UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒ |
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2018
or
☐ |
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
96 South George Street, Suite 520
York, Pennsylvania 17401
(Address of principal executive offices)
(717) 225-4711
(Registrant's telephone number, including area code)
|
Commission file number |
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Exact name of registrant as specified in its charter |
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IRS Employer Identification No. |
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State or other jurisdiction of incorporation or organization |
|
|
1-03560 |
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P. H. Glatfelter Company |
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23-0628360 |
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Pennsylvania |
|
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 the past 90 days. Yes ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☒ |
|
Accelerated filer |
☐ |
||
Non-accelerated filer |
☐ |
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Smaller reporting company |
☐ |
||
|
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Emerging growth company |
☐ |
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|
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒.
Common Stock outstanding on October 29, 2018 totaled 43,782,109 shares.
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
REPORT ON FORM 10-Q
For the QUARTERLY PERIOD ENDED
September 30, 2018
Table of Contents
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Item 1 |
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2 |
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3 |
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Condensed Consolidated Balance Sheets as of September 30, 2018 and December 31, 2017 (unaudited) |
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4 |
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5 |
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Notes to Condensed Consolidated Financial Statements (unaudited) |
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6 |
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1. |
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6 |
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2. |
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6 |
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3. |
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7 |
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4. |
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7 |
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5. |
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8 |
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6. |
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10 |
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7. |
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10 |
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8. |
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11 |
9. |
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13 |
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10. |
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14 |
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11. |
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15 |
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12. |
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15 |
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13. |
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15 |
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14. |
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16 |
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15. |
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17 |
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16. |
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17 |
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17. |
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19 |
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18. |
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22 |
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19. |
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23 |
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Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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29 |
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Item 3 |
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38 |
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Item 4 |
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38 |
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39 |
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Item 6 |
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39 |
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39 |
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
