Condensed Consolidating Financial Statements | 19. 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; 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 nine months ended September 30, 2018 and 2017, our condensed consolidating balance sheets as of September 30, 2018 and December 31, 2017, and our condensed consolidating cash flows for the nine months ended September 30, 2018 and 2017. Condensed Consolidating Statement of Income for the three months ended September 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ - $ 35,285 $ 203,910 $ (29,340 ) $ 209,855 Costs of products sold 945 32,727 175,651 (29,340 ) 179,983 Gross profit (loss) (945 ) 2,558 28,259 — 29,872 Selling, general and administrative expenses 10,557 43 15,199 — 25,799 Gain on dispositions of plant equipment and timberlands, net — (249 ) — — (249 ) Operating income (loss) (11,502 ) 2,764 13,060 — 4,322 Other non-operating income (expense) Interest expense (4,439 ) (629 ) (446 ) 1,549 (3,965 ) Interest income 134 1,528 34 (1,549 ) 147 Equity in earnings of subsidiaries 13,217 10,783 — (24,000 ) — Other, net 341 1,077 835 — 2,253 Total other non-operating income (expense) 9,253 12,759 423 (24,000 ) (1,565 ) Income (loss) from continuing operations before income taxes (2,249 ) 15,523 13,483 (24,000 ) 2,757 Income tax provision (benefit) (1,544 ) 2,349 2,657 — 3,462 Income (loss) from continuing operations (705 ) 13,174 10,826 (24,000 ) (705 ) Discontinued operations: Income (loss) from discontinued operations before income taxes (114,656 ) — — — (114,656 ) Income tax provision (benefit) (19,530 ) — — — (19,530 ) Income (loss) from discontinued operations (95,126 ) — — — (95,126 ) Net income (loss) (95,831 ) 13,174 10,826 (24,000 ) (95,831 ) Other comprehensive income (loss) 19,971 (1,767 ) (3,187 ) 4,954 19,971 Comprehensive income (loss) $ (75,860 ) $ 11,407 $ 7,639 $ (19,046 ) $ (75,860 ) Condensed Consolidating Statement of Income for the nine months ended September 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ - $ 87,617 $ 628,624 $ (79,435 ) $ 636,806 Costs of products sold 4,254 82,089 530,165 (79,435 ) 537,073 Gross profit (loss) (4,254 ) 5,528 98,459 — 99,733 Selling, general and administrative expenses 35,457 1,716 44,742 — 81,915 (Gain) loss on dispositions of plant equipment and timberlands, net (17 ) (1,929 ) 7 — (1,939 ) Operating income (loss) (39,694 ) 5,741 53,710 — 19,757 Other non-operating income (expense) Interest expense (12,773 ) (1,670 ) (1,320 ) 4,526 (11,237 ) Interest income 413 4,219 121 (4,526 ) 227 Equity in earnings of subsidiaries 49,421 45,745 — (95,166 ) Other, net (1,634 ) (1,657 ) 4,422 — 1,131 Total other non-operating income (expense) 35,427 46,637 3,223 (95,166 ) (9,879 ) Income (loss) before income taxes (4,267 ) 52,378 56,933 (95,166 ) 9,878 Income tax provision (benefit) (7,108 ) 3,022 11,123 — 7,037 Income (loss) from continuing operations 2,841 49,356 45,810 (95,166 ) 2,841 Discontinued operations: Income (loss) from discontinued operations before income taxes (128,714 ) — — — (128,714 ) Income tax provision (benefit) (28,361 ) — — — (28,361 ) Income (loss) from discontinued operations (100,353 ) — — — (100,353 ) Net income (loss) (97,512 ) 49,356 45,810 (95,166 ) (97,512 ) Other comprehensive income (loss) 8,338 (19,318 ) (19,301 ) 38,619 8,338 Comprehensive income (loss) $ (89,174 ) $ 30,038 $ 26,509 $ (56,547 ) $ (89,174 ) Condensed Consolidating Statement of Income for the three months ended September 30, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ - $ 20,588 $ 211,331 $ (21,799 ) $ 210,120 Costs of products sold 1,596 19,525 173,423 (21,799 ) 172,745 Gross profit (1,596 ) 1,063 37,908 — 37,375 Selling, general and administrative Expenses 12,414 536 