Supplemental Guarantor Financial Information | 6 Months Ended |
Jun. 30, 2014 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' |
Supplemental Guarantor Financial Information | ' |
Supplemental Guarantor Financial Information |
All of our directly and indirectly owned, domestic subsidiaries guarantee the 2013 Notes and the 2010 Notes on a joint and several basis. As of June 30, 2014, the 2013 Notes and 2010 Notes were not guaranteed by Interlake Acquisition Corporation Limited, a foreign subsidiary. There are no significant restrictions on the ability of the guarantor subsidiaries to make distributions to Clearwater Paper, the issuer of the 2013 Notes and 2010 Notes. The following tables present the results of operations, financial position and cash flows of Clearwater Paper and its subsidiaries, the guarantor and non-guarantor entities, and the eliminations necessary to arrive at the information for Clearwater Paper on a consolidated basis. |
Clearwater Paper Corporation |
Consolidating Statement of Operations and Comprehensive Income (Loss) |
Three Months Ended June 30, 2014 |
|
| | | | | | | | | | | | | | | | | | | |
| | | Guarantor | | Non-Guarantor | | | | |
(In thousands) | Issuer | | Subsidiaries | | Subsidiary | | Eliminations | | Total |
Net sales | $ | 383,697 | | | $ | 112,676 | | | $ | 7,809 | | | $ | (5,423 | ) | | $ | 498,759 | |
|
Cost and expenses: | | | | | | | | | |
Cost of sales | (323,733 | ) | | (109,818 | ) | | (5,983 | ) | | 5,423 | | | (434,111 | ) |
|
Selling, general and administrative expenses | (25,907 | ) | | (5,320 | ) | | (338 | ) | | — | | | (31,565 | ) |
|
Total operating costs and expenses | (349,640 | ) | | (115,138 | ) | | (6,321 | ) | | 5,423 | | | (465,676 | ) |
|
Income (loss) from operations | 34,057 | | | (2,462 | ) | | 1,488 | | | — | | | 33,083 | |
|
Interest expense, net | (10,681 | ) | | (7 | ) | | — | | | — | | | (10,688 | ) |
|
Earnings (loss) before income taxes | 23,376 | | | (2,469 | ) | | 1,488 | | | — | | | 22,395 | |
|
Income tax provision | (7,272 | ) | | (5,675 | ) | | (390 | ) | | 3,395 | | | (9,942 | ) |
|
Equity in (loss) income of subsidiary | (7,046 | ) | | 1,098 | | | — | | | 5,948 | | | — | |
|
Net earnings (loss) | $ | 9,058 | | | $ | (7,046 | ) | | $ | 1,098 | | | $ | 9,343 | | | $ | 12,453 | |
|
Other comprehensive income, net of tax | 920 | | | — | | | — | | | — | | | 920 | |
|
Comprehensive income (loss) | $ | 9,978 | | | $ | (7,046 | ) | | $ | 1,098 | | | $ | 9,343 | | | $ | 13,373 | |
|
Clearwater Paper Corporation |
Consolidating Statement of Operations and Comprehensive Income (Loss) |
Six Months Ended June 30, 2014 |
|
| | | | | | | | | | | | | | | | | | | |
| | | Guarantor | | Non-Guarantor | | | | |
(In thousands) | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Total |
Net sales | $ | 752,028 | | | $ | 230,053 | | | $ | 14,322 | | | $ | (12,724 | ) | | $ | 983,679 | |
|
Cost and expenses: | | | | | | | | | |
Cost of sales | (625,835 | ) | | (234,611 | ) | | (13,018 | ) | | 12,724 | | | (860,740 | ) |
|
Selling, general and administrative expenses | (53,566 | ) | | (10,837 | ) | | (676 | ) | | — | | | (65,079 | ) |
|
