Condensed Consolidating Financial Statements | 14. 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. (“CFNA”), Glatfelter Advance Materials N.A., Inc. (“GAMNA”), 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; or (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, for the three months and six months ended June 30, 2017 and 2016, our condensed consolidating balance sheets as of June 30, 2017 and December 31, 2016, and our condensed consolidating cash flows for the six months ended June 30, 2017 and 2016. Condensed Consolidating Statement of Income for the three months ended June 30, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 191,370 $ 23,052 $ 194,708 $ (21,788 ) $ 387,342 Energy and related sales, net 981 — — — 981 Total revenues 192,351 23,052 194,708 (21,788 ) 388,323 Costs of products sold 195,444 22,047 162,184 (21,788 ) 357,887 Gross profit (3,093 ) 1,005 32,524 — 30,436 Selling, general and administrative expenses 16,875 236 14,888 — 31,999 (Gain) loss on dispositions of plant equipment and timberlands, net 16 (74 ) — — (58 ) Operating income (loss) (19,984 ) 843 17,636 — (1,505 ) Other non-operating income (expense) Interest expense (5,182 ) (206 ) (437 ) 1,349 (4,476 ) Interest income 142 1,237 15 (1,349 ) 45 Equity in earnings of subsidiaries 18,801 19,249 — (38,050 ) — Other, net 534 (2,319 ) 1,636 — (149 ) Total other non-operating income (expense) 14,295 17,961 1,214 (38,050 ) (4,580 ) Income (loss) before income taxes (5,689 ) 18,804 18,850 (38,050 ) (6,085 ) Income tax provision (benefit) 25 3 (399 ) — (371 ) Net income (loss) (5,714 ) 18,801 19,249 (38,050 ) (5,714 ) Other comprehensive income 26,332 23,964 23,371 (47,335 ) 26,332 Comprehensive income $ 20,618 $ 42,765 $ 42,620 $ (85,385 ) $ 20,618 Condensed Consolidating Statement of Income for the six months ended June 30, 2017. In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 397,141 $ 42,585 $ 380,595 $ (42,266 ) $ 778,055 Energy and related sales, net 2,110 — — — 2,110 Total revenues 399,251 42,585 380,595 (42,266 ) 780,165 Costs of products sold 379,390 40,633 315,043 (42,266 ) 692,800 Gross profit 19,861 1,952 65,552 — 87,365 Selling, general and administrative expenses 37,246 310 29,529 — 67,085 (Gain) loss on dispositions of plant equipment and timberlands, net 48 (74 ) — — (26 ) Operating income (loss) (17,433 ) 1,716 36,023 — 20,306 Other non-operating income (expense) Interest expense (9,843 ) (319 ) (941 ) 2,619 (8,484 ) Interest income 291 2,398 88 (2,619 ) 158 Equity in earnings of subsidiaries 32,418 33,101 — (65,519 ) — Other, net 1,027 (4,525 ) 3,070 — (428 ) Total other non-operating income (expense) 23,893 30,655 2,217 (65,519 ) (8,754 ) Income before income taxes 6,460 32,371 38,240 (65,519 ) 11,552 Income tax provision (benefit) 571 (47 ) 5,139 — 5,663 Net income 5,889 32,418 33,101 (65,519 ) 5,889 Other comprehensive income 33,525 29,066 28,385 (57,451 ) 33,525 Comprehensive income $ 39,414 $ 61,484 $ 61,486 $ (122,970 ) $ 39,414 Condensed Consolidating Statement of Income for the three months ended June 30, 2016. In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 209,269 $ 17,561 $ 196,675 $ (17,092 ) $ 406,413 Energy and related sales, net 2,001 — — — 2,001 Total revenues 211,270 17,561 196,675 (17,092 ) 408,414 Costs of products sold 204,495 16,711 161,577 (17,092 ) 365,691 Gross profit 6,775 850 35,098 — 42,723 Selling, general and administrative expenses 22,622 (36 ) 14,605 — 37,191 Loss on dispositions of plant equipment and timberlands, net 2 — — — 2 Operating income (loss) (15,849 ) 886 20,493 — 5,530 Other non-operating income (expense) Interest expense (4,289 ) — (814 ) 1,150 (3,953 ) Interest income 169 1,001 41 (1,150 ) 61 Equity in earnings of subsidiaries 16,385 16,071 — (32,456 ) — Other, net (575 ) (1,421 ) 2,313 — 317 Total other non-operating income (expense) 11,690 15,651 1,540 (32,456 ) (3,575 ) Income (loss) before income taxes (4,159 ) 16,537 22,033 (32,456 ) 1,955 Income tax provision (benefit) (6,124 ) 152 5,962 — (10 ) Net income 1,965 16,385 16,071 (32,456 ) 1,965 Other comprehensive loss (11,539 ) (13,937 ) (13,490 ) 27,427 (11,539 ) Comprehensive income (loss) $ (9,574 ) $ 2,448 $ 2,581 $ (5,029 ) $ (9,574 ) Condensed Consolidating Statement of Income for the six months ended June 30, 2016. In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 427,157 $ 36,207 $ 381,141 $ (35,874 ) $ 808,631 Energy and related sales, net 2,667 — — — 2,667 Total revenues 429,824 36,207 381,141 (35,874 ) 811,298 Costs of products sold 396,454 34,761 315,391 (35,874 ) 710,732 Gross profit 33,370 1,446 