|
|
Three months ended September 30 |
|
|
Nine months ended September 30 |
|
||||||||||
In thousands, except per share |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Net sales |
|
$ |
209,855 |
|
|
$ |
210,120 |
|
|
$ |
636,806 |
|
|
$ |
591,035 |
|
Costs of products sold |
|
|
179,983 |
|
|
|
172,745 |
|
|
|
537,073 |
|
|
|
485,783 |
|
Gross profit |
|
|
29,872 |
|
|
|
37,375 |
|
|
|
99,733 |
|
|
|
105,252 |
|
Selling, general and administrative expenses |
|
|
25,799 |
|
|
|
27,083 |
|
|
|
81,915 |
|
|
|
81,530 |
|
Gains on dispositions of plant, equipment and timberlands, net |
|
|
(249 |
) |
|
|
(93 |
) |
|
|
(1,939 |
) |
|
|
(168 |
) |
Operating income |
|
|
4,322 |
|
|
|
10,385 |
|
|
|
19,757 |
|
|
|
23,890 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(3,965 |
) |
|
|
(3,324 |
) |
|
|
(11,237 |
) |
|
|
(10,025 |
) |
Interest income |
|
|
147 |
|
|
|
51 |
|
|
|
227 |
|
|
|
209 |
|
Other, net |
|
|
2,253 |
|
|
|
(387 |
) |
|
|
1,131 |
|
|
|
(558 |
) |
Total non-operating expense |
|
|
(1,565 |
) |
|
|
(3,660 |
) |
|
|
(9,879 |
) |
|
|
(10,374 |
) |
Income from continuing operations before income taxes |
|
|
2,757 |
|
|
|
6,725 |
|
|
|
9,878 |
|
|
|
13,516 |
|
Income tax provision |
|
|
3,462 |
|
|
|
1,680 |
|
|
|
7,037 |
|
|
|
4,429 |
|
Income (loss) from continuing operations |
|
|
(705 |
) |
|
|
5,045 |
|
|
|
2,841 |
|
|
|
9,087 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
(114,656 |
) |
|
|
9,661 |
|
|
|
(128,714 |
) |
|
|
14,422 |
|
Income tax provision (benefit) |
|
|
(19,530 |
) |
|
|
2,601 |
|
|
|
(28,361 |
) |
|
|
5,515 |
|
Income (loss) from discontinued operations |
|
|
(95,126 |
) |
|
|
7,060 |
|
|
|
(100,353 |
) |
|
|
8,907 |
|
Net income (loss) |
|
$ |
(95,831 |
) |
|
$ |
12,105 |
|
|
$ |
(97,512 |
) |
|
$ |
17,994 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Basic earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
(0.02 |
) |
|
$ |
0.12 |
|
|
$ |
0.06 |
|
|
$ |
0.21 |
|
Income (loss) from discontinued operations |
|
|
(2.17 |
) |
|
|
0.16 |
|
|
|
(2.29 |
) |
|
|
0.20 |
|
Basic earnings (loss) per share |
|
$ |
(2.19 |
) |
|
$ |
0.28 |
|
|
$ |
(2.23 |
) |
|
$ |
0.41 |
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
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Diluted earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations |
|
$ |
(0.02 |
) |
|
$ |
0.11 |
|
|
$ |
0.06 |
|
|
$ |
0.21 |
|
Income (loss) from discontinued operations |
|
|
(2.17 |
) |
|
|
0.16 |
|
|
|
(2.29 |
) |
|
$ |
0.20 |
|
Diluted earnings (loss) per share |
|
$ |
(2.19 |
) |
|
$ |
0.27 |
|
|
$ |
(2.23 |
) |
|
$ |
0.41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends declared per common share |
|
$ |
0.13 |
|
|
$ |
0.13 |
|
|
$ |
0.39 |
|
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Weighted average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
43,792 |
|
|
|
43,617 |
|
|
|
43,754 |
|
|
|
43,601 |
|
Diluted |
|
|
43,792 |
|
|
|
44,182 |
|
|
|
43,754 |
|
|
|
44,410 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 2 -
GLATFELTER
09.30.18 Form 10-Q
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
|
|
Three months ended September 30 |
|
|
Nine months ended September 30 |
|
||||||||||
In thousands |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Net income (loss) |
|
$ |
(95,831 |
) |
|
$ |
12,105 |
|
|
$ |
(97,512 |
) |
|
$ |
17,994 |
|
Foreign currency translation adjustments |
|
|
(3,217 |
) |
|
|
16,559 |
|
|
|
(23,693 |
) |
|
|
50,128 |
|
Net change in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred gains (losses) on cash flow hedges, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of $(582), $111, $(1,718) and $2,031, respectively |
|
|
1,616 |
|
|
|
(1,514 |
) |
|
|
4,363 |
|
|
|
(6,111 |
) |
Unrecognized retirement obligations, net of taxes |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
of $(1,932), $(1,340), $(3,874) and $(4,018), respectively |
|
|
21,572 |
|
|
|
2,285 |
|
|
|
27,668 |
|
|
|
6,838 |
|
Other comprehensive income |
|
|
19,971 |
|
|
|
17,330 |
|
|
|
8,338 |
|
|
|
50,855 |
|
Comprehensive income (loss) |
|
$ |
(75,860 |
) |
|
$ |
29,435 |
|
|
$ |
(89,174 |
) |
|
$ |
68,849 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 3 -
GLATFELTER
09.30.18 Form 10-Q
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
|
September 30 |
|
|
December 31 |
|
||
In thousands |
2018 |
|
|
2017 |
|
||
Assets |
|
|
|
|
|
|
|
Cash and cash equivalents |
$ |
234,070 |
|
|
$ |
116,219 |
|
Accounts receivable, net |
|
117,584 |
|
|
|
110,586 |
|
Inventories |
|
170,986 |
|
|
|
136,201 |
|
Prepaid expenses and other current assets |
|
30,245 |
|
|
|
32,013 |
|
Current assets held for sale |
|
188,322 |
|
|
|
189,952 |
|
Total current assets |
|
741,207 |
|
|
|
584,971 |
|
|
|
|
|
|
|
|
|
Plant, equipment and timberlands, net |
|
497,568 |
|
|
|
515,183 |
|
Goodwill |
|
79,882 |
|
|
|
82,744 |
|
Intangible assets, net |
|
53,444 |
|
|
|
58,859 |
|
Other assets |
|
106,943 |
|
|
|
81,127 |
|
Noncurrent assets held for sale |
|
271,731 |
|
|
|
407,911 |
|
