e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD from
to |
For the quarterly period ended September 30, 2010
Commission file number 1-3560
P. H. Glatfelter Company
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-0628360 |
(State or other jurisdiction
of incorporation or organization)
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(IRS Employer Identification No.) |
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96 South George Street, Suite 500 |
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York, Pennsylvania 17401
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(717) 225-4711 |
(Address of principal executive offices)
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(Registrants telephone number, including area code) |
N/A
(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for at least
the past 90 days. Yes þ No o.
Indicate by check mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to
submit and post such files). Yes o No o.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer, or a smaller reporting company.
See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o |
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Accelerated filer þ |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company o. |
Indicate by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act) Yes o No þ.
As of October 31, 2010, P. H. Glatfelter Company had 45,859,616 shares of
common stock outstanding.
P. H. GLATFELTER COMPANY
REPORT ON FORM 10-Q
For the QUARTERLY PERIOD ENDED
SEPTEMBER 30, 2010
Table of Contents
PART I
Item 1 Financial Statements
P. H. GLATFELTER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
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Three months ended |
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Nine months ended |
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September 30 |
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September 30 |
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In thousands, except per share |
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2010 |
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2009 |
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2010 |
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2009 |
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Net sales |
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$ |
379,097 |
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$ |
312,358 |
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$ |
1,079,153 |
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$ |
882,889 |
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Energy and related sales net |
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3,312 |
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2,132 |
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8,834 |
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6,194 |
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Total revenues |
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382,409 |
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314,490 |
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1,087,987 |
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889,083 |
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Costs of products sold |
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326,669 |
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232,025 |
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952,571 |
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704,303 |
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Gross profit |
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55,740 |
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82,465 |
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135,416 |
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184,780 |
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Selling, general and administrative expenses |
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27,782 |
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29,303 |
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91,299 |
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80,364 |
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Gains on dispositions of plant, equipment and timberlands, net |
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(150 |
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(9 |
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(318 |
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(681 |
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Operating income |
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28,108 |
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53,171 |
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44,435 |
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105,097 |
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Non-operating income (expense) |
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Interest expense |
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(6,565 |
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(4,528 |
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(19,045 |
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(14,798 |
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Interest income |
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232 |
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318 |
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570 |
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1,583 |
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Other net |
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(251 |
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204 |
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(3,868 |
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86 |
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Total other income (expense) |
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(6,584 |
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(4,006 |
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(22,343 |
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(13,129 |
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Income before income taxes |
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21,524 |
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49,165 |
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22,092 |
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91,968 |
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Income tax (benefit) provision |
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(17,913 |
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3,171 |
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(17,074 |
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14,566 |
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Net income |
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$ |
39,437 |
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$ |
45,994 |
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$ |
39,166 |
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$ |
77,402 |
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Earnings per share |
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Basic |
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$ |
0.86 |
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$ |
1.01 |
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$ |
0.85 |
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$ |
1.70 |
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Diluted |
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0.85 |
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1.00 |
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0.85 |
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1.69 |
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Cash dividends declared per common share |
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0.09 |
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0.09 |
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0.27 |
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0.27 |
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Weighted average shares outstanding |
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Basic |
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45,950 |
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45,699 |
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45,898 |
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45,649 |
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Diluted |
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46,286 |
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45,865 |
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46,330 |
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45,712 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GLATFELTER
-2-
P. H. GLATFELTER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
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September 30 |
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December 31 |
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In thousands |
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2010 |
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2009 |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
63,333 |
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$ |
135,420 |
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Accounts receivable net |
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160,859 |
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119,319 |
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Inventories |
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193,808 |
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168,370 |
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Prepaid expenses and other current assets |
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65,060 |
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96,947 |
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Total current assets |
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483,060 |
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520,056 |
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Plant, equipment and timberlands net |
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623,783 |
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470,632 |
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Other assets |
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225,892 |
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199,606 |
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Total assets |
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$ |
1,332,735 |
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$ |
1,190,294 |
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Liabilities and Shareholders Equity |
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Current liabilities |
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Current portion of long-term debt |
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$ |
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$ |
13,759 |
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Short-term debt |
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1,026 |
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3,888 |
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Accounts payable |
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98,876 |
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63,604 |
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Dividends payable |
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4,191 |
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4,170 |
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Environmental liabilities |
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608 |
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440 |
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Other current liabilities |
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104,104 |
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100,249 |
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Total current liabilities |
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208,805 |
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186,110 |
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Long-term debt |
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332,058 |
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236,936 |
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Deferred income taxes |
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89,962 |
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96,668 |
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Other long-term liabilities |
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164,583 |
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159,876 |
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Total liabilities |
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795,408 |
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679,590 |
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Commitments and contingencies |
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Shareholders equity |
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Common stock |
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544 |
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544 |
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Capital in excess of par value |
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49,004 |
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46,746 |
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Retained earnings |
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738,427 |
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711,765 |
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Accumulated other comprehensive loss |
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(124,311 |
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(119,885 |
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663,664 |
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639,170 |
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Less cost of common stock in treasury |
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(126,337 |
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(128,466 |
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Total shareholders equity |
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537,327 |
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510,704 |
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Total liabilities and shareholders equity |
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$ |
1,332,735 |
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$ |
1,190,294 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GLATFELTER
-3-
P. H. GLATFELTER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
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Nine months ended |
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September 30 |
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In thousands |
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2010 |
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2009 |
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Operating activities |
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Net income |
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$ |
39,166 |
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$ |
77,402 |
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Adjustments to reconcile to net cash provided by operations: |
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Depreciation, depletion and amortization |
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48,802 |
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45,823 |
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Pension expense, net of unfunded benefits paid |
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6,422 |
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5,045 |
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Deferred income tax provision (benefit) |
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(12,755 |
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(18,599 |
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Gains on dispositions of plant, equipment and timberlands, net |
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(318 |
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(681 |
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Share-based compensation |
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4,333 |
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3,704 |
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Alternative fuel mixture credits, net of credits
applied to taxes due |
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(34,888 |
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Change in operating assets and liabilities |
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Accounts receivable |
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(18,606 |
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197 |
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Inventories |
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1,358 |
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33,645 |
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Prepaid and other current assets |
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35,868 |
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5,245 |
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Accounts payable |
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20,731 |
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1,492 |
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Environmental matters |
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11 |
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(7,383 |
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Accruals and other current liabilities |
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(5,904 |
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8,220 |
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Other |
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4,272 |
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292 |
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Net cash provided by operating activities |
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123,380 |
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119,514 |
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Investing activities |
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Expenditures for purchases of plant, equipment and timberlands |
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(23,269 |
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(16,704 |
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Proceeds from disposals of plant, equipment and timberlands, net |
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333 |
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728 |
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Proceeds from timberland installment sale note receivable |
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37,850 |
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Acquisition of Concert Industries Corp., net of cash acquired |
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(229,080 |
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Net cash (used) provided by investing activities |
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(252,016 |
) |
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21,874 |
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Financing activities |
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Proceeds from $100 million 7⅛% note offering, net of original issue discount |
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95,000 |
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Payments of note offering and credit facility costs |
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(5,297 |
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Net repayments of revolving credit facility |
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(1,623 |
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Net repayments of short term debt |
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(2,979 |
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(2,640 |
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Repayment of Note payable, due March 2013 |
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(34,000 |
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Principal repayments 2011 Term Loan |
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(14,000 |
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(12,000 |
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Payments of dividends |
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(12,556 |
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(12,433 |
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Proceeds from stock options exercised and other |
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147 |
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Net cash provided (used) by financing activities |
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60,315 |
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(62,696 |
) |
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Effect of exchange rate changes on cash |
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(3,766 |
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5,314 |
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Net decrease in cash and cash equivalents |
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(72,087 |
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84,006 |
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Cash and cash equivalents at the beginning of period |
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135,420 |
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32,234 |
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Cash and cash equivalents at the end of period |
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$ |
63,333 |
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$ |
116,240 |
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Supplemental cash flow information |
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Cash paid (received) for |
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Interest |
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$ |
11,788 |
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$ |
9,523 |
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Income taxes |
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(43,004 |
) |
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16,175 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
GLATFELTER
-4-
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
P. H. Glatfelter Company and subsidiaries (Glatfelter) is a manufacturer of specialty papers
and fiber-based engineered products. Headquartered in York, Pennsylvania, our manufacturing
facilities are located in Spring Grove, Pennsylvania; Chillicothe and Freemont, Ohio; Gatineau,
Quebec, Canada; Gloucestershire (Lydney), England; Caerphilly, Wales; Gernsbach and Falkenhagen,
Germany; Scaër, France; and the Philippines. Our products are marketed throughout the United States
and in over 85 other countries, either through wholesale paper merchants, brokers and agents or
directly to customers.
Basis of Presentation The unaudited condensed consolidated financial statements (financial
statements) include the accounts of Glatfelter and its wholly-owned subsidiaries. All intercompany
balances and transactions have been eliminated.
We prepared these financial statements in accordance with accounting principles generally
accepted in the United States of America (generally accepted accounting principles or GAAP). In
our opinion, the financial statements reflect all normal, recurring adjustments needed to present
fairly our results for the interim periods. When preparing these financial statements, we have
assumed that you have read the audited consolidated financial statements included in our 2009
Annual Report on Form 10-K (2009 Form 10-K).
Accounting Estimates The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingencies as of the balance sheet date and the reported amounts
of revenues and expenses during the reporting period. Management believes the estimates and
assumptions used in the preparation of these financial statements are reasonable, based upon
currently available facts and known circumstances, but recognizes that actual results may differ
from those estimates and assumptions.
On February 12, 2010, we completed the acquisition of all the issued and outstanding stock of
Concert Industries Corp. (Concert), a manufacturer of highly absorbent cellulose based airlaid
non-woven materials, for cash totaling $231.9 million based on the currency exchange rates on the
closing date, and net of a post-closing working capital adjustment. Concert, with approximately 590
employees, has operations located in Gatineau, Quebec, Canada and Falkenhagen, Brandenburg,
Germany. Annual revenues totaled $203.0 million in 2009.
Concert manufactures highly absorbent cellulose based airlaid non-woven materials used in
products such as feminine hygiene and adult incontinence products, pre-moistened cleaning wipes,
food pads, napkins and tablecloths, and baby wipes. The acquisition of Concert affords us the
opportunity to grow with the industry leaders in feminine hygiene and adult incontinence products.
We believe that our acquisition of Concert provides us with an industry-leading global business
that sells highly specialized, engineered fiber-based products to niche markets with substantial
barriers to entry.
The share purchase agreement provides for, among other terms, i) an adjustment to the purchase
price based on final working capital as of the closing balance sheet, which has yet to be fully
agreed to; and ii) indemnification provisions for claims that may arise, including among others,
uncertain tax positions and other third party claims.
During the second quarter of 2010, we and the sellers reached agreement on certain working
capital related adjustments that reduced the purchase price by $3.9 million. In addition, as a
result of further evaluation of asset appraisals, contingencies and other factors, in accordance
with FASB ASC 805, Business Combinations, we have determined that certain retrospective adjustments
to the February 12, 2010 provisional allocation of the purchase price to assets acquired and
liabilities assumed were required.
GLATFELTER
-5-
The following summarizes the impact of the adjustments recorded in the second and third
quarters of 2010 and retrospectively reflected in the financial statements. This provisional
purchase price allocation is based on information currently available to management:
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As originally |
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In thousands |
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presented |
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Adjustment |
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Adjusted |
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Assets |
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Cash |
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$ |
2,792 |
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$ |
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$ |
2,792 |
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Accounts receivable |
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|
24,703 |
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|
24,703 |
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Inventory |
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28,034 |
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|
28,034 |
|
Prepaid and other current assets |
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5,941 |
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(1,327 |
) |
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|
4,614 |
|
Plant, equipment and timberlands |
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177,253 |
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|
8,068 |
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|
185,321 |
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Intangible assets |
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3,138 |
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|
1,902 |
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|
5,040 |
|
Deferred tax assets and other
assets |
|
|
20,738 |
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|
|
(6,572 |
) |
|
|
14,166 |
|
|
|
|
Total |
|
|
262,599 |
|
|
|
2,071 |
|
|
|
264,670 |
|
Liabilities |
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Accounts payable and accrued
expenses |
|
|
25,322 |
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|
|
591 |
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|
|
25,913 |
|
Deferred tax liabilities |
|
|
1,267 |
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|
|
2,166 |
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|
3,433 |
|
Other long term liabilities |
|
|
212 |
|
|
|
3,240 |
|
|
|
3,452 |
|
|
|
|
Total |
|
|
26,801 |
|
|
|
5,997 |
|
|
|
32,798 |
|
|
|
|
Total purchase price |
|
$ |
235,798 |
|
|
$ |
(3,926 |
) |
|
$ |
231,872 |
|
|
The adjustments set forth above did not materially impact previously reported results of
operations, earnings per share, or cash flows.
We are in the process of finalizing potential additional working capital adjustments and final
valuations of assets acquired, including plant and equipment and intangible assets, certain
contingencies and the impact on taxes of any final adjustments to such valuations, all necessary to
account for the Concert transaction in accordance with the acquisition method of accounting set
forth in FASB ASC 805. Accordingly, the provisional purchase price allocation set forth above is
based on all information available to us at the present time and is subject to change, and such
changes could be material.
For purposes of allocating the total purchase price, assets acquired and liabilities assumed
are recorded at their estimated fair market value. The allocation set forth above is based on
managements estimate of the fair value using valuation techniques such as discounted cash flow
models, appraisals and similar methodologies. The amount allocated to intangible assets represents
the estimated value of technology and customer sales contracts and relationships. Deferred tax
assets reflect the estimated value of future tax deductions acquired in the transaction.
Acquired property plant and equipment are being depreciated on a straight-line basis with
estimated remaining lives ranging from 5 years to 40 years. Intangible assets are being amortized
on a straight-line basis over an estimated remaining life of 11 to 20 years reflecting the expected
future value.
During the first nine months of 2010, we incurred legal, professional and advisory costs
directly related to the Concert acquisition totaling $7.2 million. All such costs are presented
under the caption Selling, general and administrative expenses in the accompanying condensed
consolidated statements of income. Deferred financing fees incurred in connection with issuing debt
related to the acquisition totaled $3.1 million through September 30, 2010. The unamortized fees
are recorded in the accompanying consolidated balance sheet under the caption Other assets.
In addition, in connection with the Concert acquisition, we entered into a series of forward
foreign currency contracts to hedge the acquisitions Canadian dollar purchase price. All contracts
were settled for cash during the first quarter of 2010 and resulted in a $3.4 million loss, net of
realized currency translation gains, which is presented under the caption Other-net in the
accompanying condensed consolidated statements of income for the nine months ended September 30,
2010.
Our results of operations for the first nine months of 2010 include the results of Concert
prospectively since the acquisition was completed on February 12, 2010. All such results are
reported herein as the Advanced Airlaid Materials business unit, a new reportable segment. Net
sales and operating income of Concert included in our consolidated results of operations totaled
$58.0 million and $1.2 million, respectively, for the third quarter of 2010. Net sales and
operating income were $138.1 million and $3.4 million, respectively, for the first nine months of
2010.
GLATFELTER
-6-
The table below summarizes pro forma financial information as if the acquisition and related
financing transaction occurred as of January 1, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
September 30 |
In thousands, except per share |
|
2010 |
|
|
2009 |
|
|
|
|
Pro forma |
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
379,097 |
|
|
|
$ |
368,035 |
|
Net income |
|
|
39,844 |
|
|
|
|
52,477 |
|
Diluted earnings per share |
|
|
0.86 |
|
|
|
|
1.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
September 30 |
In thousands, except per share |
|
2010 |
|
|
2009 |
|
|
|
|
Pro forma |
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
1,104,802 |
|
|
|
$ |
1,035,210 |
|
Net income |
|
|
51,036 |
|
|
|
|
85,951 |
|
Diluted earnings per share |
|
|
1.10 |
|
|
|
|
1.88 |
|
|
|
|
|
For purposes of presenting the above pro forma financial information, non-recurring
legal, professional and transaction costs directly related to the acquisition have been eliminated.
This unaudited pro forma financial information above is not necessarily indicative of what the
operating results would have been had the acquisition been completed at the beginning of the
respective period nor is it indicative of future results.
4. |
|
GAINS ON DISPOSITIONS OF PLANT, EQUIPMENT AND TIMBERLANDS |
Sales of timberlands and other assets in the first nine months of 2010 and 2009 are summarized
in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
Dollars in thousands |
|
Acres |
|
Proceeds |
|
Gain (loss) |
|
2010 |
|
|
|
|
|
|
|
|
|
|
|
|
Timberlands |
|
|
71 |
|
|
$ |
182 |
|
|
$ |
168 |
|
Other |
|
|
n/a |
|
|
|
151 |
|
|
|
150 |
|
|
|
|
|
|
|
|
|
|
$ |
333 |
|
|
$ |
318 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
Timberlands |
|
|
189 |
|
|
$ |
728 |
|
|
$ |
699 |
|
Other |
|
|
n/a |
|
|
|
|
|
|
|
(18 |
) |
|
|
|
|
|
|
|
|
|
$ |
728 |
|
|
$ |
681 |
|
|
5. |
|
ALTERNATIVE FUEL MIXTURE CREDITS |
The U.S. Internal Revenue Code provided a tax credit for companies that use alternative fuel
mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of
alternative fuel contained in the mixture, was refundable to the taxpayer. We began mixing black
liquor and diesel fuel in late February 2009 and filed an application to be registered as an
alternative fuel mixer with the Internal Revenue Service in March 2009. On May 11, 2009, we were
notified by the Internal Revenue Service that our application to be registered as an alternative
fuel mixer was approved. We subsequently filed an excise tax refund claim for the alternative fuel
mixture consumed at our Spring Grove, PA and Chillicothe, OH facilities during the period February
20, 2009 through May 17, 2009 and received a payment from the Internal Revenue Service (IRS) on
June 30, 2009 in the amount of $29.7 million.
