Condensed Consolidating Financial Statements | 17. 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 ended March 31, 2018 and 2017, our condensed consolidating balance sheets as of March 31, 2018 and December 31, 2017, and our condensed consolidating cash flows for the three months ended March 31, 2018 and 2017. Condensed Consolidating Statement of Income for the three months ended March 31, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 199,439 $ 20,013 $ 216,135 $ (24,940 ) $ 410,647 Energy and related sales, net 1,428 — — — 1,428 Total revenues 200,867 20,013 216,135 (24,940 ) 412,075 Costs of products sold 191,165 18,265 178,679 (24,940 ) 363,169 Gross profit 9,702 1,748 37,456 — 48,906 Selling, general and administrative expenses 20,437 2,005 14,621 — 37,063 Gain on dispositions of plant equipment and timberlands, net (438 ) (1,115 ) (1 ) — (1,554 ) Operating income (loss) (10,297 ) 858 22,836 — 13,397 Other non-operating income (expense) Interest expense (5,682 ) (455 ) (428 ) 1,370 (5,195 ) Interest income 146 1,244 34 (1,370 ) 54 Equity in earnings of subsidiaries 21,233 22,255 — (43,488 ) — Other, net (2,413 ) (3,263 ) 5,905 — 229 Total other non-operating income (expense) 13,284 19,781 5,511 (43,488 ) (4,912 ) Income before income taxes 2,987 20,639 28,347 (43,488 ) 8,485 Income tax provision (benefit) (2,729 ) (594 ) 6,092 — 2,769 Net income 5,716 21,233 22,255 (43,488 ) 5,716 Other comprehensive income 14,020 11,036 12,035 (23,071 ) 14,020 Comprehensive income $ 19,736 $ 32,269 $ 34,290 $ (66,559 ) $ 19,736 Condensed Consolidating Statement of Income for the three months ended March 31, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 205,771 $ 19,533 $ 185,887 $ (20,478 ) $ 390,713 Energy and related sales, net 1,129 — — — 1,129 Total revenues 206,900 19,533 185,887 (20,478 ) 391,842 Costs of products sold 185,246 18,586 152,859 (20,478 ) 336,213 Gross profit 21,654 947 33,028 — 55,629 Selling, general and administrative expenses 20,162 74 14,641 — 34,877 Loss on dispositions of plant equipment and timberlands, net 32 — — — 32 Operating income 1,460 873 18,387 — 20,720 Other non-operating income (expense) Interest expense (4,661 ) (113 ) (504 ) 1,270 (4,008 ) Interest income 149 1,161 73 (1,270 ) 113 Equity in earnings of subsidiaries 13,617 13,852 — (27,469 ) — Other, net 1,584 (2,206 ) 1,434 — 812 Total other non-operating income (expense) 10,689 12,694 1,003 (27,469 ) (3,083 ) Income before income taxes 12,149 13,567 19,390 (27,469 ) 17,637 Income tax provision (benefit) 546 (50 ) 5,538 — 6,034 Net income 11,603 13,617 13,852 (27,469 ) 11,603 Other comprehensive income 7,193 5,102 5,014 (10,116 ) 7,193 Comprehensive income $ 18,796 $ 18,719 $ 18,866 $ (37,585 ) $ 18,796 Condensed Consolidating Balance Sheet as of March 31, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Assets Cash and cash equivalents $ 1,022 $ 1,266 $ 114,989 $ - $ 117,277 Other current assets 250,524 237,841 296,093 (293,035 ) 491,423 Plant, equipment and timberlands, net 370,669 87,000 413,065 — 870,734 Investments in subsidiaries 842,154 667,419 — (1,509,573 ) — Other assets 142,088 — 143,090 — 285,178 Total assets $ 1,606,457 $ 993,526 $ 967,237 $ (1,802,608 ) $ 1,764,612 Liabilities and Shareholders' Equity Current liabilities $ 398,152 $ 67,660 $ 165,919 $ (293,035 ) $ 338,696 Long-term debt 371,036 65,000 58,095 — 494,131 Deferred income taxes 12,049 18,209 54,767 — 85,025 Other long-term liabilities 101,228 503 21,037 — 122,768 Total liabilities 