Total assets |
$ |
1,750,775 |
|
|
$ |
1,730,795 |
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
|
Current portion of long-term debt |
$ |
10,904 |
|
|
$ |
11,298 |
|
Accounts payable |
|
103,432 |
|
|
|
113,212 |
|
Dividends payable |
|
5,696 |
|
|
|
5,678 |
|
Environmental liabilities |
|
26,000 |
|
|
|
28,500 |
|
Other current liabilities |
|
74,203 |
|
|
|
75,668 |
|
Current liabilities held for sale |
|
110,163 |
|
|
|
112,820 |
|
Total current liabilities |
|
330,398 |
|
|
|
347,176 |
|
|
|
|
|
|
|
|
|
Long-term debt |
|
635,406 |
|
|
|
470,098 |
|
Deferred income taxes |
|
56,599 |
|
|
|
83,571 |
|
Other long-term liabilities |
|
80,946 |
|
|
|
79,649 |
|
Long-term liabilities held for sale |
|
40,480 |
|
|
|
41,373 |
|
Total liabilities |
|
1,143,829 |
|
|
|
1,021,867 |
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Shareholders’ equity |
|
|
|
|
|
|
|
Common stock |
|
544 |
|
|
|
544 |
|
Capital in excess of par value |
|
64,329 |
|
|
|
62,594 |
|
Retained earnings |
|
856,118 |
|
|
|
948,411 |
|
Accumulated other comprehensive loss |
|
(154,635 |
) |
|
|
(140,675 |
) |
|
|
766,356 |
|
|
|
870,874 |
|
Less cost of common stock in treasury |
|
(159,410 |
) |
|
|
(161,946 |
) |
Total shareholders’ equity |
|
606,946 |
|
|
|
708,928 |
|
Total liabilities and shareholders’ equity |
$ |
1,750,775 |
|
|
$ |
1,730,795 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 4 -
GLATFELTER
09.30.18 Form 10-Q
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
|
Nine months ended September 30 |
|
|||||
In thousands |
2018 |
|
|
2017 |
|
||
Operating activities |
|
|
|
|
|
|
|
Net income (loss) |
$ |
(97,512 |
) |
|
$ |
17,994 |
|
(Income) loss from discontinued operations, net of tax benefits |
|
100,353 |
|
|
|
(8,907 |
) |
|
|
|
|
|
|
|
|
Adjustments to reconcile to net cash provided by continuing operations: |
|
|
|
|
|
|
|
Depreciation, depletion and amortization |
|
34,731 |
|
|
|
30,276 |
|
Amortization of debt issue costs and original issue discount |
|
870 |
|
|
|
868 |
|
Deferred income tax benefit |
|
(5,466 |
) |
|
|
(1,233 |
) |
Gains on dispositions of plant, equipment and timberlands, net |
|
(1,939 |
) |
|
|
(168 |
) |
Share-based compensation |
|
4,594 |
|
|
|
4,331 |
|
Change in operating assets and liabilities |
|
|
|
|
|
|
|
Accounts receivable |
|
(10,421 |
) |
|
|
(16,125 |
) |
Inventories |
|
(40,314 |
) |
|
|
(4,051 |
) |
Prepaid and other current assets |
|
(2,935 |
) |
|
|
(3,280 |
) |
Accounts payable |
|
(2,019 |
) |
|
|
6,099 |
|
Accruals and other current liabilities |
|
3,768 |
|
|
|
(2,756 |
) |
Other |
|
78 |
|
|
|
(2,547 |
) |
Net cash (used) provided by operating activities from continuing operations |
|
(16,212 |
) |
|
|
20,501 |
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
Expenditures for purchases of plant, equipment and timberlands |
|
(32,155 |
) |
|
|
(57,978 |
) |
Proceeds from disposals of plant, equipment and timberlands, net |
|
2,073 |
|
|
|
209 |
|
Other |
|
(68 |
) |
|
|
(100 |
) |
Net cash used by investing activities from continuing operations |
|
(30,150 |
) |
|
|
(57,869 |
) |
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
Net borrowings under revolving credit facility |
|
174,761 |
|
|
|
96,534 |
|
Repayment of term loans |
|
(8,373 |
) |
|
|
(6,947 |
) |
Payments of dividends |
|
(17,064 |
) |
|
|
(16,805 |
) |
Payments related to share-based compensation awards and other |
|
(1,008 |
) |
|
|
(128 |
) |
Net cash provided by financing activities from continuing operations |
|
148,316 |
|
|
|
72,654 |
|
Effect of exchange rate changes on cash |
|
(3,931 |
) |
|
|
5,448 |
|
Net increase in cash and cash equivalents |
|
98,023 |
|
|
|
40,734 |
|
Change in cash and cash equivalents from discontinued operations |
|
19,828 |
|
|
|
(11,891 |
) |
Cash and cash equivalents at the beginning of period |
|
116,219 |
|
|
|
55,444 |
|
Cash and cash equivalents at the end of period |
$ |
234,070 |
|
|
$ |
84,287 |
|
|
|
|
|
|
|
|
|
Supplemental cash flow information |
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
Interest, net of amounts capitalized |
$ |
7,213 |
|
|
$ |
6,521 |
|
Income taxes, net |
|
11,001 |
|
|
|
7,567 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
- 5 -
GLATFELTER
09.30.18 Form 10-Q
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. |
P. H. Glatfelter Company and subsidiaries is a leading global supplier of high-quality, innovative and customizable solutions found in tea and single-serve coffee filtration, personal hygiene and packaging products as well as home improvement and industrial applications. We are headquartered in York, PA, and operate facilities in the United States, Canada, Germany, France, the United Kingdom and the Philippines. We have sales and distribution offices in the U.S., Europe, Russia and China and our products are marketed worldwide, either directly to customers or through brokers and agents. The terms “we,” “us,” “our,” “the Company,” or “Glatfelter,” refer to P. H. Glatfelter Company and subsidiaries unless the context indicates otherwise.