14,133 — 27,083 (Gain) loss on dispositions of plant equipment and timberlands, net 1 (114 ) 20 — (93 ) Operating income (loss) (14,011 ) 641 23,755 — 10,385 Other non-operating income (expense) Interest expense (4,018 ) (300 ) (436 ) 1,430 (3,324 ) Interest income 160 1,316 5 (1,430 ) 51 Equity in earnings of subsidiaries 17,880 18,096 — (35,976 ) — Other, net 589 (1,920 ) 944 — (387 ) Total other non-operating income (expense) 14,611 17,192 513 (35,976 ) (3,660 ) Income (loss) from continuing operations before income taxes 600 17,833 24,268 (35,976 ) 6,725 Income tax provision (benefit) (4,445 ) (47 ) 6,172 — 1,680 Income (loss) from continuing operations 5,045 17,880 18,096 (35,976 ) 5,045 Discontinued operations: Income from discontinued operations before income taxes 9,661 — — — 9,661 Income tax provision 2,601 — — — 2,601 Income from discontinued operations 7,060 — — — 7,060 Net income 12,105 17,880 18,096 (35,976 ) 12,105 Other comprehensive income 17,330 14,812 14,959 (29,771 ) 17,330 Comprehensive income $ 29,435 $ 32,692 $ 33,055 $ (65,747 ) $ 29,435 Condensed Consolidating Statement of Income for the nine months ended September 30, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net sales $ - $ 63,173 $ 591,926 $ (64,064 ) $ 591,035 Costs of products sold 1,223 60,158 488,466 (64,064 ) 485,783 Gross profit (1,223 ) 3,015 103,460 — 105,252 Selling, general and administrative Expenses 37,022 846 43,662 — 81,530 (Gain) loss on dispositions of plant equipment and timberlands, net — (188 ) 20 — (168 ) Operating income (loss) (38,245 ) 2,357 59,778 — 23,890 Other non-operating income (expense) Interest expense (12,078 ) (619 ) (1,377 ) 4,049 (10,025 ) Interest income 451 3,714 93 (4,049 ) 209 Equity in earnings of subsidiaries 50,298 51,197 — (101,495 ) — Other, net 1,873 (6,445 ) 4,014 — (558 ) Total other non-operating income (expense) 40,544 47,847 2,730 (101,495 ) (10,374 ) Income before income taxes 2,299 50,204 62,508 (101,495 ) 13,516 Income tax provision (benefit) (6,788 ) (94 ) 11,311 — 4,429 Income (loss) from continuing operations 9,087 50,298 51,197 (101,495 ) 9,087 Discontinued operations: Income from discontinued operations before income taxes 14,422 — — — 14,422 Income tax provision 5,515 — — — 5,515 Income from discontinued operations 8,907 — — — 8,907 Net income 17,994 50,298 51,197 (101,495 ) 17,994 Other comprehensive income 50,855 43,878 43,344 (87,222 ) 50,855 Comprehensive income $ 68,849 $ 94,176 $ 94,541 $ (188,717 ) $ 68,849 Condensed Consolidating Balance Sheet as of September 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Assets Cash and cash equivalents $ 1,735 $ 3,682 $ 228,653 $ — $ 234,070 Other current assets 87,635 273,697 301,068 (343,585 ) 318,815 Current assets held for sale 188,322 — — — 188,322 Plant, equipment and timberlands, net 24,618 86,722 386,228 — 497,568 Investments in subsidiaries 848,832 659,978 — (1,508,810 ) — Other assets 99,394 — 140,875 — 240,269 Noncurrent assets held for sale 271,731 — — — 271,731 Total assets $ 1,522,267 $ 1,024,079 $ 1,056,824 $ (1,852,395 ) $ 1,750,775 Liabilities and Shareholders' Equity Current liabilities $ 312,663 $ 97,154 $ 154,003 $ (343,585 ) $ 220,235 Current liabilities held for sale 110,163 — — — 110,163 Long-term debt 406,962 68,000 160,444 — 635,406 Deferred income taxes (14,346 ) 18,293 52,652 — 56,599 Other long-term liabilities 59,399 654 20,893 — 80,946 Long-term liabilities held for sale 40,480 — — — 40,480 Total liabilities 915,321 184,101 387,992 (343,585 ) 1,143,829 Shareholders’ equity 606,946 839,978 668,832 (1,508,810 ) 606,946 Total liabilities and shareholders’ equity $ 1,522,267 $ 1,024,079 $ 1,056,824 $ (1,852,395 ) $ 1,750,775 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 