UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
APRIL 22, 2003
Date of Report
(Date of earliest event reported)
P. H. GLATFELTER COMPANY
(Exact name of registrant as specified in its charter)
PENNSYLVANIA
(State or other jurisdiction of incorporation or organization)
1-3560 23-0628360
(Commission file number) (IRS Employer Identification
No.)
96 SOUTH GEORGE STREET,
SUITE 500
YORK, PENNSYLVANIA 17401 (717) 225-4711
(Address of principal executive (Registrant's telephone
offices) number, including area code)
N/A
(Former name or former address, if changed since last report)
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The exhibit listed on the Exhibit Index on page 3 of this Form 8-K is filed
herewith.
ITEM 9. REGULATION FD DISCLOSURE
On April 22, 2003, P.H. Glatfelter Company ("Company") reported results of
operations for the three months ended March 31, 2003. A copy of the earnings
press release issued by the Company is attached as Exhibit 99.1 and incorporated
herein by reference.
In accordance with the Securities and Exchange Commission's ("SEC") Release No.
33-8176, the information being furnished under Item 9 of this Current Report on
Form 8-K ("Form 8-K") is being furnished pursuant to Item 12, "Disclosure of
Results of Operations and Financial Condition," of Form 8-K. In accordance with
the SEC's Release No. 33-8216, compliance with the Item 12 requirements is met
by including such disclosures under Item 9.
-more-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
P. H. Glatfelter Company
(Registrant)
Date: April 22, 2003 By: /s/ C. Matthew Smith
------------------------
C. Matthew Smith
Corporate Controller
EXHIBIT INDEX
Exhibit
Number Description
- --------------------------------------------------------------------------------
99.1 Earnings press release issued by the Company on April 22, 2003, with
respect to the results of operations for the three months ended March
31, 2003, filed herewith.
EXHIBIT 99.1
For Immediate Release Contact: Helen Marsteller
717-845-1098
GLATFELTER EARNS $26.8 MILLION, OR $.61 PER SHARE, IN FIRST QUARTER 2003
-Profits boosted by Sale of Timberlands-
YORK, PA, APRIL 22, 2003: Glatfelter (NYSE: GLT) today reported net income and
diluted earnings per share for the first quarter of 2003 of $26.8 million and
$.61, respectively, compared to $11.1 million and $.26, respectively, for the
comparable quarter in 2002. The 2003 first quarter results include a pre-tax
gain of $31.2 million, or $20.0 million after-tax, from the previously announced
sale of approximately 25,500 acres of timberlands, as well as a $0.7 million
after-tax loss on the sale of certain paper making equipment. Excluding these
asset sales, earnings for the first quarter of 2003 were $7.5 million, or $.17
per diluted share. On this basis, the decline in earnings was primarily due to
higher costs of products sold and lower non-cash pension income.
"Our first quarter operating results reflect the impact of a challenging
economic environment," said George H. Glatfelter II, Chairman and Chief
Executive Officer. "However, our highly specialized Long Fiber & Overlay and
Engineered Products business units experienced attractive sales growth relative
to more commodity-based businesses. In this difficult business climate, we are
differentiating ourselves with a mix of specialized businesses. Our first
quarter results were adversely affected by higher costs, particularly for pulp,
wastepaper and energy," Mr. Glatfelter added. "We continued our focus on
controlling costs and, as the timberland sale indicates, we remain committed to
maximizing the value of our assets. This transaction allowed us to extract value
from the timberlands while maintaining a substantial source of wood fiber
through a long-term supply agreement."
Net sales totaled $143.6 million for the first quarter of 2003 compared to
$132.0 million for the year-earlier quarter, an increase of $11.6 million, or
8.8%. Sales growth was primarily attributable to increased volumes in the
Company's Long Fiber & Overlay and Engineered Products business units, together
with favorable effects of a weaker U.S. dollar on translated results of
international operations.