Impairment of assets | — | | | (4,259 | ) | | — | | | — | | | (4,259 | ) |
|
Total operating costs and expenses | (679,401 | ) | | (249,707 | ) | | (13,694 | ) | | 12,724 | | | (930,078 | ) |
|
Income (loss) from operations | 72,627 | | | (19,654 | ) | | 628 | | | — | | | 53,601 | |
|
Interest expense, net | (21,404 | ) | | (18 | ) | | — | | | — | | | (21,422 | ) |
|
Earnings (loss) before income taxes | 51,223 | | | (19,672 | ) | | 628 | | | — | | | 32,179 | |
|
Income tax (provision) benefit | (20,749 | ) | | 3,697 | | | (184 | ) | | 3,736 | | | (13,500 | ) |
|
Equity in loss of subsidiary | (15,531 | ) | | 444 | | | — | | | 15,087 | | | — | |
|
Net earnings (loss) | $ | 14,943 | | | $ | (15,531 | ) | | $ | 444 | | | $ | 18,823 | | | $ | 18,679 | |
|
Other comprehensive income, net of tax | 2,404 | | | — | | | — | | | — | | | 2,404 | |
|
Comprehensive income (loss) | $ | 17,347 | | | $ | (15,531 | ) | | $ | 444 | | | $ | 18,823 | | | $ | 21,083 | |
|
Clearwater Paper Corporation |
Consolidating Statement of Operations and Comprehensive Income |
Three Months Ended June 30, 2013 |
|
| | | | | | | | | | | | | | | | | | | |
| | | Guarantor | | Non-Guarantor | | | | |
(In thousands) | Issuer | | Subsidiaries | | Subsidiary | | Eliminations | | Total |
Net sales | $ | 348,075 | | | $ | 120,636 | | | $ | 7,286 | | | $ | (4,995 | ) | | $ | 471,002 | |
|
Cost and expenses: | | | | | | | | | |
Cost of sales | (295,589 | ) | | (117,418 | ) | | (6,509 | ) | | 4,995 | | | (414,521 | ) |
|
Selling, general and administrative expenses | (20,542 | ) | | (5,734 | ) | | (491 | ) | | — | | | (26,767 | ) |
|
Total operating costs and expenses | (316,131 | ) | | (123,152 | ) | | (7,000 | ) | | 4,995 | | | (441,288 | ) |
|
Income (loss) from operations | 31,944 | | | (2,516 | ) | | 286 | | | — | | | 29,714 | |
|
Interest expense, net | (11,094 | ) | | — | | | — | | | — | | | (11,094 | ) |
|
Earnings (loss) before income taxes | 20,850 | | | (2,516 | ) | | 286 | | | — | | | 18,620 | |
|
Income tax (provision) benefit | (9,187 | ) | | 5,279 | | | 1 | | | (3,055 | ) | | (6,962 | ) |
|
Equity in income of subsidiary | 3,050 | | | 287 | | | — | | | (3,337 | ) | | — | |
|
Net earnings | $ | 14,713 | | | $ | 3,050 | | | $ | 287 | | | $ | (6,392 | ) | | $ | 11,658 | |
|
Other comprehensive income, net of tax | 2,451 | | | — | | | — | | | — | | | 2,451 | |
|
Comprehensive income | $ | 17,164 | | | $ | 3,050 | | | $ | 287 | | | $ | (6,392 | ) | | $ | 14,109 | |
|
Clearwater Paper Corporation |
Consolidating Statement of Operations and Comprehensive Income |
Six Months Ended June 30, 2013 |
|
| | | | | | | | | | | | | | | | | | | |
| | | Guarantor | | Non-Guarantor | | | | |
(In thousands) | Issuer | | Subsidiaries | | Subsidiaries | | Eliminations | | Total |
Net sales | $ | 692,323 | | | $ | 235,352 | | | $ | 14,141 | | | $ | (9,990 | ) | | $ | 931,826 | |
|
Cost and expenses: | | | | | | | | | |
Cost of sales | (597,940 | ) | | (228,075 | ) | | (12,705 | ) | | 9,990 | | | (828,730 | ) |
|
Selling, general and administrative expenses | (48,450 | ) | | (11,468 | ) | | (981 | ) | | — | | | (60,899 | ) |
|