For the period May 18, 2009 through September 30, 2009, we earned an additional $45.8 million
of alternative fuel mixture credits. Of this amount, $10.9 million was used to reduce estimated
interim tax payments. We claimed the balance of this amount as a non-taxable income tax credit in
connection with the filing of our 2009 federal corporate income tax return.
The accompanying condensed consolidated statement of income for the three months and nine
months ended September 30, 2009 includes $33.0 million and $73.8 million, respectively, recorded as
a credit to cost of products sold representing alternative fuel mixture credits earned through
September 30, 2009, net of associated expenses. On an after-tax basis, we recognized
$32.9 million of alternative fuel mixture credits during the third quarter of 2009 and $63.3
million in the nine months ended September 30, 2009.
GLATFELTER
-7-
The following table sets forth the details of basic and diluted earnings per share (EPS):
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
September 30 |
In thousands, except per share |
|
2010 |
|
2009 |
|
Net income |
|
$ |
39,437 |
|
|
$ |
45,994 |
|
|
|
|
Weighted average common shares outstanding used in basic EPS |
|
|
45,950 |
|
|
|
45,699 |
|
Common shares issuable upon exercise of dilutive stock options and restricted stock awards |
|
|
336 |
|
|
|
166 |
|
|
|
|
Weighted average common shares outstanding and common share equivalents used in diluted EPS |
|
|
46,286 |
|
|
|
45,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.86 |
|
|
$ |
1.01 |
|
Diluted |
|
|
0.85 |
|
|
|
1.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
September 30 |
In thousands, except per share |
|
2010 |
|
2009 |
|
Net income |
|
$ |
39,166 |
|
|
$ |
77,402 |
|
|
|
|
Weighted average common shares outstanding used in basic EPS |
|
|
45,898 |
|
|
|
45,649 |
|
Common shares issuable upon exercise of dilutive stock options and restricted stock awards |
|
|
432 |
|
|
|
63 |
|
|
|
|
Weighted average common shares outstanding and common share equivalents used in diluted EPS |
|
|
46,330 |
|
|
|
45,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.85 |
|
|
$ |
1.70 |
|
Diluted |
|
|
0.85 |
|
|
|
1.69 |
|
|
The following table sets forth the number of potential common shares that have been
excluded from the computation of diluted earnings per share for the indicated period due to their
anti-dilutive nature.
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
2009 |
|
Three months ended September 30 |
|
|
1,531,675 |
|
|
|
1,244,410 |
|
Nine months ended September 30 |
|
|
1,519,175 |
|
|
|
2,287,620 |
|
|
Income taxes are recognized for the amount of taxes payable or refundable for the current year
and deferred tax liabilities and assets for the future tax consequences of events that have been
recognized in our consolidated financial statements or tax returns. The effects of income taxes are
measured based on enacted tax laws and rates.
As of September 30, 2010 and December 31, 2009, we had $44.5 million, including acquisition
accounting adjustments, and $40.1 million, respectively, of gross unrecognized tax benefits. As of
September 30, 2010, if such benefits were to be recognized, approximately $40.6 million would be
recorded as a component of income tax expense, thereby affecting our effective tax rate.
We, or one of our subsidiaries, file income tax returns with the United States Internal
Revenue Service, as well as various state and foreign authorities. The following table summarizes,
by major jurisdiction, tax years that remain subject to examination and years for which
examinations are currently in progress:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Examination in |
Jurisdiction |
|
Open tax year |
|
progress |
|
|
|
|
|
|
|
|
|
|
United States |
|
|
|
|
|
|
|
|
Federal |
|
|
2007 2009 |
|
|
|
N/A |
|
State |
|
|
2005 2009 |
|
|
|
2004 & 2006 2008 |
|
Canada (1) |
|
|
2005 2007 |
|
|
|
2008 2009 |
|
Germany (1) |
|
|
2007 2009 |
|
|
|
2003 2009 |
|
France |
|
|
2006 2009 |
|
|
|
N/A |
|
United Kingdom |
|
|
2006 2009 |
|
|
|
N/A |
|
Philippines |
|
|
N/A |
|
|
|
2007 2009 |
|
|
(1) includes provincial or similar local jurisdictions, as applicable
The amount of income taxes we pay is subject to ongoing audits by federal, state and
foreign tax authorities, which often result in proposed assessments. Management performs a
comprehensive review of its global tax positions on a quarterly basis and accrues amounts for
uncertain tax positions. Based on these reviews and the result of discussions and resolutions of
matters with certain tax authorities and the closure of tax years subject to tax audit, reserves
are adjusted as necessary. However, future results may include favorable or unfavorable adjustments
to our estimated tax liabilities in the period the assessments are determined or resolved or as
such statutes are closed. Due to potential for resolution of federal, state, and foreign
examinations, and the expiration of various statutes of limitation, it is reasonably possible our
gross unrecognized tax benefits balance may be reduced within the next twelve months by as much as
$16.2 million. Substantially all of this relates to tax positions taken in Germany and the United
Kingdom.
GLATFELTER
-8-
We recognize interest and penalties related to uncertain tax positions as income tax expense.
Interest expense recognized in the third quarter of 2010 totaled $0.2 million and $0.1 million in
the third quarter of 2009. The comparable amounts for the first nine months of 2010 and 2009 were
$0.7 million and $0.7 million, respectively. As of September 30, 2010, accrued interest payable was
$4.9 million, including acquisition accounting adjustments, and as of December 31, 2009, accrued
interest payable was $3.8 million. We did not record any penalties associated with uncertain tax
positions during the first nine months of 2010 or 2009.
Cellulosic Biofuel Production Credit In March 2010, our application to be registered as a
cellulosic biofuel producer was approved by the Internal Revenue Service. The U.S. Internal Revenue
Code provides a non refundable tax credit equal to $1.01 per gallon for taxpayers that produce
cellulosic biofuel. In a memorandum dated June 28, 2010, the Internal Revenue Service issued
guidance concluding that black liquor sold or used before January 1, 2010, qualifies for the
cellulosic biofuel producer credit (CBPC) and no further certification of eligibility was needed.
In connection with the filing of our 2009 income tax return, we claimed $23.1 million, net of
taxes, of CBPC, and as a result we expect to receive $14.8 million of a cash tax refund during the
fourth quarter. The CBPC claimed is attributable to black liquor produced and burned from January
1, 2009 through February 20, 2009, the date we began mixing black liquor and diesel fuel to qualify
for alternative fuel mixture credits.
8. |
|
STOCK-BASED COMPENSATION |
The P. H. Glatfelter Amended and Restated Long Term Incentive Plan (the LTIP) provides for
the issuance of up to 5,500,000 shares of Glatfelter common stock to eligible participants in the
form of restricted stock units, restricted stock awards, non-qualified stock options, performance
shares, incentive stock options and performance units.
Restricted Stock Units (RSU) Awards of RSUs are made under our LTIP. The RSUs vest based
solely on the passage of time on a graded scale over a three, four, and five-year period. The
following table summarizes RSU activity during the first nine months of the indicated periods:
|
|
|
|
|
|
|
|
|
Units |
|
2010 |
|
2009 |
|
Beginning balance |
|
|
564,037 |
|
|
|
486,988 |
|
Granted |
|
|
202,589 |
|
|
|
205,360 |
|
Forfeited |
|
|
(19,953 |
) |
|
|
(6,000 |
) |
Restriction lapsed/shares delivered |
|
|
(31,323 |
) |
|
|
(5,747 |
) |
|
|
|
Ending balance |
|
|
715,350 |
|
|
|
680,601 |
|
|
The following table sets forth RSU compensation expense for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
September 30 |
In thousands |
|
2010 |
|
2009 |
|
Three months ended |
|
$ |
436 |
|
|
$ |
448 |
|
Nine months ended |
|
|
1,274 |
|
|
|
1,175 |
|
|
GLATFELTER
-9-
Stock Only Stock Appreciation Rights (SOSARs) Under terms of the SOSAR, the recipients
receive the right to a payment in the form of shares of common stock equal to the difference, if
any, in the fair market value of one share of common stock at the time of exercising the SOSAR and
the strike price. The SOSARs vest ratably over a three year period and have a term of ten years.
The following table sets forth information related to outstanding SOSARS.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
Wtd Avg |
|
|
|
|
|
|
Wtd Avg |
|
|
|
|
|
|
|
Exercise |
|
|
|
|
|
|
Exercise |
|
SOSARS |
|
Shares |
|
|
Price |
|
|
Shares |
|
|
Price |
|
|
Outstanding at Jan. 1, |
|
|
1,762,020 |
|
|
$ |
11.84 |
|
|
|
718,810 |
|
|
$ |
14.63 |
|
Granted |
|
|
455,050 |
|
|
|
13.81 |
|
|
|
1,043,210 |
|
|
|
9.91 |
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canceled/forfeited |
|
|
(64,420 |
) |
|
|
11.71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at Sept 30, |
|
|
2,152,650 |
|
|
$ |
13.04 |
|
|
|
1,762,020 |
|
|
$ |
11.84 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SOSAR Grants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average grant date fair value per share |
|
$ |
4.67 |
|
|
|
|
|
|
$ |
2.83 |
|
|
|
|
|
Aggregate grant date fair value
(in thousands) |
|
$ |
2,117 |
|
|
|
|
|
|
$ |
2,957 |
|
|
|
|
|
Black-Scholes Assumptions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend yield |
|
|
2.60 |
% |
|
|
|
|
|
|
3.63 |
% |
|
|
|
|
Risk free rate of return |
|
|
2.51 |
|
|
|
|
|
|
|
2.26 |
|
|
|
|
|
Volatility |
|
|
42.32 |
|
|
|
|
|
|
|
40.59 |
|
|
|
|
|
Expected life |
|
6 yrs |
|
|
|
|
|
|
6 yrs |
|
|
|
|
|
|
The following table sets forth SOSAR compensation expense for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
September 30 |
In thousands |
|
2010 |
|
2009 |
|
Three months ended |
|
$ |
486 |
|
|
$ |
596 |
|
Nine months ended |
|
|
1,671 |
|
|
|
1,293 |
|
|
9. |
|
RETIREMENT PLANS AND OTHER POST-RETIREMENT BENEFITS |
The following table provides information with respect to the net periodic costs of our pension
and post retirement medical benefit plans.
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
September 30 |
In thousands |
|
2010 |
|
2009 |
|
Pension Benefits |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2,415 |
|
|
$ |
2,158 |
|
Interest cost |
|
|
5,897 |
|
|
|
5,861 |
|
Expected return on plan assets |
|
|
(10,046 |
) |
|
|
(9,884 |
) |
Amortization of prior service cost |
|
|
614 |
|
|
|
537 |
|
Amortization of unrecognized loss |
|
|
3,314 |
|
|
|
3,186 |
|
|
|
|
Net periodic benefit cost |
|
$ |
2,194 |
|
|
$ |
1,858 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Benefits |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
730 |
|
|
$ |
654 |
|
Interest cost |
|
|
843 |
|
|
|
878 |
|
Expected return on plan assets |
|
|
(134 |
) |
|
|
(122 |
) |
Amortization of prior service cost |
|
|
(305 |
) |
|
|
(308 |
) |
Amortization of unrecognized loss |
|
|
385 |
|
|
|
519 |
|
|
|
|
Net periodic benefit cost |
|
$ |
1,519 |
|
|
$ |
1,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
September 30 |
In thousands |
|
2010 |
|
2009 |
|
Pension Benefits |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
7,108 |
|
|
$ |
6,475 |
|
Interest cost |
|
|
17,950 |
|
|
|
17,582 |
|
Expected return on plan assets |
|
|
(30,190 |
) |
|
|
(29,663 |
) |
Amortization of prior service cost |
|
|
1,845 |
|
|
|
1,610 |
|
Amortization of unrecognized loss |
|
|
10,218 |
|
|
|
9,559 |
|
|
|
|
Net periodic benefit cost |
|
$ |
6,931 |
|
|
$ |
5,563 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Benefits |
|
|
|
|
|
|
|
|
Service cost |
|
$ |
2,189 |
|
|
$ |
1,963 |
|
Interest cost |
|
|
2,528 |
|
|
|
2,634 |
|
Expected return on plan assets |
|
|
(403 |
) |
|
|
(365 |
) |
Amortization of prior service cost |
|
|
(917 |
) |
|
|
(925 |
) |
Amortization of unrecognized loss |
|
|
1,154 |
|
|
|
1,556 |
|
|
|
|
Net periodic benefit cost |
|
$ |
4,551 |
|
|
$ |
4,863 |
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
Dec. 31, |
In millions |
|
2010 |
|
2009 |
|
Pension Plan Assets |
|
|
|
|
|
|
|
|
Fair value of plan assets at end of period |
|
$ |
499.1 |
|
|
$ |
485.7 |
|
|
GLATFELTER
-10-
The following table sets forth comprehensive income and its components:
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
September 30 |
|
In thousands |
|
2010 |
|
|
2009 |
|
|
Net income |
|
$ |
39,437 |
|
|
$ |
45,994 |
|
Foreign currency translation adjustments |
|
|
22,887 |
|
|
|
7,892 |
|
Amortization of unrecognized retirement obligations, net of tax |
|
|
2,409 |
|
|
|
2,465 |
|
|
|
|
Comprehensive income |
|
$ |
64,733 |
|
|
$ |
56,351 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
September 30 |
|
In thousands |
|
2010 |
|
|
2009 |
|
|
Net income |
|
$ |
39,166 |
|
|
$ |
77,402 |
|
Foreign currency translation adjustments |
|
|
(11,922 |
) |
|
|
15,945 |
|
Amortization of unrecognized retirement obligations, net of tax |
|
|
7,496 |
|
|
|
7,077 |
|
|
|
|
Comprehensive income |
|
$ |
34,740 |
|
|
$ |
100,424 |
|
|
Inventories, net of reserves, were as follows:
|
|
|
|
|
|
|
|
|
|
|
Sept. 30, |
|
Dec. 31, |
In thousands |
|
2010 |
|
2009 |
|
Raw materials |
|
$ |
54,417 |
|
|
$ |
44,150 |
|
In-process and finished |
|
|
86,460 |
|
|
|
78,340 |
|
Supplies |
|
|
52,931 |
|
|
|
45,880 |
|
|
|
|
Total |
|
$ |
193,808 |
|
|
$ |
168,370 |
|
|
Long-term debt is summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
Sept. 30, |
|
Dec. 31, |
In thousands |
|
2010 |
|
2009 |
|
Revolving credit facility, due April 2011 |
|
|
n/a |
|
|
$ |
|
|
Revolving credit facility, due May 2014 |
|
$ |
|
|
|
|
|
|
Term Loan, due April 2011 |
|
|
|
|
|
|
14,000 |
|
7⅛% Notes, due May 2016 |
|
|
200,000 |
|
|
|
200,000 |
|
7⅛% Notes, due May 2016 - net of original issue discount |
|
|
95,363 |
|
|
|
|
|
Term Loan, due January 2013 |
|
|
36,695 |
|
|
|
36,695 |
|
|
|
|
Total long-term debt |
|
|
332,058 |
|
|
|
250,695 |
|
Less current portion |
|
|
|
|
|
|
(13,759 |
) |
|
|
|
Long-term debt, net of current portion |
|
$ |
332,058 |
|
|
$ |
236,936 |
|
|
On April 29, 2010, we entered into a new four-year, $225 million, multi-currency,
revolving credit agreement with a consortium of banks. The new agreement replaced and terminated
our revolving credit agreement due April 2011 and matures May 31, 2014.
For all US dollar denominated borrowings under the new agreement, the interest rate is either,
at our option, (a) the banks base rate plus an applicable margin (the base rate is the greater of
the banks prime rate, the
federal funds rate plus 50 basis points, or the daily LIBOR rate plus
100 basis points); or (b) daily LIBOR rate plus an applicable margin ranging from 175 basis points
to 275 basis points according to our corporate credit rating determined by S&P and Moodys. For
non-US dollar denominated borrowings, interest is based on (b) above.
The credit agreement contains a number of customary covenants for financings of this type
that, among other things, restrict our ability to dispose of or create liens on assets, incur
additional indebtedness, repay other indebtedness, limits certain intercompany financing
arrangements, make acquisitions and engage in mergers or consolidations. We are also required to
comply with specified financial tests and ratios, each as defined in the credit agreement,
including: i) maximum net debt to earnings before interest, taxes, depreciation and amortization
(EBITDA) ratio; and ii) a consolidated EBITDA to interest expense ratio. A breach of these
requirements would give rise to certain remedies under the credit agreement, among which are the
termination of the agreement and accelerated repayment of the outstanding borrowings plus accrued
and unpaid interest under the credit facility.
On April 28, 2006 we completed an offering of $200.0 million aggregate principal amount of our
7⅛% Senior Notes due 2016 (7⅛% Notes). Net proceeds from this offering totaled approximately
$196.4 million, after deducting the commissions and other fees and expenses relating to the
offering. The proceeds were primarily used to redeem $150.0 million aggregate principal amount of
our then outstanding 67/8% notes due July 2007, plus the payment of applicable redemption premium and
accrued interest.
On February 5, 2010, we issued an additional $100 million in aggregate principal amount of 7⅛%
Notes due 2016 (together with the April 28, 2006 offering, the Senior Notes). The notes were
issued at 95.0% of the principal amount. Net proceeds from this offering after deducting offering
fees and expenses, were used to fund, in part, the Concert acquisition. The original issue discount
is being accreted as a charge to income on the effective interest method.
