewPage DIP Facilities is secured by substantially all of the assets of NewPage Corp and the guarantors under the NewPage DIP Facilities, subject to certain exceptions. The NewPage DIP Facilities also contain certain covenants which, among other things, and subject to certain exceptions, restrict NewPage Corp’s ability to incur additional debt or liens, pay dividends, repurchase its common stock, prepay certain other indebtedness, sell, transfer, lease, or dispose of assets, and make investments in or merge with another company. If NewPage Corp were to violate any of the covenants under the NewPage DIP Facilities and were unable to obtain a waiver, it would be considered a default. If NewPage Corp were in default under the NewPage DIP Facilities, no additional borrowings under the applicable facility would be available until the default was waived or cured, and all obligations would become immediately due and payable. The NewPage DIP Facilities provide for customary events of default, including a cross-event of default provision in respect of post-petition or unstayed indebtedness in excess of $15 million and other debtor-in-possession financing, including those for Verso Finance, Verso Holdings, and certain of their subsidiaries. The borrower and guarantors of Verso DIP Facility do not guarantee the obligations under the NewPage DIP Facilities, and the borrower and the guarantors under the NewPage DIP Facilities do not guarantee the obligations under Verso DIP Facility, As of March 31, 2016 , both Verso Holdings and NewPage Corp were in compliance with the covenants in their respective debtor-in-possession debt agreements. |
RETIREMENT AND OTHER POSTRETIRE
RETIREMENT AND OTHER POSTRETIREMENT BENEFITS | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
RETIREMENT AND OTHER POSTRETIREMENT BENEFITS | RETIREMENT AND OTHER POSTRETIREMENT BENEFITS We maintain various defined benefit pension and other postretirement benefit plans that provide retirement benefits for certain current and former hourly employees. The pension plans provide 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. Since the completion of the NewPage acquisition, we have maintained three additional plans: a cash balance defined benefit pension plan for salaried employees, a defined benefit pension plan for union hourly employees, and a plan covering other postretirement and post-employment benefits, or “OPEB,” for certain employees. All of our defined benefit pension plans are frozen to new entrants. Further, all of our pension plans are frozen to new benefit accruals, with the exception of the NewPage union hourly plan which continues to provide service accruals toward their pension benefits but no longer provides multiplier increases. The cash balance plan participants continue to earn annual interest credits, but no longer earn cash balance benefit credits. The following table summarizes the components of net periodic benefit cost of our pension plans for the three-month periods ended March 31, 2015 and 2016: Three Months Ended March 31, (Dollars in millions) 2015 2016 Service cost $ 3 $ 4 Interest cost 16 17 Expected return on plan assets (20 ) (18 ) Net periodic benefit cost $ (1 ) $ 3 The estimated net actuarial loss and prior service cost that are amortized from Accumulated other comprehensive loss and into Net periodic pension cost are classified into Cost of products sold on our accompanying Unaudited Condensed Consolidated Statements of Operations. We make contributions that are sufficient to fully fund our actuarially determined costs, generally equal to the minimum amounts required by the Employee Retirement Income Security Act, or “ERISA.” For the three-month period ended March 31, 2015 and March 31, 2016 , we made contributions to the pension plans of approximately $7 million and $5 million , respectively. We expect to make cash contributions of approximately $21 million to the pension plans in the remainder of 2016. Our OPEB obligations provide other retirement and post-employment benefits for certain employees, which may include healthcare benefits for certain retirees prior to their reaching age 65, healthcare benefits for certain retirees on and after their reaching age 65, long-term disability benefits, continued group life insurance and extended health and dental benefits. These benefits are provided through various employer- and/or employee-funded postretirement benefit plans. The service and interest costs related to these obligations were not material from acquisition date to March 31, 2015 and for the three-month period ended March 31, 2016 . |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | RELATED PARTY TRANSACTIONS Management Agreement — In connection with the acquisition of our business from International Paper Company on August 1, 2006, we entered into a management agreement with certain affiliates of Apollo Global Management, LLC, or “Apollo,” our then majority owner, relating to the provision of certain financial and strategic advisory services and consulting services, which will expire on August 1, 2018 . Under the management agreement, Apollo, upon providing notice to us, has the right to act, in return for additional fees to be mutually agreed by the parties to the management agreement, as our financial advisor or investment banker for any merger, acquisition, disposition, financing or similar transaction if we decide to engage someone to fill such role. If Apollo exercises its right to act as our financial advisor or investment banker for any such transaction, and if we are unable to agree with Apollo on its compensation for serving in such role, then at the closing of any merger, acquisition, disposition or financing or similar transaction, we agreed to pay Apollo a fee equal to 1% of the aggregate enterprise value (including the aggregate value of equity securities, warrants, rights and options acquired or retained; indebtedness acquired, assumed or refinanced; and any other consideration or compensation paid in connection with such transaction). We also agreed to indemnify Apollo and its affiliates and their directors, officers and representatives for losses relating to the services contemplated by the management agreement and the engagement of affiliates of Apollo pursuant to, and the performance by them of the services contemplated by, the management agreement. Apollo did not exercise its right to act as our financial advisor or investment banker for any such transaction in the three-month periods ended March 31, 2015 and 2016 and thus we made no payment to Apollo under the management agreement during those periods. Transactions with Affiliates — We transact business with affiliates of Apollo from time to time. Our product sales to Apollo affiliates were approximately $7 million and $6 million for the three-month periods ended March 31, 2015 and 2016, and our related accounts receivable were approximately $1 million as of December 31, 2015 and immaterial as of March 31, 2016 . Our product purchases from Apollo affiliates were negligible in the reporting periods. |
RESTRUCTURING CHARGES
RESTRUCTURING CHARGES | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING CHARGES | RESTRUCTURING CHARGES Bucksport Mill Closure — On October 1, 2014, Verso announced plans to close our paper mill in Bucksport, Maine, and we ceased paper manufacturing operations in December 2014. The mill closure reduced Verso’s coated groundwood paper production capacity by approximately 350,000 tons and its specialty paper production capacity by approximately 55,000 tons. The following table details the charges incurred related primarily to the Bucksport mill closure in 2014 and attributable to the paper segment as included in Restructuring charges on our accompanying Unaudited Condensed Consolidated Statements of Operations: Three Months Ended Cumulative (Dollars in millions) March 31, 2015 Property and equipment - impairment $ — $ 89 Severance and benefit costs — 29 Write-off of spare parts and inventory — 14 Write-off of purchase obligations and commitments 6 8 Other miscellaneous costs 3 7 Total restructuring costs $ 9 $ 147 There were no restructuring charges related to the Bucksport shutdown during the three months ended March 31, 2016 . NewPage Acquisition Restructuring — As part of the NewPage acquisition, Verso executed a restructuring of its operations to integrate the historical Verso and NewPage operations, generate cost savings and capture synergies across the combined company. The following table details the charges incurred related primarily to the NewPage acquisition and primarily attributable to the paper segment as included in Restructuring charges on our accompanying Unaudited Condensed Consolidated Statements of Operations: Three Months Ended Cumulative (Dollars in millions) March 31, 2015 Property and equipment - disposal $ — $ 4 Severance and benefit costs 13 16 Total restructuring costs $ 13 $ 20 There were no restructuring charges related to the NewPage acquisition during the three months ended March 31, 2016 . The following details the changes in our restructuring reserve liabilities related to the NewPage acquisition during the three months ended March 31, 2016 , which are included in Accrued liabilities on our Unaudited Condensed Consolidated Balance Sheets: Three Months Ended (Dollars in millions) March 31, 2016 Beginning balance of reserve $ 5 Severance and benefit costs — Severance and benefit payments (2 ) Ending balance of reserve $ 3 Androscoggin/Wickliffe Capacity Reduction — On August 20, 2015, Verso announced plans to make production capacity reductions at two of our mills by shutting down the No. 1 pulp dryer and No. 2 paper machine at our mill in Androscoggin, Maine, and by indefinitely idling our mill in Wickliffe, Kentucky. Together, these actions will reduce our production capacity by 430,000 tons of coated paper and 130,000 tons of dried market pulp. On April 5, 2016, we announced our decision to permanently close the Wickliffe mill. The following table details the charges incurred related primarily to the Androscoggin/Wickliffe Capacity Reduction and primarily attributable to the paper segment as included in Restructuring charges on our accompanying Unaudited Condensed Consolidated Statements of Operations: Three Months Ended Cumulative (Dollars in millions) March 31, 2016 Property and equipment $ 127 $ 127 Severance and benefit costs 6 22 Write-off of spare parts and inventory 9 12 Write-off of purchase obligations and commitments 2 3 Other miscellaneous costs — 1 Total restructuring costs 144 $ 165 There were no restructuring costs related to the Androscoggin and Wickliffe capacity reductions incurred during the three months ended March 31, 2015 . The following details the changes in our restructuring reserve liabilities related to the Androscoggin/Wickliffe Capacity Reduction during the three months ended March 31, 2016 , which are included in Accrued liabilities on our Unaudited Condensed Consolidated Balance Sheets: Three Months Ended (Dollars in millions) March 31, 2016 Beginning balance of reserve $ 7 Severance and benefit costs 6 Severance and benefit payments (3 ) Purchase obligations 2 Payments on purchase obligations (1 ) Ending balance of reserve $ 11 |
NEW MARKET TAX CREDIT ENTITIES
