CONDENSED CONSOLIDATING FINANCIAL INFORMATION | 3 Months Ended | 12 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 |
Condensed Financial Information of Parent Company Only Disclosure [Abstract] | ' | ' |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | ' | ' |
CONDENSED CONSOLIDATING FINANCIAL INFORMATION | CONDENSED CONSOLIDATING FINANCIAL INFORMATION |
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Presented below are Verso Holdings’ consolidating balance sheets, statements of operations, statements of comprehensive income, and statements of cash flows, as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. The consolidating financial statements have been prepared from Verso Holdings’ financial information on the same basis of accounting as the 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. | Presented below are Verso Holdings’ consolidating balance sheets, statements of operations, statements of comprehensive income, and statements of cash flows, as required by Rule 3-10 of Regulation S-X of the Securities Exchange Act of 1934, as amended. The consolidating financial statements have been prepared from Verso Holdings’ financial information on the same basis of accounting as the 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. |
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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 8.75% Second Priority Senior Secured Notes due 2019, the Second Priority Senior Secured Floating Rate Notes due 2014, and 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 is 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, Bucksport Leasing LLC, and Verso Quinnesec REP LLC, or collectively, the “Guarantor Subsidiaries.” Chase NMTC Verso Investment Fund, LLC, a consolidated VIE of Verso Holdings, is a “Non-Guarantor Affiliate.” | Verso Holdings, or the “Parent Issuer,” and its direct, 100% owned subsidiary, Verso Paper Inc., or the “Subsidiary Issuer,” are the issuers of 11.75% Senior Secured Notes due 2019, the 11.75% Secured Notes due 2019, the 8.75% Second Priority Senior Secured Notes due 2019, the Second Priority Senior Secured Floating Rate Notes due 2014, and the 11.38% Senior Subordinated Notes due 2016, or collectively, the “Notes.” 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, Bucksport Leasing LLC, and Verso Quinnesec REP LLC, or collectively, the “Guarantor Subsidiaries.” Chase NMTC Verso Investment Fund, LLC, a consolidated VIE of Verso Holdings, is a “Non-Guarantor Affiliate.” |
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Verso Paper Holdings LLC | |
Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | Verso Paper Holdings LLC |
| Condensed Consolidating Balance Sheet |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2013 |
| Parent | Subsidiary | Guarantor | Non- | Non- | | | (Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non- | | Non- | | Eliminations | | Consolidated |
Guarantor | Guarantor | Issuer | Issuer | Subsidiaries | Guarantor | Guarantor |
(Dollars in thousands) | Issuer | Issuer | Subsidiaries | Subsidiary | Affiliate | Eliminations | Consolidated | | | | Subsidiary | Affiliate |
ASSETS | | | | | | | | ASSETS | | | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | $ | — | | $ | 4,232 | | $ | — | | $ | 10 | | $ | — | | $ | 4,242 | | Cash and cash equivalents | $ | — | | | $ | — | | | $ | 11,230 | | | $ | — | | | $ | 10 | | | $ | — | | | $ | 11,240 | |
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Accounts receivable, net | — | | — | | 94,097 | | — | | — | | — | | 94,097 | | Accounts receivable, net | — | | | — | | | 104,624 | | | — | | | — | | | — | | | 104,624 | |
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Inventories | — | | — | | 154,849 | | — | | — | | — | | 154,849 | | Inventories | — | | | — | | | 137,687 | | | — | | | — | | | — | | | 137,687 | |
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Assets held for sale | — | | — | | — | | — | | — | | — | | — | | Assets held for sale | — | | | — | | | 50 | | | — | | | — | | | — | | | 50 | |
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Prepaid expenses and other assets | — | | — | | 12,574 | | — | | 5 | | — | | 12,579 | | Prepaid expenses and other assets | — | | | — | | | 20,616 | | | — | | | 5 | | | — | | | 20,621 | |
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Current assets | — | | — | | 265,752 | | — | | 15 | | — | | 265,767 | | Current assets | — | | | — | | | 274,207 | | | — | | | 15 | | | — | | | 274,222 | |