Interest on the Senior Notes accrues at the rate of 7⅛% per annum and is payable semiannually
in arrears on May 1 and November 1.
The Senior Notes contain cross default provisions that could result in all such notes becoming
due and payable in the event of a failure to repay debt outstanding under the credit agreement at
maturity or a default under the credit agreement that accelerates the debt outstanding
GLATFELTER
-11-
thereunder.
As of September 30, 2010, we were not aware of any violations of our debt covenants.
In November 2007, we sold approximately 26,000 acres of timberland. In connection with that
transaction, we formed GPW Virginia Timberlands LLC (GPW Virginia) as an indirect, wholly owned
and bankruptcy-remote subsidiary of ours. GPW Virginia received as consideration for the timberland
sold in that transaction a $43.2 million, interest-bearing note that matures in 2027 from the
buyer, Glawson Investments Corp. (Glawson), a Georgia corporation, and GIC Investments LLC, a
Delaware limited liability company owned by Glawson. The Glawson note receivable is fully secured
by a letter of credit issued by The Royal Bank of Scotland plc. In January 2008, GPW Virginia
monetized the Glawson note receivable by entering into a $36.7 million term loan agreement (the
2008 Term Loan) with a financial institution. The 2008 Term Loan is secured by all of the assets
of GPW Virginia, including the Glawson note receivable, the related letter of credit and
additional notes with an aggregate principal amount of $9.2 million that we issued in favor of
GPW Virginia (the Company Note). The 2008 Term Loan bears interest at a six month reserve
adjusted LIBOR rate plus a margin rate of 1.20% per annum. Interest on the 2008 Term Loan is
payable semiannually. The principal amount of the 2008 Term Loan is due on January 15, 2013, but
GPW Virginia may prepay the 2008 Term Loan at any time, in whole or in part, without premium or
penalty. During the first nine months of 2010, GPW Virginia received aggregate interest income of
$0.8 million under the Glawson note receivable and the Company Note and, in turn, interest expense
of $0.5 million under the 2008 Term Loan.
Under terms of the above transaction, minimum credit ratings must be maintained by the letter
of credit issuing bank. An event of default is deemed to have occurred under the debt instrument
governing the Note Payable unless actions are taken to cure such default within 60 days from the
date such credit rating falls below the specified minimum. Potential remedial actions include: (i)
amending the terms of the applicable debt instrument; (ii) a replacement of the letter of credit
with an appropriately rated institution; or (iii) repaying the Note Payable.
P. H. Glatfelter Company guarantees debt obligations of all its subsidiaries. All such
obligations are recorded in these consolidated financial statements.
As of September 30, 2010 and December 31, 2009, we had $6.7 million and $5.7 million,
respectively, of letters of credit issued to us by certain financial institutions. Such letters of
credit reduce amounts available under our revolving credit facility. The letters of credit
outstanding as of September 30, 2010, primarily
provide financial assurances for the benefit of
certain state workers compensation insurance agencies in conjunction with our self-insurance
program. We bear the credit risk on this amount to the extent that we do not comply with the
provisions of certain agreements. No amounts are outstanding under the letters of credit.
13. |
|
ASSET RETIREMENT OBLIGATION |
During 2008, we recorded $11.5 million, net present value, of asset retirement obligations
related to the legal requirement to close several lagoons at the Spring Grove, PA facility.
Historically, lagoons were used to dispose of residual waste material. Closure of the lagoons will
be accomplished by filling the lagoons, installing a non-permeable liner which will be covered with
soil to construct the required cap over the lagoons. The amount referred to above, in addition to
an upward revision in the fourth quarter of 2009, was accrued with a corresponding increase in the
carrying value of the property, equipment and timberlands caption on the consolidated balance
sheet. The amount capitalized is being depreciated as a charge to operations on the straight-line
basis in relation to the expected closure period. Following is a summary of activity recorded
during the first nine months of 2010 and 2009:
|
|
|
|
|
|
|
|
|
In thousands |
|
2010 |
|
2009 |
|
Balance at January 1, |
|
$ |
11,292 |
|
|
$ |
11,606 |
|
Accretion |
|
|
457 |
|
|
|
472 |
|
Payments |
|
|
(1,008 |
) |
|
|
(1,697 |
) |
|
|
|
Balance at September 30, |
|
$ |
10,741 |
|
|
$ |
10,381 |
|
|
Of the total liability at September 30, 2010, $1.5 million is recorded in the
accompanying consolidated balance sheet, under the caption Other current liabilities and $9.2
million is recorded under the caption Other long-term liabilities.
14. |
|
FAIR VALUE OF FINANCIAL INSTRUMENTS AND FINANCIAL DERIVATIVES |
The amounts reported on the condensed consolidated balance sheets for cash and cash
equivalents, accounts receivable and short-term debt approximate fair value. The following table
sets forth carrying value and fair value of long-term debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, 2010 |
|
|
|
December 31, 2009 |
|
|
|
Carrying |
|
|
Fair |
|
|
|
Carrying |
|
|
Fair |
|
In thousands |
|
Value |
|
|
Value |
|
|
|
Value |
|
|
Value |
|
|
|
|
|
|
|
Fixed-rate bonds |
|
$ |
295,363 |
|
|
$ |
300,250 |
|
|
|
$ |
200,000 |
|
|
$ |
196,750 |
|
Variable rate debt |
|
|
36,695 |
|
|
|
38,525 |
|
|
|
|
50,695 |
|
|
|
51,209 |
|
|
|
|
|
|
|
Total |
|
$ |
332,058 |
|
|
$ |
338,775 |
|
|
|
$ |
250,695 |
|
|
$ |
247,959 |
|
|
|
|
|
As of September 30, 2010, we had $300.0 million of 7⅛% fixed rate debt, $100.0 million of
which is recorded
GLATFELTER
-12-
net of unamortized original issue discount. This fixed rate debt is publicly
registered, but is thinly traded, and therefore, market
prices are not readily available. Accordingly, the values set forth above are based on debt
instruments with similar characteristics, or Level 2. The fair value of the remaining debt
instruments was estimated using discounted cash flow models based on interest rates obtained from
readily available, independent sources, or Level 3.
As part of our overall risk management practices, we enter into foreign exchange forward
contracts primarily designed to mitigate the impact changes in currency exchange rates have on
intercompany financing transactions. All such contracts are not designated as hedges for financial
accounting purposes and, accordingly, changes in value of the foreign exchange forward contract and
the offsetting underlying intercompany transactions are reflected in the accompanying statement of
operations under the caption Other net. The fair values of the foreign exchange forward
contracts are considered to be Level 2 and are recorded in the accompanying consolidated balance
sheet under the caption Prepaid and other current assets and Other current liabilities.
As of September 30, 2010, we had the following outstanding foreign exchange forward contracts,
all of which have original maturities of one month and mature on October 29, 2010:
|
|
|
|
|
In millions |
|
Notional |
|
Sell euro for US dollar |
|
|
62.0 |
|
Buy euro for US dollar |
|
|
1.1 |
|
Buy euro for Bristish pound |
|
|
4.5 |
|
Sell GBP for US dollar |
|
£ |
2.3 |
|
Sell Canadian dollar for US dollar |
|
C$ |
6.0 |
|
Sell Philippine peso for US dollar |
|
PHP |
247.0 |
|
|
The
net fair value of the contracts set forth above was a liability of $0.9 million at September 30, 2010.
15. |
|
COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS |
Fox River Neenah, Wisconsin
Background We have significant uncertainties associated with environmental claims arising out
of the presence of polychlorinated biphenyls (PCBs) in sediments in the lower Fox River and in
the Bay of Green Bay Wisconsin (Site). As part of the 1979 acquisition of the Bergstrom Paper
Company we acquired a facility located at the Site (the Neenah Facility). In part, the Neenah
Facility used wastepaper as a source of fiber. At no time did the Neenah Facility utilize PCBs in
the pulp and paper making process, but discharges to the lower
Fox River from the Neenah Facility
which may have contained PCBs from wastepaper may have occurred from 1954 to the late 1970s. Any
PCBs that our Neenah Facility discharged into the lower Fox River resulted from the presence of
PCBs in NCR®-brand carbonless copy paper in the wastepaper that was recycled at the Neenah
Facility. We closed the Neenah Facility in June 2006.
The United States, the State of Wisconsin and various state and federal governmental agencies
(collectively, the Governments), as well as private parties, have found PCBs in sediments in the
bed of the Fox River, apparently from a number of sources at municipal and industrial facilities
along the upstream and downstream portions of the Site. The Governments have identified
manufacturing and recycling of NCR®-brand carbonless copy paper as the principal source of that
contamination.
The United States Environmental Protection Agency (EPA) has divided the lower Fox River and
the Bay of Green Bay site into five operable units numbered from the most upstream (OU1) to the
most downstream (OU5). OU1 is the reach from primarily Lake Winnebago to the dam at Appleton, and
is comprised of Little Lake Butte des Morts. Our Neenah Facility discharged its wastewater into
OU1. OU2 extends from the dam at Appleton to the dam at Little Rapids, OU3 from the dam at Little
Rapids to the dam at De Pere, OU4 from the dam at De Pere to the mouth of the river, and OU5 from
the mouth into the lower portion of Green Bay. The river extends 39 miles from the upstream end of
OU1 to the downstream end of OU4.
Our liabilities, if any, for this contamination primarily arise under the federal
Comprehensive Environmental, Response, Compensation and Liability Act (CERCLA or Superfund).
The Governments have sought to recover response actions or response costs, which are the costs
of studying and cleaning up contamination, from various responsible parties. In addition, various
natural resource trustee agencies of the United States, the States of Wisconsin and Michigan, and
several Indian Tribes (the Natural Resources Trustees or Trustees) have sought to recover
natural resource damages (NRDs),
including natural resource damage assessment costs. Parties that have incurred response costs
or NRDs either voluntarily or in response to the governments and Trustees demands may have an
opportunity to seek contribution or other recovery of some or all of those costs from other parties
who are jointly and severally responsible under Superfund for those costs. Therefore, as we incur
costs, we also acquire a claim against other parties who may not have paid their equitable share of
those costs. As others incur costs, they acquire a claim against us to the extent that they claim
that we have not paid our equitable share of the total. Any party that resolves its liability to
the United States or a
GLATFELTER
-13-
state in a judicially or administratively approved settlement agreement
obtains protection from contribution claims for matters addressed in the settlement.
For these reasons, all of the parties who are potentially responsible (PRPs) under CERCLA
for response costs or NRDs have exposure to liability for: (a) the cost of past response actions
taken by anyone else, (b) the cost of past NRD payments or restoration projects incurred by anyone
else, (c) the cost of response actions to be taken in the future, and (d) NRDs. All of this
exposure is subject to substantial defenses, including, for example, that the PRP is not liable or
not jointly and severally liable for any particular cost or damage, that the cost or damage is not
recoverable under CERCLA or any other law, or that the recovery is barred by the passage of time.
In addition, a party that has incurred or committed to incur costs or has paid NRDs may be able to
claim credit for that cost or payment in any equitable allocation of response costs or NRDs in any
action for reallocation of costs.
As is discussed more fully below in this Note 15, the current state of our exposure to
liability for contamination at the Site is as follows:
(a) EPA has ordered us and other parties, including Appleton Papers Inc. (API) and NCR
Corporation (NCR) to implement the remedy in OU2-5;
(b) a federal district court has ruled that neither API nor NCR may recover in contribution
from either us or any other of the paper recyclers ordered by EPA to clean up the Site any costs of
response or any NRDs that either of them incur or pay in connection with the Site; NCR and API have
stated their intention to appeal this ruling;
(c) we have completed the remedy in OU1 in conjunction with WTM I Company (WTM I) and with
some financial contribution from Menasha Corporation (Menasha) and API/NCR; we have also made
payments toward NRDs and other costs of response at the site;
(d) the same federal district court is currently considering whether we and WTM I have a right
to recover those response costs and payments of NRDs described in subsection (c) above from NCR and
API; and
(e) the United States and the State of Wisconsin have commenced a lawsuit against us and
eleven other parties in federal district court seeking to recover from each of the defendants,
jointly and severally, all of the governments past costs of response, a declaration as to
liability for all of the governments future costs of response, and compensation for natural
resource damages, as well as injunctive relief to require remedial action with respect to Operable
Units 2-5 as called for by the order referred to in subsection (a) above.
Cleanup Decisions. Our liability exposure depends importantly on the decisions made by EPA and
the
Wisconsin Department of Natural Resources (WDNR) as to how the Site will be cleaned up and
consequently the costs and timing of those response actions. The nature of the response actions has
been highly controversial. EPA issued a record of decision (ROD) selecting response actions for
OU1 and OU2 in December 2002. EPA issued a separate ROD selecting response actions for OU3, OU4,
and OU5 in March 2004 and in June 2007.
EPA amended the RODs for OUs 2-5 in June 2007 to require less dredging and more capping and
covering of sediments containing PCBs. The governments have concluded that these methods will
result in a reduction in the costs for this portion of the cleanup. Others disagree. Likewise, in
June 2008, EPA also amended the ROD for OU1.
The governments lawsuit may allow for litigation over the selection of the remedy. If that
issue were to be litigated, and if we were to be successful in modifying the remedy, our exposure
could be reduced materially.
NRD Assessment. The Natural Resources Trustees have engaged in work to assess NRDs at and
arising from the Site. The United States and the State of Wisconsin allege in their lawsuit that
various documents prepared by the Trustees taken together constitute a required NRD Assessment
under the regulations. We disagree. The Trustees 2009 estimate of NRDs and associated costs ranges
from $287 million to $423 million, some of which has already been satisfied. With specific respect
to NRD claims, we and others contended that the Trustees claims are barred or otherwise defendable
on a number of legal bases including that the applicable three year statute of limitations has
expired.
Past Costs Demand. By letter dated January 15, 2009, EPA demanded that we and six other
parties reimburse EPA for approximately $17.6 million in costs that EPA claims it incurred as
necessary costs of response not subject to any other agreement in this matter. In response, we and
the other parties which were contacted notified the EPA that the supporting documentation provided
by EPA did not allow us fully to evaluate this demand and we requested that the EPA provide
additional supporting information for the claimed costs. EPA has not yet responded to this request.
The governments allege in their lawsuit that the United States has incurred more than $16.5 million
in unreimbursed response costs for the Site and that the State of Wisconsin has incurred certain
other, unspecified, unreimbursed responses costs. Accordingly we are unable to estimate reasonably
our potential liability for these costs.
Work Under Agreements, Orders, and Decrees. As we mention above, our exposure to liability
depends on the amount of work done, costs incurred, and damages
GLATFELTER
-14-
paid both by us and by others. The
procedural context of any work done, costs incurred, and damages paid also impact our ultimate
exposure.
Since 1991, the governments and various groups of potentially responsible parties, including
us, have entered into a series of agreements, orders, and decrees under which we and others have
performed work, incurred costs, or paid damages in connection with the Site. As a result, some
parties have contributed or performed substantial work at the Site and at least one party, Fort
Howard Corporation (whose successor is either the Fort James Operating Company or Georgia Pacific
Corporation) has resolved its NRD liability at the Site.
Notably, in April 2004, the United States District Court for the Eastern District of Wisconsin
entered a consent decree (OU1 Consent Decree) in United States v. P.H. Glatfelter Co., No.
2:03-cv-949, under which we and WTM I Corp. have been implementing the remedy in OU1. We have
divided costs evenly, but have received a $7 million contribution from Menasha Corp. and a $10
million contribution that the United States taken from a separate settlement in United States v.
Appleton Papers Inc., No. 2:01-cv-816, that obligated NCR and Appleton Papers to contribute to
certain NRD projects. In June 2008, the parties entered into an amendment to the OU1 Consent Decree
(Amended OU1 Consent Decree). This amendment allowed for implementation of the amended remedy for
OU1 and committed us and WTM I to implement that remedy without a cost limitation on that
commitment. We and WTM I have substantially completed the amended remedy for OU1 other than
monitoring and maintenance.
Further, in November 2007, EPA issued an administrative order for remedial action (UAO) to
Appleton Papers Inc., CBC Coating, Inc. (formerly known as Riverside Paper Corporation),
Georgia-Pacific Consumer Products, L.P. (formerly known as Fort James Operating Company), Menasha
Corporation, NCR Corporation, us, U.S. Paper Mills Corp., and WTM I Company directing those
respondents to implement the amended remedy in OU2-5. Shortly following issuance of the UAO,
Appleton Papers Inc. and NCR Corp. commenced litigation against us and others, as described below.
Accordingly, we have no vehicle for complying with the UAOs overall requirements other than
answering a judgment in the litigation, and we have so informed EPA. However, in February 2009, the
EPA sent a demand to each of the respondents on the UAO other than WTM I seeking payment of the
governments oversight costs under the UAO for the period from November 2007 through August 2008.
In February 2009, we notified the EPA that we believed that its demand could prove distracting to
litigation commenced by Appleton Papers and NCR against the other UAO
respondents. In order to
remove this distraction, and in the spirit of cooperation, we stated that we would satisfy the
EPAs demand, an amount which was insignificant, in full. We paid this amount. Others have
satisfied subsequent, insignificant demands by EPA for oversight costs.