2. |
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”) and pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. 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 2017 Annual Report on Form 10-K.
Discontinued Operations The results of operations for our Specialty Papers Business Unit have been classified as discontinued operations for all periods presented in the condensed consolidated statements of income. In addition, the related assets and liabilities of this business unit have been classified as held for sale in the condensed consolidated balance sheets for all periods presented.
Reclassification As a result of adopting the provisions of Accounting Standards Update (“ASU”) No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Cost we reclassified certain amounts of periodic benefit expense for previously reported periods from Cost of products sold and Selling, general and administrative expense to Non-operating Expense.
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.
Revenue Recognition We adopted ASU No. 2014-09, Revenue from Contracts with Customers in the first quarter of 2018. This ASU clarifies the principles for recognizing revenue and establishes expanded disclosure requirements; however, the adoption of ASU No. 2014-09 had no impact on the timing or amount of revenue recognized for any period presented. Refer to Note 4 for additional information about the disaggregation of our net sales.
Our revenue is earned primarily from the manufacture and sale of engineered materials (“product sales”). Revenue is earned pursuant to contracts, supply agreements and other arrangements with a wide variety of customers. Our performance obligation is to produce a specified product according to technical specifications and, in substantially all instances, to deliver the product. Revenue from product sales is earned at a point in time. We recognize revenue on product sales when we have satisfied our performance obligation and control of the product has passed to the customer thereby entitling us to payment. With respect to substantially all arrangements for product sales, this is deemed to occur when title transfers in accordance with specified shipping terms.
The prices are fixed at the time the sales arrangement is entered into and payment terms are customary for similar arrangements in our industry. Many of our agreements include customary provisions for volume rebates, discounts and similar incentives. In addition, we are obligated for products that fail to meet agreed upon specification. Provisions for such items are estimated and recorded as sales deductions in the period in which the related revenue is recognized.
Recently Issued Accounting Pronouncements In February 2018, the FASB issued ASU No. 2018-02, “Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income. (“ASU No. 2018-02”).” In December 2017, Tax Cuts and Jobs Act (“TCJA”) was passed into law and, among other provisions, reduced the statutory federal tax rate from 35% to 21%. The change in the tax rate impacted the carrying value of deferred tax assets and liabilities. ASU No. 2018-02 allows a reclassification from accumulated other comprehensive income (“AOCI”) to retained earnings for stranded tax effects resulting from the TCJA. We elected to adopt ASU No. 2018-02 in the first quarter of 2018, and we reclassified $22.3 million of net deferred tax benefits from AOCI to Retained earnings.
- 6 -
GLATFELTER
09.30.18 Form 10-Q
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” This ASU will require organizations such as us that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The new guidance will be effective for annual periods beginning after December 15, 2018, and interim periods therein. Early adoption is permitted. We are in the process of assessing the impact this standard will have on us and expect to follow a modified retrospective method provided for under the standard. The adoption of this standard is not expected to have a material impact on our results of operations.
In August 2017, the FASB issued ASU No. 2017-12, "Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities" (“ASU No. 2017-12”), which simplifies the application of hedge accounting and more closely aligns hedge accounting with an entity’s risk management strategies. ASU No. 2017-12 also amends the manner in which hedge effectiveness may be performed and changes the presentation of hedge ineffectiveness in the financial statements. ASU No. 2017-12 is effective for us beginning January 1, 2019, with early adoption permitted. ASU No. 2017-12 requires a cumulative-effect adjustment for certain items upon adoption. We are currently evaluating the impact the adoption of ASU No. 2017-12 will have on our consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13 “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” that changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. Under the new guidance, an allowance is recognized based on an estimate of expected credit losses. This standard is effective for us in the first quarter of 2020 and must be adopted using a modified retrospective approach. We are currently assessing the impact this standard may have on our results of operations and financial position.