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Property, plant, and equipment, net | — | | — | | 703,448 | | 18,903 | | — | | (288 | ) | 722,063 | | Property, plant, and equipment, net | — | | | — | | | 724,063 | | | 19,171 | | | — | | | (288 | ) | | 742,946 | |
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Intercompany/affiliate receivable | 1,398,752 | | — | | 1,434 | | — | | 31,153 | | (1,431,339 | ) | — | | Intercompany/affiliate receivable | 1,335,323 | | | — | | | 1,393 | | | — | | | 31,153 | | | (1,367,869 | ) | | — | |
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Intangibles and other assets, net(1) | — | | — | | 97,077 | | 1,237 | | 85 | | — | | 98,399 | | Intangibles and other assets, net(1) | — | | | — | | | 103,424 | | | 1,251 | | | 85 | | | — | | | 104,760 | |
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Total assets | $ | 1,398,752 | | $ | — | | $ | 1,067,711 | | $ | 20,140 | | $ | 31,253 | | $ | (1,431,627 | ) | $ | 1,086,229 | | Total assets | $ | 1,335,323 | | | $ | — | | | $ | 1,103,087 | | | $ | 20,422 | | | $ | 31,253 | | | $ | (1,368,157 | ) | | $ | 1,121,928 | |
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LIABILITIES AND MEMBER'S EQUITY | | | | | | | | | | | | | LIABILITIES AND MEMBER'S EQUITY |
Accounts payable | $ | — | | | $ | — | | | $ | 88,397 | | | $ | — | | | $ | 15 | | | $ | — | | | $ | 88,412 | |
Accounts payable | $ | — | | $ | — | | $ | 95,703 | | $ | — | | $ | 15 | | $ | — | | $ | 95,718 | |
Accrued liabilities | 58,847 | | | — | | | 63,462 | | | — | | | 126 | | | — | | | 122,435 | |
Accrued liabilities | 25,971 | | — | | 46,998 | | — | | 126 | | — | | 73,095 | |
Current maturities of long-term debt | 13,310 | | | — | | | — | | | — | | | — | | | — | | | 13,310 | |
Current maturities of long-term debt | 13,310 | | — | | — | | — | | — | | — | | 13,310 | |
Current liabilities | 72,157 | | | — | | | 151,859 | | | — | | | 141 | | | — | | | 224,157 | |
Current liabilities | 39,281 | | — | | 142,701 | | — | | 141 | | — | | 182,123 | |
Intercompany/affiliate payable | — | | | — | | | 1,335,323 | | | 32,546 | | | — | | | (1,367,869 | ) | | — | |
Intercompany/affiliate payable | — | | — | | 1,398,752 | | 32,587 | | — | | (1,431,339 | ) | — | |
Investment in subsidiaries | 439,125 | | | — | | | 12,124 | | | — | | | — | | | (451,249 | ) | | — | |
Investment in subsidiaries | 527,655 | | — | | 12,447 | | — | | — | | (540,102 | ) | — | |
Long-term debt(2) | 1,235,167 | | | — | | | — | | | — | | | 23,305 | | | — | | | 1,258,472 | |
Long-term debt(2) | 1,332,858 | | — | | — | | — | | 23,305 | | — | | 1,356,163 | |
Other liabilities | — | | | — | | | 42,502 | | | — | | | 8,087 | | | (164 | ) | | 50,425 | |
Other liabilities | — | | — | | 41,062 | | — | | 8,101 | | (178 | ) | 48,985 | |
Member's (deficit) equity | (411,126 | ) | | — | | | (438,721 | ) | | (12,124 | ) | | (280 | ) | | 451,125 | | | (411,126 | ) |
Member's (deficit) equity | (501,042 | ) | — | | (527,251 | ) | (12,447 | ) | (294 | ) | 539,992 | | (501,042 | ) |
Total liabilities and equity | $ | 1,335,323 | | | $ | — | | | $ | 1,103,087 | | | $ | 20,422 | | | $ | 31,253 | | | $ | (1,368,157 | ) | | $ | 1,121,928 | |
Total liabilities and equity | $ | 1,398,752 | | $ | — | | $ | 1,067,711 | | $ | 20,140 | | $ | 31,253 | | $ | (1,431,627 | ) | $ | 1,086,229 | |
(1) Intangibles and other assets, net of Guarantor Subsidiaries includes $23.3 million of a long-term note receivable from Verso Finance. |
| | | | | | | | | | | | | | | | | | | | | | (2) Long-term debt of Non-Guarantor Affiliate is payable to Verso Finance. |
-1 | Intangibles and other assets, net of Guarantor Subsidiaries include $23.3 million of a long-term note receivable from Verso Finance. | | | | | | | | | | | | | | | | | | | | | (3) Investment in subsidiaries has been corrected to reflect presentation as a liability in conformity with March 31, 2014 presentation. |
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-2 | Long-term debt of Non-Guarantor Affiliate is payable to Verso Finance. | | | | | | | | | | | | | | | | | | | | | |
Verso Paper Holdings LLC | |
Condensed Consolidating Balance Sheet | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
December 31, 2013 | Verso Paper Holdings LLC |
| Condensed Consolidating Balance Sheet |
| | | | | | | | | | | | | | | | | | | | | | December 31, 2012 |