NEW MARKET TAX CREDIT ENTITIES | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NEW MARKET TAX CREDIT ENTITIES | NEW MARKET TAX CREDIT ENTITIES In 2010, Verso Quinnesec REP LLC, an indirect, wholly owned subsidiary of Verso Holdings, entered into a financing transaction with Chase Community Equity, LLC, or “Chase,” related to a $43 million renewable energy project at our mill in Quinnesec, Michigan, in which Chase made a capital contribution and Verso Finance made a loan to Chase NMTC Verso Investment Fund, LLC, or the “Investment Fund,” under a qualified New Markets Tax Credit, or “NMTC,” program, provided for in the Community Renewal Tax Relief Act of 2000. By virtue of its contribution, Chase is entitled to substantially all of the benefits derived from the NMTCs. This transaction also includes a put/call provision whereby we may be obligated or entitled to repurchase Chase’s interest. We believe that Chase will exercise the put option in December 2017 at the end of the recapture period. The value attributed to the put/call is de minimis. The NMTC is subject to 100% recapture for a period of 7 years as provided in the Internal Revenue Code. We are required to be in compliance with various regulations and contractual provisions that apply to the NMTC arrangement. Non-compliance with applicable requirements could result in projected tax benefits not being realized and, therefore, could require us to indemnify Chase for any loss or recapture of NMTCs related to the financing until such time as our obligation to deliver tax benefits is relieved. We do not anticipate any credit recaptures will be required in connection with this arrangement. We have determined that the Investment Fund is a variable interest entity, or “VIE,” of which we are the primary beneficiary, and have consolidated it in accordance with the accounting standard for consolidation. Chase’s contribution, net of syndication fees, is included in Other liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets. Direct costs incurred in structuring the financing arrangement are deferred and will be recognized as expense over the term of the loans. Incremental costs to maintain the structure during the compliance period are recognized as incurred. The following table summarizes the impact of the VIE consolidated by Verso Holdings as of December 31, 2015 and March 31, 2016 : VERSO VERSO HOLDINGS December 31, March 31, December 31, March 31, (Dollars in millions) 2015 2016 2015 2016 Total assets $ — $ — $ 23 $ 23 Long-term debt $ — $ — $ 23 $ 23 Other non-current liabilities 8 8 8 8 Total liabilities $ 8 $ 8 $ 31 $ 31 Amounts presented in the Unaudited Consolidated Balance Sheets and the table above, are adjusted for intercompany eliminations. Loan from Verso Finance / Verso Holdings . Under this arrangement, Verso Holdings loaned $23 million to Verso Finance at an interest rate of 6.5% per year and with a maturity of December 29, 2040 , and Verso Finance, in turn, loaned the funds on similar terms to the Investment Fund. The Investment Fund then contributed the loan proceeds to certain community development entities, which, in turn, loaned the funds on similar terms to Verso Quinnesec REP LLC as partial financing for the renewable energy project at our mill in Quinnesec, Michigan. As of both December 31, 2015 and March 31, 2016 , Verso Holdings had a $23 million long-term receivable due from Verso Finance, representing these funds and immaterial accrued interest receivable, while the Investment Fund had an outstanding loan of $23 million due to Verso Finance and immaterial accrued interest payable. For both three-month period s ended March 31, 2015 and 2016 , Verso Holdings recognized immaterial interest income from Verso Finance and the Investment Fund recognized immaterial interest expense to Verso Finance. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIES Expera Specialty Solutions, LLC — We are a party to a long-term supply agreement with Expera Specialty Solutions, LLC, or “Expera,” for the manufacture of specialty paper products on paper machine no. 5 at our Androscoggin mill in Jay, Maine. The agreement, which expires on June 1, 2017 , requires Expera to pay us a variable charge for the paper purchased and a fixed charge for the availability of the paper machine. We are responsible for the machine’s routine maintenance and Expera is responsible for any capital expenditures specific to the machine. Expera has the right to terminate the agreement if certain events occur. General Litigation — We are involved from time to time in legal proceedings incidental to the conduct of our business. We do not believe that any liability that may result from these proceedings will have a material adverse effect on our Unaudited Condensed Consolidated Financial Statements. |
INFORMATION BY INDUSTRY SEGMENT
INFORMATION BY INDUSTRY SEGMENT | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
INFORMATION BY INDUSTRY SEGMENT | INFORMATION BY INDUSTRY SEGMENT We have two operating segments, paper and pulp. Our paper products are used primarily in media and marketing applications, including catalogs, magazines, and commercial printing applications such as high-end advertising brochures, annual reports, and direct-mail advertising. Our market kraft pulp is used to manufacture printing, writing, and specialty paper grades and tissue products. Our assets are utilized across segments in our integrated mill system and are not identified by segment or reviewed by management on a segment basis. We operate primarily in one geographic segment, North America. The following table summarizes the industry segment data for the three-month periods ended March 31, 2016 and 2015 : Three Months Ended March 31, (Dollars in millions) 2015 2016 Net Sales Paper $ 748 $ 660 Pulp 63 40 Intercompany eliminations (5 ) (10 ) Total $ 806 $ 690 Operating loss (1) Paper $ (44 ) $ (93 ) Pulp (12 ) (17 ) Total $ (56 ) $ (110 ) Depreciation, amortization, and depletion Paper $ 51 $ 44 Pulp 6 4 Total $ 57 $ 48 Capital expenditures Paper $ 7 $ 8 Pulp 2 3 Total $ 9 $ 11 (1) Operating losses of the paper segment include $21 million and $129 million of Restructuring charges recognized in the three months ended March 31, 2015 and 2016, respectively. Operating losses of the pulp segment include $1 million and $15 million of Restructuring charges recognized in the three months ended March 31, 2015 and 2016, respectively. |
CONDENSED CONSOLIDATING FINANCI
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION Presented below are Verso Holdings’ Condensed Consolidating Balance Sheets, Condensed Consolidating Statements of Operations and Comprehensive Income, and Condensed Consolidating Statements of Cash Flows, as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. The Condensed Consolidating Financial Statements have been prepared from Verso Holdings’ financial information on the same basis of accounting as the Unaudited Condensed Consolidated Financial Statements. Investments in our subsidiaries are accounted for under the equity method. Accordingly, the entries necessary to consolidate Verso Holdings’ subsidiaries that guaranteed the obligations under the debt securities described below are reflected in the Eliminations column. Verso Holdings, or the “Parent Issuer,” and its direct, 100% owned subsidiary, Verso Paper Inc., or the “Subsidiary Issuer,” are the issuers of the 11.75% Senior Secured Notes due 2019 , the 11.75% Secured Notes due 2019 , the 13% Second Priority Senior Secured Notes due 2020 , the 16% Senior Subordinated Notes due 2020 , the 8.75% Second Priority Senior Secured Notes due 2019 , the 11.38% Senior Subordinated Notes due 2016 , or collectively, the “Notes.” In accordance with ASU 2013-04 related to joint and several liability arrangements, the Notes have been recorded by the Parent Issuer as it was the intent of the issuers for the Parent Issuer to settle the obligation. The Notes are jointly and severally guaranteed on a full and unconditional basis by the Parent Issuer’s direct and indirect, 100% owned subsidiaries, excluding the Subsidiary Issuer, the subsidiaries of NewPage Holdings Inc., Bucksport Leasing LLC, Verso Quinnesec REP LLC, and Verso Androscoggin Power LLC, or collectively, the “Guarantor Subsidiaries.” NewPage Corp is presented as a Non-Guarantor Subsidiary. Chase NMTC Verso Investment Fund, LLC, a consolidated VIE of Verso Holdings, and all other entities specifically aforementioned are in “Other Non-Guarantors.” On January 26, 2016, we and substantially all of our direct and indirect subsidiaries, filed voluntary petitions for relief under the Bankruptcy Code in Bankruptcy Court. The Chapter 11 Filings constituted an event of default and automatic acceleration under the agreements governing all of our debt (excluding the $23 million loan from Verso Finance Holdings to Chase NMTC Verso Investment Fund). During the pendency of the Chapter 11 Cases, we will continue to manage our properties and operate our businesses as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court (see Note 2 ). Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Balance Sheet March 31, 2016 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary (3) Other Non-Guarantors (4) Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ 22 $ 18 $ — $ — $ 40 Accounts receivable, net — — 56 161 — — 217 Current intercompany/affiliate receivable — — 24 9 — (33 ) — Inventories — — 100 385 — — 485 Prepaid expenses and other assets — — 12 19 — — 31 Total current assets — — 214 592 — (33 ) 773 Property, plant, and equipment, net — — 399 1,278 17 — 1,694 Intercompany/affiliate receivable 1,243 — 1 — 31 (1,275 ) — Intangibles and other assets, net (1) — — 61 60 — (5 ) 116 Total assets $ 1,243 $ — $ 675 $ 1,930 $ 48 $ (1,313 ) $ 2,583 LIABILITIES AND MEMBER’S EQUITY Accounts payable $ — $ — $ 27 $ 61 $ — $ — $ 88 Current intercompany/affiliate payable — — 9 24 — (33 ) — Accrued liabilities — — 45 111 — — 156 Current maturities of long-term debt — — — 420 — — 420 Total current liabilities — — 81 616 — (33 ) 664 Intercompany/affiliate payable — — 1,243 — 32 (1,275 ) — Investment in subsidiaries 632 — 14 — — (646 ) — Long-term debt (2) — — — — 23 — 23 Other liabilities — — 59 552 8 — 619 Liabilities subject to compromise 1,878 — 3 668 — (5 ) 2,544 Member’s (deficit) equity (1,267 ) — (725 ) 94 (15 ) 646 (1,267 ) Total liabilities and equity $ 1,243 $ — $ 675 $ 1,930 $ 48 $ (1,313 ) $ 2,583 (1) Intangibles and other assets, net of Guarantor Subsidiaries include $23 million of a long-term note receivable from Verso Finance. (2) Long-term debt of Other Non-Guarantors is payable to Verso Finance. (3) Includes Consolidated Water Power Company, a non-debtor entity with total assets of $67 million and total liabilities of $17 million . (4) All other non-guarantors are non-debtor entities in the Chapter 11 Cases. Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Balance Sheet December 31, 2015 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ 1 $ 3 $ — $ — $ 4 Accounts receivable, net — — 63 163 — — 226 Current intercompany/affiliate receivable — — 17 2 — (19 ) — Inventories — — 103 381 — — 484 Assets held for sale — — — — 5 — 5 Prepaid expenses and other assets — — 10 22 — — 32 Total current assets — — 194 571 5 (19 ) 751 Property, plant, and equipment, net — — 409 1,431 17 — 1,857 Intercompany/affiliate receivable 1,399 — 1 — 31 (1,431 ) — Intangibles and other assets, net (1) — — 65 65 — (5 ) 125 Total assets $ 1,399 $ — $ 669 $ 2,067 $ 53 $ (1,455 ) $ 2,733 LIABILITIES AND MEMBER’S EQUITY Accounts payable $ — $ — $ 27 $ 86 $ — $ — $ 113 Current intercompany/affiliate payable — — 2 17 — (19 ) — Accrued liabilities 92 — 51 124 — — 267 Current maturities of long-term debt 1,930 — — 954 — (5 ) 2,879 Liabilities related to assets held for sale — — — — — — — Total current liabilities 2,022 — 80 1,181 — (24 ) 3,259 Intercompany/affiliate payable — — 1,399 — 32 (1,431 ) — Investment in subsidiaries 556 — 15 — — (571 ) — Long-term debt (2) — — — — 23 — 23 Other liabilities — — 64 558 8 — 630 Member’s (deficit) equity (1,179 ) — (889 ) 328 (10 ) 571 (1,179 ) Total liabilities and equity $ 1,399 $ — $ 669 $ 2,067 $ 53 $ (1,455 ) $ 2,733 (1) Intangibles and other assets, net of Guarantor Subsidiaries include $23 million of a long-term note receivable from Verso Finance. (2) Long-term debt of Other Non-Guarantors is payable to Verso Finance. Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2016 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary (1) Other Non-Guarantors (2) Eliminations Consolidated Net sales $ — $ — $ 211 $ 494 $ — $ (15 ) $ 690 Cost of products sold (exclusive of depreciation, amortization, and depletion) — — 180 453 — (15 ) 618 Depreciation, amortization, and depletion — — 12 36 — — 48 Selling, general, and administrative expenses — — 28 19 — — 47 Restructuring charges — — — 144 — — 144 Other operating income — — (18 ) 16 (55 ) — (57 ) Interest income (13 ) — — — — 13 — Interest expense 13 — 13 13 — (13 ) 26 Other loss, net — — — — — — — Reorganization items, net (104 ) 8 48 — — (48 ) Equity in net loss of subsidiaries (192 ) — — — — 192 — Loss before income taxes $ (88 ) $ — $ (12 ) $ (235 ) $ 55 $ 192 $ (88 ) Income tax benefit — — — — — — — Net loss $ (88 ) $ — $ (12 ) $ (235 ) $ 55 $ 192 $ (88 ) Other comprehensive income — — — — — — — Comprehensive loss $ (88 ) $ — $ (12 ) $ (235 ) $ 55 $ 192 $ (88 ) (1) Includes Consolidated Water Power Company, a non-debtor entity with no net income (loss) for the three-month period ended March 31, 2016 . (2) All other non-guarantors are non-debtor entities in the Chapter 11 Cases. Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2015 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated Net sales $ — $ — $ 258 $ 553 $ 1 $ (6 ) $ 806 Cost of products sold (exclusive of depreciation, amortization, and depletion) — — 239 495 — (6 ) 728 Depreciation, amortization, and depletion — — 17 40 — — 57 Selling, general, and administrative expenses — — 27 28 — — 55 Restructuring charges — — 15 7 — — 22 Other operating income — — (12 ) 12 — — — Interest income (47 ) — — — — 47 — Interest expense 47 — 47 18 1 (47 ) 66 Equity in net loss of subsidiaries (122 ) — — — — 122 — Net loss $ (122 ) $ — $ (75 ) $ (47 ) $ — $ 122 $ (122 ) Other comprehensive income — — — — — — — Comprehensive loss $ (122 ) $ — $ (75 ) $ (47 ) $ — $ 122 $ (122 ) Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated Net cash provided by operating activities $ — $ — $ 14 $ 50 $ — $ — $ 64 Cash flows from investing activities: Proceeds from sale of assets — — — — 63 — 63 Transfers from (to) restricted cash — — (1 ) (2 ) — — (3 ) Capital expenditures — — (2 ) (9 ) — — (11 ) Other investing activities — — 2 — (2 ) — — Return of capital to Parent Issuer 61 — — — — (61 ) — Advances to subsidiaries (118 ) — — — — 118 — Payments from subsidiaries 110 — — — — (110 ) — Net cash (used in) provided by investing activities 53 — (1 ) (11 ) 61 (53 ) 49 Cash flows from financing activities: Borrowings on revolving credit facilities 17 — — 130 — — 147 Payments on revolving credit facilities (67 ) — — (379 ) — — (446 ) Debt issuance costs (3 ) — — (18 ) — — (21 ) Borrowings on debtor-in-possession revolving credit facilities 40 — — 164 — — 204 Payments on debtor-in-possession revolving credit facilities (40 ) — — (96 ) — — (136 ) Proceeds from debtor-in-possession Term Loan — — — 175 — — 175 Return of capital to Parent Issuer — — — — (61 ) 61 — Advances from parent — — 118 — — (118 ) — Payments to parent — — (110 ) — — 110 — Net cash provided by (used in) financing activities (53 ) — 8 (24 ) (61 ) 53 (77 ) Change in cash and cash equivalents — — 21 15 — — 36 Cash and cash equivalents at beginning of period — — 1 3 — — 4 Cash and cash equivalents at end of period $ — $ — $ 22 $ 18 $ — $ — $ 40 Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated Net cash used in operating activities $ — $ — $ (124 ) $ (80 ) $ — $ — $ (204 ) Cash flows from investing activities: Proceeds from sale of assets — — 50 1 — — 51 Transfers from (to) restricted cash — — 2 — — — 2 Capital expenditures — — (3 ) (6 ) — — (9 ) Cash acquired in acquisition — — — 128 — — 128 Other investing activities — — — (5 ) — — (5 ) Return of capital to Parent Issuer 73 — — — — (73 ) — Advances to subsidiaries (178 ) — — — — 178 — Payments from subsidiaries 74 — — — — (74 ) — Net cash used in investing activities (31 ) — 49 118 — 31 167 Cash flows from financing activities: Borrowings on revolving credit facilities 75 — — 242 — — 317 Payments on revolving credit facilities (44 ) — — (198 ) (30 ) — (272 ) Return of capital to Parent Issuer — — — (73 ) — 73 — Advances from parent — — 148 — 30 (178 ) — Payments to parent — — (74 ) — — 74 — Net cash provided by financing activities 31 — 74 (29 ) — (31 ) 45 Change in cash and cash equivalents — — (1 ) 9 — — 8 Cash and cash equivalents at beginning of period — — 6 — — — 6 Cash and cash equivalents at end of period $ — $ — $ 5 $ 9 $ — $ — $ 14 |
BANKRUPTCY RELATED DISCLOSURES
BANKRUPTCY RELATED DISCLOSURES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Reorganizations [Abstract] | |
Schedule of Liabilities Subject To Compromise | The following table presents LSTC as reported in the Unaudited Condensed Consolidated Balance Sheet at March 31, 2016 : March 31, (Dollars in millions) 2016 Debt (see following table) $ 2,324 Accrued interest on debt 126 Trade accounts payable and accrued liabilities 94 Total liabilities subject to compromise $ 2,544 |
Scedule of Pre-Petition Debt Reported as Liabilities Subject to Compromise | Pre-Petition Debt Reported as Liabilities Subject to Compromise March 31, 2016 Original Interest Fair (Dollars in millions) Maturity Rate Balance Value Verso Holdings Revolving Credit Facilities 5/4/2017 7.25 % $ 50 $ 50 11.75% Senior Secured Notes - 2012 1/15/2019 11.75 % 418 46 11.75% Senior Secured Notes - 2015 1/15/2019 11.75 % 645 84 11.75% Secured Notes - 1.5 Lien Notes 1/15/2019 11.75 % 272 13 13% Second Priority Senior Secured Notes 8/1/2020 13.00 % 181 3 16% Senior Subordinated Notes 8/1/2020 16.00 % 65 1 8.75% Second Priority Senior Secured Notes 2/1/2019 8.75 % 97 1 11.38% Senior Subordinated Notes 8/1/2016 11.38 % 40 — NewPage Corp Floating Rate Senior Secured Term Loan 2/11/2021 9.50 % 556 136 Debt reported as liabilities subject to compromise $ 2,324 $ 334 |
Schedule of Contractual Interest | The table below shows contractual interest amounts for debt classified as LSTC calculated in accordance with the respective agreements without giving effect to any penalties as a result of the default on such agreements, which are amounts due under the contractual terms of the outstanding debt. Interest expense reported in the condensed statements of consolidated income (loss) for the post-petition period ended March 31, 2016 does not include $48 million in contractual interest on pre-petition debt classified as LSTC, which has been stayed by the Bankruptcy Court effective on the Petition Date. Three Months Ended (Dollars in millions) March 31, 2016 Verso Holdings $ 38 NewPage Corp 10 Total contractual interest $ 48 |
Schedule of Reorganization items, net | The following table presents reorganization items incurred in the three months ended March 31, 2016 , as reported in the accompanying Unaudited Condensed Consolidated Statement of Operations: Three Months Ended (Dollars in millions) March 31, 2016 Professional fees $ 17 DIP financing cost 21 Write-off of unamortized deferred financing costs, discounts/premiums, and deferred gains (1) (81 ) Other (5 ) Total reorganization items, net $ (48 ) (1) Includes $116 million of reorganization gain for the difference between the petition date carrying value of certain Verso notes previously recorded as a troubled debt restructuring and their par value (estimated allowed claim) for such debt. |
SUPPLEMENTAL FINANCIAL STATEM23
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Reconciliation of Basic and Diluted Loss Per Common Share of Verso Paper | The following table provides a reconciliation of Verso’s basic and diluted loss per common share: VERSO Three Months Ended March 31, 2015 2016 Net loss available to common shareholders (in millions) $ (122 ) $ (88 ) Weighted average common shares outstanding (in thousands) 79,279 81,370 Weighted average restricted shares (in thousands) 391 499 Weighted average common shares outstanding - basic 79,670 81,869 Dilutive shares from stock options — — Weighted average common shares outstanding - diluted 79,670 81,869 Basic loss per share $ (1.53 ) $ (1.07 ) Diluted loss per share $ (1.53 ) $ (1.07 ) |
Inventories by Major Category | The following table summarizes inventories by major category: December 31, March 31, (Dollars in millions) 2015 2016 Raw materials $ 91 $ 113 Work-in-process 58 63 Finished goods 256 240 Replacement parts and other supplies - current portion 79 69 Inventories $ 484 $ 485 |
Analysis of Asset Retirement Obligations Included in Other Liabilities | The following table presents activity related to our asset retirement obligations. Long-term obligations are included in Other liabilities and current portions are included in Accrued liabilities in the accompanying Unaudited Condensed Consolidated Balance Sheets: Three Months Ended March 31, (Dollars in millions) 2015 2016 Asset retirement obligations, January 1 $ 8 $ 16 Liabilities assumed in the NewPage acquisition 9 — Asset retirement obligations, March 31 17 16 Less: Current portion (2 ) — Non-current portion of asset retirement obligations, March 31 $ 15 $ 16 |
ACQUISITIONS AND DISPOSITIONS
ACQUISITIONS AND DISPOSITIONS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of accounting considerations | Accounting consideration for the NewPage acquisition was as follows: (Dollars in millions) 13,607,693 shares of Verso common stock valued at January 7, 2015 closing price $ 46 $650 million face value New First Lien Notes valued at January 7, 2015 closing price 663 Accounting consideration $ 709 |
Schedule of purchase price allocation | (Dollars in millions) Cash $ 128 Current assets 578 Property, plant, and equipment 1,574 Other long-term assets 43 Current liabilities (277 ) Current portion of long-term debt (3 ) Noncurrent pension and other post retirement benefit obligations (476 ) Other long-term liabilities (58 ) Long-term debt (800 ) Net assets acquired $ 709 |
Pro forma information | Pro Forma (Unaudited) Three Months Ended (Dollars in millions, except per share data) March 31, 2015 Revenues $ 838 Net loss (100 ) Earnings per share - basic and diluted $ (1.23 ) Weighted-average common shares outstanding - basic and diluted (in thousands) 81,551 |
INTANGIBLES AND OTHER ASSETS (T
INTANGIBLES AND OTHER ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangibles and Other Assets | The following table summarizes intangibles and other assets: VERSO VERSO HOLDINGS December 31, March 31, December 31, March 31, (Dollars in millions) 2015 2016 2015 2016 Amortizable intangible assets: Customer relationships, net of accumulated amortization of $15 million on December 31, 2015, and $16 million on March 31, 2016 $ 28 $ 27 $ 28 $ 27 Unamortizable intangible assets: Trademarks 10 10 10 10 Other assets: Major planned maintenance 34 23 34 23 Replacement parts and other supplies, net 6 7 6 7 Loan to affiliate — — 23 23 Restricted cash 3 6 3 6 Other 21 19 21 20 Total other assets $ 64 $ 55 $ 87 $ 79 Intangibles and other assets, net $ 102 $ 92 $ 125 $ 116 |
Estimated Future Amortization Expense for Intangible Assets Over Next Five Years | The estimated future amortization expense for intangible assets over the next five years is as follows: (Dollars in millions) 2016 $ 4 2017 4 2018 3 2019 3 2020 2 |
DEBTOR-IN-POSSESSION BORROWIN26
DEBTOR-IN-POSSESSION BORROWING FACILITIES AND LONG-TERM DEBT NOT SUBJECT TO COMPROMISE (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Debt | A summary of debtor-in-possession borrowing facilities and long-term debt not subject to compromise is as follows: December 31, 2015 March 31, 2016 Original Interest (Dollars in millions) Maturity Balance Rate Balance Verso Holdings Verso DIP Facility 7/28/2017 $ — n/a $ — Chase NMTC Verso Investment Fund LLC Loan from Verso Finance 12/29/2040 23 6.50% 23 NewPage Corp NewPage DIP ABL Facility 7/28/2017 — 5.00% 68 NewPage DIP Term Loan Facility 7/28/2017 — 11.00% 352 Total debt for Verso Holdings $ 23 $ 443 Verso Finance Loan from Verso Holdings 12/29/2040 23 6.50% 23 Less loans from affiliates (46) (46 ) Total debt for Verso Corporation $ — $ 420 |
Interest Expense Related to Debt and Cash Interests Payments on Debt | Amounts included in interest expense and amounts of cash interest payments related to long-term debt in the three months ended March 31, 2015, and related to debtor in possession borrowing facilities and long-term debt not subject to compromise in the three months ended March 31, 2016, are as follows: VERSO VERSO HOLDINGS Three Months Ended Three Months Ended March 31, March 31, (Dollars in millions) 2015 2016 2015 2016 Interest expense $ 65 $ 26 $ 65 $ 26 Cash interest paid 85 2 85 2 |
RETIREMENT AND OTHER POSTRETI27
RETIREMENT AND OTHER POSTRETIREMENT BENEFITS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Components of Net Periodic Benefit Cost | The following table summarizes the components of net periodic benefit cost of our pension plans for the three-month periods ended March 31, 2015 and 2016: Three Months Ended March 31, (Dollars in millions) 2015 2016 Service cost $ 3 $ 4 Interest cost 16 17 Expected return on plan assets (20 ) (18 ) Net periodic benefit cost $ (1 ) $ 3 |
RESTRUCTURING CHARGES (Tables)
RESTRUCTURING CHARGES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Charges Incurred Related to Shutdown | The following table details the charges incurred related primarily to the Androscoggin/Wickliffe Capacity Reduction and primarily attributable to the paper segment as included in Restructuring charges on our accompanying Unaudited Condensed Consolidated Statements of Operations: Three Months Ended Cumulative (Dollars in millions) March 31, 2016 Property and equipment $ 127 $ 127 Severance and benefit costs 6 22 Write-off of spare parts and inventory 9 12 Write-off of purchase obligations and commitments 2 3 Other miscellaneous costs — 1 Total restructuring costs 144 $ 165 The following table details the charges incurred related primarily to the NewPage acquisition and primarily attributable to the paper segment as included in Restructuring charges on our accompanying Unaudited Condensed Consolidated Statements of Operations: Three Months Ended Cumulative (Dollars in millions) March 31, 2015 Property and equipment - disposal $ — $ 4 Severance and benefit costs 13 16 Total restructuring costs $ 13 $ 20 The following table details the charges incurred related primarily to the Bucksport mill closure in 2014 and attributable to the paper segment as included in Restructuring charges on our accompanying Unaudited Condensed Consolidated Statements of Operations: Three Months Ended Cumulative (Dollars in millions) March 31, 2015 Property and equipment - impairment $ — $ 89 Severance and benefit costs — 29 Write-off of spare parts and inventory — 14 Write-off of purchase obligations and commitments 6 8 Other miscellaneous costs 3 7 Total restructuring costs $ 9 $ 147 |