882,465 151,372 299,818 (293,035 ) 1,040,620 Shareholders’ equity 723,992 842,154 667,419 (1,509,573 ) 723,992 Total liabilities and shareholders’ equity $ 1,606,457 $ 993,526 $ 967,237 $ (1,802,608 ) $ 1,764,612 Condensed Consolidating Balance Sheet as of December 31, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Assets Cash and cash equivalents $ 1,292 $ 720 $ 114,207 $ - $ 116,219 Other current assets 249,293 217,822 279,626 (277,989 ) 468,752 Plant, equipment and timberlands, net 375,231 80,992 409,520 — 865,743 Investments in subsidiaries 829,895 653,128 — (1,483,023 ) — Other assets 139,552 — 140,529 — 280,081 Total assets $ 1,595,263 $ 952,662 $ 943,882 $ (1,761,012 ) $ 1,730,795 Liabilities and Shareholders' Equity Current liabilities $ 402,787 $ 54,640 $ 167,738 $ (277,989 ) $ 347,176 Long-term debt 368,496 51,000 50,602 — 470,098 Deferred income taxes 14,081 16,814 52,676 — 83,571 Other long-term liabilities 100,971 313 19,738 — 121,022 Total liabilities 886,335 122,767 290,754 (277,989 ) 1,021,867 Shareholders’ equity 708,928 829,895 653,128 (1,483,023 ) 708,928 Total liabilities and shareholders’ equity $ 1,595,263 $ 952,662 $ 943,882 $ (1,761,012 ) $ 1,730,795 Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ (10,584 ) $ (980 ) $ 19,223 $ - $ 7,659 Investing activities Expenditures for purchases of plant, equipment and timberlands (8,251 ) (11,320 ) (6,997 ) — (26,568 ) Proceeds from disposals of plant, equipment and timberlands, net 539 1,156 — — 1,695 Advances of intercompany loans — (2,310 ) — 2,310 — Intercompany capital contributed — 20,000 (20,000 ) — — Other (28 ) — — — (28 ) Total investing activities (7,740 ) 7,526 (26,997 ) 2,310 (24,901 ) Financing activities Net (repayments) borrowings of long-term debt 2,388 14,000 6,098 — 22,486 Payment of dividends to shareholders (5,679 ) — — — (5,679 ) Borrowings of intercompany loans 2,310 — — (2,310 ) — Payment of intercompany dividend 20,000 (20,000 ) — — — Payments related to share-based compensation awards and other (965 ) — — — (965 ) Total financing activities 18,054 (6,000 ) 6,098 (2,310 ) 15,842 Effect of exchange rate on cash — — 2,458 — 2,458 Net increase (decrease) in cash (270 ) 546 782 — 1,058 Cash at the beginning of period 1,292 720 114,207 — 116,219 Cash at the end of period $ 1,022 $ 1,266 $ 114,989 $ — $ 117,277 Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ (19,330 ) $ (307 ) $ 27,839 $ (641 ) $ 7,561 Investing activities Expenditures for purchases of plant, equipment and timberlands (21,515 ) (9,551 ) (5,717 ) — (36,783 ) Repayments from intercompany loans — 8,000 — (8,000 ) — Advances of intercompany loans — (8,550 ) — 8,550 — Intercompany capital contributed — (400 ) — 400 — Total investing activities (21,515 ) (10,501 ) (5,717 ) 950 (36,783 ) Financing activities Net (repayments) borrowings of long-term debt 38,000 12,000 (13,954 ) — 36,046 Payment of dividends to shareholders (5,455 ) — — — (5,455 ) Repayments of intercompany loans — — (8,000 ) 8,000 — Borrowings of intercompany loans 8,550 — — (8,550 ) — Intercompany capital received — — 400 (400 ) — Payment of intercompany dividend — — (641 ) 641 — Payments related to share-based compensation awards and other (112 ) — — — (112 ) Total financing activities 40,983 12,000 (22,195 ) (309 ) 30,479 Effect of exchange rate on cash — — 526 — 526 Net increase in cash 138 1,192 453 — 1,783 Cash at the beginning of period 5,082 1,461 48,901 — 55,444 Cash at the end of period $ 5,220 $ 2,653 $ 49,354 $ — $ 57,227 |