| Parent | Subsidiary | Guarantor | Non- | Non- | | | (Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non- | | Non- | | Eliminations | | Consolidated |
Guarantor | Guarantor | Issuer | Issuer | Subsidiaries | Guarantor | Guarantor |
(Dollars in thousands) | Issuer | Issuer | Subsidiaries | Subsidiary | Affiliate | Eliminations | Consolidated | | | | Subsidiary | Affiliate |
ASSETS | | | | | | | | ASSETS | | | | | | | | | | | | | |
Cash and cash equivalents | $ | — | | $ | — | | $ | 11,230 | | $ | — | | $ | 10 | | $ | — | | $ | 11,240 | | Cash and cash equivalents | $ | — | | | $ | — | | | $ | 61,453 | | | $ | — | | | $ | 17 | | | $ | — | | | $ | 61,470 | |
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Accounts receivable, net | — | | — | | 104,624 | | — | | — | | — | | 104,624 | | Accounts receivable, net | — | | | — | | | 101,014 | | | — | | | — | | | — | | | 101,014 | |
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Inventories | — | | — | | 137,687 | | — | | — | | — | | 137,687 | | Inventories | — | | | — | | | 131,467 | | | — | | | — | | | — | | | 131,467 | |
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Assets held for sale | — | | — | | 50 | | — | | — | | — | | 50 | | Assets held for sale | — | | | — | | | 24,867 | | | — | | | — | | | — | | | 24,867 | |
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Prepaid expenses and other assets | — | | — | | 20,616 | | — | | 5 | | — | | 20,621 | | Prepaid expenses and other assets | — | | | — | | | 3,989 | | | — | | | 7 | | | — | | | 3,996 | |
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Current assets | — | | — | | 274,207 | | — | | 15 | | — | | 274,222 | | Current assets | — | | | — | | | 322,790 | | | — | | | 24 | | | — | | | 322,814 | |
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Property, plant, and equipment, net | — | | — | | 724,063 | | 19,171 | | — | | (288 | ) | 742,946 | | Property, plant, and equipment, net | — | | | — | | | 773,074 | | | 20,246 | | | — | | | (289 | ) | | 793,031 | |
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Intercompany/affiliate receivable | 1,335,323 | | — | | 1,393 | | — | | 31,153 | | (1,367,869 | ) | — | | Intercompany/affiliate receivable | 1,251,788 | | | — | | | 1,401 | | | — | | | 31,153 | | | (1,284,342 | ) | | — | |
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Intangibles and other assets, net(1) | — | | — | | 103,424 | | 1,251 | | 85 | | — | | 104,760 | | Investment in subsidiaries | (253,714 | ) | | — | | | (11,183 | ) | | — | | | — | | | 264,897 | | | — | |
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Total assets | $ | 1,335,323 | | $ | — | | $ | 1,103,087 | | $ | 20,422 | | $ | 31,253 | | $ | (1,368,157 | ) | $ | 1,121,928 | | Intangibles and other assets, net(1) | — | | | — | | | 115,222 | | | 1,125 | | | 85 | | | — | | | 116,432 | |
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LIABILITIES AND MEMBER'S EQUITY | | | | | | | | | | | | | Total assets | $ | 998,074 | | | $ | — | | | $ | 1,201,304 | | | $ | 21,371 | | | $ | 31,262 | | | $ | (1,019,734 | ) | | $ | 1,232,277 | |
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Accounts payable | $ | — | | $ | — | | $ | 88,397 | | $ | — | | $ | 15 | | $ | — | | $ | 88,412 | | LIABILITIES AND MEMBER'S EQUITY |
Accounts payable | $ | — | | | $ | — | | | $ | 92,056 | | | $ | 7 | | | $ | 23 | | | $ | (7 | ) | | $ | 92,079 | |
Accrued liabilities | 58,847 | | — | | 63,462 | | — | | 126 | | — | | 122,435 | |
Accrued liabilities | 54,926 | | | — | | | 64,069 | | | — | | | 126 | | | — | | | 119,121 | |
Current maturities of long-term debt | 13,310 | | — | | — | | — | | — | | — | | 13,310 | |
Liabilities related to assets held for sale | — | | | — | | | 176 | | | — | | | — | | | — | | | 176 | |
Current liabilities | 72,157 | | — | | 151,859 | | — | | 141 | | — | | 224,157 | |
Current liabilities | 54,926 | | | — | | | 156,301 | | | 7 | | | 149 | | | (7 | ) | | 211,376 | |
Intercompany/affiliate payable | — | | — | | 1,335,323 | | 32,546 | | — | | (1,367,869 | ) | — | |
Intercompany/affiliate payable | — | | | — | | | 1,251,788 | | | 32,547 | | | — | | | (1,284,335 | ) | | — | |
Investment in subsidiaries(3) | 439,125 | | — | | 12,124 | | — | | — | | (451,249 | ) | — | |
Long-term debt(2) | 1,163,747 | | | — | | | — | | | — | | | 23,305 | | | — | | | 1,187,052 | |
Long-term debt(2) | 1,235,167 | | — | | — | | — | | 23,305 | | — | | 1,258,472 | |