Total operating costs and expenses | (646,390 | ) | | (239,543 | ) | | (13,686 | ) | | 9,990 | | | (889,629 | ) |
|
Income (loss) from operations | 45,933 | | | (4,191 | ) | | 455 | | | — | | | 42,197 | |
|
Interest expense, net | (22,076 | ) | | — | | | — | | | — | | | (22,076 | ) |
|
Debt retirement costs | (17,058 | ) | | — | | | — | | | — | | | (17,058 | ) |
|
Earnings (loss) before income taxes | 6,799 | | | (4,191 | ) | | 455 | | | — | | | 3,063 | |
|
Income tax benefit (provision) | 5,155 | | | 6,492 | | | (34 | ) | | (3,900 | ) | | 7,713 | |
|
Equity in income of subsidiary | 2,722 | | | 421 | | | — | | | (3,143 | ) | | — | |
|
Net earnings | $ | 14,676 | | | $ | 2,722 | | | $ | 421 | | | $ | (7,043 | ) | | $ | 10,776 | |
|
Other comprehensive income, net of tax | 4,912 | | | — | | | — | | | — | | | 4,912 | |
|
Comprehensive income | $ | 19,588 | | | $ | 2,722 | | | $ | 421 | | | $ | (7,043 | ) | | $ | 15,688 | |
|
Clearwater Paper Corporation |
Consolidating Balance Sheet |
At June 30, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | |
(In thousands) | Issuer | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries | Subsidiary |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash | $ | 18,843 | | | $ | — | | | $ | 3,638 | | | $ | — | | | $ | 22,481 | |
|
Restricted cash | 1,501 | | | — | | | — | | | — | | | 1,501 | |
|
Short-term investments | 59,000 | | | — | | | — | | | — | | | 59,000 | |
|
Receivables, net | 126,894 | | | 39,288 | | | 3,112 | | | (739 | ) | | 168,555 | |
|
Taxes receivable | 6,655 | | | (3,254 | ) | | 269 | | | 3,170 | | | 6,840 | |
|
Inventories | 207,113 | | | 52,717 | | | 5,044 | | | — | | | 264,874 | |
|
Deferred tax assets | 20,903 | | | 8,070 | | | (3 | ) | | 566 | | | 29,536 | |
|
Prepaid expenses | 7,498 | | | 489 | | | 98 | | | — | | | 8,085 | |
|
Total current assets | 448,407 | | | 97,310 | | | 12,158 | | | 2,997 | | | 560,872 | |
|
Property, plant and equipment, net | 632,272 | | | 224,649 | | | 16,363 | | | — | | | 873,284 | |
|
Goodwill | 229,533 | | | — | | | — | | | — | | | 229,533 | |
|
Intangible assets, net | 5,746 | | | 29,409 | | | 1,053 | | | — | | | 36,208 | |
|
Intercompany receivable (payable) | 95,532 | | | (76,042 | ) | | (15,754 | ) | | (3,736 | ) | | — | |
|
Investment in subsidiary | 181,676 | | | 6,019 | | | — | | | (187,695 | ) | | — | |
|
Pension assets | 11,284 | | | — | | | — | | | — | | | 11,284 | |
|
Other assets, net | 8,189 | | | 1,185 | | | — | | | — | | | 9,374 | |
|
TOTAL ASSETS | $ | 1,612,639 | | | $ | 282,530 | | | $ | 13,820 | | | $ | (188,434 | ) | | $ | 1,720,555 | |
|
LIABILITIES AND STOCKHOLDERS’ | | | | | | | | | |
EQUITY |
Current liabilities: | | | | | | | | | |
Accounts payable and accrued | $ | 173,928 | | | $ | 42,272 | | | $ | 4,932 | | | $ | (739 | ) | | $ | 220,393 | |
liabilities |
Current liability for pensions and | 8,778 | | | — | | | — | | | — | | | 8,778 | |
other postretirement employee |
benefits |
Total current liabilities | 182,706 | | | 42,272 | | | 4,932 | | | (739 | ) | | 229,171 | |
|
Long-term debt | 650,000 | | | — | | | — | | | — | | | 650,000 | |
|
Liability for pensions and other | 105,015 | | | — | | | — | | | — | | | 105,015 | |
