Condensed Consolidating Financial Statements | 23. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS Our 5.375% Notes issued by P. H. Glatfelter Company (the “Parent”) are fully and unconditionally guaranteed, on a joint and several basis, by certain of our 100%-owned domestic subsidiaries, PHG Tea Leaves, Inc., Mollanvick, Inc., Glatfelter Composite Fibers N. A., Inc., Glatfelter Advance Materials N.A., Inc., and Glatfelter Holdings, LLC. The guarantees are subject to certain customary release provisions including i) the designation of such subsidiary as an unrestricted or excluded subsidiary; (ii) in connection with any sale or disposition of the capital stock of the subsidiary guarantor; and (iii) upon our exercise of our legal defeasance option or our covenant defeasance option, all of which are more fully described in the Indenture dated as of October 3, 2012 and the First Supplemental Indenture dated as of October 27, 2015, among us, the Guarantors and US Bank National Association, as Trustee, relating to the 5.375% Notes. The following presents our condensed consolidating statements of income, including comprehensive income and cash flows for the years ended December 31, 2016, 2015 and 2014 and our condensed consolidating balance sheets as of December 31, 2016 and 2015. Condensed Consolidating Statement of Income for the year ended December 31, 2016 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 843,582 $ 75,000 $ 755,860 $ (69,645 ) $ 1,604,797 Energy and related sales, net 6,141 — — — 6,141 Total revenues 849,723 75,000 755,860 (69,645 ) 1,610,938 Costs of products sold 763,109 70,991 627,880 (69,645 ) 1,392,335 Gross profit 86,614 4,009 127,980 — 218,603 Selling, general and administrative expenses 133,387 (156 ) 57,463 — 190,694 Loss on dispositions of plant equipment and timberlands, net 177 — 39 — 216 Operating income (loss) (46,950 ) 4,165 70,478 — 27,693 Other non-operating income (expense) Interest expense (17,436 ) (41 ) (3,060 ) 4,715 (15,822 ) Interest income 687 4,177 57 (4,715 ) 206 Equity in earnings of subsidiaries 61,007 58,347 — (119,354 ) — Other, net (2,312 ) (3,966 ) 5,007 — (1,271 ) Total other non-operating income (expense) 41,946 58,517 2,004 (119,354 ) (16,887 ) Income (loss) before income taxes (5,004 ) 62,682 72,482 (119,354 ) 10,806 Income tax provision (benefit) (26,558 ) 1,675 14,135 — (10,748 ) Net income 21,554 61,007 58,347 (119,354 ) 21,554 Other comprehensive loss (14,120 ) (25,916 ) (25,176 ) 51,092 (14,120 ) Comprehensive income $ 7,434 $ 35,091 $ 33,171 $ (68,262 ) $ 7,434 Condensed Consolidating Statement of Income for the year ended December 31, 2015 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 875,026 $ 84,704 $ 779,380 $ (78,026 ) $ 1,661,084 Energy and related sales, net 5,664 — — — 5,664 Total revenues 880,690 84,704 779,380 (78,026 ) 1,666,748 Costs of products sold 811,329 80,455 650,025 (78,026 ) 1,463,783 Gross profit 69,361 4,249 129,355 — 202,965 Selling, general and administrative expenses 71,751 821 55,134 — 127,706 Gain on dispositions of plant equipment and timberlands, net (19,720 ) (1,183 ) (210 ) — (21,113 ) Operating income 17,330 4,611 74,431 — 96,372 Other non-operating income (expense) Interest expense (18,147 ) — (36,859 ) 37,542 (17,464 ) Interest income 673 37,127 26 (37,543 ) 283 Equity in earnings of subsidiaries 61,946 24,737 — (86,683 ) — Other, net (3,389 ) (1,471 ) 4,245 — (615 ) Total other non-operating income (expense) 41,083 60,393 (32,588 ) (86,684 ) (17,796 ) Income before income taxes 58,413 65,004 41,843 (86,684 ) 78,576 Income tax provision (benefit) (6,162 ) 2,922 17,241 — 14,001 Net income 64,575 62,082 24,602 (86,684 ) 64,575 Other comprehensive income (loss) (35,616 ) (41,010 ) 29,680 11,330 (35,616 ) Comprehensive income $ 28,959 $ 21,072 $ 54,282 $ (75,354 ) $ 28,959 