Other liabilities | — | | | — | | | 46,525 | | | — | | | 8,032 | | | (109 | ) | | 54,448 | |
Other liabilities | — | | — | | 42,502 | | — | | 8,087 | | (164 | ) | 50,425 | |
Member's (deficit) equity | (220,599 | ) | | — | | | (253,310 | ) | | (11,183 | ) | | (224 | ) | | 264,717 | | | (220,599 | ) |
Member's (deficit) equity | (411,126 | ) | — | | (438,721 | ) | (12,124 | ) | (280 | ) | 451,125 | | (411,126 | ) |
Total liabilities and equity | $ | 998,074 | | | $ | — | | | $ | 1,201,304 | | | $ | 21,371 | | | $ | 31,262 | | | $ | (1,019,734 | ) | | $ | 1,232,277 | |
Total liabilities and equity | $ | 1,335,323 | | $ | — | | $ | 1,103,087 | | $ | 20,422 | | $ | 31,253 | | $ | (1,368,157 | ) | $ | 1,121,928 | |
(1) Intangibles and other assets, net of Guarantor Subsidiaries includes $23.3 million of a long-term note receivable from Verso Finance. |
| | | | | | | | | | | | | | | | | | | | | | (2) Long-term debt of Non-Guarantor Affiliate is payable to Verso Finance. |
-1 | Intangibles and other assets, net of Guarantor Subsidiaries include $23.3 million of a long-term note receivable from Verso Finance. | | | | | | | | | | | | | | | | | | | | | |
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-2 | Long-term debt of Non-Guarantor Affiliate is payable to Verso Finance. | | | | | | | | | | | | | | | | | | | | | Verso Paper Holdings LLC |
| | | | | | | | | | | | | | | | | | | | | | Condensed Consolidating Statements of Operations and Comprehensive Income |
-3 | Investment in subsidiaries has been corrected to reflect presentation as a liability in conformity with March 31, 2014 presentation. | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2013 |
Verso Paper Holdings LLC | (Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non- | | Non- | | Eliminations | | Consolidated |
Condensed Consolidating Statements of Operations and Comprehensive Income | Issuer | Issuer | Subsidiaries | Guarantor | Guarantor |
Three Months Ended March 31, 2014 | | | | Subsidiary | Affiliate |
| Net sales | $ | — | | | $ | — | | | $ | 1,388,899 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,388,899 | |
| | | | | | | | | | | | | | | | | | | | | |
| Parent | Subsidiary | Guarantor | Non- | Non- | | | Cost of products sold (exclusive of depreciation, amortization, and depletion) | — | | | — | | | 1,179,085 | | | — | | | — | | | — | | | 1,179,085 | |
Guarantor | Guarantor |
(Dollars in thousands) | Issuer | Issuer | Subsidiaries | Subsidiary | Affiliate | Eliminations | Consolidated | Depreciation, amortization, and depletion | — | | | — | | | 103,655 | | | 1,075 | | | 55 | | | (55 | ) | | 104,730 | |
Net sales | $ | — | | $ | — | | $ | 299,113 | | $ | — | | $ | — | | $ | — | | $ | 299,113 | |
Selling, general, and administrative expenses | — | | | — | | | 75,452 | | | (1,707 | ) | | 32 | | | — | | | 73,777 | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | — | | — | | 302,377 | | — | | — | | — | | 302,377 | |
Restructuring charges | — | | | — | | | 1,378 | | | — | | | — | | | — | | | 1,378 | |
Depreciation, amortization, and depletion | — | | — | | 25,415 | | 268 | | 14 | | (14 | ) | 25,683 | |
Other operating income | — | | | — | | | (3,971 | ) | | — | | | — | | | — | | | (3,971 | ) |
Selling, general, and administrative expenses | — | | — | | 17,923 | | (339 | ) | 8 | | — | | 17,592 | |
Interest income | (138,298 | ) | | — | | | (1,539 | ) | | — | | | (1,546 | ) | | 139,844 | | | (1,539 | ) |
Restructuring charges | — | | — | | — | | — | | — | | — | | — | |
Interest expense | 138,298 | | | — | | | 137,083 | | | 1,574 | | | 1,515 | | | (139,844 | ) | | 138,626 | |
Interest income | (35,029 | ) | — | | (379 | ) | — | | (387 | ) | 35,416 | | (379 | ) |
Other loss, net | 2,800 | | | — | | | 5,165 | | | — | | | — | | | — | | | 7,965 | |
Interest expense | 35,029 | | — | | 34,470 | | 394 | | 379 | | (35,416 | ) | 34,856 | |
Equity in net loss of subsidiaries | (108,352 | ) | | — | | | — | | | — | | | — | | | 108,352 | | | — | |
Other loss, net | — | | — | | 9,585 | | — | | — | | — | | 9,585 | |
Net loss | $ | (111,152 | ) | | $ | — | | | $ | (107,409 | ) | | $ | (942 | ) | | $ | (56 | ) | | $ | 108,407 | | | $ | (111,152 | ) |
Equity in net loss of subsidiaries | (90,601 | ) | — | | — | | — | | — | | 90,601 | | — | |
Other comprehensive income | 13,838 | | | — | | | 13,838 | | | — | | | — | | | (13,838 | ) | | 13,838 | |
Net loss | $ | (90,601 | ) | $ | — | | $ | (90,278 | ) | $ | (323 | ) | $ | (14 | ) | $ | 90,615 | | $ | (90,601 | ) |