postretirement employee benefits |
Other long-term obligations | 49,159 | | | 1,053 | | | — | | | — | | | 50,212 | |
|
Accrued taxes | 1,449 | | | 926 | | | 319 | | | — | | | 2,694 | |
|
Deferred tax liabilities | 69,117 | | | 56,603 | | | 2,550 | | | — | | | 128,270 | |
|
Accumulated other comprehensive loss, | (55,689 | ) | | — | | | — | | | — | | | (55,689 | ) |
net of tax |
Stockholders’ equity excluding | 610,882 | | | 181,676 | | | 6,019 | | | (187,695 | ) | | 610,882 | |
accumulated other comprehensive loss |
TOTAL LIABILITIES AND | $ | 1,612,639 | | | $ | 282,530 | | | $ | 13,820 | | | $ | (188,434 | ) | | $ | 1,720,555 | |
STOCKHOLDERS’ EQUITY |
|
Clearwater Paper Corporation |
Consolidating Balance Sheet |
At December 31, 2013 |
|
|
| | | | | | | | | | | | | | | | | | | |
(In thousands) | Issuer | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries | Subsidiary |
ASSETS | | | | | | | | | |
Current assets: | | | | | | | | | |
Cash | $ | 18,273 | | | $ | — | | | $ | 5,402 | | | $ | — | | | $ | 23,675 | |
|
Restricted cash | 1,500 | | | — | | | — | | | — | | | 1,500 | |
|
Short-term investments | 70,000 | | | — | | | — | | | — | | | 70,000 | |
|
Receivables, net | 119,278 | | | 38,063 | | | 2,700 | | | (1,167 | ) | | 158,874 | |
|
Taxes receivable | 3,709 | | | (15,882 | ) | | 324 | | | 22,352 | | | 10,503 | |
|
Inventories | 198,476 | | | 65,017 | | | 4,295 | | | — | | | 267,788 | |
|
Deferred tax assets | 42,289 | | | 6,094 | | | 5 | | | (10,850 | ) | | 37,538 | |
|
Prepaid expenses | 4,704 | | | 695 | | | 124 | | | — | | | 5,523 | |
|
Total current assets | 458,229 | | | 93,987 | | | 12,850 | | | 10,335 | | | 575,401 | |
|
Property, plant and equipment, net | 636,662 | | | 231,225 | | | 16,811 | | | — | | | 884,698 | |
|
Goodwill | 229,533 | | | — | | | — | | | — | | | 229,533 | |
|
Intangible assets, net | — | | | 39,619 | | | 1,159 | | | — | | | 40,778 | |
|
Intercompany receivable (payable) | 91,865 | | | (63,932 | ) | | (16,431 | ) | | (11,502 | ) | | — | |
|
Investment in subsidiary | 196,763 | | | 5,575 | | | — | | | (202,338 | ) | | — | |
|
Pension assets | 4,488 | | | — | | | — | | | — | | | 4,488 | |
|
Other assets, net | 8,772 | | | 1,155 | | | — | | | — | | | 9,927 | |
|
TOTAL ASSETS | $ | 1,626,312 | | | $ | 307,629 | | | $ | 14,389 | | | $ | (203,505 | ) | | $ | 1,744,825 | |
|
LIABILITIES AND STOCKHOLDERS’ | | | | | | | | | |
EQUITY |
Current liabilities: | | | | | | | | | |
Accounts payable and accrued | $ | 140,125 | | | $ | 45,736 | | | $ | 5,954 | | | $ | (1,167 | ) | | $ | 190,648 | |
liabilities |
Current liability for pensions and | 8,778 | | | — | | | — | | | | | | 8,778 | |
other postretirement employee |
benefits |
Total current liabilities | 148,903 | | | 45,736 | | | 5,954 | | | (1,167 | ) | | 199,426 | |
|
Long-term debt | 650,000 | | | — | | | — | | | — | | | 650,000 | |
|
Liability for pensions and other | 109,807 | | | — | | | — | | | — | | | 109,807 | |
postretirement employee benefits |
Other long-term obligations | 51,740 | | | 1,202 | | | — | | | — | | | 52,942 | |
|
Accrued taxes | 1,430 | | | 911 | | | 317 | | | — | | | 2,658 | |