59,341 217,822 279,626 (277,989 ) 278,800 Current assets held for sale 189,952 — — — $ 189,952 Plant, equipment and timberlands, net 24,671 80,992 409,520 — 515,183 Investments in subsidiaries 829,895 653,128 — (1,483,023 ) — Other assets 82,201 — 140,529 — 222,730 Noncurrent assets held for sale 407,911 — — — 407,911 Total assets $ 1,595,263 $ 952,662 $ 943,882 $ (1,761,012 ) $ 1,730,795 Liabilities and Shareholders' Equity Current liabilities $ 289,967 $ 54,640 $ 167,738 $ (277,989 ) $ 234,356 Current liabilities held for sale 112,820 — — — 112,820 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 59,598 313 19,738 — 79,649 Long-term liabilities held for sale 41,373 — — — 41,373 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 nine months ended September 30, 2018 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ (40,899 ) $ 3,350 $ 41,337 $ (20,000 ) $ (16,212 ) Investing activities Expenditures for purchases of plant, equipment and timberlands (3,655 ) (13,834 ) (14,666 ) — (32,155 ) Proceeds from disposals of plant, equipment and timberlands, net 17 2,046 10 — 2,073 Advances of intercompany loans — (5,285 ) — 5,285 — Intercompany capital contributed — (315 ) — 315 — Intercompany capital returned — 20,000 — (20,000 ) — Other (68 ) — — — (68 ) Total investing activities (3,706 ) 2,612 (14,656 ) (14,400 ) (30,150 ) Financing activities Net borrowings of long-term debt 38,007 17,000 111,381 — 166,388 Payment of dividends to shareholders (17,064 ) — — — (17,064 ) Borrowings of intercompany loans 5,285 — — (5,285 ) — Intercompany capital received — — 315 (315 ) — Intercompany capital returned — — (20,000 ) 20,000 — Payment of intercompany dividend — (20,000 ) — 20,000 — Payments related to share-based compensation awards and other (1,008 ) — — — (1,008 ) Total financing activities 25,220 (3,000 ) 91,696 34,400 148,316 Effect of exchange rate on cash — — (3,931 ) — (3,931 ) Net increase (decrease) in cash (19,385 ) 2,962 114,446 — 98,023 Change in cash from discontinued operations 19,828 — — — 19,828 Cash at the beginning of period 1,292 720 114,207 — 116,219 Cash at the end of period $ 1,735 $ 3,682 $ 228,653 $ 0 $ 234,070 Condensed Consolidating Statement of Cash Flows for the nine months ended September 30, 2017 In thousands Parent Company Guarantors Non Guarantors Adjustments/ Eliminations Consolidated Net cash provided (used) by Operating activities $ (49,361 ) $ (3,241 ) $ 73,103 $ - $ 20,501 Investing activities Expenditures for purchases of plant, equipment and timberlands (11,221 ) (32,847 ) (13,910 ) — (57,978 ) Proceeds from disposals of plant, equipment and timberlands, net — 209 — — 209 Repayments from intercompany loans — 12,000 — (12,000 ) — Advances of intercompany loans — (13,500 ) — 13,500 — Intercompany capital contributed (2,000 ) (400 ) — 2,400 — Intercompany capital returned — — — — — Other (100 ) — — — (100 ) Total investing activities (13,321 ) (34,538 ) (13,910 ) 3,900 (57,869 ) Financing activities Net borrowings (repayments) of long-term debt 73,298 35,000 (18,711 ) — 89,587 Payment of dividends to shareholders (16,805 ) — — — (16,805 ) Repayments of intercompany loans — — (12,000 ) 12,000 — Borrowings of intercompany loans 13,500 — — (13,500 ) — Intercompany capital received — 2,000 400 (2,400 ) — Payments related to share-based compensation awards and other (128 ) — — — (128 ) Total financing activities 69,865 37,000 (30,311 ) (3,900 ) 72,654 Effect of exchange rate on cash — — 5,448 — 5,448 Net increase (decrease) in cash 7,183 (779 ) 34,330 — 40,734 Change in cash from discontinued operations (11,891 ) — — — (11,891 ) Cash at the beginning of period 5,082 1,461 48,901 — 55,444 Cash at the end of period $ 374 $ 682 $ 83,231 $ 0 $ 84,287 |