Comprehensive loss | $ | (97,314 | ) | | $ | — | | | $ | (93,571 | ) | | $ | (942 | ) | | $ | (56 | ) | | $ | 94,569 | | | $ | (97,314 | ) |
Other comprehensive income | 213 | | — | | 213 | | — | | — | | (213 | ) | 213 | |
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Comprehensive loss | $ | (90,388 | ) | $ | — | | $ | (90,065 | ) | $ | (323 | ) | $ | (14 | ) | $ | 90,402 | | $ | (90,388 | ) | |
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| Verso Paper Holdings LLC |
Verso Paper Holdings LLC | Condensed Consolidating Statements of Operations and Comprehensive Income |
Condensed Consolidating Statements of Operations and Comprehensive Income | Year Ended December 31, 2012 |
Three Months Ended March 31, 2013 | (Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non- | | Non- | | Eliminations | | Consolidated |
| Issuer | Issuer | Subsidiaries | Guarantor | Guarantor |
| | | | | | | | | | | | | | | | | | | | | | | | | Subsidiary | Affiliate |
| Parent | Subsidiary | Guarantor | Non- | Non- | | | Net sales | $ | — | | | $ | — | | | $ | 1,474,612 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,474,612 | |
Guarantor | Guarantor |
(Dollars in thousands) | Issuer | Issuer | Subsidiaries | Subsidiary | Affiliate | Eliminations | Consolidated | Cost of products sold (exclusive of depreciation, amortization, and depletion) | — | | | — | | | 1,272,630 | | | — | | | — | | | — | | | 1,272,630 | |
Net sales | $ | — | | $ | — | | $ | 333,220 | | $ | — | | $ | — | | $ | — | | $ | 333,220 | |
Depreciation, amortization, and depletion | — | | | — | | | 117,014 | | | 1,164 | | | 55 | | | (55 | ) | | 118,178 | |
Cost of products sold (exclusive of depreciation, amortization, and depletion) | — | | — | | 291,859 | | — | | — | | — | | 291,859 | |
Selling, general, and administrative expenses | — | | | — | | | 76,039 | | | (1,707 | ) | | 32 | | | — | | | 74,364 | |
Depreciation, amortization, and depletion | — | | — | | 25,711 | | 269 | | 14 | | (14 | ) | 25,980 | |
Restructuring charges | — | | | — | | | 102,404 | | | — | | | — | | | — | | | 102,404 | |
Selling, general, and administrative expenses | — | | — | | 19,196 | | (408 | ) | 8 | | — | | 18,796 | |
Other operating income | — | | | — | | | (60,594 | ) | | — | | | — | | | — | | | (60,594 | ) |
Restructuring charges | — | | — | | 1,016 | | — | | — | | — | | 1,016 | |
Interest income | (129,801 | ) | | — | | | (1,523 | ) | | — | | | (1,546 | ) | | 131,347 | | | (1,523 | ) |
Other operating income | — | | — | | (3,285 | ) | | | | | | | (3,285 | ) |
Interest expense | 129,801 | | | — | | | 126,399 | | | 1,575 | | | 1,515 | | | (131,347 | ) | | 127,943 | |
Interest income | (34,078 | ) | — | | (388 | ) | — | | (387 | ) | 34,465 | | (388 | ) |
Other loss, net | 8,244 | | | — | | | (864 | ) | | — | | | — | | | — | | | 7,380 | |
Interest expense | 34,078 | | — | | 34,053 | | 394 | | 379 | | (34,465 | ) | 34,439 | |
Equity in net loss of subsidiaries | (157,926 | ) | | — | | | — | | | — | | | — | | | 157,926 | | | — | |
Other loss, net | 2,572 | | — | | — | | — | | — | | — | | 2,572 | |
Net loss | $ | (166,170 | ) | | $ | — | | | $ | (156,893 | ) | | $ | (1,032 | ) | | $ | (56 | ) | | $ | 157,981 | | | $ | (166,170 | ) |
Equity in net loss of subsidiaries | (37,769 | ) | — | | — | | — | | — | | 37,769 | | — | |
Other comprehensive income | 3,385 | | | — | | | 3,385 | | | — | | | — | | | (3,385 | ) | | 3,385 | |
Net loss | $ | (40,341 | ) | $ | — | | $ | (34,942 | ) | $ | (255 | ) | $ | (14 | ) | $ | 37,783 | | $ | (37,769 | ) |
Comprehensive loss | $ | (162,785 | ) | | $ | — | | | $ | (153,508 | ) | | $ | (1,032 | ) | | $ | (56 | ) | | $ | 154,596 | | | $ | (162,785 | ) |
Other comprehensive income | 717 | | — | | 717 | | — | | — | | (717 | ) | 717 | |
|
Comprehensive loss | $ | (39,624 | ) | $ | — | | $ | (34,225 | ) | $ | (255 | ) | $ | (14 | ) | $ | 37,066 | | $ | (37,052 | ) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Verso Paper Holdings LLC |
Verso Paper Holdings LLC | Condensed Consolidating Statements of Operations and Comprehensive Income |
Condensed Consolidating Statements of Cash Flows | Year Ended December 31, 2011 |
Three Months Ended March 31, 2014 | (Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non- | | Non- | | Eliminations | | Consolidated |
| Issuer | Issuer | Subsidiaries | Guarantor | Guarantor |
| | | | | | | | | | | | | | | | | | | | | | | | | Subsidiary | Affiliate |