|
Deferred tax liabilities | 59,338 | | | 63,017 | | | 2,543 | | | — | | | 124,898 | |
|
Accumulated other comprehensive loss, | (58,093 | ) | | — | | | — | | | — | | | (58,093 | ) |
net of tax |
Stockholders’ equity excluding | 663,187 | | | 196,763 | | | 5,575 | | | (202,338 | ) | | 663,187 | |
accumulated other comprehensive loss |
TOTAL LIABILITIES AND | $ | 1,626,312 | | | $ | 307,629 | | | $ | 14,389 | | | $ | (203,505 | ) | | $ | 1,744,825 | |
STOCKHOLDERS’ EQUITY |
|
Clearwater Paper Corporation |
Consolidating Statement of Cash Flows |
Six Months Ended June 30, 2014 |
|
|
| | | | | | | | | | | | | | | | | | | |
(In thousands) | Issuer | | Guarantor | | Non-Guarantor | | Eliminations | | Total |
Subsidiaries | Subsidiary |
CASH FLOWS FROM OPERATING | | | | | | | | | |
ACTIVITIES |
Net earnings (loss) | $ | 14,943 | | | $ | (15,531 | ) | | $ | 444 | | | $ | 18,823 | | | $ | 18,679 | |
|
Adjustments to reconcile net earnings (loss) to | | | | | | | | | |
net cash flows from operating activities: |
Depreciation and amortization | 28,559 | | | 14,515 | | | 1,172 | | | — | | | 44,246 | |
|
Equity-based compensation expense | 6,910 | | | — | | | — | | | — | | | 6,910 | |
|
Impairment of assets | — | | | 4,259 | | | — | | | — | | | 4,259 | |
|
Deferred tax provision (benefit) | 29,648 | | | (8,390 | ) | | 15 | | | (11,416 | ) | | 9,857 | |
|
Employee benefit plans | 979 | | | — | | | — | | | — | | | 979 | |
|
Deferred issuance costs and discounts on | 949 | | | — | | | — | | | — | | | 949 | |
long-term debt |
Disposal of plant and equipment, net | 204 | | | 218 | | | — | | | — | | | 422 | |
|
Changes in working capital, net | 10,145 | | | 7,089 | | | (2,416 | ) | | — | | | 14,818 | |
|
Changes in taxes receivable, net | (2,946 | ) | | (12,628 | ) | | 55 | | | 19,182 | | | 3,663 | |
|
Changes in non-current accrued taxes, net | 19 | | | 15 | | | 2 | | | — | | | 36 | |
|
Funding of qualified pension plans | (8,889 | ) | | — | | | — | | | — | | | (8,889 | ) |
|
Other, net | (850 | ) | | (166 | ) | | — | | | — | | | (1,016 | ) |
|
Net cash flows from operating activities | 79,671 | | | (10,619 | ) | | (728 | ) | | 26,589 | | | 94,913 | |
|
CASH FLOWS FROM INVESTING | | | | | | | | | |
ACTIVITIES |
Changes in short-term investments, net | 11,000 | | | — | | | — | | | — | | | 11,000 | |
|
Additions to plant and equipment | (24,994 | ) | | (7,500 | ) | | (118 | ) | | — | | | (32,612 | ) |
|
Proceeds from the sale of assets | 38 | | | 581 | | | — | | | — | | | 619 | |
|
Net cash flows from investing activities | (13,956 | ) | | (6,919 | ) | | (118 | ) | | — | | | (20,993 | ) |
|
CASH FLOWS FROM FINANCING | | | | | | | | | |
ACTIVITIES |
Purchase of treasury stock | (74,322 | ) | | — | | | — | | | — | | | (74,322 | ) |
|
Investment from (to) parent | 9,969 | | | 17,538 | | | (918 | ) | | (26,589 | ) | | — | |
|
Payment of tax withholdings on equity- | (792 | ) | | — | | | — | | | — | | | (792 | ) |
based payment arrangements |
Net cash flows from financing activities | (65,145 | ) | | 17,538 | | | (918 | ) | | (26,589 | ) | | (75,114 | ) |
|
Increase (decrease) in cash | 570 | | | — | | | (1,764 | ) | | — | | | (1,194 | ) |
