Condensed Consolidating Financial Statements | 18. 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 six months ended June 30, 2018 and 2017, our condensed consolidating balance sheets as of June 30, 2018 and December 31, 2017, and our condensed consolidating cash flows for the six months ended June 30, 2018 and 2017. Condensed Consolidating Statement of Income for the three months ended June 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 190,032 $ 32,319 $ 208,579 $ (25,157 ) $ 405,773 Energy and related sales, net 944 — — — 944 Total revenues 190,976 32,319 208,579 (25,157 ) 406,717 Costs of products sold 203,339 31,097 175,835 (25,157 ) 385,114 Gross profit (loss) (12,363 ) 1,222 32,744 — 21,603 Selling, general and administrative expenses 16,971 (332 ) 14,922 — 31,561 (Gain) loss on dispositions of plant equipment and timberlands, net (22 ) (565 ) 8 — (579 ) Operating income (loss) (29,312 ) 2,119 17,814 — (9,379 ) Other non-operating income (expense) Interest expense (6,389 ) (585 ) (446 ) 1,606 (5,814 ) Interest income 133 1,446 53 (1,606 ) 26 Equity in earnings of subsidiaries 14,971 12,707 — (27,678 ) — Other, net 1,532 529 (2,318 ) — (257 ) Total other non-operating income (expense) 10,247 14,097 (2,711 ) (27,678 ) (6,045 ) Income (loss) before income taxes (19,065 ) 16,216 15,103 (27,678 ) (15,424 ) Income tax provision (benefit) (11,666 ) 1,267 2,374 — (8,025 ) Net income (loss) (7,399 ) 14,949 12,729 (27,678 ) (7,399 ) Other comprehensive income (loss) (25,653 ) (28,587 ) (28,149 ) 56,736 (25,653 ) Comprehensive income (loss) $ (33,052 ) $ (13,638 ) $ (15,420 ) $ 29,058 $ (33,052 ) Condensed Consolidating Statement of Income for the six months ended June 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ 389,471 $ 52,332 $ 424,714 $ (50,097 ) $ 816,420 Energy and related sales, net 2,372 — — — 2,372 Total revenues 391,843 52,332 424,714 (50,097 ) 818,792 Costs of products sold 394,504 49,362 354,514 (50,097 ) 748,283 Gross profit (loss) (2,661 ) 2,970 70,200 — 70,509 Selling, general and administrative expenses 37,408 1,673 29,543 — 68,624 (Gain) loss on dispositions of plant equipment and timberlands, net (460 ) (1,680 ) 7 — (2,133 ) Operating income (loss) (39,609 ) 2,977 40,650 — 4,018 Other non-operating income (expense) Interest expense (12,071 ) (1,040 ) (874 ) 2,976 (11,009 ) Interest income 279 2,690 87 (2,976 ) 80 Equity in earnings of subsidiaries 36,204 34,962 — (71,166 ) Other, net (881 ) (2,734 ) 3,587 — (28 ) Total other non-operating income (expense) 23,531 33,878 2,800 (71,166 ) (10,957 ) Income (loss) before income taxes (16,078 ) 36,855 43,450 (71,166 ) (6,939 ) Income tax provision (benefit) (14,395 ) 673 8,466 — (5,256 ) Net income (loss) (1,683 ) 36,182 34,984 (71,166 ) (1,683 ) Other comprehensive income (loss) (11,633 ) (17,551 ) (16,114 ) 33,665 (11,633 ) Comprehensive income (loss) $ (13,316 ) $ 18,631 $ 18,870 $ (37,501 ) $ (13,316 ) 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 196,145 22,047 162,184 (21,788 ) 358,588 Gross profit (3,794 ) 1,005 32,524 — 29,735 Selling, general and administrative expenses 16,421 236 14,888 — 31,545 (Gain) loss on dispositions of plant equipment and timberlands, net 16 (74 ) — — (58 ) Operating income (loss) (20,231 ) 843 17,636 — (1,752 ) 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 781 (2,319 ) 1,636 — 98 Total other non-operating income (expense) 14,542 17,961 1,214 (38,050 ) (4,333 ) 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 381,391 40,633 315,043 (42,266 ) 694,801 Gross profit 17,860 1,952 65,552 — 85,364 Selling, general and administrative expenses 36,583 310 29,529 — 66,422 (Gain) loss on dispositions of plant equipment and timberlands, net 48 (74 ) — — (26 ) Operating income (loss) (18,771 ) 1,716 36,023 — 18,968 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 2,365 (4,525 ) 3,070 — 910 Total other non-operating income (expense) 25,231 30,655 2,217 (65,519 ) (7,416 ) 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 Balance Sheet as of June 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Assets Cash and cash equivalents $ 1,201 $ 1,729 $ 104,259 $ - $ 107,189 Other current assets 262,122 256,018 295,167 (316,171 ) 497,136 Plant, equipment and timberlands, net 367,703 86,461 390,303 — 844,467 Investments in subsidiaries 837,670 652,335 — (1,490,005 ) — Other assets 144,794 — 143,511 — 288,305 Total assets $ 1,613,490 $ 996,543 $ 933,240 $ (1,806,176 ) $ 1,737,097 Liabilities and Shareholders' Equity Current liabilities $ 422,603 $ 81,975 $ 148,468 $ (316,171 ) $ 336,875 Long-term debt 394,462 67,000 48,715 — 510,177 Deferred income taxes 3,201 18,542 54,321 — 76,064 Other long-term liabilities 106,272 485 20,272 — 127,029 Total liabilities 926,538 168,002 271,776 (316,171 ) 1,050,145 Shareholders’ equity 686,952 828,541 661,464 (1,490,005 ) 686,952 Total liabilities and shareholders’ equity $ 1,613,490 $ 996,543 $ 933,240 $ (1,806,176 ) $ 1,737,097 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 six months ended June 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ (4,089 ) $ (114 ) $ 24,241 $ (20,000 ) $ 38 Investing activities Expenditures for purchases of plant, equipment and timberlands (13,414 ) (12,902 ) (10,628 ) — (36,944 ) Proceeds from disposals of plant, equipment and timberlands, net 598 1,785 1 — 2,384 Advances of intercompany loans — (3,445 ) — 3,445 — Intercompany capital contributed — (315 ) — 315 — Intercompany capital returned — 20,000 — (20,000 ) — Other (68 ) — — — (68 ) Total investing activities (12,884 ) 5,123 (10,627 ) (16,240 ) (34,628 ) Financing activities Net borrowings (repayments) of long-term debt 25,660 16,000 (647 ) — 41,013 Payment of dividends to shareholders (11,368 ) — — — (11,368 ) Borrowings of intercompany loans 3,445 — — (3,445 ) — Intercompany capital received — — 315 (315 ) — Intercompany capital returned — — (20,000 ) 20,000 — Payment of intercompany dividend — (20,000 ) — 20,000 — Proceeds from government grants 125 — — — 125 Payments related to share-based compensation awards and other (980 ) — — — (980 ) Total financing activities 16,882 (4,000 ) (20,332 ) 36,240 28,790 Effect of exchange rate on cash — — (3,230 ) — (3,230 ) Net increase (decrease) in cash (91 ) 1,009 (9,948 ) — (9,030 ) Cash at the beginning of period 1,292 720 114,207 — 116,219 Cash at the end of period $ 1,201 $ 1,729 $ 104,259 $ — $ 107,189 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 borrowings (repayments) of long-term debt 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 |