| | | | Non- | Non- | | | Net sales | $ | — | | | $ | — | | | $ | 1,722,489 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,722,489 | |
| Parent | Subsidiary | Guarantor | Guarantor | Guarantor | | |
(Dollars in thousands) | Issuer | Issuer | Subsidiaries | Subsidiary | Affiliate | Eliminations | Consolidated | Cost of products sold (exclusive of depreciation, amortization, and depletion) | — | | | — | | | 1,460,290 | | | — | | | — | | | — | | | 1,460,290 | |
Net cash used in operating activities | $ | — | | $ | — | | $ | (96,275 | ) | $ | (7 | ) | $ | — | | $ | — | | $ | (96,282 | ) |
Depreciation, amortization, and depletion | — | | | — | | | 125,121 | | | 174 | | | 55 | | | (55 | ) | | 125,295 | |
Cash flows from investing activities: | | | | | | | | | | | | | | |
Selling, general, and administrative expenses | — | | | — | | | 78,038 | | | (156 | ) | | 125 | | | — | | | 78,007 | |
Proceeds from sale of assets | — | | — | | 316 | | — | | — | | — | | 316 | |
Goodwill impairment | — | | | — | | | 10,551 | | | — | | | — | | | — | | | 10,551 | |
Transfers from restricted cash | — | | — | | 2,327 | | 7 | | — | | — | | 2,334 | |
Restructuring charges | — | | | — | | | 24,464 | | | — | | | — | | | — | | | 24,464 | |
Capital expenditures | — | | — | | (16,466 | ) | — | | — | | — | | (16,466 | ) |
Interest income | (124,366 | ) | | — | | | (1,560 | ) | | (54 | ) | | (1,546 | ) | | 125,912 | | | (1,614 | ) |
Other investing activities | — | | — | | 5,020 | | — | | — | | — | | 5,020 | |
Interest expense | 124,366 | | | — | | | 121,883 | | | 361 | | | 1,515 | | | (125,912 | ) | | 122,213 | |
Advances to subsidiaries | (135,080 | ) | — | | — | | — | | — | | 135,080 | | — | |
Other loss (income), net | 26,091 | | | — | | | (279 | ) | | — | | | — | | | — | | | 25,812 | |
Payments from subsidiaries | 37,000 | | — | | — | | — | | — | | (37,000 | ) | — | |
Equity in net loss of subsidiaries | $ | (96,438 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 96,438 | | | $ | — | |
Net cash used in investing activities | (98,080 | ) | — | | (8,803 | ) | 7 | | — | | 98,080 | | (8,796 | ) |
Net loss | (122,529 | ) | | — | | | (96,019 | ) | | (325 | ) | | (149 | ) | | 96,493 | | | (122,529 | ) |
Cash flows from financing activities: | | | | | | | | | | | | | | |
Other comprehensive loss | (12,404 | ) | | $ | — | | | (12,404 | ) | | $ | — | | | $ | — | | | 12,404 | | | (12,404 | ) |
Borrowings on revolving credit facilities | 135,000 | | — | | — | | — | | — | | — | | 135,000 | |
Comprehensive loss | $ | (134,933 | ) | | $ | — | | | $ | (108,423 | ) | | $ | (325 | ) | | $ | (149 | ) | | $ | 108,897 | | | $ | (134,933 | ) |
Payments on revolving credit facilities | (37,000 | ) | — | | — | | — | | — | | — | | (37,000 | ) |
|
Contribution from Verso Paper | 80 | | — | | — | | — | | — | | — | | 80 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Advances from parent | — | | — | | 135,080 | | — | | — | | (135,080 | ) | — | | Verso Paper Holdings LLC |
Condensed Consolidating Statements of Cash Flows |
Payments to parent | — | | — | | (37,000 | ) | — | | — | | 37,000 | | — | | Year Ended December 31, 2013 |
(Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non- | | Non- | | Eliminations | | Consolidated |
Net cash provided by financing activities | 98,080 | | — | | 98,080 | | — | | — | | (98,080 | ) | 98,080 | | Issuer | Issuer | Subsidiaries | Guarantor | Guarantor |
| | | Subsidiary | Affiliate |
Change in cash and cash equivalents | — | | — | | (6,998 | ) | — | | — | | — | | (6,998 | ) | Net cash used in operating activities | $ | — | | | $ | — | | | $ | (27,609 | ) | | $ | 154 | | | $ | (7 | ) | | $ | — | | | $ | (27,462 | ) |
|
Cash and cash equivalents at beginning of period | — | | — | | 11,230 | | — | | 10 | | — | | 11,240 | | Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
|
Cash and cash equivalents at end of period | $ | — | | $ | — | | $ | 4,232 | | $ | — | | $ | 10 | | $ | — | | $ | 4,242 | | Proceeds from sale of assets | — | | | — | | | 28,397 | | | — | | | — | | | — | | | 28,397 | |
|
Verso Paper Holdings LLC | Transfers (to) from restricted cash | — | | | — | | | (1,338 | ) | | (154 | ) | | — | | | — | | | (1,492 | ) |
Condensed Consolidating Statements of Cash Flows |
Three Months Ended March 31, 2013 | Return of investment in subsidiaries | 140 | | | — | | | (140 | ) | | — | | | — | | | — | | | — | |
|