Schedule of Restructuring Reserve by Type of Cost | The following details the changes in our restructuring reserve liabilities related to the NewPage acquisition during the three months ended March 31, 2016 , which are included in Accrued liabilities on our Unaudited Condensed Consolidated Balance Sheets: Three Months Ended (Dollars in millions) March 31, 2016 Beginning balance of reserve $ 5 Severance and benefit costs — Severance and benefit payments (2 ) Ending balance of reserve $ 3 The following details the changes in our restructuring reserve liabilities related to the Androscoggin/Wickliffe Capacity Reduction during the three months ended March 31, 2016 , which are included in Accrued liabilities on our Unaudited Condensed Consolidated Balance Sheets: Three Months Ended (Dollars in millions) March 31, 2016 Beginning balance of reserve $ 7 Severance and benefit costs 6 Severance and benefit payments (3 ) Purchase obligations 2 Payments on purchase obligations (1 ) Ending balance of reserve $ 11 |
NEW MARKET TAX CREDIT ENTITIES
NEW MARKET TAX CREDIT ENTITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Impact of Consolidated VIE | The following table summarizes the impact of the VIE consolidated by Verso Holdings as of December 31, 2015 and March 31, 2016 : VERSO VERSO HOLDINGS December 31, March 31, December 31, March 31, (Dollars in millions) 2015 2016 2015 2016 Total assets $ — $ — $ 23 $ 23 Long-term debt $ — $ — $ 23 $ 23 Other non-current liabilities 8 8 8 8 Total liabilities $ 8 $ 8 $ 31 $ 31 Amounts presented in the Unaudited Consolidated Balance Sheets and the table above, are adjusted for intercompany eliminations. |
INFORMATION BY INDUSTRY SEGME30
INFORMATION BY INDUSTRY SEGMENT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table summarizes the industry segment data for the three-month periods ended March 31, 2016 and 2015 : Three Months Ended March 31, (Dollars in millions) 2015 2016 Net Sales Paper $ 748 $ 660 Pulp 63 40 Intercompany eliminations (5 ) (10 ) Total $ 806 $ 690 Operating loss (1) Paper $ (44 ) $ (93 ) Pulp (12 ) (17 ) Total $ (56 ) $ (110 ) Depreciation, amortization, and depletion Paper $ 51 $ 44 Pulp 6 4 Total $ 57 $ 48 Capital expenditures Paper $ 7 $ 8 Pulp 2 3 Total $ 9 $ 11 (1) Operating losses of the paper segment include $21 million and $129 million of Restructuring charges recognized in the three months ended March 31, 2015 and 2016, respectively. Operating losses of the pulp segment include $1 million and $15 million of Restructuring charges recognized in the three months ended March 31, 2015 and 2016, respectively. |
CONDENSED CONSOLIDATING FINAN31
CONDENSED CONSOLIDATING FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |
Condensed Income Statement | Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2016 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary (1) Other Non-Guarantors (2) Eliminations Consolidated Net sales $ — $ — $ 211 $ 494 $ — $ (15 ) $ 690 Cost of products sold (exclusive of depreciation, amortization, and depletion) — — 180 453 — (15 ) 618 Depreciation, amortization, and depletion — — 12 36 — — 48 Selling, general, and administrative expenses — — 28 19 — — 47 Restructuring charges — — — 144 — — 144 Other operating income — — (18 ) 16 (55 ) — (57 ) Interest income (13 ) — — — — 13 — Interest expense 13 — 13 13 — (13 ) 26 Other loss, net — — — — — — — Reorganization items, net (104 ) 8 48 — — (48 ) Equity in net loss of subsidiaries (192 ) — — — — 192 — Loss before income taxes $ (88 ) $ — $ (12 ) $ (235 ) $ 55 $ 192 $ (88 ) Income tax benefit — — — — — — — Net loss $ (88 ) $ — $ (12 ) $ (235 ) $ 55 $ 192 $ (88 ) Other comprehensive income — — — — — — — Comprehensive loss $ (88 ) $ — $ (12 ) $ (235 ) $ 55 $ 192 $ (88 ) (1) Includes Consolidated Water Power Company, a non-debtor entity with no net income (loss) for the three-month period ended March 31, 2016 . (2) All other non-guarantors are non-debtor entities in the Chapter 11 Cases. Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Operations and Comprehensive Income Three Months Ended March 31, 2015 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated Net sales $ — $ — $ 258 $ 553 $ 1 $ (6 ) $ 806 Cost of products sold (exclusive of depreciation, amortization, and depletion) — — 239 495 — (6 ) 728 Depreciation, amortization, and depletion — — 17 40 — — 57 Selling, general, and administrative expenses — — 27 28 — — 55 Restructuring charges — — 15 7 — — 22 Other operating income — — (12 ) 12 — — — Interest income (47 ) — — — — 47 — Interest expense 47 — 47 18 1 (47 ) 66 Equity in net loss of subsidiaries (122 ) — — — — 122 — Net loss $ (122 ) $ — $ (75 ) $ (47 ) $ — $ 122 $ (122 ) Other comprehensive income — — — — — — — Comprehensive loss $ (122 ) $ — $ (75 ) $ (47 ) $ — $ 122 $ (122 ) |
Condensed Balance Sheet | Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Balance Sheet March 31, 2016 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary (3) Other Non-Guarantors (4) Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ 22 $ 18 $ — $ — $ 40 Accounts receivable, net — — 56 161 — — 217 Current intercompany/affiliate receivable — — 24 9 — (33 ) — Inventories — — 100 385 — — 485 Prepaid expenses and other assets — — 12 19 — — 31 Total current assets — — 214 592 — (33 ) 773 Property, plant, and equipment, net — — 399 1,278 17 — 1,694 Intercompany/affiliate receivable 1,243 — 1 — 31 (1,275 ) — Intangibles and other assets, net (1) — — 61 60 — (5 ) 116 Total assets $ 1,243 $ — $ 675 $ 1,930 $ 48 $ (1,313 ) $ 2,583 LIABILITIES AND MEMBER’S EQUITY Accounts payable $ — $ — $ 27 $ 61 $ — $ — $ 88 Current intercompany/affiliate payable — — 9 24 — (33 ) — Accrued liabilities — — 45 111 — — 156 Current maturities of long-term debt — — — 420 — — 420 Total current liabilities — — 81 616 — (33 ) 664 Intercompany/affiliate payable — — 1,243 — 32 (1,275 ) — Investment in subsidiaries 632 — 14 — — (646 ) — Long-term debt (2) — — — — 23 — 23 Other liabilities — — 59 552 8 — 619 Liabilities subject to compromise 1,878 — 3 668 — (5 ) 2,544 Member’s (deficit) equity (1,267 ) — (725 ) 94 (15 ) 646 (1,267 ) Total liabilities and equity $ 1,243 $ — $ 675 $ 1,930 $ 48 $ (1,313 ) $ 2,583 (1) Intangibles and other assets, net of Guarantor Subsidiaries include $23 million of a long-term note receivable from Verso Finance. (2) Long-term debt of Other Non-Guarantors is payable to Verso Finance. (3) Includes Consolidated Water Power Company, a non-debtor entity with total assets of $67 million and total liabilities of $17 million . (4) All other non-guarantors are non-debtor entities in the Chapter 11 Cases. Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Balance Sheet December 31, 2015 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated ASSETS Cash and cash equivalents $ — $ — $ 1 $ 3 $ — $ — $ 4 Accounts receivable, net — — 63 163 — — 226 Current intercompany/affiliate receivable — — 17 2 — (19 ) — Inventories — — 103 381 — — 484 Assets held for sale — — — — 5 — 5 Prepaid expenses and other assets — — 10 22 — — 32 Total current assets — — 194 571 5 (19 ) 751 Property, plant, and equipment, net — — 409 1,431 17 — 1,857 Intercompany/affiliate receivable 1,399 — 1 — 31 (1,431 ) — Intangibles and other assets, net (1) — — 65 65 — (5 ) 125 Total assets $ 1,399 $ — $ 669 $ 2,067 $ 53 $ (1,455 ) $ 2,733 LIABILITIES AND MEMBER’S EQUITY Accounts payable $ — $ — $ 27 $ 86 $ — $ — $ 113 Current intercompany/affiliate payable — — 2 17 — (19 ) — Accrued liabilities 92 — 51 124 — — 267 Current maturities of long-term debt 1,930 — — 954 — (5 ) 2,879 Liabilities related to assets held for sale — — — — — — — Total current liabilities 2,022 — 80 1,181 — (24 ) 3,259 Intercompany/affiliate payable — — 1,399 — 32 (1,431 ) — Investment in subsidiaries 556 — 15 — — (571 ) — Long-term debt (2) — — — — 23 — 23 Other liabilities — — 64 558 8 — 630 Member’s (deficit) equity (1,179 ) — (889 ) 328 (10 ) 571 (1,179 ) Total liabilities and equity $ 1,399 $ — $ 669 $ 2,067 $ 53 $ (1,455 ) $ 2,733 (1) Intangibles and other assets, net of Guarantor Subsidiaries include $23 million of a long-term note receivable from Verso Finance. (2) Long-term debt of Other Non-Guarantors is payable to Verso Finance. |
Condensed Cash Flow Statement | Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2016 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated Net cash provided by operating activities $ — $ — $ 14 $ 50 $ — $ — $ 64 Cash flows from investing activities: Proceeds from sale of assets — — — — 63 — 63 Transfers from (to) restricted cash — — (1 ) (2 ) — — (3 ) Capital expenditures — — (2 ) (9 ) — — (11 ) Other investing activities — — 2 — (2 ) — — Return of capital to Parent Issuer 61 — — — — (61 ) — Advances to subsidiaries (118 ) — — — — 118 — Payments from subsidiaries 110 — — — — (110 ) — Net cash (used in) provided by investing activities 53 — (1 ) (11 ) 61 (53 ) 49 Cash flows from financing activities: Borrowings on revolving credit facilities 17 — — 130 — — 147 Payments on revolving credit facilities (67 ) — — (379 ) — — (446 ) Debt issuance costs (3 ) — — (18 ) — — (21 ) Borrowings on debtor-in-possession revolving credit facilities 40 — — 164 — — 204 Payments on debtor-in-possession revolving credit facilities (40 ) — — (96 ) — — (136 ) Proceeds from debtor-in-possession Term Loan — — — 175 — — 175 Return of capital to Parent Issuer — — — — (61 ) 61 — Advances from parent — — 118 — — (118 ) — Payments to parent — — (110 ) — — 110 — Net cash provided by (used in) financing activities (53 ) — 8 (24 ) (61 ) 53 (77 ) Change in cash and cash equivalents — — 21 15 — — 36 Cash and cash equivalents at beginning of period — — 1 3 — — 4 Cash and cash equivalents at end of period $ — $ — $ 22 $ 18 $ — $ — $ 40 Verso Paper Holdings LLC (A Debtor-in-Possession) Condensed Consolidating Statement of Cash Flows Three Months Ended March 31, 2015 (Dollars in millions) Parent Issuer Subsidiary Issuer Guarantor Subsidiaries Non-Guarantor Subsidiary Other Non-Guarantors Eliminations Consolidated Net cash used in operating activities $ — $ — $ (124 ) $ (80 ) $ — $ — $ (204 ) Cash flows from investing activities: Proceeds from sale of assets — — 50 1 — — 51 Transfers from (to) restricted cash — — 2 — — — 2 Capital expenditures — — (3 ) (6 ) — — (9 ) Cash acquired in acquisition — — — 128 — — 128 Other investing activities — — — (5 ) — — (5 ) Return of capital to Parent Issuer 73 — — — — (73 ) — Advances to subsidiaries (178 ) — — — — 178 — Payments from subsidiaries 74 — — — — (74 ) — Net cash used in investing activities (31 ) — 49 118 — 31 167 Cash flows from financing activities: Borrowings on revolving credit facilities 75 — — 242 — — 317 Payments on revolving credit facilities (44 ) — — (198 ) (30 ) — (272 ) Return of capital to Parent Issuer — — — (73 ) — 73 — Advances from parent — — 148 — 30 (178 ) — Payments to parent — — (74 ) — — 74 — Net cash provided by financing activities 31 — 74 (29 ) — (31 ) 45 Change in cash and cash equivalents — — (1 ) 9 — — 8 Cash and cash equivalents at beginning of period — — 6 — — — 6 Cash and cash equivalents at end of period $ — $ — $ 5 $ 9 $ — $ — $ 14 |
BACKGROUND AND BASIS OF PRESE32
BACKGROUND AND BASIS OF PRESENTATION (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)Segment | Dec. 31, 2015USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Market segments | Segment | 2 | |
Debt Instrument [Line Items] | ||
Borrowings outstanding | $ 2,324 | |
Long-term debt | 420 | $ 0 |
Revolving Credit Facilities | NewPage Corp | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Credit facility, remaining borrowing capacity | 169 | |
Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Long-term debt | 443 | 23 |
Verso Paper Holdings LLC | Revolving Credit Facilities | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Credit facility, remaining borrowing capacity | 52 | |
Long-term debt | 50 | |
Verso Paper Holdings LLC | Revolving Credit Facilities | NewPage Corp | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Long-term debt | 68 | 0 |
Chase NMTC Verso Investment Fund, LLC | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 23 | $ 23 |
BANKRUPTCY RELATED DISCLOSURE33
BANKRUPTCY RELATED DISCLOSURES - Chapter 11 Filing and Restructuring Support Agreement (Details) - USD ($) $ in Millions | Mar. 26, 2016 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||
Long-term debt | $ 420 | $ 0 | |
Plan of reorganization, conversion of debt to equity | $ 2,300 | ||
Verso Paper Holdings LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt | 443 | 23 | |
Verso Paper Holdings LLC | Chase NMTC Verso Investment Fund, LLC | |||
Debt Instrument [Line Items] | |||
Long-term debt | $ 23 | $ 23 |
BANKRUPTCY RELATED DISCLOSURE34
BANKRUPTCY RELATED DISCLOSURES - Proposed Plan of Reorganization (Details) - USD ($) | Mar. 26, 2016 | Mar. 31, 2016 |
Debt Instrument [Line Items] | ||
Plan of reorganization, equity securities issued or to be issued, percentage | 100.00% | |
NewPage Corp | NewPage DIP Facility | ||