Cost estimates. Estimates of the Site remediation change over time as we, or others, gain
additional data and experience at the Site. In addition, disagreement exists over the likely costs
for some of this work. On February 26, 2010, EPA issued an explanation of Significant
Differencesa document explaining changes to a remedy (ESD), including changes in cost, that are
significant but which do not require the issuance of a new Record of Decision. In that ESD, EPA
estimated the cost for the OU 2-5 remedy to be $701 million. EPA estimates costs as a range, in
this case from $491 million to $1.05 billion. This estimate is slightly different than, but not
inconsistent with, an estimate of the total cost for remediation of the Site that the Governments
prepared for purposes of justifying a recent de minimis settlement with certain parties whose
liability at the Site the United States and the Governments believe to be insignificant. That
settlement was approved by the federal court in Green Bay on December 16, 2009. In their brief in
support of that settlement, the Governments estimated the total past costs incurred at the Site
including the OU1 project to be $200 million. In addition, they estimated the cost of
implementing the remedy set forth in the amended ROD for OU2-5 (the downstream portions of the
Site) to total between $600 million and $700 million exclusive of amounts already spent. For
purposes of the settlement, the Governments took the high end of that range and applied a 50%
contingency to arrive at a cost estimate for future cleanup work of $1.05 billion. Based upon
independent estimates commissioned by various potentially responsible parties, we have no reason to
disagree
with the Governments assertion that future costs to implement the amended remedy for OU2-5
are likely to fall between $700 million and $1.05 billion.
NRDs. The Trustees have claimed that we are jointly and severally responsible for NRDs with a
value between $176 million and $333 million. In their recently filed brief, they further claim that
this range should be inflated to 2009 dollars and then certain unreimbursed past assessment costs
should be added, so that the range of their claim would be $287 million to $423 million. We deny
(a) liability for most of these NRDs, (b) that if anyone is liable, that we are jointly and
severally liable for the full amount; and (c) that the Trustees can pursue this claim at this late
date as the limitations period for NRD claims is three years from discovery.
Allocation. Since 1991, various potentially responsible parties have, without success,
attempted to
GLATFELTER
-15-
agree on a binding, final, allocation of costs and damages among themselves. All costs
that they have incurred to date have been incurred individually, or under interim, nonbinding
allocations. However, the consent decree in United States v. P. H. Glatfelter Co. affords us and
WTM I contribution protection for claims seeking to reallocate costs of implementing the OU1
remedy, and Fort James Operating Co. (now Georgia-Pacific) has certain rights under its consent
decree. Otherwise, the parties have not litigated their internal allocation with us except as
described below.
NCR and Appleton Papers Inc. commenced litigation in the United States District Court for the
Eastern District of Wisconsin captioned Appleton Papers Inc. v. George A. Whiting Paper Co., No.
2:08-cv-16, seeking to reallocate costs and damages allegedly incurred or paid or to be incurred or
paid by NCR or Appleton Papers (the Whiting Litigation). They have to date joined a number of
defendants, dismissed some of those, filed a parallel action, and consolidated the two cases. At
present, the case involves allocation claims among the two plaintiffs and 28 defendants: us, George
A. Whiting Paper Co., Menasha Corporation, Green Bay Packaging Inc., International Paper Company,
Leicht Transfer & Storage Company, Neenah Foundry Company, Newpage Wisconsin System Inc., The
Procter & Gamble Paper Products Company, Wisconsin Public Service Corp., the Cities of Appleton, De
Pere, and Green Bay, Brown County, Green Bay Metropolitan Sewerage District, Heart of the Valley
Metropolitan Sewerage District, Neenah-Menasha Sewerage Commission, WTM I Company, U.S. Paper Mills
Corporation, Georgia-Pacific Consumer Products LP, Georgia-Pacific LLC, Fort James Operating
Company, CBC Coating Company, Inc., Fort James Corporation, Kimberly-Clark Corporation, LaFarge
North America Inc., Union Pacific Railroad Company, and the United States Army Corps of Engineers.
As the result of certain third-party claims, federal agencies other than the Corps of Engineers are
also involved in this allocation.
On December 16, 2009, the Court granted motions for summary judgment in our favor on the
contribution claims brought by NCR and Appleton Papers Inc. in the Whiting litigation. The Court
held that neither NCR nor Appleton Papers may seek contribution from us or other recyclers under
CERCLA. The Court made no ruling as to any other allocation, the liability of NCR or Appleton
Papers to us for costs we have incurred, or our liability to the governments or Trustees. NCR and
Appleton Papers have stated their intention to appeal but an appeal is not yet timely because the
Court has not entered a final judgment.
As described above, we have counterclaims against NCR and Appleton Papers Inc. to recover the
costs we have incurred and may later incur and the damages we
have paid and may later pay in
connection with the Fox River site. Other defendants have similar claims. On January 20, 2010, the
Court issued an order inviting submissions from the parties as to whether the counterclaims of the
defendants, as well as certain additional claims, could be resolved without a trial within
approximately six months. On April 3, 2010, we and others, including NCR and Appleton Papers Inc.,
filed separate motions for summary judgment on the counterclaims of the defendants. In the
aggregate, the defendants motions seek a declaration that NCR and Appleton Papers, Inc. are liable
to them for any future costs defendants may come to pay and seek recovery of just less than $210
million in past costs, plus interest on some of the recovery. Our summary judgment motion sought
recovery of $58.6 million in past costs and the declaration. The Court has not yet ruled on any of
the separate motions for summary judgment on the counterclaims of the defendants.
As noted above, on December 16, 2009, the Court approved a de minimis party consent decree
(Consent Decree) settlement among the United States, the State of Wisconsin, and eleven
defendants resolving those defendants liability for this site. The eleven settling defendants are:
George A. Whiting Paper Co.; Green Bay Metropolitan Sewerage District; Green Bay Packaging, Inc.;
Heart of the Valley Metropolitan Sewerage District; International Paper Co.; LaFarge North America
Inc.; Leicht Transfer and Storage Co.; Neenah Foundry Co.; Procter & Gamble Paper Products Co.;
Union Pacific Railroad Co.; and Wisconsin Public Service Corp. (collectively, the Eleven Settling
Defendants). The Consent Decree reflects the conclusion by the United States and the State of
Wisconsin that each of the Eleven Settling Defendants qualifies for treatment as a de minimis party
under CERCLA. The Consent Decree requires the Settling Defendants to make a collective payment of
$1,875,000. Those Eleven Settling Defendants have moved for judgment in the Whiting Litigation
based upon the protections in the Consent Decree. In addition, the Governments on September 25,
2009, lodged a separate consent decree in the same case that would, if entered, resolve the
liabilities of the City of De Pere. Under that consent decree, the City of De Pere would pay
$210,000 to resolve its liability at the Site. That Consent Decree has since been approved and
entered. API and NCR have appealed those two Consent Decrees to the Court of Appeals for the
Seventh Circuit at Docket No. 10-2480.
We contend that we are not jointly and severally liable for costs or damages arising from the
presence of PCBs downstream of OU1. In addition, we contend that NCR or other sources of NCR®-brand
carbonless copy paper that our Neenah Mill recycled bear most of the
GLATFELTER
-16-
responsibility for costs and
damages arising from the presence of PCBs in OU1.
Other Litigation. On October 14, 2010, the United States and the State of Wisconsin filed an
action in the United States District Court for the Eastern District of Wisconsin captioned United
States v. NCR Corp., No. 1:10-cv-910-WCG (the Government Action), against twelve parties,
including us. The Government Action seeks to recover from each of the defendants, jointly and
severally, all of the governments past costs of response, a declaration as to liability for all of
the governments future costs of response, and compensation for natural resource damages, as well
as injunctive relief to require remedial action with respect to Operable Units 2-5. Although we
have not filed our answer to the Government Action and are in the process of reviewing the
Government Action, we continue to believe that we have substantial defenses to the claims included
in the Government Action, as well as claims for contribution and counterclaims against other
parties including the United States.
Simultaneously with their filing of the Government Action, the United States and Wisconsin
provided notice of a proposed settlement of their claims against one of the defendants,
Georgia-Pacific Consumer Products LP. The terms of this proposed settlement were set forth in a
proposed consent decree. The United States will not move for entry of the consent decree until it
has published the proposed consent decree and received public comments on the proposed consent
decree. If the United States were to move for entry of the consent decree and were the court to
enter the decree as a judgment, that settlement would limit the Companys ability, or any other
partys ability, to seek contribution from Georgia-Pacific in this matter. The proposed consent
decree calls for payment of $6 million plus interest to the Wisconsin Department of Natural
Resources and $1 million plus interest to the EPAs Hazardous Substance Response Superfund.
Payments made by Georgia-Pacific under that consent decree should offset the governments
recoveries against any other party dollar-for-dollar.
Reserves for the Fox River Site. As of September 30, 2010, our reserve for our claimed
liability at the Fox River, including our remediation and ongoing monitoring obligations at OU1,
our claimed liability for the remediation of OU2-5, our claimed liability for NRDs associated with
PCB contamination at the Site and all pending, threatened or asserted and unasserted claims against
us relating to PCB contamination at the Site totaled $17.0 million. No additional amounts were
accrued during 2010 or 2009. Of our total reserve for the Fox River, $0.6 million is recorded in
the accompanying consolidated balance sheets under the caption Environmental liabilities and the
remaining is recorded under the caption Other long term liabilities.
Under the OU1 Consent Decree which was signed in 2004, we contributed $27.0 million to past
and future costs and NRDs. Since the initial funding, we contributed an additional total of $15.5
million pursuant to various supplements or amendments to the OU1 Consent Decree. No payments were
required to be made since January 2009. WTM I has contributed parallel amounts. These funds were
placed into an escrow account from which we and WTM I pay for work on the project. As required by
the Amended Consent Decree, in a quarterly report submitted to EPA in November 2009, we and WTM I
concluded that the amounts in the escrow account would be sufficient to pay for the estimated cost
of the work at OU1, including operation, maintenance, and other post-construction expenses.
However, there can be no assurance that these amounts will in fact suffice. WTM I has filed a
bankruptcy petition in the Bankruptcy Court in Richmond. There can be no assurance should
additional amounts be required to complete the project that WTM I will be able to fulfill its
obligation to pay half the additional cost.
We believe that we have strong defenses to liability for remediation of OU2-5 including the
existence of ample data that indicate that PCBs did not leave OU1 in concentrations that could have
caused or contributed to the need for cleanup in OU2-5. Others, including the EPA and other PRPs,
disagree with us and, as a result, the EPA has issued a UAO to us and to others to perform the
OU2-5 work, and filed the Government Action seeking, in part, the same relief. NCR and Appleton
Papers commenced the Whiting Litigation and joined us and others as defendants, but did not
prevail. Additional claims are likely to be filed in the litigation associated with the remediation
of the Site.
Even if we are not successful in establishing that we are not liable for the remediation of
OU2-5, we do not believe that we would be allocated a significant percentage share of liability in
any equitable allocation of the remediation costs and other
potential damages associated with OU25. The accompanying consolidated financial statements do
not include reserves for defense costs for the Whiting Litigation, the Government Action, or any
future defense costs related to our involvement at the Fox River which could be significant.
In setting our reserve for the Fox River, we have assessed our legal defenses, including our
successful defenses to the allegations made in the Whiting Litigation, and assumed that we will not
bear the entire cost of remediation and damages to the exclusion of other known PRPs at the Site
who are also potentially jointly and severally liable. The existence and ability of other PRPs to
participate has also been taken into account in setting our reserve, and is generally based on our
evaluation of recent publicly available financial information on each PRP and
GLATFELTER
-17-
any known insurance,
indemnity or cost sharing agreements between PRPs and third parties. In addition, our assessment is
based upon the magnitude, nature, location and circumstances associated with the various discharges
of PCBs to the river and the relationship of those discharges to identified contamination. We will
continue to evaluate our exposure and the level of our reserves, including, but not limited to, our
potential share of the costs and NRDs, if any, associated with the Fox River site.
Other than with respect to the Amended OU1 Consent Decree, the amount and timing of future
expenditures for environmental compliance, cleanup, remediation and personal injury, NRDs and
property damage liabilities cannot be ascertained with any certainty due to, among other things,
the unknown extent and nature of any contamination, the response actions that may ultimately be
required, the availability of remediation equipment, and landfill space, and the number and
financial resources of any other PRPs.
Other Information. Based in part upon the Courts December 16, 2009 ruling and the Courts
January 10, 2010 order in the Whiting Litigation, we continue to believe that a volumetric
allocation would not constitute an equitable allocation of the potential liability for the
contamination at the Fox River. We contend that other factors, such as the location of
contamination, the location of discharge, and a partys role in causing discharge, must be
considered in order for the allocation to be equitable.
The Wisconsin DNR and FWS have each published studies, the latter in draft form, estimating
the amount of PCBs discharged by each identified PRPs facility to the lower Fox River and the Bay
of Green Bay. These reports estimate the Neenah Facilitys share of the volumetric discharge to be
as high as 27%. We do not believe the volumetric estimates used in these studies are accurate
because (a) the studies themselves disclose that they are not accurate and (b) the volumetric
estimates contained in the studies are based on assumptions that are unsupported by existing data
on the Site. We believe that the Neenah Facilitys volumetric contribution is significantly lower
than the estimates set forth in these studies.
We previously entered into interim cost-sharing agreements with four of the other PRPs, which
provided for those PRPs to share certain costs relating to scientific studies of PCBs discharged at
the Site (Interim Cost Sharing Agreements). These Interim Cost Sharing Agreements do not
establish the final allocation of remediation costs incurred at the Site. Based upon our evaluation
of the Courts December 16, 2009 ruling in the Whiting Litigation as well as the volume, nature and
location of the various discharges of PCBs at the Site and the relationship of those discharges to
identified
contamination, we believe our allocable share of liability at the Site is less than our
share of costs under the Interim Cost Sharing Agreements.
Range of Reasonably Possible Outcomes. Our analysis of the range of reasonably possible
outcomes is derived from all available information, including but not limited to official documents
such as RODs, discussions with the United States and other PRPs, as well as legal counsel and
engineering consultants. Based on our analysis of the current RODs and cost estimates for work to
be performed at the Site, we believe that it is reasonably possible that our costs associated with
the Fox River matter may exceed our cost estimates and the aggregate amounts accrued for the Fox
River matter by amounts that are insignificant or that could range up to $265 million over a period
that is currently undeterminable but that could range beyond 15 years. We believe that the
likelihood of an outcome in the upper end of the monetary range is significantly less than other
possible outcomes within the range and that the possibility of an outcome in excess of the upper
end of the monetary range is remote. The summary judgment in our favor in the Whiting Litigation,
if sustained on appeal, suggests that outcomes in the upper end of the monetary range have become
somewhat less probable, while increases in cost estimates for some of the work may militate in the
opposite direction.
Summary. Our current assessment is that we will be able to manage this environmental matter
without a long-term, material adverse impact on the Company. This matter could, however, at any
particular time or for any particular year or years, have a material adverse effect on our
consolidated financial position, liquidity and/or results of operations or could result in a
default under our loan covenants. Moreover, there can be no assurance that our reserves will be
adequate to provide for future obligations related to this matter, that our share of costs and/or
damages will not exceed our available
resources, or that such obligations will not have a long-term, material adverse effect on our
consolidated financial position, liquidity or results of operations. If we are not successful in
obtaining acknowledgment that the remedial work at OU1 has been substantially completed and/or
should a court grant the United States relief which requires us either to perform directly or to
contribute significant amounts towards remedial action at Operable Units 2-5 or to natural resource
damages, those developments could have a material adverse effect on our consolidated financial
position, liquidity and results of operations and might result in a default under our loan
covenants.
