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Discontinued Operations
12 Months Ended
Dec. 31, 2020
Discontinued Operations And Disposal Groups [Abstract]  
Discontinued Operations

4.

DISCONTINUED OPERATIONS

On October 31, 2018, we completed the sale of the Specialty Papers business on a cash free and debt free basis to Pixelle Specialty Solutions LLC, an affiliate of Lindsay Goldberg (the “Purchaser”) for $360 million. The sale of the business was in connection with the strategic focus on our more growth oriented Composite Fibers and Airlaid Materials. Cash proceeds from the sale were approximately $323 million 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 $210 million of pension liabilities relating to Specialty Papers’ employees and received approximately $274 million of related assets from the Company’s qualified pension plan. We recognized a $144.1 million pre-tax loss, presented below as an “Impairment charge” for the amount by which Specialty Papers’ carrying value exceeded net proceeds from the sale.

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, which was completed in the third quarter of 2019.

 

GLATFELTER 2020 FORM 10-K

39

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

 

 

 

Year ended

December 31

 

In thousands

 

2020

 

 

2019

 

 

2018

 

Net sales

 

$

 

 

$

 

 

$

661,186

 

Energy and related sales, net

 

 

 

 

 

 

 

 

3,388

 

Total revenues

 

 

 

 

 

 

 

 

664,574

 

Costs of products sold

 

 

 

 

 

 

 

 

637,472

 

Gross profit

 

 

 

 

 

 

 

 

27,102

 

Selling, general and administrative expenses

 

 

(544

)

 

 

109

 

 

 

32,465

 

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

 

 

 

 

 

 

 

 

(423

)

Operating income (loss)

 

 

544

 

 

 

(109

)

 

 

(4,940

)

Non-operating income (expense)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

(6,942

)

Other, net

 

 

 

 

 

1,393

 

 

 

(51,236

)

Impairment charge

 

 

 

 

 

 

 

 

(144,124

)

Income (loss) before income taxes

 

 

544

 

 

 

1,284

 

 

 

(207,242

)

Income tax provision (benefit)

 

 

29

 

 

 

(2,386

)

 

 

(30,086

)

Income from discontinued operations

 

$

515

 

 

$

3,670

 

 

$

(177,156

)

 

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 amount set forth above in 2020 under the caption “Selling, general and administrative expenses,” primarily represents the settlement of a sales and use tax audit. The amounts in 2018 under the caption “Other, net” include the recognition of a $54.0 million, pre-tax, curtailment and settlement charge for pension and other post-employment benefits related to the transfer and discontinuance of future service of Specialty Papers’ employees.

 

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

 

 

 

Year ended

December 31

 

 

In thousands

 

2020

 

 

2019

 

 

2018

 

 

Net cash (used) provided by operating activities

 

$

(1,613

)

 

$

(10,942

)

 

$

38,803

 

 

Net cash (used) provided by investing activities

 

 

 

 

 

(8,221

)

 

 

308,120

 

 

Net cash provided by financing activities

 

 

 

 

 

 

 

 

125

 

 

Change in cash and cash equivalents from discontinued operations

 

$

(1,613

)

 

$

(19,163

)

 

$

347,048