Gross profit for the first quarter of 2003 totaled $30.6 million compared to
$34.5 million in the comparable quarter of 2002. The decrease in gross profit
reflects the favorable effect of a weaker U.S. dollar, which was more than
offset by lower non-cash pension income, the impact of higher pulp, wastepaper,
and energy prices and higher costs related to heavy snows during 2003. Gross
profit includes net non-cash pension income resulting from the overfunded status
of the Company's defined benefit pension plans. Cost of products sold was
reduced for such income by $4.5 million in the first quarter of 2003 and by $6.4
million in the first quarter of 2002.
Glatfelter Earns $26.8 million, or $.61 per share, in First Quarter 2003
In the first quarter of 2003, selling, general and administrative ("SG&A")
expenses totaled $15.2 million compared with $14.5 million in the year-earlier
quarter. The increase was primarily due to the unfavorable effect of a weaker
U.S. dollar on translated results of international operations, a $0.5 million
increase in depreciation expense related to an investment in a worldwide ERP
information system, and a reduced amount of non-cash pension income. Net
non-cash pension income reduced reported SG&A expenses $0.6 million in the
first quarter of 2003 and $1.4 million in 2002.
Headquartered in York, Pennsylvania, Glatfelter is a global manufacturer of
specialty papers and engineered products. U.S. operations include facilities in
Spring Grove, PA and Neenah, WI. International operations include facilities in
Germany, France and the Philippines. Glatfelter's common stock is traded on the
New York Stock Exchange under the ticker symbol GLT.
Any statements set forth in this press release with regard to the Company's
expectations as to industry conditions, demand for or pricing of its products,
its profit improvements and cost reductions, its projected financial results or
cash flow, and other aspects of its business may constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Although the Company makes such statements based on assumptions that it
believes to be reasonable, there can be no assurance that actual results will
not differ materially from the Company's expectations. Factors that could cause
or contribute to actual results differing materially from such forward-looking
statements are discussed in the Company's Securities and Exchange Commission
filings.
As previously announced, Glatfelter will hold a conference call today at 11:00
am EST to discuss its first quarter results. The conference call may be accessed
via the Company's web site at http://www.glatfelter.com or at the CCBN web site
at http://www.ccbn.com.
-more-
GLATFELTER
YORK, PENNSYLVANIA
SUMMARIZED CONSOLIDATED FINANCIAL INFORMATION
THREE MONTHS ENDED
MARCH 31
In thousands, except per share data 2003 2002
- ------------------------------------------------------------------------------
Net sales $143,614 $131,998
Energy sales - net 2,277 2,166
--------- ---------
Total revenues 145,891 134,164
Cost of products sold 115,262 99,657
--------- ---------
Gross profit 30,629 34,507
Operating expenses
Selling, general and administrative expenses 15,211 14,492
Loss (gain) on sale of plant, equipment and
timberlands (30,547) (568)
--------- ---------
Total operating expenses (15,336) 13,924
--------- ---------
Operating income 45,965 20,583
Other nonoperating income (expense)
Interest expense on debt (3,769) (3,744)
Interest income on investments and other - 187 242
net
Other - net (530) 22
--------- ---------
Total other income (expense) (4,112) (3,480)
--------- ---------
Income before income taxes 41,853 17,103
Income tax provision 15,076 5,979
--------- ---------
Net income $ 26,777 $ 11,124
========= =========
EARNINGS PER SHARE
Basic and diluted $ .61 $ .26
Weighted average shares outstanding
Basic 43,681 42,952
Diluted 43,702 43,612
--------- ---------
The accompanying press release of results of operations for the three months
ended March 31, 2003 includes a discussion of earnings before the effect of net
gains from certain asset sales. Management believes that adjusted earnings are
useful to investors as it represents how management views results of operations
and it is the basis on which performance is measured internally and by the
Company's Board of Directors.
THREE MONTHS ENDED MARCH 31
2003 2002
In thousands, except share data Income EPS Income EPS
- --------------------------------------------------------------------------------------------
Net income $ 26,777 $.61 $ 11,124 $.26
Gain on sale of timberlands (19,965) (.46) -- --
Loss on sale of certain paper making equipment 654 .02 -- --
-----------------------------------------
Adjusted income $ 7,466 $.17 $ 11,124 $.26
=========================================
# # #