Debt Instrument [Line Items] | ||
Plan of reorganization, equity securities issued or to be issued, percentage | 47.00% | |
Secured debt | $ 175,000,000 | |
Senior Notes | Verso Paper Holdings LLC | 11.75% Senior Secured Notes, due 2012 | ||
Debt Instrument [Line Items] | ||
Plan of reorganization, equity securities issued or to be issued, percentage | 50.00% | |
Interest rate | 11.75% | |
Other Debt Obligations | ||
Debt Instrument [Line Items] | ||
Plan of reorganization, equity securities issued or to be issued, percentage | 3.00% | |
Term Loan | NewPage DIP Facility | ||
Debt Instrument [Line Items] | ||
Debtor-in-possession financing, amount arranged | $ 175,000,000 | |
Debtor-in-possession financing, repayment of unsecured debt | $ 3,000,000 |
BANKRUPTCY RELATED DISCLOSURE35
BANKRUPTCY RELATED DISCLOSURES - Liabilities Subject to Compromise (Details) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Reorganizations [Abstract] | ||
Debt (see following table) | $ 2,324 | |
Accrued interest on debt | 126 | |
Trade accounts payable and accrued liabilities | 94 | |
Total liabilities subject to compromise | $ 2,544 | $ 0 |
BANKRUPTCY RELATED DISCLOSURE36
BANKRUPTCY RELATED DISCLOSURES - Pre-Petition Debt Reported as Liabilities Subject to Compromise (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Balance | $ 420 | $ 0 |
Fair Value | 449 | |
Debt reported as liabilities subject to compromise, Balance | 2,324 | |
Debt reported as liabilities subject to compromise, Fair Value | 334 | |
Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Balance | 443 | $ 23 |
Fair Value | $ 426 | |
Secured debt | NewPage Corp | ||
Debt Instrument [Line Items] | ||
Original Maturity | Feb. 11, 2021 | |
Interest Rate | 9.50% | |
Balance | $ 556 | |
Fair Value | $ 136 | |
11.75% Senior Secured Notes, due 2012 | Senior Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Jan. 15, 2019 | |
Interest Rate | 11.75% | |
Balance | $ 418 | |
Fair Value | $ 46 | |
11.75% Percent Senior Secured Notes, 2015 | Senior Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Jan. 15, 2019 | |
Interest Rate | 11.75% | |
Balance | $ 645 | |
Fair Value | $ 84 | |
8.75% Percent Secured Noted Due In 2019 | Secured debt | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Jan. 15, 2019 | |
Interest Rate | 11.75% | |
Balance | $ 272 | |
Fair Value | $ 13 | |
13% Second Priority Senior Secured Notes | Senior Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Aug. 1, 2020 | |
Interest Rate | 13.00% | |
Balance | $ 181 | |
Fair Value | $ 3 | |
16% Senior Subordinated Notes due 2020 | Senior Subordinated Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Aug. 1, 2020 | |
Interest Rate | 16.00% | |
Balance | $ 65 | |
Fair Value | $ 1 | |
8.75% Second Priority Senior Secured Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Interest Rate | 8.75% | |
8.75% Second Priority Senior Secured Notes | Senior Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Feb. 1, 2019 | |
Interest Rate | 8.75% | |
Balance | $ 97 | |
Fair Value | $ 1 | |
11.38% Senior Subordinated Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Interest Rate | 11.38% | |
11.38% Senior Subordinated Notes | Senior Subordinated Notes | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Aug. 1, 2016 | |
Interest Rate | 11.38% | |
Balance | $ 40 | |
Fair Value | $ 0 | |
Revolving Credit Facilities | Revolving Credit Facilities | Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | May 4, 2017 | |
Interest Rate | 7.25% | |
Balance | $ 50 | |
Fair Value | $ 50 |
BANKRUPTCY RELATED DISCLOSURE37
BANKRUPTCY RELATED DISCLOSURES - Contractual Interest (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |
Total contractual interest | $ 48 |
Verso Paper Holdings LLC | |
Debt Instrument [Line Items] | |
Total contractual interest | 38 |
NewPage Corp | |
Debt Instrument [Line Items] | |
Total contractual interest | $ 10 |
BANKRUPTCY RELATED DISCLOSURE38
BANKRUPTCY RELATED DISCLOSURES - Reorganization Items (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Reorganizations [Abstract] | ||
Professional fees | $ 17 | |
DIP financing cost | 21 | |
Write-off of unamortized deferred financing costs, discounts/premiums, and deferred gains | (81) | |
Other | (5) | |
Total reorganization items, net | (48) | $ 0 |
Reorganization gain | $ 116 |
BANKRUPTCY RELATED DISCLOSURE39
BANKRUPTCY RELATED DISCLOSURES - Claims (Details) - Subsequent Event $ in Billions | 4 Months Ended |
May. 12, 2016USD ($)claim | |
Restructuring Cost and Reserve [Line Items] | |
Number claims filed | 3,600 |
Amount of claims filed | $ | $ 19.2 |
Number of claims settled | 500 |
SUPPLEMENTAL FINANCIAL STATEM40
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Depreciation expense | $ 47 | $ 55 | |
Other Asset | |||
Organization, Consolidation and Presentation of Financial Statements Disclosure [Line Items] | |||
Restricted cash, Asset Retirement obligation | $ 1 | $ 1 |
SUPPLEMENTAL FINANCIAL STATEM41
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION - Reconciliation of Basic and Diluted Loss Per Common Share Verso Paper (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss available to common shareholders | $ (88) | $ (122) |
Weighted average common stock outstanding (shares) | 81,370 | 79,279 |
Weighted average restricted stock (shares) | 499 | 391 |
Weighted average common shares outstanding - basic (shares) | 81,869 | 79,670 |
Dilutive shares from stock options (shares) | 0 | 0 |
Weighted average common shares outstanding - diluted (shares) | 81,869 | 79,670 |
Basic loss per share (usd per share) | $ (1.07) | $ (1.53) |
Diluted loss per share (usd per share) | $ (1.07) | $ (1.53) |
SUPPLEMENTAL FINANCIAL STATEM42
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION - Inventories by Major Category (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 113 | $ 91 |
Work-in-process | 63 | 58 |
Finished goods | 240 | 256 |
Replacement parts and other supplies | 69 | 79 |
Inventories | $ 485 | $ 484 |
SUPPLEMENTAL FINANCIAL STATEM43
SUPPLEMENTAL FINANCIAL STATEMENT INFORMATION - Analysis of Asset Retirement Obligations Included in Other Liabilities (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
Asset retirement obligations, Beginning balance | $ 16 | $ 8 |
Liabilities assumed in the NewPage acquisition | 0 | 9 |
Asset retirement obligations, Ending balance | 16 | 17 |
Less: Current portion | 0 | (2) |
Non-current portion of asset retirement obligations, March 31 | $ 16 | $ 15 |
ACQUISITIONS AND DISPOSITIONS A
ACQUISITIONS AND DISPOSITIONS Acquisition (Details) | Jan. 07, 2015USD ($)shares | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | Jan. 06, 2016USD ($)subsidiary |
NewPage Corp | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 10,000,000 | |||
Liabilities incurred | $ 650,000,000 | |||
Shares of Verso common stock issued in exchange for all the outstanding common stock of NewPage | shares | 13,607,693 | |||
Debt assumed | $ 800,000,000 | |||
13,607,693 shares Verso common stock valued at January 7, 2015 closing price | 46,000,000 | |||
$650 million face value New First Lien Notes valued at January 7, 2015 closing price | 663,000,000 | |||
Accounting Consideration | 709,000,000 | |||
Term Loan | NewPage Corp | ||||
Business Acquisition [Line Items] | ||||
Debt instrument, face amount | 750,000,000 | |||
Debt assumed | 734,000,000 | |||
ABL Facility | NewPage Corp | ||||
Business Acquisition [Line Items] | ||||
Credit facility, borrowing capacity | 350,000,000 | |||
Debt assumed | $ 100,000,000 | |||
Discontinued Operations, Disposed of by Sale [Member] | Verso Androscoggin Power LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Number of subsidiaries entered into an agreement to sell equity interest | subsidiary | 2 | |||
Consideration considered | $ 62,000,000 | |||
Other Operating Income | Discontinued Operations, Disposed of by Sale [Member] | Verso Androscoggin Power LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Gain on the sale of fixed assets | $ 55,000,000 |
ACQUISITIONS AND DISPOSITIONS (
ACQUISITIONS AND DISPOSITIONS ( Purchase Price Allocation) (Details) - NewPage Corp $ in Millions | Jan. 07, 2015USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 128 |
Current assets | 578 |
Property, plant, and equipment | 1,574 |
Other long-term assets | 43 |
Current liabilities | (277) |
Current portion of long-term debt | (3) |
Noncurrent pension and other post retirement benefit obligations | (476) |
Other long-term liabilities | (58) |
Long-term debt | (800) |
Net assets acquired | $ 709 |
ACQUISITIONS AND DISPOSITIONS46
ACQUISITIONS AND DISPOSITIONS (Proforma) (Details) - NewPage Corp $ / shares in Units, shares in Thousands, $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | |
Revenues | $ 838 |
Net loss | $ (100) |
Earnings per share - basic and diluted (in dollars per share) | $ / shares | $ (1.23) |
Weighted-average common shares outstanding - basic and diluted | shares | 81,551 |
INTANGIBLES AND OTHER ASSETS -
INTANGIBLES AND OTHER ASSETS - (Summarizes Intangibles and Other Assets) (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Unamortizable intangible assets: | ||
Trademarks | $ 10 | $ 10 |
Other assets: | ||
Major planned maintenance | 23 | 34 |
Replacement parts and other supplies, net | 7 | 6 |
Loan to affiliate | 0 | 0 |
Restricted cash | 6 | 3 |
Other | 19 | 21 |
Total other assets | 55 | 64 |
Intangibles and other assets, net | 92 | 102 |
Customer Relationships | ||
Amortizable intangible assets: | ||
Amortizable intangible assets, net | 27 | 28 |
Other assets: | ||
Amortizable intangible assets, accumulated amortization | 16 | 15 |
Verso Paper Holdings LLC | ||
Unamortizable intangible assets: | ||
Trademarks | 10 | 10 |
Other assets: | ||
Major planned maintenance | 23 | 34 |
Replacement parts and other supplies, net | 7 | 6 |
Loan to affiliate | 23 | 23 |
Restricted cash | 6 | 3 |
Other | 20 | 21 |
Total other assets | 79 | 87 |
Intangibles and other assets, net | 116 | 125 |
Verso Paper Holdings LLC | Customer Relationships | ||
Amortizable intangible assets: | ||
Amortizable intangible assets, net | $ 27 | $ 28 |
INTANGIBLES AND OTHER ASSETS 48
INTANGIBLES AND OTHER ASSETS - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Amortization of Intangible Assets | $ 1 |
INTANGIBLES AND OTHER ASSETS 49
INTANGIBLES AND OTHER ASSETS - Estimated Future Amortization Expense for Intangible Assets Over Next Five Years (Detail) $ in Millions | Mar. 31, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 4 |
2,017 | 4 |
2,018 | 3 |
2,019 | 3 |
2,020 | $ 2 |
DEBTOR-IN-POSSESSION BORROWIN50
DEBTOR-IN-POSSESSION BORROWING FACILITIES AND LONG-TERM DEBT NOT SUBJECT TO COMPROMISE - Summary of Debt (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Long-term debt | $ 420 | $ 0 |
Term Loan | NewPage Corp | ||
Debt Instrument [Line Items] | ||
Original Maturity | Jul. 28, 2017 | |
Interest rate at period end | 11.00% | |
Long-term debt | $ 352 | 0 |
Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 443 | 23 |
Verso Paper Holdings LLC | Chase NMTC Verso Investment Fund, LLC | ||
Debt Instrument [Line Items] | ||
Original Maturity | Dec. 29, 2040 | |
Interest rate | 6.50% | |
Long-term debt | $ 23 | 23 |
Verso Paper Holdings LLC | Revolving Credit Facilities | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Original Maturity | May 4, 2017 | |
Interest rate at period end | 7.25% | |
Long-term debt | $ 50 | |
Verso Paper Holdings LLC | Revolving Credit Facilities | NewPage Corp | Revolving Credit Facilities | ||
Debt Instrument [Line Items] | ||
Original Maturity | Jul. 28, 2017 | |
Interest rate at period end | 5.00% | |
Long-term debt | $ 68 | 0 |
Verso Paper Holdings LLC | Revolving Credit Facilities | Verso DIP Facility | ||
Debt Instrument [Line Items] | ||
Original Maturity | Jul. 28, 2017 | |
Long-term debt | $ 0 | 0 |
Verso Finance | Intercompany Eliminations | ||
Debt Instrument [Line Items] | ||
Less loans from affiliates | $ (46) | (46) |
Verso Finance | Less loans from affiliates | ||
Debt Instrument [Line Items] | ||
Original Maturity | Dec. 29, 2040 | |
Interest rate | 6.50% | |
Loan from Verso Holdings | $ 23 | $ 23 |
DEBTOR-IN-POSSESSION BORROWIN51
DEBTOR-IN-POSSESSION BORROWING FACILITIES AND LONG-TERM DEBT NOT SUBJECT TO COMPROMISE - Interest Expense Related to Long Term Debt and Cash Interests Payments on Long Term Debt (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 26 | $ 65 |
Cash interest paid | 2 | 85 |
Verso Paper Holdings LLC | ||
Debt Instrument [Line Items] | ||
Interest expense | 26 | 65 |
Cash interest paid | $ 2 | $ 85 |
DEBTOR-IN-POSSESSION BORROWIN52
DEBTOR-IN-POSSESSION BORROWING FACILITIES AND LONG-TERM DEBT NOT SUBJECT TO COMPROMISE - Additional Information (Details) - USD ($) | Jan. 26, 2016 | Mar. 31, 2016 | Mar. 26, 2016 | Mar. 07, 2016 | Jan. 28, 2016 | Dec. 31, 2015 | Dec. 29, 2010 |
Debt Instrument [Line Items] | |||||||