| | | | | | | | | | | | | | | | | | | | | | Capital expenditures | — | | | — | | | (40,660 | ) | | — | | | — | | | — | | | (40,660 | ) |
| | | | Non- | Non- | | |
| Parent | Subsidiary | Guarantor | Guarantor | Guarantor | | | Net cash provided by (used in) investing activities | 140 | | | — | | | (13,741 | ) | | (154 | ) | | — | | | — | | | (13,755 | ) |
(Dollars in thousands) | Issuer | Issuer | Subsidiaries | Subsidiary | Affiliate | Eliminations | Consolidated |
Net cash used in operating activities | $ | — | | $ | — | | $ | (83,121 | ) | $ | 26 | | $ | — | | $ | — | | $ | (83,095 | ) | Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
|
Cash flows from investing activities: | | | | | | | | | | | | | | | Borrowings on revolving credit facilities | 145,000 | | | — | | | — | | | — | | | — | | | — | | | 145,000 | |
|
Proceeds from sale of assets | — | | — | | 27,640 | | — | | — | | — | | 27,640 | | Payments on revolving credit facilities | (145,000 | ) | | — | | | — | | | — | | | — | | | — | | | (145,000 | ) |
|
Transfers to restricted cash | — | | — | | (132 | ) | (26 | ) | — | | — | | (158 | ) | Return of capital | (8,653 | ) | | — | | | — | | | — | | | — | | | — | | | (8,653 | ) |
|
Capital expenditures | — | | — | | (8,192 | ) | — | | — | | — | | (8,192 | ) | Debt issuance costs | (220 | ) | | — | | | — | | | — | | | — | | | — | | | (220 | ) |
|
Other investing activities | — | | — | | 13,653 | | — | | — | | — | | 13,653 | | Cash distributions | (140 | ) | | — | | | — | | | — | | | — | | | — | | | (140 | ) |
|
Return of capital to parent | 8,653 | | — | | — | | — | | — | | (8,653 | ) | — | | Repayment of advances to subsidiaries | 8,653 | | | — | | | (8,653 | ) | | — | | | — | | | — | | | — | |
|
Advances to subsidiaries | (50,000 | ) | — | | — | | — | | — | | 50,000 | | — | | Advances from subsidiaries | 220 | | | — | | | (220 | ) | | — | | | — | | | — | | | — | |
|
Payments from subsidiaries | 40,023 | | — | | — | | — | | — | | (40,023 | ) | — | | Net cash used in financing activities | (140 | ) | | — | | | (8,873 | ) | | — | | | — | | | — | | | (9,013 | ) |
|
Net cash provided by investing activities | (1,324 | ) | — | | 32,969 | | (26 | ) | — | | 1,324 | | 32,943 | | Change in cash and cash equivalents | — | | | — | | | (50,223 | ) | | — | | | (7 | ) | | — | | | (50,230 | ) |
|
Cash flows from financing activities: | | | | | | | | | | | | | | | Cash and cash equivalents at beginning of period | — | | | — | | | 61,453 | | | — | | | 17 | | | — | | | 61,470 | |
|
Borrowings on revolving credit facilities | 50,000 | | — | | — | | — | | — | | — | | 50,000 | | Cash and cash equivalents at end of period | $ | — | | | $ | — | | | $ | 11,230 | | | $ | — | | | $ | 10 | | | $ | — | | | $ | 11,240 | |
|
Payments on revolving credit facilities | (40,000 | ) | — | | — | | — | | — | | — | | (40,000 | ) | |
|
Return of capital | (8,653 | ) | — | | — | | — | | — | | — | | (8,653 | ) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash distributions | (23 | ) | — | | — | | — | | — | | — | | (23 | ) | Verso Paper Holdings LLC |
Condensed Consolidating Statements of Cash Flows |
Return of capital to parent | | — | | (8,653 | ) | — | | — | | 8,653 | | — | | Year Ended December 31, 2012 |
(Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non- | | Non- | | Eliminations | | Consolidated |
Advances from parent | | | — | | 50,000 | | — | | — | | (50,000 | ) | — | | Issuer | Issuer | Subsidiaries | Guarantor | Guarantor |
| | | Subsidiary | Affiliate |
Payments to parent | — | | — | | (40,023 | ) | — | | — | | 40,023 | | — | | Net cash provided by (used in) operating activities | $ | — | | | $ | — | | | $ | 9,449 | | | $ | 1,909 | | | $ | (56 | ) | | $ | — | | | $ | 11,302 | |
|
Net cash (used in) provided by financing activities | 1,324 | | — | | 1,324 | | — | | — | | (1,324 | ) | 1,324 | | Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
|
Change in cash and cash equivalents | — | | — | | (48,828 | ) | — | | — | | — | | (48,828 | ) | Proceeds from insurance settlement | — | | | — | | | 51,003 | | | — | | | — | | | — | | | 51,003 | |
|
Cash and cash equivalents at beginning of period | — | | — | | 61,453 | | — | | 17 | | — | | 61,470 | | Proceeds from sale of assets | — | | | — | | | 1,731 | | | — | | | — | | | — | | | 1,731 | |
|
Cash and cash equivalents at end of period | $ | — | | $ | — | | $ | 12,625 | | $ | — | | $ | 17 | | $ | — | | $ | 12,642 | | Transfers (to) from restricted cash | — | | | — | | | 184 | | | (78 | ) | | — | | | — | | | 106 | |