GLATFELTER
-18-
16. SEGMENT INFORMATION
The following table sets forth financial and other information by business unit for the
periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30 |
In millions |
|
Specialty Papers |
|
|
Composite Fibers |
|
|
Advanced Airlaid Materials |
|
|
Other and Unallocated |
|
|
Total |
|
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
217.3 |
|
|
|
$ |
211.6 |
|
|
$ |
103.7 |
|
|
|
$ |
100.7 |
|
|
$ |
58.0 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
379.1 |
|
|
|
$ |
312.4 |
|
Energy and related sales, net |
|
|
3.3 |
|
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3 |
|
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
220.6 |
|
|
|
|
213.8 |
|
|
|
103.7 |
|
|
|
|
100.7 |
|
|
|
58.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382.4 |
|
|
|
|
314.5 |
|
Cost of products sold |
|
|
184.3 |
|
|
|
|
178.1 |
|
|
|
85.6 |
|
|
|
|
85.7 |
|
|
|
54.9 |
|
|
|
|
|
|
|
|
1.8 |
|
|
|
|
(31.8 |
) |
|
|
326.7 |
|
|
|
|
232.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
36.3 |
|
|
|
|
35.7 |
|
|
|
18.2 |
|
|
|
|
15.0 |
|
|
|
3.1 |
|
|
|
|
|
|
|
|
(1.8 |
) |
|
|
|
31.8 |
|
|
|
55.7 |
|
|
|
|
82.5 |
|
SG&A |
|
|
13.4 |
|
|
|
|
14.9 |
|
|
|
8.5 |
|
|
|
|
9.2 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
4.1 |
|
|
|
|
5.3 |
|
|
|
27.8 |
|
|
|
|
29.3 |
|
Gains on dispositions of plant,
equipment and timberlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
22.9 |
|
|
|
|
20.8 |
|
|
|
9.7 |
|
|
|
|
5.8 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
(5.7 |
) |
|
|
|
26.5 |
|
|
|
28.1 |
|
|
|
|
53.2 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.6 |
) |
|
|
|
(4.0 |
) |
|
|
(6.6 |
) |
|
|
|
(4.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes |
|
$ |
22.9 |
|
|
|
$ |
20.8 |
|
|
$ |
9.7 |
|
|
|
$ |
5.8 |
|
|
$ |
1.2 |
|
|
|
$ |
|
|
|
$ |
(12.3 |
) |
|
|
$ |
22.5 |
|
|
$ |
21.5 |
|
|
|
$ |
49.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tons sold |
|
|
195.4 |
|
|
|
|
199.9 |
|
|
|
22.8 |
|
|
|
|
20.2 |
|
|
|
22.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240.3 |
|
|
|
|
220.1 |
|
Depreciation, depletion and
amortization |
|
$ |
8.9 |
|
|
|
$ |
10.6 |
|
|
$ |
5.7 |
|
|
|
$ |
6.1 |
|
|
$ |
2.0 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
16.6 |
|
|
|
$ |
16.8 |
|
Capital expenditures |
|
|
5.1 |
|
|
|
|
2.1 |
|
|
|
2.7 |
|
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.8 |
|
|
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30 |
In millions |
|
Specialty Papers |
|
|
Composite Fibers |
|
|
Advanced Airlaid Materials |
|
|
Other and Unallocated |
|
|
Total |
|
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
2010 |
|
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
633.8 |
|
|
|
$ |
595.6 |
|
|
$ |
307.2 |
|
|
|
$ |
287.3 |
|
|
$ |
138.1 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
1,079.2 |
|
|
|
$ |
882.9 |
|
Energy and related sales, net |
|
|
8.8 |
|
|
|
|
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.8 |
|
|
|
|
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
642.6 |
|
|
|
|
601.8 |
|
|
|
307.2 |
|
|
|
|
287.3 |
|
|
|
138.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,088.0 |
|
|
|
|
889.1 |
|
Cost of products sold |
|
|
560.9 |
|
|
|
|
528.2 |
|
|
|
255.8 |
|
|
|
|
246.1 |
|
|
|
130.4 |
|
|
|
|
|
|
|
|
5.6 |
|
|
|
|
(70.0 |
) |
|
|
952.6 |
|
|
|
|
704.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
81.7 |
|
|
|
|
73.6 |
|
|
|
51.5 |
|
|
|
|
41.2 |
|
|
|
7.8 |
|
|
|
|
|
|
|
|
(5.6 |
) |
|
|
|
70.0 |
|
|
|
135.4 |
|
|
|
|
184.8 |
|
SG&A |
|
|
40.1 |
|
|
|
|
40.8 |
|
|
|
26.6 |
|
|
|
|
26.3 |
|
|
|
4.4 |
|
|
|
|
|
|
|
|
20.2 |
|
|
|
|
13.3 |
|
|
|
91.3 |
|
|
|
|
80.4 |
|
Gains on dispositions of plant,
equipment and timberlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
(0.7 |
) |
|
|
(0.3 |
) |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
41.6 |
|
|
|
|
32.8 |
|
|
|
24.9 |
|
|
|
|
14.9 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
(25.4 |
) |
|
|
|
57.4 |
|
|
|
44.4 |
|
|
|
|
105.1 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22.3 |
) |
|
|
|
(13.1 |
) |
|
|
(22.3 |
) |
|
|
|
(13.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes |
|
$ |
41.6 |
|
|
|
$ |
32.8 |
|
|
$ |
24.9 |
|
|
|
$ |
14.9 |
|
|
$ |
3.4 |
|
|
|
$ |
|
|
|
$ |
(47.8 |
) |
|
|
$ |
44.3 |
|
|
$ |
22.1 |
|
|
|
$ |
92.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tons sold |
|
|
576.3 |
|
|
|
|
556.2 |
|
|
|
67.1 |
|
|
|
|
59.4 |
|
|
|
53.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
696.6 |
|
|
|
|
615.6 |
|
Depreciation, depletion and
amortization |
|
$ |
26.2 |
|
|
|
$ |
28.4 |
|
|
$ |
17.6 |
|
|
|
$ |
17.5 |
|
|
$ |
5.0 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
48.8 |
|
|
|
$ |
45.8 |
|
Capital expenditures |
|
|
13.8 |
|
|
|
|
9.1 |
|
|
|
6.0 |
|
|
|
|
7.5 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
23.3 |
|
|
|
|
16.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The mathematical accuracy of certain amounts set forth above may be impacted by the rounding of the
individual line items.
Results of individual business units are presented based on our management
accounting practices and management structure. There is no comprehensive, authoritative body of
guidance for management accounting equivalent to accounting principles generally accepted in the
United States of America; therefore, the financial results of individual business units are not
necessarily comparable with similar information for any other company. The management accounting
process uses assumptions and allocations to measure performance of the business units.
Methodologies are refined from time to time as management accounting practices are enhanced and
businesses change. The costs incurred by support areas not directly aligned with the business unit
are primarily allocated based on an estimated utilization of support area services or are included
in Other and Unallocated in the table above.
Management evaluates results of operations of the business units before non-cash net pension
income or expense, acquisition and integration related charges, unusual items, certain corporate
level costs, and the effects of asset dispositions. Management believes that this is a more
meaningful representation of the operating performance of its core businesses, the profitability of
business units and the extent of cash flow generated from these core operations. Such amounts are
presented under the caption Other and Unallocated. This presentation is aligned with the
management and operating structure of our company. It is also on this basis that our performance is
evaluated internally and by our Board of Directors.
GLATFELTER
-19-
17. GUARANTOR FINANCIAL STATEMENTS
Our Senior Notes have been fully and unconditionally guaranteed, on a joint and several basis,
by certain of our 100%-owned domestic subsidiaries: PHG Tea Leaves, Inc., Mollanvick, Inc., The
Glatfelter Pulp Wood Company, and Glatfelter Holdings, LLC.
The following presents our condensed consolidating statements of income and cash flow, and our
condensed consolidating balance sheets. These financial statements reflect P. H. Glatfelter Company
(the parent), the guarantor subsidiaries (on a combined basis), the non-guarantor subsidiaries (on
a combined basis) and elimination entries necessary to combine such entities on a consolidated
basis.
Condensed Consolidating Statement of Income for the
three months ended September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousand |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Net sales |
|
$ |
217,335 |
|
|
$ |
13,086 |
|
|
$ |
161,762 |
|
|
$ |
(13,086 |
) |
|
$ |
379,097 |
|
Energy and related sales net |
|
|
3,312 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,312 |
|
|
|
|
Total revenues |
|
|
220,647 |
|
|
|
13,086 |
|
|
|
161,762 |
|
|
|
(13,086 |
) |
|
|
382,409 |
|
Costs of products sold |
|
|
187,526 |
|
|
|
11,579 |
|
|
|
140,643 |
|
|
|
(13,079 |
) |
|
|
326,669 |
|
|
|
|
Gross profit |
|
|
33,121 |
|
|
|
1,507 |
|
|
|
21,119 |
|
|
|
(7 |
) |
|
|
55,740 |
|
Selling, general and administrative expenses |
|
|
16,506 |
|
|
|
591 |
|
|
|
10,685 |
|
|
|
|
|
|
|
27,782 |
|
Gains on dispositions of plant, equipment
and timberlands, net |
|
|
(123 |
) |
|
|
|
|
|
|
(27 |
) |
|
|
|
|
|
|
(150 |
) |
|
|
|
Operating income |
|
|
16,738 |
|
|
|
916 |
|
|
|
10,461 |
|
|
|
(7 |
) |
|
|
28,108 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(6,254 |
) |
|
|
|
|
|
|
(311 |
) |
|
|
|
|
|
|
(6,565 |
) |
Interest income |
|
|
(52 |
) |
|
|
2,036 |
|
|
|
(1,282 |
) |
|
|
(470 |
) |
|
|
232 |
|
Other income (expense) net |
|
|
9,195 |
|
|
|
27 |
|
|
|
14 |
|
|
|
(9,487 |
) |
|
|
(251 |
) |
|
|
|
Total other income (expense) |
|
|
2,889 |
|
|
|
2,063 |
|
|
|
(1,579 |
) |
|
|
(9,957 |
) |
|
|
(6,584 |
) |
|
|
|
Income (loss) before income taxes |
|
|
19,627 |
|
|
|
2,979 |
|
|
|
8,882 |
|
|
|
(9,964 |
) |
|
|
21,524 |
|
Income tax provision (benefit) |
|
|
(19,810 |
) |
|
|
492 |
|
|
|
1,585 |
|
|
|
(180 |
) |
|
|
(17,913 |
) |
|
|
|
Net income |
|
$ |
39,437 |
|
|
$ |
2,487 |
|
|
$ |
7,297 |
|
|
$ |
(9,784 |
) |
|
$ |
39,437 |
|
|
|
|
Condensed Consolidating Statement of Income for the
three months ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousands |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Net sales |
|
$ |
211,635 |
|
|
$ |
12,816 |
|
|
$ |
100,723 |
|
|
$ |
(12,816 |
) |
|
$ |
312,358 |
|
Energy and related sales net |
|
|
2,132 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,132 |
|
|
|
|
Total revenues |
|
|
213,767 |
|
|
|
12,816 |
|
|
|
100,723 |
|
|
|
(12,816 |
) |
|
|
314,490 |
|
Costs of products sold |
|
|
147,464 |
|
|
|
11,568 |
|
|
|
85,808 |
|
|
|
(12,815 |
) |
|
|
232,025 |
|
|
|
|
Gross profit |
|
|
66,303 |
|
|
|
1,248 |
|
|
|
14,915 |
|
|
|
(1 |
) |
|
|
82,465 |
|
Selling, general and administrative expenses |
|
|
19,495 |
|
|
|
566 |
|
|
|
9,242 |
|
|
|
|
|
|
|
29,303 |
|
Gains on dispositions of plant, equipment
and timberlands, net |
|
|
(8 |
) |
|
|
(1 |
) |
|
|
|
|
|
|
|
|
|
|
(9 |
) |
|
|
|
Operating income |
|
|
46,816 |
|
|
|
683 |
|
|
|
5,673 |
|
|
|
(1 |
) |
|
|
53,171 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(4,148 |
) |
|
|
|
|
|
|
(380 |
) |
|
|
|
|
|
|
(4,528 |
) |
Interest income |
|
|
1,230 |
|
|
|
1,115 |
|
|
|
(202 |
) |
|
|
(1,825 |
) |
|
|
318 |
|
Other income (expense) net |
|
|
339 |
|
|
|
45 |
|
|
|
86 |
|
|
|
(266 |
) |
|
|
204 |
|
|
|
|
Total other income (expense) |
|
|
(2,579 |
) |
|
|
1,160 |
|
|
|
(496 |
) |
|
|
(2,091 |
) |
|
|
(4,006 |
) |
|
|
|
Income (loss) before income taxes |
|
|
44,237 |
|
|
|
1,843 |
|
|
|
5,177 |
|
|
|
(2,092 |
) |
|
|
49,165 |
|
Income tax provision (benefit) |
|
|
(1,757 |
) |
|
|
929 |
|
|
|
4,699 |
|
|
|
(700 |
) |
|
|
3,171 |
|
|
|
|
Net income (loss) |
|
$ |
45,994 |
|
|
$ |
914 |
|
|
$ |
478 |
|
|
$ |
(1,392 |
) |
|
$ |
45,994 |
|
|
|
|
GLATFELTER
-20-
Condensed Consolidating Statement of Income for the
nine
months ended September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousand |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Net sales
|
|
$ |
633,778 |
|
|
$ |
37,440 |
|
|
$ |
445,375 |
|
|
$ |
(37,440 |
) |
|
$ |
1,079,153 |
|
Energy and related sales net
|
|
|
8,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,834 |
|
|
|
|
Total revenues
|
|
|
642,612 |
|
|
|
37,440 |
|
|
|
445,375 |
|
|
|
(37,440 |
) |
|
|
1,087,987 |
|
Costs of products sold
|
|
|
571,217 |
|
|
|
32,272 |
|
|
|
386,354 |
|
|
|
(37,272 |
) |
|
|
952,571 |
|
|
|
|
Gross profit
|
|
|
71,395 |
|
|
|
5,168 |
|
|
|
59,021 |
|
|
|
(168 |
) |
|
|
135,416 |
|
Selling, general and administrative expenses
|
|
|
56,088 |
|
|
|
1,759 |
|
|
|
33,452 |
|
|
|
|
|
|
|
91,299 |
|
Gains on dispositions of plant, equipment
and timberlands, net
|
|
|
(123 |
) |
|
|
(168 |
) |
|
|
(27 |
) |
|
|
|
|
|
|
(318 |
) |
|
|
|
Operating income
|
|
|
15,430 |
|
|
|
3,577 |
|
|
|
25,596 |
|
|
|
(168 |
) |
|
|
44,435 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(18,059 |
) |
|
|
|
|
|
|
(986 |
) |
|
|
|
|
|
|
(19,045 |
) |
Interest income
|
|
|
(777 |
) |
|
|
5,456 |
|
|
|
(3,339 |
) |
|
|
(770 |
) |
|
|
570 |
|
Other income (expense) net
|
|
|
16,870 |
|
|
|
(1,290 |
) |
|
|
3,225 |
|
|
|
(22,673 |
) |
|
|
(3,868 |
) |
|
|
|
Total other income (expense)
|
|
|
(1,966 |
) |
|
|
4,166 |
|
|
|
(1,100 |
) |
|
|
(23,443 |
) |
|
|
(22,343 |
) |
|
|
|
Income (loss) before income taxes
|
|
|
13,464 |
|
|
|
7,743 |
|
|
|
24,496 |
|
|
|
(23,611 |
) |
|
|
22,092 |
|
Income tax provision (benefit)
|
|
|
(25,702 |
) |
|
|
2,046 |
|
|
|
6,944 |
|
|
|
(362 |
) |
|
|
(17,074 |
) |
|
|
|
Net income (loss)
|
|
$ |
39,166 |
|
|
$ |
5,697 |
|
|
$ |
17,552 |
|
|
$ |
(23,249 |
) |
|
$ |
39,166 |
|
|
|
|
Condensed Consolidating Statement of Income for the nine
months ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousands |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Net sales |
|
$ |
595,606 |
|
|
$ |
35,306 |
|
|
$ |
287,283 |
|
|
$ |
(35,306 |
) |
|
$ |
882,889 |
|
Energy and related sales net |
|
|
6,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,194 |
|
|
|
|
Total revenues |
|
|
601,800 |
|
|
|
35,306 |
|
|
|
287,283 |
|
|
|
(35,306 |
) |
|
|
889,083 |
|
Costs of products sold |
|
|
461,449 |
|
|
|
32,016 |
|
|
|
246,301 |
|
|
|
(35,463 |
) |
|
|
704,303 |
|
|
|
|
Gross profit |
|
|
140,351 |
|
|
|
3,290 |
|
|
|
40,982 |
|
|
|
157 |
|
|
|
184,780 |
|
Selling, general and administrative expenses |
|
|
51,819 |
|
|
|
1,639 |
|
|
|
26,906 |
|
|
|
|
|
|
|
80,364 |
|
Gains on dispositions of plant, equipment
and timberlands, net |
|
|
20 |
|
|
|
(701 |
) |
|
|
|
|
|
|
|
|
|
|
(681 |
) |
|
|
|
Operating income |
|
|
88,512 |
|
|
|
2,352 |
|
|
|
14,076 |
|
|
|
157 |
|
|
|
105,097 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(12,867 |
) |
|
|
(5 |
) |
|
|
(1,926 |
) |
|
|
|
|
|
|
(14,798 |
) |
Interest income |
|
|
745 |
|
|
|
4,023 |
|
|
|
(310 |
) |
|
|
(2,875 |
) |
|
|
1,583 |
|
Other income (expense) net |
|
|
7,464 |
|
|
|
1,274 |
|
|
|
(92 |
) |
|
|
(8,560 |
) |
|
|
86 |
|
|
|
|
Total other income (expense) |
|
|
(4,658 |
) |
|
|
5,292 |
|
|
|
(2,328 |
) |
|
|
(11,435 |
) |
|
|
(13,129 |
) |
|
|
|
Income (loss) before income taxes |
|
|
83,854 |
|
|
|
7,644 |
|
|
|
11,748 |
|
|
|
(11,278 |
) |
|
|
91,968 |
|
Income tax provision (benefit) |
|
|
6,452 |
|
|
|
3,169 |
|
|
|
5,979 |
|
|
|
(1,034 |
) |
|
|
14,566 |
|
|
|
|
Net income (loss) |
|
$ |
77,402 |
|
|
$ |
4,475 |
|
|
$ |
5,769 |
|
|
$ |
(10,244 |
) |
|
$ |
77,402 |
|
|
|
|
GLATFELTER
-21-
Condensed Consolidating Balance Sheet as of September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousands |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
32,208 |
|
|
$ |
445 |
|
|
$ |
30,680 |
|
|
$ |
|
|
|
$ |
63,333 |
|
Other current assets |
|
|
269,385 |
|
|
|
447,644 |
|
|
|
214,479 |
|
|
|
(511,781 |
) |
|
|
419,727 |
|
Plant, equipment and timberlands net |
|
|
244,396 |
|
|
|
6,952 |
|
|
|
372,435 |
|
|
|
|
|
|
|
623,783 |
|
Other assets |
|
|
811,694 |
|
|
|
166,456 |
|
|
|
106,678 |
|
|
|
(858,936 |
) |
|
|
225,892 |
|
|
|
|
Total assets |
|
$ |
1,357,683 |
|
|
$ |
621,497 |
|
|
$ |
724,272 |
|
|
$ |
(1,370,717 |
) |
|
$ |
1,332,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
330,107 |
|
|
$ |
42,077 |
|
|
$ |
360,681 |
|
|
$ |
(524,060 |
) |
|
$ |
208,805 |
|
Long-term debt |
|
|
295,363 |
|
|
|
|
|
|
|
36,695 |
|
|
|
|
|
|
|
332,058 |
|
Deferred income taxes |
|
|
71,123 |
|
|
|
13,811 |
|
|
|
44,668 |
|
|
|
(39,640 |
) |
|
|
89,962 |
|
Other long-term liabilities |
|
|
123,763 |
|
|
|
13,663 |
|
|
|
13,031 |
|
|
|
14,126 |
|
|
|
164,583 |
|
|
|
|
Total liabilities |
|
|
820,356 |
|
|
|
69,551 |
|
|
|
455,075 |
|
|
|
(549,574 |
) |
|
|
795,408 |
|
Shareholders equity |
|
|
537,327 |
|
|
|
551,946 |
|
|
|
269,197 |
|
|
|
(821,143 |
) |
|
|
537,327 |
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
1,357,683 |
|
|
$ |
621,497 |
|
|
$ |
724,272 |
|
|
$ |
(1,370,717 |
) |
|
$ |
1,332,735 |
|
|
|
|
Condensed Consolidating Balance Sheet as of December 31, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousands |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