Condensed Consolidating Statement of Income for the year ended December 31, 2014 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 902,892 $ 78,077 $ 897,363 $ (75,917 ) $ 1,802,415 Energy and related sales, net 7,927 — — — 7,927 Total revenues 910,819 78,077 897,363 (75,917 ) 1,810,342 Costs of products sold 830,710 74,414 745,981 (75,917 ) 1,575,188 Gross profit 80,109 3,663 151,382 — 235,154 Selling, general and administrative expenses 67,086 1,765 64,384 — 133,235 Gain on dispositions of plant equipment and timberlands, net (3,545 ) (1,316 ) — — (4,861 ) Operating income 16,568 3,214 86,998 — 106,780 Other non-operating income (expense) Interest expense (19,105 ) — (102,571 ) 102,755 (18,921 ) Interest income 638 102,241 36 (102,756 ) 159 Equity in earnings of subsidiaries 67,590 (34,265 ) — (33,325 ) — Other, net (1,366 ) 317 414 — (635 ) Total other non-operating income (expense) 47,757 68,293 (102,121 ) (33,326 ) (19,397 ) Income (loss) before income taxes 64,325 71,507 (15,123 ) (33,326 ) 87,383 Income tax provision (benefit) (4,921 ) 3,916 19,142 — 18,137 Net income (loss) 69,246 67,591 (34,265 ) (33,326 ) 69,246 Other comprehensive income (loss) (79,513 ) (40,704 ) 28,840 11,864 (79,513 ) Comprehensive income (loss) $ (10,267 ) $ 26,887 $ (5,425 ) $ (21,462 ) $ (10,267 ) Condensed Consolidating Balance Sheet as of December 31, 2016 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Assets Cash and cash equivalents $ 5,082 $ 1,461 $ 48,901 $ — $ 55,444 Other current assets 206,002 256,289 242,187 (265,663 ) 438,815 Plant, equipment and timberlands, net 360,521 31,455 383,922 — 775,898 Investments in subsidiaries 789,565 540,029 — (1,329,594 ) — Other assets 123,010 — 128,092 — 251,102 Total assets $ 1,484,180 $ 829,234 $ 803,102 $ (1,595,257 ) $ 1,521,259 Liabilities and Shareholders' Equity Current liabilities $ 426,628 $ 26,085 $ 135,961 $ (265,663 ) $ 323,011 Long-term debt 283,686 14,000 65,961 — 363,647 Deferred income taxes 10,221 (729 ) 45,503 — 54,995 Other long-term liabilities 109,819 313 15,648 — 125,780 Total liabilities 830,354 39,669 263,073 (265,663 ) 867,433 Shareholders’ equity 653,826 789,565 540,029 (1,329,594 ) 653,826 Total liabilities and shareholders’ equity $ 1,484,180 $ 829,234 $ 803,102 $ (1,595,257 ) $ 1,521,259 Condensed Consolidating Balance Sheet as of December 31, 2015 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Assets Cash and cash equivalents $ 59,130 $ 465 $ 45,709 $ — $ 105,304 Other current assets 199,690 238,515 239,367 (230,509 ) 447,063 Plant, equipment and timberlands, net 286,334 1,114 411,416 — 698,864 Investments in subsidiaries 737,450 507,116 — (1,244,566 ) — Other assets 106,586 — 142,599 — 249,185 Total assets $ 1,389,190 $ 747,210 $ 839,091 $ (1,475,075 ) $ 1,500,416 Liabilities and Shareholders' Equity Current liabilities $ 363,037 $ 9,725 $ 162,081 $ (230,523 ) $ 304,320 Long-term debt 247,075 — 106,221 — 353,296 Deferred income taxes 28,561 (79 ) 47,976 — 76,458 Other long-term liabilities 87,270 — 15,825 — 103,095 Total liabilities 725,943 9,646 332,103 (230,523 ) 837,169 Shareholders’ equity 663,247 737,564 506,988 (1,244,552 ) 663,247 Total liabilities and shareholders’ equity $ 1,389,190 $ 747,210 $ 839,091 $ (1,475,075 ) $ 1,500,416 Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2016 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ 33,109 $ 1,275 $ 81,726 $ — $ 116,110 Investing activities Expenditures for purchases of plant, equipment and timberlands (104,595 ) (30,682 ) (24,881 ) — (160,158 ) Proceeds from disposals of plant, equipment and timberlands, net 41 — 29 — 70 Repayments from intercompany loans — 15,601 — (15,601 ) — Advances of intercompany loans — (18,330 ) — 18,330 — Intercompany capital contributed (17,000 ) (500 ) — 17,500 — Other (800 ) — — — (800 ) Total investing