Debt instrument, fair value disclosure | $ 449,000,000 | ||||||
Debtor-in-Possession Financing, Unused Borrowings | $ 55,400,000 | ||||||
Long-term debt | 420,000,000 | $ 0 | |||||
Verso Paper Holdings LLC | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, fair value disclosure | 426,000,000 | ||||||
Long-term debt | 443,000,000 | 23,000,000 | |||||
Verso DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Fee on Unused Borrowings | 0.75% | ||||||
NewPage DIP ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Maintenance of Minimum EBITDA, Six to Twelve Months After Closing, Required | $ 15,000,000 | ||||||
Debtor-in-Possession Financing, Maintenance of Minimum EBITDA, After Twelve Months, Required | 20,000,000 | ||||||
Debtor-in-Possession Financing, Default Provision | $ 15,000,000 | ||||||
Debtor-in-Possession Financing, Minimum LIBOR Rate | 1.50% | ||||||
NewPage DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Minimum LIBOR Rate | 0.00% | ||||||
NewPage DIP Facility | NewPage Corp | |||||||
Debt Instrument [Line Items] | |||||||
Secured Debt | $ 175,000,000 | ||||||
Secured debt | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | $ 550,000,000 | ||||||
Secured debt | NewPage Corp | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, fair value disclosure | 136,000,000 | ||||||
Long-term debt | 556,000,000 | ||||||
Secured debt | Verso DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | $ 100,000,000 | ||||||
Secured debt | NewPage DIP ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | $ 325,000,000 | ||||||
Debtor-in-Possession Financing, Percentage of Borrowing Base, Account Receivable | 85.00% | ||||||
Debtor-in-Possession Financing, Percentage of Borrowing Base, Account Receivable, Lessor of Book Value | 80.00% | ||||||
Debtor-in-Possession Financing, Percentage of Borrowing Base, Liquidation Value of Eligible Inventory | 85.00% | ||||||
Secured debt | NewPage DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | $ 350,000,000 | ||||||
Term Loan | NewPage DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | $ 175,000,000 | ||||||
Letter of Credit | Verso DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | 50,000,000 | ||||||
Letter of Credit | NewPage DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-possession financing, amount arranged | $ 100,000,000 | ||||||
Revolving Credit Facilities | Revolving Credit Facilities | Verso Paper Holdings LLC | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, fair value disclosure | 50,000,000 | ||||||
Credit facility, outstanding | 0 | ||||||
Letters of credit, outstanding | 30,000,000 | ||||||
Credit facility, remaining borrowing capacity | 52,000,000 | ||||||
Long-term debt | 50,000,000 | ||||||
Federal Fund Rate | Verso DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 0.50% | ||||||
Federal Fund Rate | NewPage DIP ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 0.50% | ||||||
One Month LIBOR | Verso DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 1.00% | ||||||
One Month LIBOR | NewPage DIP ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 1.00% | ||||||
Base Rate | Verso DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 1.50% | ||||||
Base Rate | NewPage DIP ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 1.50% | ||||||
Base Rate | NewPage DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 8.50% | ||||||
London Interbank Offered Rate (LIBOR) | Verso DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 2.50% | ||||||
London Interbank Offered Rate (LIBOR) | NewPage DIP ABL Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 2.50% | ||||||
London Interbank Offered Rate (LIBOR) | NewPage DIP Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debtor-in-Possession Financing, Variable Interest Rate | 9.50% | ||||||
Debtor-in-Possession Financing, Fee on Unused Borrowings | 0.375% | ||||||
Chase NMTC Verso Investment Fund, LLC | Verso Paper Holdings LLC | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 23,000,000 | 23,000,000 | |||||
Interest rate | 6.50% | ||||||
Original Maturity | Dec. 29, 2040 | ||||||
Variable Interest Entity, Primary Beneficiary | Chase NMTC Verso Investment Fund, LLC | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 23,000,000 | ||||||
Interest rate | 6.50% | ||||||
Original Maturity | Dec. 29, 2040 | ||||||
NewPage Corp | Term Loan | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 352,000,000 | 0 | |||||
NewPage Corp | Revolving Credit Facilities | Revolving Credit Facilities | |||||||
Debt Instrument [Line Items] | |||||||
Letters of credit, outstanding | 51,000,000 | ||||||
Credit facility, remaining borrowing capacity | 169,000,000 | ||||||
NewPage Corp | Revolving Credit Facilities | Revolving Credit Facilities | Verso Paper Holdings LLC | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | $ 68,000,000 | $ 0 |
RETIREMENT AND OTHER POSTRETI53
RETIREMENT AND OTHER POSTRETIREMENT BENEFITS - Components of Net Periodic Benefit Cost (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Service cost | $ 4 | $ 3 |
Interest cost | 17 | 16 |
Expected return on plan assets | (18) | (20) |
Net periodic benefit cost | $ 3 | $ (1) |
RETIREMENT AND OTHER POSTRETI54
RETIREMENT AND OTHER POSTRETIREMENT BENEFITS - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Contribution made by employer | $ 5,000,000 | $ 7,000,000 |
Cash contribution | $ 21,000,000 |
RELATED PARTY TRANSACTIONS - A
RELATED PARTY TRANSACTIONS - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Management agreement expiration date | Jun. 1, 2017 | ||
Apollo [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue from Related Parties | $ 6,000,000 | $ 7,000,000 | |
Accounts Receivable, Related Parties | $ 1,000,000 | ||
Management Agreement | |||
Related Party Transaction [Line Items] | |||
Management agreement expiration date | Aug. 1, 2018 | ||
Management fee as a percentage of aggregate enterprise value | 1.00% | ||
Related Party Transaction, Purchases from Related Party | $ 0 | $ 0 |
RESTRUCTURING CHARGES (Addition
RESTRUCTURING CHARGES (Additional information) (Details) - T | Aug. 20, 2015 | Dec. 31, 2014 |
Paper | ||
Restructuring Cost and Reserve [Line Items] | ||
Decrease in Production Capacity | 430,000 | |
Pulp | ||
Restructuring Cost and Reserve [Line Items] | ||
Decrease in Production Capacity | 130,000 | |
Coated groundwood paper | ||
Restructuring Cost and Reserve [Line Items] | ||
Capacity of plant | 350,000 | |
Specialty paper | ||
Restructuring Cost and Reserve [Line Items] | ||
Capacity of plant | 55,000 |
RESTRUCTURING CHARGES (Charges
RESTRUCTURING CHARGES (Charges Incurred Related to Shutdown) (Detail) - USD ($) $ in Millions | 3 Months Ended | 7 Months Ended | 18 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 144 | $ 22 | ||
Bucksport Mill Closure In Twenty Fourteen [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 9 | $ 147 | |
Bucksport Mill Closure In Twenty Fourteen [Member] | Property and equipment - impairment | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 89 | ||
Bucksport Mill Closure In Twenty Fourteen [Member] | Severance and benefit costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 29 | ||
Bucksport Mill Closure In Twenty Fourteen [Member] | Write-off of related spare parts and inventory | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 14 | ||
Bucksport Mill Closure In Twenty Fourteen [Member] | Write-off of purchase obligations and commitments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 6 | 8 | ||
Bucksport Mill Closure In Twenty Fourteen [Member] | Other miscellaneous costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 3 | 7 | ||
NewPage Acquisition Restructuring [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 13 | 20 | |
NewPage Acquisition Restructuring [Member] | Property and equipment - disposal | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 0 | 4 | ||
NewPage Acquisition Restructuring [Member] | Severance and benefit costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 13 | $ 16 | ||
Androscoggin- Wickliffe Capacity Reduction | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 144 | $ 0 | $ 165 | |
Androscoggin- Wickliffe Capacity Reduction | Property and equipment write-down [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 127 | 127 | ||
Androscoggin- Wickliffe Capacity Reduction | Severance and benefit costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 6 | 22 | ||
Androscoggin- Wickliffe Capacity Reduction | Write-off of purchase obligations and commitments | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 2 | 3 | ||
Androscoggin- Wickliffe Capacity Reduction | Write-off of spare parts and inventory | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 9 | 12 | ||
Androscoggin- Wickliffe Capacity Reduction | Other miscellaneous costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 1 |
RESTRUCTURING CHARGES (Restruct
RESTRUCTURING CHARGES (Restructuring Reserve) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Androscoggin- Wickliffe Capacity Reduction | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | $ 7 |
Severance and benefit costs | 6 |
Purchase obligations | 2 |
Restructuring Reserve | 11 |
Androscoggin- Wickliffe Capacity Reduction | Severance and benefit costs | |
Restructuring Reserve [Roll Forward] | |
Restructuring Payments | (3) |
Androscoggin- Wickliffe Capacity Reduction | Purchase Obligation | |
Restructuring Reserve [Roll Forward] | |
Restructuring Payments | (1) |
NewPage Corp | |
Restructuring Reserve [Roll Forward] | |
Restructuring Reserve | 5 |
Severance and benefit costs | 0 |
Restructuring Payments | (2) |
Restructuring Reserve | $ 3 |
NEW MARKET TAX CREDIT ENTITIE59
NEW MARKET TAX CREDIT ENTITIES - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2010 | Dec. 29, 2010 | |
Variable Interest Entity [Line Items] | ||||
Renewable Energy project amount | $ 43 | |||
Long-term debt | $ 420 | $ 0 | ||
Long-term note receivable | $ 0 | 0 | ||
Chase NMTC Verso Investment Fund, LLC | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Put option anticipated exercise date | 2017-12 | |||
Tax credit, recapture period | 7 years | |||
Long-term debt | $ 23 | |||
Interest rate | 6.50% | |||
Original Maturity | Dec. 29, 2040 | |||
Verso Paper Holdings LLC | ||||
Variable Interest Entity [Line Items] | ||||
Long-term debt | $ 443 | 23 | ||
Long-term note receivable | 23 | $ 23 | ||
Verso Paper Holdings LLC | ||||
Variable Interest Entity [Line Items] | ||||
Long-term note receivable | $ 23 | |||
Chase NMTC Verso Investment Fund, LLC | Verso Paper Holdings LLC | Variable Interest Entity, Primary Beneficiary | ||||
Variable Interest Entity [Line Items] | ||||
Tax credit, recapture percentage | 100.00% |
NEW MARKET TAX CREDIT ENTITIE60
NEW MARKET TAX CREDIT ENTITIES - Schedule of Impact of Consolidated VIE (Detail) - Variable Interest Entity, Primary Beneficiary - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Variable Interest Entity [Line Items] | ||
Variable interest entity, consolidated assets | $ 0 | $ 0 |
Variable interest entity, consolidated liabilities | 8 | 8 |
Long-term debt | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, consolidated liabilities | 0 | 0 |
Other non-current liabilities | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, consolidated liabilities | 8 | 8 |
Verso Paper Holdings LLC | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, consolidated assets | 23 | 23 |
Variable interest entity, consolidated liabilities | 31 | 31 |
Verso Paper Holdings LLC | Long-term debt | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, consolidated liabilities | 23 | 23 |
Verso Paper Holdings LLC | Other non-current liabilities | ||
Variable Interest Entity [Line Items] | ||
Variable interest entity, consolidated liabilities | $ 8 | $ 8 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Supply agreement expiration date | Jun. 1, 2017 |
Supply agreement, description | The agreement requires Expera Specialty Solutions, LLC to pay us a variable charge for the paper purchased and a fixed charge for the availability of the paper machine. |
INFORMATION BY INDUSTRY SEGME62
INFORMATION BY INDUSTRY SEGMENT - Additional Information (Detail) $ in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)Segment | Mar. 31, 2015USD ($) | |
Segment Reporting [Abstract] | ||
Number of reporting segments | Segment | 2 | |
Segment Reporting Information [Line Items] | ||
Restructuring charges | $ 144 | $ 22 |
Operating loss | Paper | ||
Segment Reporting Information [Line Items] | ||
Restructuring charges | 129 | 21 |
Operating loss | Pulp | ||
Segment Reporting Information [Line Items] | ||
Restructuring charges | $ 15 | $ 1 |
INFORMATION BY INDUSTRY SEGME63
INFORMATION BY INDUSTRY SEGMENT - (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Segment Reporting Information [Line Items] | ||
Net sales | $ 690 | $ 806 |
Operating loss | (110) | (56) |