|
Cash at beginning of period | 18,273 | | | — | | | 5,402 | | | — | | | 23,675 | |
|
Cash at end of period | $ | 18,843 | | | $ | — | | | $ | 3,638 | | | $ | — | | | $ | 22,481 | |
|
Clearwater Paper Corporation |
Consolidating Statement of Cash Flows |
Six Months Ended June 30, 2013 |
|
|
| | | | | | | | | | | | | | | | | | | |
(In thousands) | Issuer | | Guarantor Subsidiaries | | Non-Guarantor | | Eliminations | | Total |
Subsidiary |
CASH FLOWS FROM OPERATING | | | | | | | | | |
ACTIVITIES |
Net earnings | $ | 14,676 | | | $ | 2,722 | | | $ | 421 | | | $ | (7,043 | ) | | $ | 10,776 | |
|
Adjustments to reconcile net earnings to net | | | | | | | | | |
cash flows from operating activities: |
Depreciation and amortization | 27,153 | | | 17,144 | | | 1,107 | | | — | | | 45,404 | |
|
Equity-based compensation expense | 5,581 | | | — | | | — | | | — | | | 5,581 | |
|
Deferred tax provision (benefit) | 4,362 | | | (14,202 | ) | | (587 | ) | | 1,043 | | | (9,384 | ) |
|
Employee benefit plans | 5,098 | | | — | | | — | | | — | | | 5,098 | |
|
Deferred issuance costs and discounts on | 4,017 | | | — | | | — | | | — | | | 4,017 | |
long-term debt |
Changes in working capital, net | (43,863 | ) | | 392 | | | (334 | ) | | — | | | (43,805 | ) |
|
Changes in taxes receivable, net | 9,270 | | | (879 | ) | | (121 | ) | | 3,648 | | | 11,918 | |
|
Changes in non-current accrued taxes, net | (2,775 | ) | | 10 | | | 2 | | | — | | | (2,763 | ) |
|
Funding of qualified pension plans | (4,633 | ) | | — | | | — | | | — | | | (4,633 | ) |
|
Other, net | (113 | ) | | (124 | ) | | — | | | — | | | (237 | ) |
|
Net cash flows from operating activities | 18,773 | | | 5,063 | | | 488 | | | (2,352 | ) | | 21,972 | |
|
CASH FLOWS FROM INVESTING | | | | | | | | | |
ACTIVITIES |
Changes in short-term investments, net | (60,000 | ) | | — | | | — | | | — | | | (60,000 | ) |
|
Additions to plant and equipment | (23,934 | ) | | (6,267 | ) | | (1,212 | ) | | — | | | (31,413 | ) |
|
Net cash flows from investing activities | (83,934 | ) | | (6,267 | ) | | (1,212 | ) | | — | | | (91,413 | ) |
|
CASH FLOWS FROM FINANCING | | | | | | | | | |
ACTIVITIES |
Proceeds from long-term debt | 275,000 | | | — | | | — | | | — | | | 275,000 | |
|
Repayment of long-term debt | (150,000 | ) | | — | | | — | | | — | | | (150,000 | ) |
|
Purchase of treasury stock | (59,984 | ) | | — | | | — | | | — | | | (59,984 | ) |
|
Investment (to) from parent | (4,670 | ) | | 1,200 | | | 1,118 | | | 2,352 | | | — | |
|
Payments for long-term debt issuance costs | (4,779 | ) | | — | | | — | | | — | | | (4,779 | ) |
|
Payment of tax withholdings on equity- | (2,195 | ) | | — | | | — | | | — | | | (2,195 | ) |
based payment arrangements |
Net cash flows from financing activities | 53,372 | | | 1,200 | | | 1,118 | | | 2,352 | | | 58,042 | |
|
(Decrease) increase in cash | (11,789 | ) | | (4 | ) | | 394 | | | — | | | (11,399 | ) |
|
Cash at beginning of period | 11,105 | | | 5 | | | 1,469 | | | — | | | 12,579 | |
|
Cash at end of period | $ | (684 | ) | | $ | 1 | | | $ | 1,863 | | | $ | — | | | $ | 1,180 | |
|
| | | | | | | | | | | | | | | | | | | | |