76,970 |
|
|
$ |
985 |
|
|
$ |
57,465 |
|
|
$ |
|
|
|
$ |
135,420 |
|
Other current assets |
|
|
275,490 |
|
|
|
260,834 |
|
|
|
148,090 |
|
|
|
(299,778 |
) |
|
|
384,636 |
|
Plant, equipment and timberlands net |
|
|
255,886 |
|
|
|
6,921 |
|
|
|
207,825 |
|
|
|
|
|
|
|
470,632 |
|
Other assets |
|
|
600,116 |
|
|
|
145,304 |
|
|
|
75,731 |
|
|
|
(621,545 |
) |
|
|
199,606 |
|
|
|
|
Total assets |
|
$ |
1,208,462 |
|
|
$ |
414,044 |
|
|
$ |
489,111 |
|
|
$ |
(921,323 |
) |
|
$ |
1,190,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
301,908 |
|
|
$ |
1,357 |
|
|
$ |
179,273 |
|
|
$ |
(296,428 |
) |
|
$ |
186,110 |
|
Long-term debt |
|
|
200,241 |
|
|
|
|
|
|
|
36,695 |
|
|
|
|
|
|
|
236,936 |
|
Deferred income taxes |
|
|
71,035 |
|
|
|
15,347 |
|
|
|
26,284 |
|
|
|
(15,998 |
) |
|
|
96,668 |
|
Other long-term liabilities |
|
|
124,574 |
|
|
|
13,531 |
|
|
|
9,654 |
|
|
|
12,117 |
|
|
|
159,876 |
|
|
|
|
Total liabilities |
|
|
697,758 |
|
|
|
30,235 |
|
|
|
251,906 |
|
|
|
(300,309 |
) |
|
|
679,590 |
|
Shareholders equity |
|
|
510,704 |
|
|
|
383,809 |
|
|
|
237,205 |
|
|
|
(621,014 |
) |
|
|
510,704 |
|
|
|
|
Total liabilities and shareholders equity |
|
$ |
1,208,462 |
|
|
$ |
414,044 |
|
|
$ |
489,111 |
|
|
$ |
(921,323 |
) |
|
$ |
1,190,294 |
|
|
|
|
GLATFELTER
-22-
Condensed Consolidating Statement of Cash Flows for
the nine months ended September 30, 2010
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousands |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Net cash provided (used) by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
(67,569 |
) |
|
$ |
135,481 |
|
|
$ |
56,238 |
|
|
$ |
(770 |
) |
|
$ |
123,380 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of plant, equipment and timberlands |
|
|
(13,297 |
) |
|
|
(518 |
) |
|
|
(9,454 |
) |
|
|
|
|
|
|
(23,269 |
) |
Proceeds from disposal plant, equipment and
timberlands |
|
|
124 |
|
|
|
182 |
|
|
|
27 |
|
|
|
|
|
|
|
333 |
|
Repayments from (advances of) intercompany loans,
net |
|
|
(8,049 |
) |
|
|
(134,715 |
) |
|
|
5,393 |
|
|
|
137,371 |
|
|
|
|
|
Acquisition of Concert Industries Corp., net of
cash acquired |
|
|
|
|
|
|
|
|
|
|
(229,080 |
) |
|
|
|
|
|
|
(229,080 |
) |
|
|
|
Total investing activities |
|
|
(21,222 |
) |
|
|
(135,051 |
) |
|
|
(233,114 |
) |
|
|
137,371 |
|
|
|
(252,016 |
) |
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (repayments of) proceeds from indebtedness |
|
|
75,703 |
|
|
|
|
|
|
|
(2,979 |
) |
|
|
|
|
|
|
72,724 |
|
Payment of dividends to shareholders |
|
|
(12,556 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,556 |
) |
(Repayments) borrowings of intercompany loans, net |
|
|
(19,265 |
) |
|
|
(200 |
) |
|
|
156,836 |
|
|
|
(137,371 |
) |
|
|
|
|
Proceeds from stock options and other |
|
|
147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
147 |
|
Payment of intercompany dividends |
|
|
|
|
|
|
(770 |
) |
|
|
|
|
|
|
770 |
|
|
|
|
|
|
|
|
Total financing activities |
|
|
44,029 |
|
|
|
(970 |
) |
|
|
153,857 |
|
|
|
(136,601 |
) |
|
|
60,315 |
|
Effect of exchange rate on cash |
|
|
|
|
|
|
|
|
|
|
(3,766 |
) |
|
|
|
|
|
|
(3,766 |
) |
|
|
|
Net decrease in cash |
|
|
(44,762 |
) |
|
|
(540 |
) |
|
|
(26,785 |
) |
|
|
|
|
|
|
(72,087 |
) |
Cash at the beginning of period |
|
|
76,970 |
|
|
|
985 |
|
|
|
57,465 |
|
|
|
|
|
|
|
135,420 |
|
|
|
|
Cash at the end of period |
|
$ |
32,208 |
|
|
$ |
445 |
|
|
$ |
30,680 |
|
|
$ |
|
|
|
$ |
63,333 |
|
|
|
|
Condensed Consolidating Statement of Cash Flows for
the nine months ended September 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Parent |
|
|
|
|
|
Non |
|
Adjustments/ |
|
|
In thousands |
|
Company |
|
Guarantors |
|
Guarantors |
|
Eliminations |
|
Consolidated |
|
Net cash provided (used) by |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
$ |
67,340 |
|
|
$ |
5,990 |
|
|
$ |
49,059 |
|
|
$ |
(2,875 |
) |
|
$ |
119,514 |
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of plant, equipment and timberlands |
|
|
(9,057 |
) |
|
|
(138 |
) |
|
|
(7,509 |
) |
|
|
|
|
|
|
(16,704 |
) |
Proceeds from disposal plant, equipment and
timberlands |
|
|
|
|
|
|
728 |
|
|
|
|
|
|
|
|
|
|
|
728 |
|
Proceeds from installment note receivable |
|
|
|
|
|
|
|
|
|
|
37,850 |
|
|
|
|
|
|
|
37,850 |
|
Repayments from (advances of) intercompany loans,
net |
|
|
5,135 |
|
|
|
1,018 |
|
|
|
|
|
|
|
(6,153 |
) |
|
|
|
|
|
|
|
Total investing activities |
|
|
(3,922 |
) |
|
|
1,608 |
|
|
|
30,341 |
|
|
|
(6,153 |
) |
|
|
21,874 |
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net repayments of indebtedness |
|
|
(13,623 |
) |
|
|
|
|
|
|
(36,640 |
) |
|
|
|
|
|
|
(50,263 |
) |
Payment of dividends to shareholders |
|
|
(12,433 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(12,433 |
) |
(Repayments) borrowings of intercompany loans, net |
|
|
(1,018 |
) |
|
|
(5,200 |
) |
|
|
65 |
|
|
|
6,153 |
|
|
|
|
|
Payment of intercompany dividends |
|
|
|
|
|
|
(2,875 |
) |
|
|
|
|
|
|
2,875 |
|
|
|
|
|
|
|
|
Total financing activities |
|
|
(27,074 |
) |
|
|
(8,075 |
) |
|
|
(36,575 |
) |
|
|
9,028 |
|
|
|
(62,696 |
) |
Effect of exchange rate on cash |
|
|
|
|
|
|
|
|
|
|
5,314 |
|
|
|
|
|
|
|
5,314 |
|
|
|
|
Net increase (decrease) in cash |
|
|
36,344 |
|
|
|
(477 |
) |
|
|
48,139 |
|
|
|
|
|
|
|
84,006 |
|
Cash at the beginning of period |
|
|
8,860 |
|
|
|
756 |
|
|
|
22,618 |
|
|
|
|
|
|
|
32,234 |
|
|
|
|
Cash at the end of period |
|
$ |
45,204 |
|
|
$ |
279 |
|
|
$ |
70,757 |
|
|
$ |
|
|
|
$ |
116,240 |
|
|
|
|
GLATFELTER
-23-
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information in the unaudited
condensed consolidated financial statements and notes thereto included herein and Glatfelters
Financial Statements and Managements Discussion and Analysis of Financial Condition and Results of
Operations included in our 2009 Annual Report on Form 10-K.
Forward-Looking Statements This Quarterly Report on Form 10-Q includes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995. All
statements other than statements of historical fact, including statements regarding industry
prospects and future consolidated financial position or results of operations, made in this Report
on Form 10-Q are forward looking. We use words such as anticipates, believes, expects,
future, intends and similar expressions to identify forward-looking statements. Forward-looking
statements reflect managements current expectations and are inherently uncertain. Our actual
results may differ significantly from such expectations. The following discussion includes
forward-looking statements regarding expectations of, among others, net sales, costs of products
sold, environmental costs, capital expenditures and liquidity, all of which are inherently
difficult to predict. Although we make such statements based on assumptions that we believe to be
reasonable, there can be no assurance that actual results will not differ materially from our
expectations. Accordingly, we identify the following important factors, among others, which could
cause our results to differ from any results that might be projected, forecasted or estimated in
any such forward-looking statements:
i. |
|
variations in demand for our products including the impact of any unplanned market-related
downtime, or variations in product pricing; |
|
ii. |
|
changes in the cost or availability of raw materials we use, in particular pulpwood, market
pulp, pulp substitutes, caustic soda and abaca fiber; |
|
iii. |
|
changes in energy-related costs and commodity raw materials with an energy component; |
|
iv. |
|
our ability to develop new, high value-added Specialty Papers, Composite Fibers and
Advanced Airlaid Material products; |
|
v. |
|
the impact of exposure to volatile market-based pricing for sales of excess electricity; |
|
vi. |
|
the impact of competition, changes in industry production capacity, including the
construction of new mills, the closing of mills and incremental changes due to capital
expenditures or productivity increases; |
vii. |
|
the impairment of financial institutions and any resulting impact on us, our customers or
our vendors; |
|
viii. |
|
the gain or loss of significant customers and/or on-going viability of such customers; |
|
ix. |
|
cost and other effects of environmental compliance, cleanup, damages, remediation or
restoration, or personal injury or property damages related thereto, such as the costs of
natural resource restoration or damages related to the presence of polychlorinated biphenyls
(PCBs) in the lower Fox River on which our former Neenah mill was located; |
|
x. |
|
risks associated with our international operations, including local economic and political
environments and fluctuations in currency exchange rates; |
|
xi. |
|
geopolitical events, including war and terrorism; |
|
xii. |
|
disruptions in production and/or increased costs due to labor disputes; |
|
xiii. |
|
the impact of unfavorable outcomes of audits by various state, federal or international
tax authorities; |
|
xiv. |
|
enactment of adverse state, federal or foreign tax or other legislation or changes in
government policy or regulation; |
|
xv. |
|
adverse results in litigation; and |
|
xvi. |
|
our ability to finance, consummate and integrate current or future acquisitions. |
Introduction We manufacture, both domestically and internationally, a wide array of specialty
papers and fiber-based engineered products. We manage our business along three business units:
i) Specialty Papers with revenues earned from the sale of carbonless papers and forms,
book publishing, envelope & converting, and engineered products; ii) Composite Fibers with revenue from the sale of food & beverage filtration papers,
metallized papers, composite laminates used for decorative furniture and flooring
applications, and technical specialties; and iii) Advanced Airlaid Materials with revenue from the sale of airlaid non-woven fabric like
materials used in feminine hygiene products, adult incontinence products, cleaning pads and
wipes, food pads, napkins and tablecloths, and baby wipes.
Overview On February 12, 2010, we completed the acquisition of Concert Industries Corp.
(Concert), a manufacturer of highly absorbent cellulose based airlaid non-woven materials with
annual revenue in 2009 of $203 million. Our results of operations for the first nine months of 2010
include the results of Concert prospectively since the acquisition was completed.
GLATFELTER
-24-
Our reported results of operations for the first nine months of 2010 when compared with the
same period of 2009 are lower primarily due to the amount of tax-related credits recorded in each
period associated with cellulosic or alternative fuel mixtures. For the first nine months of 2010
net income included $23.1 million benefit from cellulosic biofuel credits compared to $63.3 million
alternative fuel mixture credits for the first nine months of 2009.
In addition, our 2010 year to date results include an aggregate of $10.4 million, after-tax,
of acquisition and integration costs, together with a loss on forward foreign currency contracts
that hedged the Canadian dollar purchase price, of the Concert acquisition. The loss on the hedged
purchase price was $3.4 million, net of realized currency translation gains, and is presented under
the caption Other-net in the accompanying condensed consolidated statements of income for the
nine months ended September 30, 2010.
Operationally, our results were favorably affected by higher volumes shipped associated with
improving demand in many of the markets served by our businesses and the inclusion of Concert.
Higher average selling prices offset the adverse affect of rising input costs, particularly
purchased pulp. Our results for the first nine months of 2009 were adversely impacted by market
related downtime in both the Specialty Papers and Composite Fibers business units related to the
weak economic environment. During 2010, demand for our products improved and, as a results, we did
not incur market related downtime.
RESULTS OF OPERATIONS
Nine months ended September 30, 2010 versus the
Nine months ended September 30, 2009
The following table sets forth summarized results of operations:
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended September 30 |
In thousands, except per share |
|
2010 |
|
|
2009 |
|
|
|
|
Net sales |
|
$ |
1,079,153 |
|
|
|
$ |
882,889 |
|
Gross profit |
|
|
135,416 |
|
|
|
|
184,780 |
|
Operating income |
|
|
44,435 |
|
|
|
|
105,097 |
|
Net income |
|
|
39,166 |
|
|
|
|
77,402 |
|
Earnings per share |
|
|
0.85 |
|
|
|
|
1.69 |
|
|
|
|
|
The consolidated results of operations for the nine months ended September 30, 2010 and
2009 include the following significant items:
|
|
|
|
|
|
|
|
|
|
|
After-tax |
|
Diluted EPS |
In thousands, except per share |
|
Gain (loss) |
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
Cellulosic biofuel/alternative fuel mixture
credit |
|
$ |
23,100 |
|
|
$ |
0.50 |
|
Acquisition and integration costs |
|
|
(8,728 |
) |
|
|
(0.18 |
) |
Foreign currency hedge on acquisition price |
|
|
(1,673 |
) |
|
|
(0.04 |
) |
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
Cellulosic biofuel/alternative fuel mixture
credit |
|
$ |
63,308 |
|
|
$ |
1.38 |
|
|
The above items increased earnings by $12.7 million, or $0.28 per diluted share, in first
nine months of 2010 and increased earnings by $63.3 million, or $1.38 per diluted share, in the
first nine months of 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Units |
|
Nine months ended September 30 |
In millions |
|
Specialty Papers |
|
Composite Fibers |
|
Advanced Airlaid Materials |
|
Other and Unallocated |
|
Total |
|
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
633.8 |
|
|
|
$ |
595.6 |
|
|
$ |
307.2 |
|
|
|
$ |
287.3 |
|
|
$ |
138.1 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
1,079.2 |
|
|
|
$ |
882.9 |
|
Energy and related sales, net |
|
|
8.8 |
|
|
|
|
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8.8 |
|
|
|
|
6.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
642.6 |
|
|
|
|
601.8 |
|
|
|
307.2 |
|
|
|
|
287.3 |
|
|
|
138.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,088.0 |
|
|
|
|
889.1 |
|
Cost of products sold |
|
|
560.9 |
|
|
|
|
528.2 |
|
|
|
255.8 |
|
|
|
|
246.1 |
|
|
|
130.4 |
|
|
|
|
|
|
|
|
5.6 |
|
|
|
|
(70.0 |
) |
|
|
952.6 |
|
|
|
|
704.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
81.7 |
|
|
|
|
73.6 |
|
|
|
51.5 |
|
|
|
|
41.2 |
|
|
|
7.8 |
|
|
|
|
|
|
|
|
(5.6 |
) |
|
|
|
70.0 |
|
|
|
135.4 |
|
|
|
|
184.8 |
|
SG&A |
|
|
40.1 |
|
|
|
|
40.8 |
|
|
|
26.6 |
|
|
|
|
26.3 |
|
|
|
4.4 |
|
|
|
|
|
|
|
|
20.2 |
|
|
|
|
13.3 |
|
|
|
91.3 |
|
|
|
|
80.4 |
|
Gains on dispositions of plant,
equipment and timberlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.3 |
) |
|
|
|
(0.7 |
) |
|
|
(0.3 |
) |
|
|
|
(0.7 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
41.6 |
|
|
|
|
32.8 |
|
|
|
24.9 |
|
|
|
|
14.9 |
|
|
|
3.4 |
|
|
|
|
|
|
|
|
(25.4 |
) |
|
|
|
57.4 |
|
|
|
44.4 |
|
|
|
|
105.1 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22.3 |
) |
|
|
|
(13.1 |
) |
|
|
(22.3 |
) |
|
|
|
(13.1 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes |
|
$ |
41.6 |
|
|
|
$ |
32.8 |
|
|
$ |
24.9 |
|
|
|
$ |
14.9 |
|
|
$ |
3.4 |
|
|
|
$ |
|
|
|
$ |
(47.8 |
) |
|
|
$ |
44.3 |
|
|
$ |
22.1 |
|
|
|
$ |
92.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tons sold |
|
|
576.3 |
|
|
|
|
556.2 |
|
|
|
67.1 |
|
|
|
|
59.4 |
|
|
|
53.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
696.6 |
|
|
|
|
615.6 |
|
Depreciation, depletion and
amortization |
|
$ |
26.2 |
|
|
|
$ |
28.4 |
|
|
$ |
17.6 |
|
|
|
$ |
17.5 |
|
|
$ |
5.0 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
48.8 |
|
|
|
$ |
45.8 |
|
Capital expenditures |
|
|
13.8 |
|
|
|
|
9.1 |
|
|
|
6.0 |
|
|
|
|
7.5 |
|
|
|
3.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1 |
|
|
|
23.3 |
|
|
|
|
16.7 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The mathematical accuracy of certain amounts set forth above may be impacted by the rounding of the
individual line items.
