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Discontinued Operations
9 Months Ended
Sep. 30, 2018
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

5.

DISCONTINUED OPERATIONS

 

On October 31, 2018, we completed the previously announced sale of our Specialty Papers Business Unit on a cash free and debt free basis to Pixelle Specialty Solutions LLC, an affiliate of Lindsay Goldberg (the “Purchaser”) for $360 million.  Cash proceeds from the sale were approximately $323 million in cash reflecting estimated purchase price adjustments as of the closing date and the assumption by the Purchaser of approximately $38 million in retiree healthcare liabilities. In addition, the Purchaser assumed approximately $220 million of pension liabilities relating to Specialty Papers’ employees and will receive approximately $270 million of related assets from the Company’s existing pension plan.  

 

In connection with the sale of Specialty Papers, we entered into a Transition Services Agreement with Purchaser pursuant to which we agreed to provide various back-office and information technology support until the business is fully separated from us.

 

The following table sets forth a summary of discontinued operations included in the condensed consolidated statements of income:

 

 

Three months ended

September 30

 

 

Nine months ended

September 30

 

In thousands

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net sales

 

$

201,288

 

 

$

203,206

 

 

$

590,757

 

 

$

600,346

 

Energy and related sales, net

 

 

844

 

 

 

1,236

 

 

 

3,217

 

 

 

3,346

 

Total revenues

 

 

202,132

 

 

 

204,442

 

 

 

593,974

 

 

 

603,692

 

Costs of products sold

 

 

181,628

 

 

 

188,076

 

 

 

572,820

 

 

 

569,840

 

Gross profit

 

 

20,504

 

 

 

16,366

 

 

 

21,154

 

 

 

33,852

 

Selling, general and administrative expenses

 

 

6,058

 

 

 

5,997

 

 

 

18,566

 

 

 

17,971

 

(Gains) losses on dispositions of plant, equipment and timberlands, net

 

 

3

 

 

 

70

 

 

 

(440

)

 

 

118

 

Operating income

 

 

14,443

 

 

 

10,299

 

 

 

3,028

 

 

 

15,763

 

Non-operating income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(2,281

)

 

 

(1,221

)

 

 

(6,017

)

 

 

(3,005

)

Other, net

 

 

(1,174

)

 

 

583

 

 

 

(81

)

 

 

1,664

 

Impairment charge

 

 

(125,644

)

 

 

 

 

 

(125,644

)

 

 

 

Income (loss) before income taxes

 

 

(114,656

)

 

 

9,661

 

 

 

(128,714

)

 

 

14,422

 

Income tax provision (benefit)

 

 

(19,530

)

 

 

2,601

 

 

 

(28,361

)

 

 

5,515

 

Income (loss) from discontinued operations

 

$

(95,126

)

 

$

7,060

 

 

$

(100,353

)

 

$

8,907

 

 

The amounts presented above are derived from the segment reporting for Specialty Papers adjusted to include certain retirement benefit costs and to exclude corporate shared services costs which are required to remain in continuing operations. Interest expense was allocated to discontinued operations based on borrowings under the revolving credit facility required to be repaid with proceeds from the sale of Specialty Papers. The amounts set forth above include the recognition of a $1.8 million, pre-tax, pension curtailment charge related to the transfer and discontinuance of future service of Specialty Papers’ employees. We also recognized an impairment charge representing an estimate of the amount by which the carrying value of Specialty Papers’ net assets exceeded their fair value based on the estimated net proceeds to be received from the sale.

 

 


The following table sets forth the carrying amounts of Specialty Papers’ major asset and liabilities, which were classified as held for sale in the condensed consolidated balance sheets:

 

September 30

 

 

December 31

 

In thousands

2018

 

 

2017

 

Assets

 

 

 

 

 

 

 

Accounts receivable, net

$

73,608

 

 

$

63,567

 

Inventories

 

105,311

 

 

 

115,858

 

Prepaid expenses and other current assets

 

9,403

 

 

 

10,527

 

Current assets held for sale

$

188,322

 

 

$

189,952

 

 

 

 

 

 

 

 

 

Plant, equipment and timberlands, net

 

210,891

 

 

 

350,560

 

Other assets

 

60,840

 

 

 

57,351

 

Noncurrent assets held for sale

$

271,731

 

 

$

407,911

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Accounts payable

$

76,257

 

 

$

77,266

 

Other current liabilities

 

33,906

 

 

 

35,554

 

Current liabilities held for sale

$

110,163

 

 

$

112,820

 

 

 

 

 

 

 

 

 

Long-term liabilities held for sale

$

40,480

 

 

$

41,373

 

 

 

The following table sets forth a summary of cash flows from discontinued operations which is included in the condensed consolidated statements of cash flows:

 

 

 

Nine months ended

September 30

 

In thousands

 

2018

 

 

2017

 

Net cash provided by operating activities

 

$

33,721

 

 

$

32,295

 

Net cash used in investing activities

 

 

(14,018

)

 

 

(44,186

)

Net cash provided by financing activities

 

 

125

 

 

$

 

Change in cash and cash equivalents from discontinued operations

 

$

19,828

 

 

$

(11,891

)