|
Advances to and payments from subsidiaries amounts have been corrected to be presented in investing activities in conformity with March 31, 2014 presentation. | Return of investment in subsidiaries | (694 | ) | | — | | | 694 | | | — | | | — | | | — | | | — | |
|
| Capital expenditures | — | | | — | | | (68,585 | ) | | 8,676 | | | — | | | — | | | (59,909 | ) |
|
| Net cash (used in) provided by investing activities | (694 | ) | | — | | | (14,973 | ) | | 8,598 | | | — | | | — | | | (7,069 | ) |
|
| Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
|
| Borrowings on revolving credit facilities | 112,500 | | | — | | | — | | | — | | | — | | | — | | | 112,500 | |
|
| Payments on revolving credit facilities | (112,500 | ) | | — | | | — | | | — | | | — | | | — | | | (112,500 | ) |
|
| Proceeds from long-term debt | 341,191 | | | — | | | — | | | — | | | — | | | — | | | 341,191 | |
|
| Repayments of long-term debt | (354,984 | ) | | — | | | — | | | — | | | — | | | — | | | (354,984 | ) |
|
| Debt issuance costs | (24,459 | ) | | — | | | — | | | — | | | — | | | — | | | (24,459 | ) |
|
| Contribution from parent | 776 | | | — | | | — | | | — | | | — | | | — | | | 776 | |
|
| Cash distributions | (82 | ) | | — | | | 10,507 | | | (10,507 | ) | | — | | | — | | | (82 | ) |
|
| Repayment of advances to subsidiaries | 354,984 | | | — | | | (354,984 | ) | | — | | | — | | | — | | | — | |
|
| Advances to subsidiaries | (316,732 | ) | | — | | | 316,732 | | | — | | | — | | | — | | | — | |
|
| Net cash provided by (used in) financing activities | 694 | | | — | | | (27,745 | ) | | (10,507 | ) | | — | | | — | | | (37,558 | ) |
|
| Change in cash and cash equivalents | — | | | — | | | (33,269 | ) | | — | | | (56 | ) | | — | | | (33,325 | ) |
|
| Cash and cash equivalents at beginning of period | — | | | — | | | 94,722 | | | — | | | 73 | | | — | | | 94,795 | |
|
| Cash and cash equivalents at end of period | $ | — | | | $ | — | | | $ | 61,453 | | | $ | — | | | $ | 17 | | | $ | — | | | $ | 61,470 | |
|
| |
| |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Verso Paper Holdings LLC |
| Condensed Consolidating Statements of Cash Flows |
| Year Ended December 31, 2011 |
| (Dollars in thousands) | Parent | | Subsidiary | | Guarantor | | Non-Guarantor | | Non- Guarantor | | Eliminations | | Consolidated |
| Issuer | Issuer | Subsidiaries | Subsidiary | Affiliate |
| Net cash provided by (used in) operating activities | $ | — | | | $ | — | | | $ | 18,815 | | | $ | (4,322 | ) | | $ | 69 | | | $ | — | | | $ | 14,562 | |
|
| Cash flows from investing activities: | | | | | | | | | | | | | | | | | | | | |
|
| Proceeds from sale of fixed assets | — | | | — | | | 228 | | | — | | | — | | | — | | | 228 | |
|
| Transfers (to) from restricted cash | — | | | — | | | (975 | ) | | 24,814 | | | — | | | — | | | 23,839 | |
|
| Capital expenditures | — | | | — | | | (69,866 | ) | | (20,406 | ) | | — | | | — | | | (90,272 | ) |
|
| Return of investment in subsidiaries | 88 | | | — | | | (88 | ) | | — | | | — | | | — | | | — | |
|
| Net cash provided by (used in) investing activities | 88 | | | — | | | (70,701 | ) | | 4,408 | | | — | | | — | | | (66,205 | ) |
|
| Cash flows from financing activities: | | | | | | | | | | | | | | | | | | | | |
|
| Proceeds from long-term debt | 394,618 | | | — | | | — | | | — | | | — | | | — | | | 394,618 | |
|
| Repayments of long-term debt | (389,998 | ) | | — | | | — | | | — | | | — | | | — | | | (389,998 | ) |
|
| Debt issuance costs | (10,715 | ) | | — | | | 1 | | | (86 | ) | | — | | | — | | | (10,800 | ) |
|
| Cash distributions | (88 | ) | | — | | | — | | | — | | | — | | | — | | | (88 | ) |
|
| Repayment of advances to subsidiaries | 389,998 | | | — | | | (389,998 | ) | | — | | | — | | | — | | | — | |
|
| Advances to subsidiaries | (383,903 | ) | | — | | | 383,903 | | | — | | | — | | | — | | | — | |
|
| Net cash used in financing activities | (88 | ) | | — | | | (6,094 | ) | | (86 | ) | | — | | | — | | | (6,268 | ) |
|
| Change in cash and cash equivalents | — | | | — | | | (57,980 | ) | | — | | | 69 | | | — | | | (57,911 | ) |
|
| Cash and cash equivalents at beginning of period | — | | | — | | | 152,702 | | | — | | | 4 | | | — | | | 152,706 | |
|
| Cash and cash equivalents at end of period | $ | — | | | $ | — | | | $ | 94,722 | | | $ | — | | | $ | 73 | | | $ | — | | | $ | 94,795 | |
|
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