GLATFELTER
-25-
Business Units Results of individual business units are presented based on our management
accounting practices and management structure. There is no comprehensive, authoritative body of
guidance for management accounting equivalent to accounting principles generally accepted in the
United States of America; therefore, the financial results of individual business units are not
necessarily comparable with similar information for any other company. The management accounting
process uses assumptions and allocations to measure performance of the business units.
Methodologies are refined from time to time as management accounting practices are enhanced and
businesses change. The costs incurred by support areas not directly aligned with the business unit
are allocated primarily based on an estimated utilization of support area services or are included
in Other and Unallocated in the table above.
Management evaluates results of operations of the business units before non-cash net pension
income or expense, acquisition and integration related charges, unusual items, certain corporate
level costs, and the effects of asset dispositions. Management believes that this is a more
meaningful representation of the operating performance of its core businesses, the profitability of
business units and the extent of cash flow generated from these core operations. Such amounts are
presented under the caption Other and Unallocated. This presentation is aligned with the
management and operating structure of our company. It is also on this basis that our performance is
evaluated internally and by our Board of Directors.
Sales and Costs of Products Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
|
September 30 |
|
|
|
|
In thousands |
|
2010 |
|
|
|
2009 |
|
|
Change |
|
|
|
|
|
Net sales |
|
$ |
1,079,153 |
|
|
|
$ |
882,889 |
|
|
$ |
196,264 |
|
Energy and related
sales net |
|
|
8,834 |
|
|
|
|
6,194 |
|
|
|
2,640 |
|
|
|
|
|
|
|
Total revenues |
|
|
1,087,987 |
|
|
|
|
889,083 |
|
|
|
198,904 |
|
Costs of products sold |
|
|
952,571 |
|
|
|
|
704,303 |
(1) |
|
|
248,268 |
|
|
|
|
|
|
|
Gross profit |
|
$ |
135,416 |
|
|
|
$ |
184,780 |
|
|
$ |
(49,364 |
) |
|
|
|
|
|
|
Gross profit as a
percent of Net sales |
|
|
12.5 |
% |
|
|
|
20.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes $73.8 million of alternative fuel mixture credits. |
The following table sets forth the contribution to consolidated net sales by each
business unit:
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
September 30 |
Percent of Total |
|
2010 |
|
|
2009 |
|
|
|
|
Business Unit |
|
|
|
|
|
|
|
|
|
Specialty Papers |
|
|
58.7 |
% |
|
|
|
67.5 |
% |
Composite Fibers |
|
|
28.5 |
|
|
|
|
32.5 |
|
Advanced Airlaid Material |
|
|
12.8 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
% |
|
|
|
100.0 |
% |
|
|
|
|
Net sales for the first nine months of 2010 were $1,079.2 million, a 22.2% increase
compared with $882.9 million for the same period of 2009, reflecting stronger business activity in
the our Specialty Papers and Composite Fibers business units and the inclusion of Concert, now
operated and reported as Advanced Airlaid Materials business unit.
In the Specialty Papers business unit, net sales for the first nine months of 2010 increased
$38.2 million, or 6.4%, to $633.8 million. The increase was primarily due to higher volumes shipped
and a $15.3 million benefit from higher selling prices.
Specialty Papers operating profit in the first nine months of 2010 improved by $8.8 million
compared with the same period of 2009 primarily due to higher selling prices, a 3.6% increase in
volumes shipped and the lack of market related downtime. These favorable factors were partially
offset by higher maintenance costs primarily associated with the annual mill outages and with
unplanned production interruptions.
We sell excess power generated by the Spring Grove, PA facility. In addition, two of our
facilities are registered generators of renewable energy credits (RECs). The following table
summarizes this activity for the first nine months of 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands |
|
2010 |
|
|
2009 |
|
|
Change |
|
|
|
|
|
|
|
Energy sales |
|
$ |
11,520 |
|
|
|
$ |
15,268 |
|
|
|
$ |
(3,748 |
) |
Costs to produce |
|
|
(7,912 |
) |
|
|
|
(9,074 |
) |
|
|
|
1,162 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
3,608 |
|
|
|
|
6,194 |
|
|
|
|
(2,586 |
) |
Renewable energy credits |
|
|
5,226 |
|
|
|
|
|
|
|
|
|
5,226 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
8,834 |
|
|
|
$ |
6,194 |
|
|
|
$ |
2,640 |
|
|
|
|
|
|
|
|
GLATFELTER
-26-
Prior to March 31, 2010, all energy sales were made pursuant to a long-term contract that
expired at the end of the first quarter 2010. We continue to sell power but at market rates, the
forward pricing for which is approximately 35% below the expired contract rate. We expect increased
volatility and lower overall profitability.
RECs represent sales of certified credits earned related to burning renewable sources of
energy such as black liquor and wood waste. We sell RECs into an emerging and somewhat illiquid
market. The extent and value of future revenues from REC sales is dependent on many factors outside
of managements control. Therefore, we may not be able to generate consistent additional sales of
RECs in future periods.
In Composite Fibers, net sales for the first nine months of 2010 were $307.2 million, an
increase of $20.0 million, or 6.9%, from the same period of 2009. The improvement reflects
strengthening demand in each of its product lines as volumes shipped increased 12.9%. On a constant
currency basis, average selling prices were lower by $2.0 million, and the translation of foreign
currencies unfavorably affected net sales by approximately $8.3 million.
Lower raw material and energy costs, primarily natural gas, favorably affected this business
units profitability by $4.0 million. In addition, improving market conditions and business
development increased production volumes eliminating market-driven down time. On a net basis,
Composite Fibers operating profit increased $10.0 million, or 67.6%, in the period-to-period
comparison.
Results for Advanced Airlaid Materials are included from February 12, 2010, the date of the
Concert acquisition. This business units results were unfavorably affected by rising input costs
that outpaced the timing of increases in selling prices. In addition, results were adversely
impacted by operating inefficiencies and by $1.4 million as a result of charging cost of products
sold for the write-up of acquired inventory to fair value.
Pension Expense The following table summarizes the amounts of pension expense recognized for
the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
|
|
September 30 |
|
|
In thousands |
|
2010 |
|
|
2009 |
|
Change |
|
|
|
|
Recorded as: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of products sold |
|
$ |
5,294 |
|
|
|
$ |
3,756 |
|
|
$ |
1,538 |
|
SG&A expense |
|
|
1,637 |
|
|
|
|
1,807 |
|
|
|
(170 |
) |
|
|
|
|
|
|
Total |
|
$ |
6,931 |
|
|
|
$ |
5,563 |
|
|
$ |
1,368 |
|
|
|
|
|
The amount of pension expense recognized each year is determined using various actuarial
assumptions and certain other factors, including the fair value of our pension assets as of the
beginning of the year. The primary reason for the increase in pension expense in the comparison is
due to changes in discount rates used.
Selling, general and administrative (SG&A) expenses totaled $91.3 million, a $10.9 million
increase primarily due to acquisition and integration related costs associated with the Concert
transaction and $4.4 million of SG&A from the inclusion of the acquired operations.
Income taxes For the first nine months of 2010, we recorded an income tax benefit of $17.1
million on $22.1 million of pretax income. The comparable amounts in the same period of 2009 were
income tax expense of $14.6 million on $92.0 million of pretax income. The benefit in 2010 was due
to $23.1 million of cellulosic biofuel credits, net, recorded as an income tax benefit in the third
quarter of 2010 as further discussed below. In addition, the 2010 year to date results of
operations includes $14.8 million of acquisition and integration costs, most of which are
non-deductible. The higher tax provision in 2009 was primarily due to the $75.6 million of
alternative fuel mixture credit earned in that period.
Cellulosic Biofuel Production Credit In March 2010, our application to be registered as a
cellulosic biofuel producer was approved by the Internal Revenue Service. The U.S. Internal Revenue
Code provides a non refundable tax credit equal to $1.01 per gallon for taxpayers that produce
cellulosic biofuel. In a memorandum dated June 28, 2010, the Internal Revenue Service issued
guidance concluding that black liquor sold or used before January 1, 2010, qualifies for the
cellulosic biofuel producer credit (CBPC) and no further certification of eligibility was needed.
In connection with the filing of our 2009 income tax return, we claimed $23.1 million, net of
taxes, of CBPC, and as a result we expect to receive $14.8 million of a cash tax refund during the
fourth quarter. The CBPC claimed is attributable to black liquor produced and burned from January
1, 2009 through February 20, 2009, the date we began mixing black liquor and diesel fuel to qualify
for alternative fuel mixture credits.
GLATFELTER
-27-
In October 2010, the IRS issued further guidance concluding that both the alternative fuel
mixture credit and the cellulosic bio-fuel production credit can be claimed in the same year, but
only for different volumes of black liquor.
We are in the process of evaluating opportunities, if any, to claim additional credits from
qualifying activities.
Foreign Currency We own and operate facilities in Canada, Germany, France, the United Kingdom
and the Philippines. The functional currency of our Canadian operations is the U.S. dollar.
However, in Germany and France it is the Euro, in the UK it is the British Pound Sterling, and in
the Philippines the currency is the Peso. During the first nine months of 2010, Euro functional
currency operations generated approximately 24.9% of our sales and 23.8% of operating expenses and
British Pound Sterling operations represented 8.8% of net sales and 8.6% of operating expenses. The
translation of the results from these international operations into U.S. dollars is subject to
changes in foreign currency exchange rates.
The table below summarizes the effect from foreign currency translation on the first nine
months of 2010 reported results compared to the first nine months 2009:
|
|
|
|
|
|
|
Nine months |
|
In thousands |
|
ended September 30 |
|
|
|
Favorable |
|
|
|
(unfavorable) |
|
Net sales |
|
$ |
(8,255 |
) |
Costs of products sold |
|
|
5,785 |
|
SG&A expenses |
|
|
422 |
|
Income taxes and other |
|
|
292 |
|
|
|
|
|
Net income |
|
$ |
(1,756 |
) |
|
The above table only presents the financial reporting impact of foreign currency
translations. It does not present the impact of certain competitive advantages or disadvantages of
operating or competing in multi-currency markets.
GLATFELTER
-28-
Three months ended September 30, 2010 versus the Three months ended
September 30, 2009
The following table sets forth summarized results of operations:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended September 30 |
In thousands, except per share |
|
2010 |
|
|
2009 |
|
|
|
|
Net sales |
|
$ |
379,097 |
|
|
|
$ |
312,358 |
|
Gross profit |
|
|
55,740 |
|
|
|
|
82,465 |
|
Operating income |
|
|
28,108 |
|
|
|
|
53,171 |
|
Net income |
|
|
39,437 |
|
|
|
|
45,994 |
|
Earnings per share |
|
|
0.85 |
|
|
|
|
1.00 |
|
|
|
|
|
The consolidated results of operations for the three months ended September 30, 2010 and
2009 include the following significant items:
|
|
|
|
|
|
|
|
|
|
|
After-tax |
|
Diluted EPS |
In thousands, except per share |
|
Gain (loss) |
|
|
|
|
|
2010 |
|
|
|
|
|
|
|
|
Cellulosic biofuel/alternative fuel mixture
credit |
|
$ |
23,100 |
|
|
$ |
0.50 |
|
Acquisition and integration costs |
|
|
(407 |
) |
|
|
(0.01 |
) |
|
|
|
|
|
|
|
|
|
2009 |
|
|
|
|
|
|
|
|
Cellulosic biofuel/alternative fuel mixture
credit |
|
$ |
32,890 |
|
|
$ |
0.72 |
|
|
The above items increased earnings by $22.7 million, or $0.49 per diluted share, in third
quarter of 2010 and increased earnings by $32.9 million, or $0.72 per diluted share, in the third
quarter of 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business Units |
|
Three months ended September 30 |
In millions |
|
Specialty Papers |
|
Composite Fibers |
|
Advanced Airlaid Materials |
|
Other and Unallocated |
|
Total |
|
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
2010 |
|
|
2009 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
217.3 |
|
|
|
$ |
211.6 |
|
|
$ |
103.7 |
|
|
|
$ |
100.7 |
|
|
$ |
58.0 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
379.1 |
|
|
|
$ |
312.4 |
|
Energy and related sales, net |
|
|
3.3 |
|
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.3 |
|
|
|
|
2.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenue |
|
|
220.6 |
|
|
|
|
213.8 |
|
|
|
103.7 |
|
|
|
|
100.7 |
|
|
|
58.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
382.4 |
|
|
|
|
314.5 |
|
Cost of products sold |
|
|
184.3 |
|
|
|
|
178.1 |
|
|
|
85.6 |
|
|
|
|
85.7 |
|
|
|
54.9 |
|
|
|
|
|
|
|
|
1.8 |
|
|
|
|
(31.8 |
) |
|
|
326.7 |
|
|
|
|
232.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
36.3 |
|
|
|
|
35.7 |
|
|
|
18.2 |
|
|
|
|
15.0 |
|
|
|
3.1 |
|
|
|
|
|
|
|
|
(1.8 |
) |
|
|
|
31.8 |
|
|
|
55.7 |
|
|
|
|
82.5 |
|
SG&A |
|
|
13.4 |
|
|
|
|
14.9 |
|
|
|
8.5 |
|
|
|
|
9.2 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
4.1 |
|
|
|
|
5.3 |
|
|
|
27.8 |
|
|
|
|
29.3 |
|
Gains on dispositions of plant,
equipment and timberlands |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
(0.2 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating income (loss) |
|
|
22.9 |
|
|
|
|
20.8 |
|
|
|
9.7 |
|
|
|
|
5.8 |
|
|
|
1.2 |
|
|
|
|
|
|
|
|
(5.7 |
) |
|
|
|
26.5 |
|
|
|
28.1 |
|
|
|
|
53.2 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6.6 |
) |
|
|
|
(4.0 |
) |
|
|
(6.6 |
) |
|
|
|
(4.0 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before
income taxes |
|
$ |
22.9 |
|
|
|
$ |
20.8 |
|
|
$ |
9.7 |
|
|
|
$ |
5.8 |
|
|
$ |
1.2 |
|
|
|
$ |
|
|
|
$ |
(12.3 |
) |
|
|
$ |
22.5 |
|
|
$ |
21.5 |
|
|
|
$ |
49.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net tons sold |
|
|
195.4 |
|
|
|
|
199.9 |
|
|
|
22.8 |
|
|
|
|
20.2 |
|
|
|
22.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240.3 |
|
|
|
|
220.1 |
|
Depreciation, depletion and
amortization |
|
$ |
8.9 |
|
|
|
$ |
10.6 |
|
|
$ |
5.7 |
|
|
|
$ |
6.1 |
|
|
$ |
2.0 |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
16.6 |
|
|
|
$ |
16.8 |
|
Capital expenditures |
|
|
5.1 |
|
|
|
|
2.1 |
|
|
|
2.7 |
|
|
|
|
3.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7.8 |
|
|
|
|
5.2 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The mathematical accuracy of certain amounts set forth above may be impacted by the rounding of the
individual line items.
GLATFELTER
-29-
Sales and Costs of Products Sold
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months |
|
|
|
|
ended September 30 |
|
|
In thousands |
|
2010 |
|
|
2009 |
|
Change |
Net sales |
|
$ |
379,097 |
|
|
|
$ |
312,358 |
|
|
$ |
66,739 |
|
Energy and related
sales net |
|
|
3,312 |
|
|
|
|
2,132 |
|
|
|
1,180 |
|
|
|
|
|
|
|
Total revenues |
|
|
382,409 |
|
|
|
|
314,490 |
|
|
|
67,919 |
|
Costs of products sold |
|
|
326,669 |
|
|
|
|
232,025 |
(1) |
|
|
94,644 |
|
|
|
|
|
|
|
Gross profit |
|
$ |
55,740 |
|
|
|
$ |
82,465 |
|
|
|
(26,725 |
) |
|
|
|
|
|
|
Gross profit as a
percent of Net sales |
|
|
14.7 |
% |
|
|
|
26.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes $33.0 million of alternative fuel mixture credits. |
The following table sets forth the contribution to consolidated net sales by each
business unit:
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
September 30 |
Percent of Total |
|
2010 |
|
|
2009 |
|
|
|
|
Business Unit |
|
|
|
|
|
|
|
|
|
Specialty Papers |
|
|
57.3 |
% |
|
|
|
67.8 |
% |
Composite Fibers |
|
|
27.4 |
|
|
|
|
32.2 |
|
Advanced Airlaid Material |
|
|
15.3 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
100.0 |
|
|
|
|
100.0 |
% |
|
|
|
|
Net sales for the third quarter of 2010 were $379.1 million, a 21.4% increase compared
with $312.4 million for the third quarter of 2009, reflecting stronger market conditions for
Composite Fibers and Specialty Papers products, as well as the top-line contributions of the
Advanced Airlaid Materials business unit.