3. |
On October 1, 2018, we completed our acquisition of Georgia-Pacific’s European nonwovens business (the “GP Business”) for $186 million including a working capital adjustment and subject to customary post-closing purchase price adjustments.
The acquisition consisted of Georgia-Pacific’s operations located in Steinfurt, Germany, along with sales offices located in France and Italy. The Steinfurt facility produces high-quality airlaid products for the table-top, wipes, hygiene, food pad, and other nonwoven materials markets, competing in the marketplace with nonwoven technologies and substrates, as well as other materials focused primarily on consumer based end-use applications. The facility is a state-of-the-art, 32,000-metric-ton-capacity manufacturing facility that employs approximately 220 people. Steinfurt’s results will be reported
prospectively from the acquisition date as part of our Advanced Airlaid Materials business unit.
In 2017, the GP Business had net sales of $99 million. We financed the transaction through a combination of cash on hand and borrowings under our revolving credit facility. We have not provided the additional disclosure requirements required under ASC No. 805 “Business Combinations” as it was deemed impractical to do so considering the recent timing of the transaction.
4. |
The following tables set forth disaggregated information pertaining to our net sales:
|
|
Three months ended September 30 |
|
|
Nine months ended September 30 |
|
|
||||||||||
In thousands |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
|
||||
Composite Fibers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Food & beverage |
|
$ |
68,534 |
|
|
$ |
66,539 |
|
|
$ |
209,117 |
|
|
$ |
194,575 |
|
|
Wallcovering |
|
|
26,135 |
|
|
|
28,365 |
|
|
|
82,056 |
|
|
|
76,993 |
|
|
Technical specialties |
|
|
20,615 |
|
|
|
21,309 |
|
|
|
63,182 |
|
|
|
56,692 |
|
|
Composite laminates |
|
|
10,544 |
|
|
|
10,558 |
|
|
|
28,902 |
|
|
|
28,652 |
|
|
Metallized |
|
|
13,348 |
|
|
|
15,578 |
|
|
|
40,450 |
|
|
|
43,678 |
|
|
|
|
|
139,176 |
|
|
|
142,349 |
|
|
|
423,707 |
|
|
|
400,590 |
|
|
Advanced Airlaid Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Feminine hygiene |
|
|
46,054 |
|
|
|
46,623 |
|
|
|
141,464 |
|
|
|
133,550 |
|
|
Specialty wipes |
|
|
11,104 |
|
|
|
8,899 |
|
|
|
29,366 |
|
|
|
21,941 |
|
|
Adult incontinence |
|
|
5,036 |
|
|
|
3,761 |
|
|
|
14,658 |
|
|
|
10,625 |
|
|
Home care |
|
|
4,009 |
|
|
|
3,715 |
|
|
|
11,911 |
|
|
|
9,642 |
|
|
Other |
|
|
4,476 |
|
|
|
4,773 |
|
|
|
15,700 |
|
|
|
14,687 |
|
|
|
|
|
70,679 |
|
|
|
67,771 |
|
|
|
213,099 |
|
|
|
190,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
209,855 |
|
|
$ |
210,120 |
|
|
$ |
636,806 |
|
|
$ |
591,035 |
|
|
|
|
Three months ended September 30 |
|
|
Nine months ended September 30 |
|
|
||||||||||
In thousands |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
|
||||
Composite Fibers |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe, Middle East and Africa |
|
$ |
87,870 |
|
|
$ |
91,944 |
|
|
$ |
274,442 |
|
|
$ |
259,532 |
|
|
Americas |
|
|
30,205 |
|
|
|
26,198 |
|
|
|
83,245 |
|
|
|
76,734 |
|
|
Asia Pacific |
|
|
21,101 |
|
|
|
24,207 |
|
|
|
66,020 |
|
|
|
64,324 |
|
|
|
|
|
139,176 |
|
|
|
142,349 |
|
|
|
423,707 |
|
|
|
400,590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advanced Airlaid Materials |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Europe, Middle East and Africa |
|
|
35,283 |
|
|
|
36,025 |
|
|
|
107,416 |
|
|
|
98,158 |
|
|
Americas |
|
|
34,899 |
|
|
|
31,297 |
|
|
|
104,027 |
|
|
|
91,229 |
|
|
Asia Pacific |
|
|
497 |
|
|
|
449 |
|
|
|
1,656 |
|
|
|
1,058 |
|
|
|
|
|
70,679 |
|
|
|
67,771 |
|
|
|
213,099 |
|
|
|
190,445 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
$ |
209,855 |
|
|
$ |
210,120 |
|
|
$ |
636,806 |
|
|
$ |
591,035 |
|
|
- 7 -
GLATFELTER
09.30.18 Form 10-Q
On October 31, 2018, we completed the previously announced sale of our Specialty Papers Business Unit on a cash free and debt free basis to Pixelle Specialty Solutions LLC, an affiliate of Lindsay Goldberg (the “Purchaser”) for $360 million. Cash proceeds from the sale were approximately $323 million in cash reflecting estimated purchase price adjustments as of the closing date and the assumption by the Purchaser of approximately $38 million in retiree healthcare liabilities. In addition, the Purchaser assumed approximately $220 million of pension liabilities relating to Specialty Papers’ employees and will receive approximately $270 million of related assets from the Company’s existing pension plan.