activities (122,354 ) (33,911 ) (24,852 ) 20,229 (160,888 ) Financing activities Net long-term borrowings 36,000 14,000 (35,886 ) — 14,114 Payments of borrowing costs (136 ) — — — (136 ) Payment of dividends to shareholders (21,589 ) — — — (21,589 ) Repayments of intercompany loans — — (15,601 ) 15,601 — Borrowings of intercompany loans 18,330 — — (18,330 ) — Intercompany capital (returned) received — 17,000 500 (17,500 ) — Payment of intercompany dividend — 632 (632 ) - — Proceeds from government grants 3,582 2,000 — — 5,582 Payments related to share-based compensation awards and other (990 ) — — — (990 ) Total financing activities 35,197 33,632 (51,619 ) (20,229 ) (3,019 ) Effect of exchange rate on cash — — (2,063 ) — (2,063 ) Net increase (decrease) in cash (54,048 ) 996 3,192 — (49,860 ) Cash at the beginning of period 59,130 465 45,709 — 105,304 Cash at the end of period $ 5,082 $ 1,461 $ 48,901 $ — $ 55,444 Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2015 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ 34,391 $ 627 $ 98,725 $ — $ 133,743 Investing activities Expenditures for purchases of plant, equipment and timberlands (65,265 ) (109 ) (34,515 ) — (99,889 ) Proceeds from disposals of plant, equipment and timberlands, net 22,741 1,213 505 — 24,459 Repayments from intercompany loans — 57,855 — (57,855 ) — Advances of intercompany loans — (49,230 ) — 49,230 — Intercompany capital (contributed) returned 10,100 (300 ) — (9,800 ) — Acquisitions, net of cash acquired — — (224 ) — (224 ) Other (1,600 ) — — — (1,600 ) Total investing activities (34,024 ) 9,429 (34,234 ) (18,425 ) (77,254 ) Financing activities Net repayments of indebtedness — — (24,650 ) — (24,650 ) Payments of borrowing costs (1,329 ) — — — (1,329 ) Payment of dividends to shareholders (20,443 ) — — — (20,443 ) Repayments of intercompany loans (9,158 ) — (48,697 ) 57,855 — Borrowings of intercompany loans 49,230 — — (49,230 ) — Intercompany capital (returned) received — (10,100 ) 300 9,800 — Proceeds from government grants 421 — — — 421 Payments related to share-based compensation awards and other (2,166 ) — 151 — (2,015 ) Total financing activities 16,555 (10,100 ) (72,896 ) 18,425 (48,016 ) Effect of exchange rate on cash — — (3,006 ) — (3,006 ) Net decrease in cash 16,922 (44 ) (11,411 ) — 5,467 Cash at the beginning of period 42,208 509 57,120 — 99,837 Cash at the end of period $ 59,130 $ 465 $ 45,709 $ — $ 105,304 Condensed Consolidating Statement of Cash Flows for the year ended December 31, 2014 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ 36,240 $ 4,159 $ 59,178 $ — $ 99,577 Investing activities Expenditures for plant, equipment and timberlands (34,518 ) — (31,528 ) — (66,046 ) Proceeds from disposal plant, equipment and timberlands, net 3,707 1,355 10 — 5,072 Repayments from intercompany loans — 20,840 — (20,840 ) — Advances of intercompany loans (12,671 ) (26,340 ) — 39,011 — Acquisitions, net of cash acquired — — (8,015 ) — (8,015 ) Other (600 ) — — — (600 ) Total investing activities (44,082 ) (4,145 ) (39,533 ) 18,171 (69,589 ) Financing activities Net proceeds from indebtedness — — (18,128 ) — (18,128 ) Payments of note offering costs — — — — — Payment of dividends to shareholders (18,696 ) — — — (18,696 ) Repurchases of common stock (12,180 ) — — — (12,180 ) Repayments of intercompany loans — — (20,840 ) 20,840 — Borrowings of intercompany loans 26,340 — 12,671 (39,011 ) — Payments related to share-based compensation awards and other (1,630 ) — (247 ) — (1,877 ) Total financing activities (6,166 ) — (26,544 ) (18,171 ) (50,881 ) Effect of exchange rate on cash — — (2,152 ) — (2,152 ) Net increase (decrease) in cash (14,008 ) 14 (9,051 ) — (23,045 ) Cash at the beginning of period 56,216 495 66,171 — 122,882 Cash at the end of period $ 42,208 $ 509 $ 57,120 $ — $ 99,837 |