Depreciation, amortization, and depletion | 48 | 57 |
Capital expenditures | 11 | 9 |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Operating loss | (110) | |
Depreciation, amortization, and depletion | 48 | |
Operating Segments | Paper | ||
Segment Reporting Information [Line Items] | ||
Net sales | 660 | 748 |
Operating loss | (93) | (44) |
Depreciation, amortization, and depletion | 44 | 51 |
Capital expenditures | 8 | 7 |
Operating Segments | Pulp | ||
Segment Reporting Information [Line Items] | ||
Net sales | 40 | 63 |
Operating loss | (17) | (12) |
Depreciation, amortization, and depletion | 4 | 6 |
Capital expenditures | 3 | 2 |
Intersegment Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net sales | $ (10) | $ (5) |
CONDENSED CONSOLIDATING FINAN64
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Additional Information (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Condensed Financial Statements, Captions [Line Items] | ||
Long-term debt | $ 420 | $ 0 |
Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Equity Method Investment, Ownership Percentage | 100.00% | |
Long-term debt | $ 443 | 23 |
Verso Paper Holdings LLC | 11.75% Senior Secured Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 11.75% | |
Verso Paper Holdings LLC | 11.75% Secured Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 11.75% | |
Verso Paper Holdings LLC | Second Priority Senior Secured Floating Rate Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 13.00% | |
Verso Paper Holdings LLC | 8.75% Second Priority Senior Secured Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 8.75% | |
Verso Paper Holdings LLC | 11.38% Senior Subordinated Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 11.38% | |
Senior Subordinated Notes | Verso Paper Holdings LLC | 16% Senior Subordinated Notes due 2020 | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 16.00% | |
Long-term debt | $ 65 | |
Senior Subordinated Notes | Verso Paper Holdings LLC | 11.38% Senior Subordinated Notes | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 11.38% | |
Long-term debt | $ 40 | |
Chase NMTC Verso Investment Fund, LLC | Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Interest rate | 6.50% | |
Long-term debt | $ 23 | $ 23 |
CONDENSED CONSOLIDATING FINAN65
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
ASSETS | ||||
Cash and cash equivalents | $ 40 | $ 4 | $ 14 | $ 6 |
Accounts receivable, net | 217 | 226 | ||
Inventories | 485 | 484 | ||
Assets held for sale | 0 | 5 | ||
Prepaid expenses and other assets | 31 | 32 | ||
Total current assets | 773 | 751 | ||
Property, plant, and equipment, net | 1,694 | 1,857 | ||
Intangibles and other assets, net | 92 | 102 | ||
Total assets | 2,559 | 2,710 | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Accounts payable | 88 | 113 | ||
Accrued liabilities | 156 | 267 | ||
Current maturities of long-term debt | 420 | 2,879 | ||
Total current liabilities | 664 | 3,259 | ||
Long-term debt | 0 | 0 | ||
Other liabilities | 622 | 634 | ||
Liabilities subject to compromise | 2,544 | 0 | ||
Total liabilities and equity | 2,559 | 2,710 | ||
Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Total assets | 67 | |||
Verso Paper Holdings LLC | ||||
ASSETS | ||||
Cash and cash equivalents | 40 | 4 | 14 | 6 |
Accounts receivable, net | 217 | 226 | ||
Current intercompany/affiliate receivable | 0 | 0 | ||
Inventories | 485 | 484 | ||
Assets held for sale | 0 | 5 | ||
Prepaid expenses and other assets | 31 | 32 | ||
Total current assets | 773 | 751 | ||
Property, plant, and equipment, net | 1,694 | 1,857 | ||
Intangibles and other assets, net | 116 | 125 | ||
Total assets | 2,583 | 2,733 | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Accounts payable | 88 | 113 | ||
Current intercompany/affiliate payable | 0 | 0 | ||
Accrued liabilities | 156 | 267 | ||
Current maturities of long-term debt | 420 | 2,879 | ||
Liabilities related to assets held for sale | 0 | |||
Total current liabilities | 664 | 3,259 | ||
Long-term debt | 23 | 23 | ||
Other liabilities | 619 | 630 | ||
Liabilities subject to compromise | 2,544 | 0 | ||
Member’s (deficit) equity | (1,267) | (1,179) | (806) | (780) |
Total liabilities and equity | 2,583 | 2,733 | ||
Verso Paper Holdings LLC | Parent Company | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | |||
Accounts receivable, net | 0 | |||
Current intercompany/affiliate receivable | 0 | 0 | ||
Inventories | 0 | |||
Assets held for sale | 0 | |||
Prepaid expenses and other assets | 0 | |||
Total current assets | 0 | |||
Property, plant, and equipment, net | 0 | |||
Intercompany/affiliate receivable | 1,243 | 1,399 | ||
Intangibles and other assets, net | 0 | |||
Total assets | 1,243 | 1,399 | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Current intercompany/affiliate payable | 0 | 0 | ||
Accrued liabilities | 92 | |||
Current maturities of long-term debt | 1,930 | |||
Liabilities related to assets held for sale | 0 | |||
Total current liabilities | 2,022 | |||
Intercompany/affiliate payable | 0 | |||
Investment in subsidiaries | 632 | 556 | ||
Other liabilities | 0 | 0 | ||
Liabilities subject to compromise | 1,878 | |||
Member’s (deficit) equity | (1,267) | (1,179) | ||
Total liabilities and equity | 1,243 | 1,399 | ||
Verso Paper Holdings LLC | Subsidiary Issuer | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | 0 | |
Accounts receivable, net | 0 | 0 | ||
Current intercompany/affiliate receivable | 0 | 0 | ||
Inventories | 0 | 0 | ||
Assets held for sale | 0 | |||
Prepaid expenses and other assets | 0 | 0 | ||
Total current assets | 0 | 0 | ||
Property, plant, and equipment, net | 0 | 0 | ||
Intercompany/affiliate receivable | 0 | 0 | ||
Intangibles and other assets, net | 0 | 0 | ||
Total assets | 0 | 0 | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Accounts payable | 0 | |||
Current intercompany/affiliate payable | 0 | 0 | ||
Accrued liabilities | 0 | |||
Current maturities of long-term debt | 0 | |||
Liabilities related to assets held for sale | 0 | |||
Total current liabilities | 0 | |||
Intercompany/affiliate payable | 0 | |||
Investment in subsidiaries | 0 | |||
Long-term debt | 0 | 0 | ||
Other liabilities | 0 | |||
Liabilities subject to compromise | 0 | |||
Member’s (deficit) equity | 0 | |||
Total liabilities and equity | 0 | |||
Verso Paper Holdings LLC | Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 22 | 1 | 5 | $ 6 |
Accounts receivable, net | 56 | 63 | ||
Current intercompany/affiliate receivable | 24 | 17 | ||
Inventories | 100 | 103 | ||
Prepaid expenses and other assets | 12 | 10 | ||
Total current assets | 214 | 194 | ||
Property, plant, and equipment, net | 399 | 409 | ||
Intercompany/affiliate receivable | 1 | 1 | ||
Intangibles and other assets, net | 61 | 65 | ||
Total assets | 675 | 669 | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Accounts payable | 27 | 27 | ||
Current intercompany/affiliate payable | 9 | 2 | ||
Accrued liabilities | 45 | 51 | ||
Current maturities of long-term debt | 0 | |||
Liabilities related to assets held for sale | 0 | |||
Total current liabilities | 81 | 80 | ||
Intercompany/affiliate payable | 1,243 | 1,399 | ||
Investment in subsidiaries | 14 | 15 | ||
Long-term debt | 0 | |||
Other liabilities | 59 | 64 | ||
Liabilities subject to compromise | 3 | |||
Member’s (deficit) equity | (725) | (889) | ||
Total liabilities and equity | 675 | 669 | ||
Verso Paper Holdings LLC | Non-Guarantor Subsidiaries | ||||
ASSETS | ||||
Cash and cash equivalents | 18 | 3 | 9 | |
Accounts receivable, net | 161 | 163 | ||
Current intercompany/affiliate receivable | 9 | 2 | ||
Inventories | 385 | 381 | ||
Assets held for sale | 0 | |||
Prepaid expenses and other assets | 19 | 22 | ||
Total current assets | 592 | 571 | ||
Property, plant, and equipment, net | 1,278 | 1,431 | ||
Intercompany/affiliate receivable | 0 | |||
Intangibles and other assets, net | 60 | 65 | ||
Total assets | 1,930 | 2,067 | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Accounts payable | 61 | 86 | ||
Current intercompany/affiliate payable | 24 | 17 | ||
Accrued liabilities | 111 | 124 | ||
Current maturities of long-term debt | 420 | 954 | ||
Liabilities related to assets held for sale | 0 | |||
Total current liabilities | 616 | 1,181 | ||
Investment in subsidiaries | 0 | |||
Long-term debt | 0 | |||
Other liabilities | 552 | 558 | ||
Liabilities subject to compromise | 668 | |||
Member’s (deficit) equity | 94 | 328 | ||
Total liabilities and equity | 1,930 | 2,067 | ||
Verso Paper Holdings LLC | Other Non-Guarantors | ||||
ASSETS | ||||
Accounts receivable, net | 0 | 0 | ||
Current intercompany/affiliate receivable | 0 | 0 | ||
Inventories | 0 | 0 | ||
Assets held for sale | 5 | |||
Total current assets | 5 | |||
Property, plant, and equipment, net | 17 | 17 | ||
Intercompany/affiliate receivable | 31 | 31 | ||
Total assets | 48 | 53 | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Current intercompany/affiliate payable | 0 | 0 | ||
Current maturities of long-term debt | 0 | 0 | ||
Liabilities related to assets held for sale | 0 | |||
Intercompany/affiliate payable | 32 | 32 | ||
Investment in subsidiaries | 0 | 0 | ||
Long-term debt | 23 | 23 | ||
Other liabilities | 8 | 8 | ||
Liabilities subject to compromise | 0 | |||
Member’s (deficit) equity | (15) | (10) | ||
Total liabilities and equity | 48 | 53 | ||
Verso Paper Holdings LLC | Eliminations | ||||
ASSETS | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | |
Accounts receivable, net | 0 | 0 | ||
Current intercompany/affiliate receivable | (33) | (19) | ||
Inventories | 0 | 0 | ||
Assets held for sale | 0 | |||
Prepaid expenses and other assets | 0 | 0 | ||
Total current assets | (33) | (19) | ||
Intercompany/affiliate receivable | (1,275) | (1,431) | ||
Intangibles and other assets, net | (5) | (5) | ||
Total assets | (1,313) | (1,455) | ||
LIABILITIES AND MEMBER'S EQUITY | ||||
Current intercompany/affiliate payable | (33) | (19) | ||
Accrued liabilities | 0 | 0 | ||
Current maturities of long-term debt | 0 | (5) | ||
Liabilities related to assets held for sale | 0 | |||
Total current liabilities | (33) | (24) | ||
Intercompany/affiliate payable | (1,275) | (1,431) | ||
Investment in subsidiaries | (646) | (571) | ||
Long-term debt | 0 | |||
Liabilities subject to compromise | (5) | |||
Member’s (deficit) equity | 646 | 571 | ||
Total liabilities and equity | $ (1,313) | $ (1,455) |
CONDENSED CONSOLIDATING FINAN66
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Balance Sheet (Nonprinting) (Detail) - USD ($) $ in Millions | Mar. 31, 2016 | Dec. 31, 2015 |
Condensed Financial Statements, Captions [Line Items] | ||
Long-term note receivable | $ 0 | $ 0 |
Assets | 2,559 | 2,710 |
Liabilities | 3,830 | 3,893 |
Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Long-term note receivable | 23 | 23 |
Assets | 2,583 | 2,733 |
Liabilities | 3,850 | 3,912 |
Guarantor Subsidiaries | Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Long-term note receivable | 23 | 23 |
Assets | 675 | 669 |
Non-Guarantor Subsidiaries | ||
Condensed Financial Statements, Captions [Line Items] | ||
Assets | 67 | |
Liabilities | 17 | |
Non-Guarantor Subsidiaries | Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Assets | $ 1,930 | $ 2,067 |
CONDENSED CONSOLIDATING FINAN67
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Operations and Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2013 | |
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | $ 690,000 | $ 806,000 | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | 618,000 | 728,000 | |
Depreciation, amortization, and depletion | 48,000 | 57,000 | |
Selling, general and administrative expenses | 47,000 | 55,000 | |
Restructuring charges | 144,000 | 22,000 | |
Other operating income | (57,000) | 0 | |
Interest expense | 26,000 | 66,000 | |
Reorganization items, net | (48,000) | 0 | |
Loss before income taxes | (88,000) | (122,000) | |
Income tax benefit | 0 | 0 | |
Net loss | (88,000) | (122,000) | |
Other comprehensive income | 0 | 0 | |
Comprehensive loss | (88,000) | (122,000) | |
Verso Paper Holdings LLC | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | 690,000 | 806,000 | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | 618,000 | 728,000 | |
Depreciation, amortization, and depletion | 48,000 | 57,000 | |
Selling, general and administrative expenses | 47,000 | 55,000 | |
Restructuring charges | 144,000 | 22,000 | $ 22,000 |
Other operating income | (57,000) | 0 | |
Interest income | 0 | 0 | |
Interest expense | 26,000 | 66,000 | |
Other loss, net | 0 | ||
Reorganization items, net | (48,000) | 0 | |
Equity in net loss of subsidiaries | 0 | 0 | |
Loss before income taxes | (88,000) | (122,000) | |
Income tax benefit | 0 | 0 | |
Net loss | (88,000) | (122,000) | |
Other comprehensive income | 0 | 0 | |
Comprehensive loss | (88,000) | (122,000) | |