In connection with the sale of Specialty Papers, we entered into a Transition Services Agreement with Purchaser pursuant to which we agreed to provide various back-office and information technology support until the business is fully separated from us.
The following table sets forth a summary of discontinued operations included in the condensed consolidated statements of income:
|
|
Three months ended September 30 |
|
|
Nine months ended September 30 |
|
||||||||||
In thousands |
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
Net sales |
|
$ |
201,288 |
|
|
$ |
203,206 |
|
|
$ |
590,757 |
|
|
$ |
600,346 |
|
Energy and related sales, net |
|
|
844 |
|
|
|
1,236 |
|
|
|
3,217 |
|
|
|
3,346 |
|
Total revenues |
|
|
202,132 |
|
|
|
204,442 |
|
|
|
593,974 |
|
|
|
603,692 |
|
Costs of products sold |
|
|
181,628 |
|
|
|
188,076 |
|
|
|
572,820 |
|
|
|
569,840 |
|
Gross profit |
|
|
20,504 |
|
|
|
16,366 |
|
|
|
21,154 |
|
|
|
33,852 |
|
Selling, general and administrative expenses |
|
|
6,058 |
|
|
|
5,997 |
|
|
|
18,566 |
|
|
|
17,971 |
|
(Gains) losses on dispositions of plant, equipment and timberlands, net |
|
|
3 |
|
|
|
70 |
|
|
|
(440 |
) |
|
|
118 |
|
Operating income |
|
|
14,443 |
|
|
|
10,299 |
|
|
|
3,028 |
|
|
|
15,763 |
|
Non-operating income (expense) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
(2,281 |
) |
|
|
(1,221 |
) |
|
|
(6,017 |
) |
|
|
(3,005 |
) |
Other, net |
|
|
(1,174 |
) |
|
|
583 |
|
|
|
(81 |
) |
|
|
1,664 |
|
Impairment charge |
|
|
(125,644 |
) |
|
|
— |
|
|
|
(125,644 |
) |
|
|
— |
|
Income (loss) before income taxes |
|
|
(114,656 |
) |
|
|
9,661 |
|
|
|
(128,714 |
) |
|
|
14,422 |
|
Income tax provision (benefit) |
|
|
(19,530 |
) |
|
|
2,601 |
|
|
|
(28,361 |
) |
|
|
5,515 |
|
Income (loss) from discontinued operations |
|
$ |
(95,126 |
) |
|
$ |
7,060 |
|
|
$ |
(100,353 |
) |
|
$ |
8,907 |
|
The amounts presented above are derived from the segment reporting for Specialty Papers adjusted to include certain retirement benefit costs and to exclude corporate shared services costs which are required to remain in continuing operations. Interest expense was allocated to discontinued operations based on borrowings under the revolving credit facility required to be repaid with proceeds from the sale of Specialty Papers. The amounts set forth above include the recognition of a $1.8 million, pre-tax, pension curtailment charge related to the transfer and discontinuance of future service of Specialty Papers’ employees. We also recognized an impairment charge representing an estimate of the amount by which the carrying value of Specialty Papers’ net assets exceeded their fair value based on the estimated net proceeds to be received from the sale.
- 8 -
GLATFELTER
09.30.18 Form 10-Q
The following table sets forth the carrying amounts of Specialty Papers’ major asset and liabilities, which were classified as held for sale in the condensed consolidated balance sheets:
|
September 30 |
|
|
December 31 |