65,750 — 100,566 Selling, general and administrative expenses 41,067 (221 ) 28,203 — 69,049 Loss on dispositions of plant equipment and timberlands, net 4 — 22 — 26 Operating income (loss) (7,701 ) 1,667 37,525 — 31,491 Other non-operating income (expense) Interest expense (8,704 ) — (1,601 ) 2,236 (8,069 ) Interest income 350 1,993 45 (2,236 ) 152 Equity in earnings of subsidiaries 29,257 27,825 — (57,082 ) — Other, net (1,117 ) (1,401 ) 2,135 — (383 ) Total other non-operating income (expense) 19,786 28,417 579 (57,082 ) (8,300 ) Income before income taxes 12,085 30,084 38,104 (57,082 ) 23,191 Income tax provision (benefit) (6,048 ) 827 10,279 — 5,058 Net income 18,133 29,257 27,825 (57,082 ) 18,133 Other comprehensive income (loss) 4,203 (384 ) (373 ) 757 4,203 Comprehensive income $ 22,336 $ 28,873 $ 27,452 $ (56,325 ) $ 22,336 Condensed Consolidating Balance Sheet as of June 30, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Assets Cash and cash equivalents $ 8,587 $ 3,080 $ 57,775 $ — $ 69,442 Other current assets 219,123 278,908 277,622 (304,886 ) 470,767 Plant, equipment and timberlands, net 384,846 58,075 395,086 — 838,007 Investments in subsidiaries 851,050 601,864 — (1,452,914 ) — Other assets 127,334 — 136,231 — 263,565 Total assets $ 1,590,940 $ 941,927 $ 866,714 $ (1,757,800 ) $ 1,641,781 Liabilities and Shareholders' Equity Current liabilities $ 447,573 $ 52,294 $ 144,785 $ (304,888 ) $ 339,764 Long-term debt 338,991 39,000 53,503 — 431,494 Deferred income taxes 13,083 (729 ) 48,361 — 60,715 Other long-term liabilities 106,263 312 18,201 — 124,776 Total liabilities 905,910 90,877 264,850 (304,888 ) 956,749 Shareholders’ equity 685,030 851,050 601,864 (1,452,912 ) 685,032 Total liabilities and shareholders’ equity $ 1,590,940 $ 941,927 $ 866,714 $ (1,757,800 ) $ 1,641,781 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 Statement of Cash Flows for the six months ended June 30, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ (12,072 ) $ (1,085 ) $ 42,606 $ (685 ) $ 28,764 Investing activities Expenditures for purchases of plant, equipment and timberlands (40,739 ) (21,421 ) (8,887 ) — (71,047 ) Proceeds from disposals of plant, equipment and timberlands, net 8 75 — — 83 Repayments from intercompany loans — 12,000 — (12,000 ) — Advances of intercompany loans — (12,550 ) — 12,550 — Intercompany capital contributed — (400 ) — 400 — Total investing activities (40,731 ) (22,296 ) (8,887 ) 950 (70,964 ) Financing activities Net long-term borrowings 55,000 25,000 (16,292 ) — 63,708 Payment of dividends to shareholders (11,130 ) — — — (11,130 ) Repayments of intercompany loans — — (12,000 ) 12,000 — Borrowings of intercompany loans 12,550 — — (12,550 ) — Intercompany capital received — — 400 (400 ) — Payment of intercompany dividend — — (685 ) 685 — Payments related to share-based compensation awards and other (112 ) — — — (112 ) Total financing activities 56,308 25,000 (28,577 ) (265 ) 52,466 Effect of exchange rate on cash — — 3,732 — 3,732 Net increase in cash 3,505 1,619 8,874 — 13,998 Cash at the beginning of period 5,082 1,461 48,901 — 55,444 Cash at the end of period $ 8,587 $ 3,080 $ 57,775 $ — $ 69,442 Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2016 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ 17,067 $ 2,821 $ 16,752 $ — $ 36,640 Investing activities Expenditures for purchases of plant, equipment and timberlands (51,043 ) (18,861 ) (10,487 ) — (80,391 ) Proceeds from disposals of plant, equipment and timberlands, net 41 — 12 — 53 Repayments from intercompany loans — 7,500 — (7,500 ) — Advances of intercompany loans — (7,880 ) — 7,880 — Intercompany capital (contributed) returned (17,000 ) (500 ) — 17,500 — Other (300 ) — — — (300 ) Total investing activities (68,302 ) (19,741 ) (10,475 ) 17,880 (80,638 ) Financing activities Net repayments of indebtedness — — 4,222 — 4,222 Payments of borrowing costs (51 ) — (85 ) — (136 ) Payment of dividends to shareholders (10,679 ) — — — (10,679 ) Repayments of intercompany loans — — (7,500 ) 7,500 — Borrowings of intercompany loans 7,880 — — (7,880 ) — Intercompany capital (returned) received — 17,000 500 (17,500 ) — Proceeds from government grants 2,443 2,000 — — 4,443 Payments related to share-based compensation awards and other (976 ) — — — (976 ) Total financing activities (1,383 ) 19,000 (2,863 ) (17,880 ) (3,126 ) Effect of exchange rate on cash — — 352 — 352 Net increase (decrease) in cash (52,618 ) 2,080 3,766 — (46,772 ) Cash at the beginning of period 59,130 465 45,709 — 105,304 Cash at the end of period $ 6,512 $ 2,545 $ 49,475 $ — $ 58,532 |