LSC COMMUNICATIONS REPORTS FIRST QUARTER 2020 RESULTS
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LSC Communications, Inc.
Pension, Debt and Liquidity Summary
As of March 31, 2020 & December 31, 2019
(in millions)
(UNAUDITED)
| | | | | | | | |
Cash, Debt & Liquidity | | March 31, 2020 | | | December 31, 2019 | |
Short-term and current portion of long-term debt | | $ | 911 | | | $ | 465 | |
Long-term debt | | | — | | | | 445 | |
| | | | | | | | |
Total debt | | $ | 911 | | | $ | 910 | |
| | | | | | | | |
Cash | | $ | 56 | | | $ | 105 | |
| | |
Net debt | | $ | 855 | | | $ | 805 | |
Unfunded Status of Pension Benefit Plans
Based on the fair value of assets and the discount rate used to value benefit obligations as of March 31, 2020, the unfunded status of the pension benefit plans is $113 million compared to $162 million at December 31, 2019.
| | | | | | | | | | | | |
| | Qualified | | | Non-Qualified & International | | | Total | |
Pension liabilities | | $ | 2,077 | | | $ | 94 | | | $ | 2,171 | |
Pension assets | | | 2,054 | | | | 4 | | | | 2,058 | |
| | | | | | | | | | | | |
Unfunded status at March 31, 2020 | | $ | (23 | ) | | $ | (90 | ) | | $ | (113 | ) |
Credit Agreement
Background:On September 30, 2016, the Company entered into a $400 million senior secured revolving credit agreement (the “Revolving Credit Facility”) which expires on September 30, 2021. Effective August 5, 2019, the aggregate principal amount was reduced to $300 million as a result of an amendment to the Company’s Credit Agreement. The Revolving Credit Facility is subject to a number of covenants, including, but not limited to, a minimum Interest Coverage Ratio and a maximum Consolidated Leverage Ratio, as defined in and calculated pursuant to the Revolving Credit Facility, that, in part, restrict the Company’s ability to incur additional indebtedness, create liens, engage in mergers and consolidations, make restricted payments and dispose of certain assets.
Noncompliance with Financial Covenants on December 31, 2019:Based on final results of operations for the year ended December 31, 2019, the Company concluded it was not in compliance with the Consolidated Leverage Ratio and Minimum Interest Ratio contained in the Credit Agreement on December 31, 2019. The noncompliance occurred on the last day of the fourth quarter due to the following: the Company’s Consolidated Leverage Ratio exceeded the maximum level permitted and the Company’s Minimum Interest Ratio was below the minimum level permitted.
Waiver, Forbearance Agreement and Fourth Amendment to Credit Agreement (the “Agreement”):On March 2, 2020, LSC Communications entered into the Agreement with lenders under the Company’s primary Credit Agreement. The Agreement waived the defaults or events of default that occurred as a result of financial covenant noncompliance of the Company’s Consolidated Leverage Ratio and Minimum Interest Ratio on December 31, 2019. The Agreement also included an undertaking from lenders to forbear from exercising remedies for certain potential future defaults or events of default through the period ended May 14, 2020, subject to LSC Communications’ compliance with various undertakings in the Agreement.
Balances as of March 31, 2020:As of March 31, 2020, the Company had $249 million of borrowings and $51 million in outstanding letters of credit issued under the Revolving Credit Facility, with no availability to further draw.
Voluntary Reorganization under Chapter 11 andDebtor-in-Possession Financing (“DIP”)
Voluntary Reorganization: On April 13, 2020, the Company and certain of its subsidiaries filed voluntary petitions for relief under Chapter 11 of title 11 of the United States Code, 11 U.S.C. §§101-1532 in the United States Bankruptcy Court for the Southern District of New York (collectively, the “Chapter 11 Cases”). The commencement of the Chapter 11 Cases constituted an event of default with respect to the Senior Notes, the Term Loan Facility and the Revolving Credit Facility (the “Debt Instruments”). The Debt Instruments provide that as a result of the commencement of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable.
DIP Financing:The Company obtained DIP financing of up to $100 million which, together with our normal operating cash flows, will provide liquidity for the Company to operate as usual and fulfill ongoing commitments to stakeholders during the pendency of the Chapter 11 Cases.