In the Specialty Papers business unit, 2010 third quarter net sales increased $5.7 million, or
2.7%, to $217.3 million. The increase was primarily due to a $12.4 million benefit from higher
average selling prices partially offset by lower volumes in the quarter-over-quarter comparison.
Specialty Papers 2010 third quarter-operating profit increased $2.1 million compared with the
prior-year quarter as the benefit of higher selling prices was partially offset by $5.8 million of
higher raw material costs and $5.6 million of unfavorable operating and production activities
primarily due to a press roll failure.
The following table summarizes sales of excess power and related items for the third quarters
of 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands |
|
2010 |
|
|
2009 |
|
|
Change |
|
|
|
|
|
|
|
Energy sales |
|
$ |
3,850 |
|
|
|
$ |
5,127 |
|
|
|
$ |
(1,277 |
) |
Costs to produce |
|
|
(2,651 |
) |
|
|
|
(2,995 |
) |
|
|
|
344 |
|
|
|
|
|
|
|
|
|
|
Net |
|
|
1,199 |
|
|
|
|
2,132 |
|
|
|
|
(933 |
) |
Renewable energy credits |
|
|
2,113 |
|
|
|
|
|
|
|
|
|
2,113 |
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
3,312 |
|
|
|
$ |
2,132 |
|
|
|
$ |
1,180 |
|
|
|
|
|
|
|
|
In Composite Fibers, 2010 third quarter net sales were $103.7 million, an increase of
$3.0 million, or 3.0%, from the third quarter of 2009. The improvement in Composite Fibers net
sales reflects strengthening demand in all of its product lines as volumes shipped increased 13.2%.
Net sales increased despite an $8.5 million adverse impact from the translation of foreign
currencies and a $0.9 million impact of lower selling prices.
Composite Fibers operating profit increased $3.9 million, or 67.2%, in the quarter-to-quarter
comparison. Improved market conditions and business development initiatives increased shipping
volumes eliminating the need for market-driven down time together benefiting operating profit by
$2.5 million. In addition, improved operating efficiencies contributed $3.6 million more than
offset the net negative impact of higher fiber prices.
Advanced Airlaid Materials operating income was negatively impacted by an increase in fluff
pulp costs and a lag in related cost pass through arrangements. Operating income was also adversely
impacted by operating inefficiencies and a less favorable mix of products sold.
Pension Expense The following table summarizes the amounts of pension expense recognized for
the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
September 30 |
|
|
In thousands |
|
2010 |
|
|
2009 |
|
Change |
|
|
|
|
Recorded as: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of products sold |
|
$ |
1,703 |
|
|
|
$ |
1,254 |
|
|
$ |
449 |
|
SG&A expense |
|
|
491 |
|
|
|
|
604 |
|
|
|
(113 |
) |
|
|
|
|
|
|
Total |
|
$ |
2,194 |
|
|
|
$ |
1,858 |
|
|
$ |
336 |
|
|
|
|
|
The amount of pension expense or income recognized each year is determined using various
actuarial assumptions and certain other factors, including the fair value of our pension assets as
of the beginning of the year.
GLATFELTER
-30-
Selling, general and administrative (SG&A) expenses in the third quarter of 2010 totaled
$27.8 million, a $1.5 million decrease compared to the same quarter of 2009, as the additional SG&A
related to the inclusion of the Concerts results in 2010 were offset by lower incentive
compensation, legal and professional costs.
Income taxes For the third quarter of 2010, we recorded an income tax benefit of $17.9
million on $21.5 million of pretax income. The comparable amounts in the third quarter of 2009 were
income tax expense of $3.2 million on $49.2 million of pretax income. The benefit in 2010 was due
to $23.1 million of cellulosic biofuel credits, net, recorded in the third quarter of 2010. The
higher tax provision in 2009 was primarily due to the $33.0 million of alternative fuel mixture
credit earned in that period.
Foreign Currency We own and operate facilities in Canada, Germany, France, the United
Kingdom and the Philippines. The functional currency of our Canadian operations is the U.S. dollar.
However, in Germany and France it is the Euro, in the UK it is the British Pound Sterling, and in
the Philippines the currency is the Peso. During the third quarter of 2010, Euro functional
currency operations generated approximately 26.1% of our sales and 25.7% of operating expenses and
British Pound Sterling operations represented 8.4% of net sales and 8.2% of operating expenses. The
translation of the results from these international operations into U.S. dollars is subject to
changes in foreign currency exchange rates.
The table below summarizes the effect from foreign currency translation on third quarter of
2010 reported results compared to the third quarter of 2009:
|
|
|
|
|
|
|
Three months |
|
In thousands |
|
ended September 30 |
|
|
|
Favorable |
|
|
|
(unfavorable) |
|
Net sales |
|
$ |
(8,547 |
) |
Costs of products sold |
|
|
6,704 |
|
SG&A expenses |
|
|
574 |
|
Income taxes and other |
|
|
220 |
|
|
|
|
|
Net income |
|
$ |
(1,049 |
) |
|
The above table only presents the financial reporting impact of foreign currency
translations. It does not present the impact of certain competitive advantages or disadvantages of
operating or competing in multi-currency markets.
LIQUIDITY AND CAPITAL RESOURCES
Our business is capital intensive and requires significant expenditures for new or enhanced
equipment, for environmental compliance matters, to support our research and development efforts
and for our business strategy. The following table summarizes cash flow information for each of the
years presented:
|
|
|
|
|
|
|
|
|
|
|
|
Nine months ended |
|
|
September 30 |
In thousands |
|
2010 |
|
|
2009 |
|
|
|
|
Cash and cash equivalents at beginning of
period |
|
$ |
135,420 |
|
|
|
$ |
32,234 |
|
Cash provided by (used for) |
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
123,380 |
|
|
|
|
119,514 |
|
Investing activities |
|
|
(252,016 |
) |
|
|
|
21,874 |
|
Financing activities |
|
|
60,315 |
|
|
|
|
(62,696 |
) |
Effect of exchange rate changes on cash |
|
|
(3,766 |
) |
|
|
|
5,314 |
|
|
|
|
|
|
|
Net cash (used) provided |
|
|
(72,087 |
) |
|
|
|
84,006 |
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
63,333 |
|
|
|
$ |
116,240 |
|
|
|
|
|
As of September 30, 2010, we had $63.3 million in cash and cash equivalents and $218.3
million available under our revolving credit agreement. At the end of 2009, we had $135.4 million
of cash and $194.3 million available under our revolving credit agreement. Since the refinancing of
the revolving credit agreement in April 2010 and the collection of the $54.6 million tax refund
discussed below, we have not had any outstanding balances under the revolving credit agreement.
Operating cash flow improved by $3.9 million in the first nine months of 2010 compared to the
same period of 2009. Net cash provided by working capital and other items declined
$4.0 million in comparison
primarily due to cash used for accounts receivable and less cash generated from inventory
reductions. In addition, operating cash flow in the first nine months of 2010 benefited from the
collection of a $54.9 million tax refund related to alternative fuel mixture credits. In 2009 we funded an environmental payment associated with the Fox River matter using $6.5 million
in cash.
GLATFELTER
-31-
Net cash used by investing activities totaled $252.0 million in the first nine months of 2010
reflecting the Concert acquisition. Capital expenditures totaled $23.3 million and $16.7 million in
the first nine months of 2010 and 2009, respectively.
Net cash provided by financing activities totaled $60.3 million in the first nine months of
2010, reflecting increased borrowings to fund the Concert acquisition including the proceeds, net
of debt issue costs and original issue discount, from the issuance of $100.0 million of senior
notes, at 95% of par. In the comparable period of 2009 net cash used for financing activities
totaled $62.7 million, primarily reflecting reductions of debt including $34.0 million repaid in
connection with the unwinding of the 2003 timberland installment sale.
During the first nine months of 2010 and 2009 cash dividends paid on common stock totaled
$12.6 million and $12.4 million, respectively. Our Board of Directors determines what, if any,
dividends will be paid to our shareholders. Dividend payment decisions are based upon then-existing
factors and conditions and, therefore, historical trends of dividend payments are not necessarily
indicative of future payments.
The following table sets forth our outstanding long-term indebtedness:
|
|
|
|
|
|
|
|
|
|
|
|
Sept. 30, |
|
|
Dec. 31, |
In thousands |
|
2010 |
|
|
2009 |
|
|
|
|
Revolving credit facility, due April 2011 |
|
|
n/a |
|
|
|
$ |
|
|
Revolving credit facility, due May 2014 |
|
$ |
|
|
|
|
$ |
|
|
Term Loan, due April 2011 |
|
|
|
|
|
|
|
14,000 |
|
7⅛% Notes, due May 2016 |
|
|
200,000 |
|
|
|
|
200,000 |
|
7⅛% Notes, due May 2016 - net
of original issue
discount |
|
|
95,363 |
|
|
|
|
|
|
Term Loan, due January 2013 |
|
|
36,695 |
|
|
|
|
36,695 |
|
|
|
|
|
|
|
Total long-term debt |
|
|
332,058 |
|
|
|
|
250,695 |
|
Less current portion |
|
|
|
|
|
|
|
(13,759 |
) |
|
|
|
|
|
|
Long-term debt, net of current portion |
|
$ |
332,058 |
|
|
|
$ |
236,936 |
|
|
|
|
|
The significant terms of the debt obligations are set forth in Item 1 Financial
Statements Note 12. Although we do not have immediate intentions to make use of our credit
facility, we believe this agreement, and the banks that are party to it, provides us with ready
access to liquidity should we need it.
We are subject to loss contingencies resulting from regulation by various federal, state,
local and foreign governmental authorities with respect to the environmental impact of mills we
operate, or have operated. To comply with environmental laws and regulations, we have incurred
substantial capital and operating expenditures in past years. We anticipate that environmental
regulation of our operations will continue to become more burdensome and that capital and operating
expenditures necessary to comply with environmental regulations will continue, and perhaps
increase, in the future. In addition, we may incur obligations to remove or mitigate any adverse
effects on the environment resulting from our operations, including the restoration of natural
resources and liability for personal injury and for damages to property and natural resources. See
Item 1 Financial Statements Note 15 for a summary of significant environmental matters.
We expect to meet all of our near- and longer-term cash needs from a combination of operating
cash flow, cash and cash equivalents, our credit facility or other bank lines of credit and other
long-term debt. However, as discussed in Item 1 Financial Statements Note 15, an unfavorable
outcome of various environmental matters could have a material adverse impact on our consolidated
financial position, liquidity and/or results of operations.
Our credit agreement contains a number of customary compliance covenants. A breach of these
requirements would give rise to certain remedies under the credit agreement as amended, among which
are the termination of the agreement and accelerated repayment of the outstanding borrowings plus
accrued and unpaid interest under the credit facility. In addition, the Senior Notes contain cross
default provisions that could result in all such notes becoming due and payable in the event of a
failure to repay debt outstanding under the credit agreement at maturity or a default under the
credit agreement, that accelerates the debt outstanding thereunder. As of September 30, 2010, we
were not aware of any breach of any such requirements.
Off-Balance-Sheet Arrangements As of September 30, 2010 and December 31, 2009, we had not
entered into any off-balance-sheet arrangements. Financial derivative instruments, to which we are
a party, and guarantees of indebtedness, which solely consist of obligations of subsidiaries and a
partnership, are reflected in the condensed consolidated balance sheets included herein in Item 1
Financial Statements.
GLATFELTER
-32-
Outlook For Specialty Papers, we expect shipping volumes in the fourth quarter of 2010 to be
approximately five percent less than the third quarter of 2010 reflecting normal seasonality.
Selling prices and input costs are expected to remain substantially unchanged in the same
comparison; however, our mix of products sold is expected to be less favorable due to normal market
softening in the fourth quarter. In addition, we expect Specialty Papers fourth quarter 2010
results relative to the 2010 third quarter to be adversely impacted by normal seasonal downtime,
lower energy sales approximating $1 million, and additional LIFO related charges approximating $1
million.
For Composite Fibers, the Company anticipates shipping volumes, selling prices and input costs
in the fourth quarter of 2010 to be relatively in line with the third quarter of 2010. We also
expect contracted energy prices to be higher, along with a slightly extended normal seasonal outage
in December for maintenance work and inventory alignment as it enters 2011.
Shipping volumes for the Advanced Airlaid Materials business unit in the fourth quarter of
2010 are expected to be apprioximatelt 5% lower than the third quarter and input costs are expected
to remain in line. Selling prices are expected to be approximately $1.4 higher in the fourth
quarter as we will contractually pass on the impact of the higher input costs from prior periods.
Input costs are expected to be generally in line with third-quarter 2010 levels.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31 |
|
At September 30, 2010 |
Dollars in thousands |
|
2010 |
|
2011 |
|
2012 |
|
2013 |
|
2014 |
|
Carrying Value |
|
Fair Value |
|
Long-term debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average principal outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At fixed interest rates Bond |
|
$ |
300,000 |
|
|
$ |
300,000 |
|
|
$ |
300,000 |
|
|
$ |
300,000 |
|
|
$ |
300,000 |
|
|
$ |
295,363 |
|
|
$ |
300,250 |
|
At variable interest rates |
|
|
36,695 |
|
|
|
36,695 |
|
|
|
36,695 |
|
|
|
1,407 |
|
|
|
|
|
|
|
36,695 |
|
|
|
38,525 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
332,058 |
|
|
$ |
338,775 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
On fixed rate debt Bond |
|
|
7.13 |
% |
|
|
7.13 |
% |
|
|
7.13 |
% |
|
|
7.13 |
% |
|
|
7.13 |
% |
|
|
|
|
|
|
|
|
On variable rate debt |
|
|
1.66 |
|
|
|
1.66 |
|
|
|
1.66 |
|
|
|
1.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above presents average principal outstanding and related interest rates for
the next five years. The amounts set forth above for fixed rate bonds represent the coupon rate.
Such amounts include $100.0 million of bonds issued at a 5% original issue discount resulting in an
8.16% yield. Fair values included herein have been determined based upon rates currently available
to us for debt with similar terms and remaining maturities. Our market risk exposure primarily
results from changes in interest rates and currency exchange rates. At September 30, 2010, we had
long-term debt outstanding of $332.1 million, of which $36.7 million or 11.1% was at a variable
interest rate.
Variable-rate debt outstanding represents a cash collateralized borrowing incurred in
connection with the 2007 timberland installment sale that accrues interest based on 6 month LIBOR
plus a margin. At September 30, 2010, the interest rate paid on variable rate debt was 1.66%. A
hypothetical 100 basis point increase or decrease in the interest rate on variable rate debt would
increase or decrease annual interest expense by $0.4 million.
We are subject to certain risks associated with changes in foreign currency exchange rates to
the extent our operations are conducted in currencies other than the U.S. Dollar. During the first
nine months of 2010, Euro functional currency operations generated approximately 24.9% of our sales
and 23.8% of operating expenses and British Pound Sterling operations represented 8.8% of net sales
and 8.6% of operating expenses.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures Our chief executive officer and our principal
financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2010, have concluded
that, as of the evaluation date, our disclosure controls and procedures are effective.
Changes in Internal Controls On February 12, 2010, we completed the acquisition of Concert
Industries Corp. We are in the process of incorporating Concerts internal controls into our
control structure. We consider the ongoing integration of Concert a material change in our internal
control over financial reporting.
GLATFELTER
-33-
PART II
ITEM 1. LEGAL PROCEEDINGS
As more fully described herein in Part I, Item 1 Financial Statements Note 15 (Note 15), on
October 14, 2010, the United States and the State of Wisconsin in an action captioned United
States v. NCR Corp., No. 1:10-cv-910-WCG (the Action), commenced litigation against twelve
parties, including us, in the United States District Court for the Eastern District of Wisconsin.
The Action seeks to recover on claims under Superfund arising out of the presence of
polychlorinated biphenyls (PCBs) in sediments in the lower Fox River and in the Bay of Green
Bay Wisconsin (the Site). The United States and Wisconsin seek to recover from each of the
defendants, jointly and severally, all of the governments past costs of response, a declaration
as to liability for all of the governments future costs of response, and compensation for
natural resource damages, as well as injunctive relief to require remedial action with respect to
certain portions of the Site known as Operable Units 2-5.
For a complete discussion of this Action and the Site, refer to Note 15.
ITEM 6. EXHIBITS
The following exhibits are filed herewith or incorporated by reference as indicated.
|
|
|
31.1
|
|
Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 302(a) of
the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification of John P. Jacunski, Senior Vice President and
Chief Financial Officer of Glatfelter, pursuant to Section 302(a)
of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
|
|
|
32.2
|
|
Certification of John P. Jacunski, Senior Vice President and
Chief Financial Officer of Glatfelter, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
|
|
|
|
P. H. GLATFELTER COMPANY
(Registrant)
|
|
November 9, 2010 |
By |
/s/ David C. Elder
|
|
|
|
David C. Elder |
|
|
|
Corporate Controller |
|
|
GLATFELTER
-34-
EXHIBIT INDEX
|
|
|
31.1
|
|
Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 302(a) of
the Sarbanes-Oxley Act of 2002. |
|
|
|
31.2
|
|
Certification of John P. Jacunski, Senior Vice President and
Chief Financial Officer of Glatfelter, pursuant to Section
302(a) of the Sarbanes-Oxley Act of 2002. |
|
|
|
32.1
|
|
Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
|
|
|
32.2
|
|
Certification of John P. Jacunski, Senior Vice President and
Chief Financial Officer of Glatfelter, pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350. |
GLATFELTER
-35-