Parent Company | Verso Paper Holdings LLC | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | 0 | ||
Cost of products sold (exclusive of depreciation, amortization, and depletion) | 0 | ||
Depreciation, amortization, and depletion | 0 | ||
Selling, general and administrative expenses | 0 | ||
Restructuring charges | 0 | ||
Other operating income | 0 | ||
Interest income | (13,000) | (47,000) | |
Interest expense | 13,000 | 47,000 | |
Reorganization items, net | (104,000) | ||
Equity in net loss of subsidiaries | (192,000) | (122,000) | |
Loss before income taxes | (88,000) | ||
Income tax benefit | 0 | ||
Net loss | (88,000) | (122,000) | |
Comprehensive loss | (88,000) | (122,000) | |
Subsidiary Issuer | Verso Paper Holdings LLC | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | 0 | 0 | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | 0 | 0 | |
Depreciation, amortization, and depletion | 0 | 0 | |
Selling, general and administrative expenses | 0 | 0 | |
Restructuring charges | 0 | 0 | |
Other operating income | 0 | 0 | |
Interest income | 0 | 0 | |
Interest expense | 0 | 0 | |
Other loss, net | $ 0 | ||
Reorganization items, net | |||
Equity in net loss of subsidiaries | $ 0 | 0 | |
Loss before income taxes | 0 | ||
Income tax benefit | 0 | ||
Net loss | 0 | 0 | |
Other comprehensive income | 0 | 0 | |
Comprehensive loss | 0 | 0 | |
Guarantor Subsidiaries | Verso Paper Holdings LLC | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | 211,000 | 258,000 | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | 180,000 | 239,000 | |
Depreciation, amortization, and depletion | 12,000 | 17,000 | |
Selling, general and administrative expenses | 28,000 | 27,000 | |
Restructuring charges | 15,000 | ||
Other operating income | (18,000) | $ (12,000) | |
Interest expense | 13,000 | 47,000 | |
Reorganization items, net | 8,000 | ||
Equity in net loss of subsidiaries | 0 | ||
Loss before income taxes | (12,000) | ||
Income tax benefit | 0 | ||
Net loss | (12,000) | (75,000) | |
Comprehensive loss | (12,000) | (75,000) | |
Non-Guarantor Subsidiaries | Verso Paper Holdings LLC | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | 494,000 | 553,000 | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | 453,000 | 495,000 | |
Depreciation, amortization, and depletion | 36,000 | 40,000 | |
Selling, general and administrative expenses | 19,000 | 28,000 | |
Restructuring charges | 144,000 | 7,000 | |
Other operating income | 16,000 | (12,000) | |
Interest income | 0 | ||
Interest expense | 13,000 | 18,000 | |
Reorganization items, net | 48,000 | ||
Equity in net loss of subsidiaries | 0 | ||
Loss before income taxes | (235,000) | ||
Income tax benefit | 0 | ||
Net loss | (235,000) | (47,000) | |
Comprehensive loss | (235,000) | (47,000) | |
Other Non-Guarantors | Verso Paper Holdings LLC | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | 1,000 | ||
Cost of products sold (exclusive of depreciation, amortization, and depletion) | 0 | ||
Restructuring charges | 0 | ||
Other operating income | (55,000) | 0 | |
Interest expense | 1,000 | ||
Reorganization items, net | 0 | ||
Equity in net loss of subsidiaries | 0 | ||
Loss before income taxes | 55,000 | ||
Income tax benefit | 0 | ||
Net loss | 55,000 | 0 | |
Comprehensive loss | 55,000 | 0 | |
Eliminations | Verso Paper Holdings LLC | |||
Condensed Financial Statements, Captions [Line Items] | |||
Net sales | (15,000) | (6,000) | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | (15,000) | (6,000) | |
Selling, general and administrative expenses | 0 | ||
Restructuring charges | 0 | ||
Other operating income | 0 | ||
Interest income | 13,000 | 47,000 | |
Interest expense | (13,000) | (47,000) | |
Reorganization items, net | 0 | ||
Equity in net loss of subsidiaries | 192,000 | 122,000 | |
Loss before income taxes | 192,000 | ||
Income tax benefit | 0 | ||
Net loss | 192,000 | 122,000 | |
Comprehensive loss | $ 192,000 | $ 122,000 |
CONDENSED CONSOLIDATING FINAN68
CONDENSED CONSOLIDATING FINANCIAL INFORMATION - Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | $ 64,000 | $ (204,000) |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 63,000 | 51,000 |
Transfers from (to) restricted cash | (3,000) | 2,000 |
Capital expenditures | (11,000) | (9,000) |
Cash acquired in acquisition | 128,000 | |
Other investing activities | 0 | (5,000) |
Return of capital to Parent Issuer | 0 | |
Net cash provided by investing activities | 49,000 | 167,000 |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 147,000 | 317,000 |
Payments on revolving credit facilities | (446,000) | (272,000) |
Borrowings on debtor-in-possession revolving credit facilities | 204,000 | 0 |
Payments on debtor-in-possession revolving credit facilities | (136,000) | 0 |
Proceeds from debtor-in-possession Term Loan | 175,000 | 0 |
Debt issuance costs | (21,000) | 0 |
Payments to parent | 0 | |
Net cash provided by (used in) financing activities | (77,000) | 45,000 |
Change in cash and cash equivalents | 36,000 | 8,000 |
Cash and cash equivalents at beginning of period | 4,000 | 6,000 |
Cash and cash equivalents at end of period | 40,000 | 14,000 |
Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 64,000 | (204,000) |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 63,000 | 51,000 |
Transfers from (to) restricted cash | (3,000) | 2,000 |
Capital expenditures | (11,000) | (9,000) |
Cash acquired in acquisition | 128,000 | |
Other investing activities | 0 | (5,000) |
Return of capital to Parent Issuer | 0 | |
Payments from subsidiaries | 0 | 0 |
Net cash provided by investing activities | 49,000 | 167,000 |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 147,000 | 317,000 |
Payments on revolving credit facilities | (446,000) | (272,000) |
Borrowings on debtor-in-possession revolving credit facilities | 204,000 | 0 |
Payments on debtor-in-possession revolving credit facilities | (136,000) | 0 |
Proceeds from debtor-in-possession Term Loan | 175,000 | 0 |
Debt issuance costs | (21,000) | 0 |
Return of capital to Parent Issuer | 0 | 0 |
Payments to parent | 0 | 0 |
Net cash provided by (used in) financing activities | (77,000) | 45,000 |
Change in cash and cash equivalents | 36,000 | 8,000 |
Cash and cash equivalents at beginning of period | 4,000 | 6,000 |
Cash and cash equivalents at end of period | 40,000 | 14,000 |
Parent Company | Verso Paper Holdings LLC | ||
Cash flows from investing activities: | ||
Cash acquired in acquisition | 0 | |
Other investing activities | 0 | |
Return of capital to Parent Issuer | 61,000 | 73,000 |
Advances to subsidiaries | (118,000) | (178,000) |
Payments from subsidiaries | 110,000 | 74,000 |
Net cash provided by investing activities | 53,000 | (31,000) |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 17,000 | 75,000 |
Payments on revolving credit facilities | (67,000) | (44,000) |
Borrowings on debtor-in-possession revolving credit facilities | 40,000 | |
Payments on debtor-in-possession revolving credit facilities | (40,000) | |
Proceeds from debtor-in-possession Term Loan | 0 | |
Debt issuance costs | (3,000) | |
Return of capital to Parent Issuer | 0 | 0 |
Payments to parent | 0 | 0 |
Net cash provided by (used in) financing activities | (53,000) | 31,000 |
Cash and cash equivalents at end of period | 0 | |
Subsidiary Issuer | Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 0 | |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 0 | |
Transfers from (to) restricted cash | 0 | |
Capital expenditures | 0 | |
Cash acquired in acquisition | 0 | |
Other investing activities | 0 | 0 |
Return of capital to Parent Issuer | 0 | |
Advances to subsidiaries | 0 | |
Payments from subsidiaries | 0 | 0 |
Net cash provided by investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 0 | 0 |
Payments on revolving credit facilities | 0 | 0 |
Borrowings on debtor-in-possession revolving credit facilities | 0 | |
Payments on debtor-in-possession revolving credit facilities | 0 | |
Proceeds from debtor-in-possession Term Loan | 0 | |
Debt issuance costs | 0 | |
Return of capital to Parent Issuer | 0 | 0 |
Advances from parent | 0 | |
Payments to parent | 0 | |
Net cash provided by (used in) financing activities | 0 | 0 |
Change in cash and cash equivalents | 0 | |
Cash and cash equivalents at beginning of period | 0 | |
Cash and cash equivalents at end of period | 0 | 0 |
Guarantor Subsidiaries | Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 14,000 | (124,000) |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 50,000 | |
Transfers from (to) restricted cash | (1,000) | 2,000 |
Capital expenditures | (2,000) | (3,000) |
Cash acquired in acquisition | 0 | |
Other investing activities | 2,000 | |
Return of capital to Parent Issuer | 0 | |
Advances to subsidiaries | 0 | |
Payments from subsidiaries | 0 | |
Net cash provided by investing activities | (1,000) | 49,000 |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 0 | |
Payments on revolving credit facilities | 0 | |
Borrowings on debtor-in-possession revolving credit facilities | 0 | |
Payments on debtor-in-possession revolving credit facilities | 0 | |
Proceeds from debtor-in-possession Term Loan | 0 | |
Return of capital to Parent Issuer | 0 | 0 |
Advances from parent | 118,000 | 148,000 |
Payments to parent | (110,000) | (74,000) |
Net cash provided by (used in) financing activities | 8,000 | 74,000 |
Change in cash and cash equivalents | 21,000 | (1,000) |
Cash and cash equivalents at beginning of period | 1,000 | 6,000 |
Cash and cash equivalents at end of period | 22,000 | 5,000 |
Non-Guarantor Subsidiaries | Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 50,000 | (80,000) |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 1,000 | |
Transfers from (to) restricted cash | (2,000) | |
Capital expenditures | (9,000) | (6,000) |
Cash acquired in acquisition | 128,000 | |
Other investing activities | (5,000) | |
Return of capital to Parent Issuer | 0 | |
Advances to subsidiaries | 0 | |
Payments from subsidiaries | 0 | |
Net cash provided by investing activities | (11,000) | 118,000 |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 130,000 | 242,000 |
Payments on revolving credit facilities | (379,000) | (198,000) |
Borrowings on debtor-in-possession revolving credit facilities | 164,000 | |
Payments on debtor-in-possession revolving credit facilities | (96,000) | |
Proceeds from debtor-in-possession Term Loan | 175,000 | |
Debt issuance costs | (18,000) | |
Return of capital to Parent Issuer | 0 | (73,000) |
Payments to parent | 0 | 0 |
Net cash provided by (used in) financing activities | (24,000) | (29,000) |
Change in cash and cash equivalents | 15,000 | 9,000 |
Cash and cash equivalents at beginning of period | 3,000 | |
Cash and cash equivalents at end of period | 18,000 | 9,000 |
Other Non-Guarantors | Verso Paper Holdings LLC | ||
Cash flows from investing activities: | ||
Proceeds from sale of assets | 63,000 | |
Cash acquired in acquisition | 0 | |
Other investing activities | (2,000) | 0 |
Return of capital to Parent Issuer | 0 | |
Advances to subsidiaries | 0 | |
Payments from subsidiaries | 0 | |
Net cash provided by investing activities | 61,000 | |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 0 | |
Payments on revolving credit facilities | (30,000) | |
Borrowings on debtor-in-possession revolving credit facilities | 0 | |
Payments on debtor-in-possession revolving credit facilities | 0 | |
Proceeds from debtor-in-possession Term Loan | 0 | |
Return of capital to Parent Issuer | (61,000) | 0 |
Advances from parent | 30,000 | |
Payments to parent | 0 | 0 |
Net cash provided by (used in) financing activities | (61,000) | |
Eliminations | Verso Paper Holdings LLC | ||
Condensed Financial Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities | 0 | 0 |
Cash flows from investing activities: | ||
Proceeds from sale of assets | 0 | 0 |
Transfers from (to) restricted cash | 0 | 0 |
Capital expenditures | 0 | 0 |
Cash acquired in acquisition | 0 | |
Other investing activities | 0 | 0 |
Return of capital to Parent Issuer | (61,000) | (73,000) |
Advances to subsidiaries | 118,000 | 178,000 |
Payments from subsidiaries | (110,000) | (74,000) |
Net cash provided by investing activities | (53,000) | 31,000 |
Cash flows from financing activities: | ||
Borrowings on revolving credit facilities | 0 | |
Payments on revolving credit facilities | 0 | 0 |
Borrowings on debtor-in-possession revolving credit facilities | 0 | |
Payments on debtor-in-possession revolving credit facilities | 0 | |
Proceeds from debtor-in-possession Term Loan | 0 | |
Debt issuance costs | 0 | |
Return of capital to Parent Issuer | 61,000 | 73,000 |
Advances from parent | (118,000) | (178,000) |
Payments to parent | 110,000 | 74,000 |
Net cash provided by (used in) financing activities | 53,000 | (31,000) |
Change in cash and cash equivalents | 0 | |
Cash and cash equivalents at beginning of period | 0 | |
Cash and cash equivalents at end of period | $ 0 | $ 0 |