UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
--------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________________ to _____________________
Commission File No. 1-3560
------
P. H. GLATFELTER COMPANY
- - --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0628360
- - --------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
228 South Main Street, Spring Grove, Pennsylvania 17362
- - --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 225-4711
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No .
----- -----
Shares of Common Stock outstanding at May 6, 1996 were 42,741,889.
P. H. GLATFELTER COMPANY
INDEX
Part I - Financial Information
- - ------------------------------
Financial Statements:
Condensed Consolidated Statements of Income and Retained
Earnings - Three Months Ended March 31, 1996 and 1995
(Unaudited)............................................... 2
Condensed Consolidated Balance Sheets - March 31, 1996
(Unaudited) and December 31, 1995......................... 3
Condensed Consolidated Statements of Cash Flows - Three
Months Ended March 31, 1996 and 1995 (Unaudited).......... 4
Notes to Condensed Consolidated Financial Statements....... 5-6
Independent Accountants' Report............................ 7
Management's Discussion and Analysis of Financial Condition
and Results of Operations.................................. 8-10
Part II - Other Information...................................... 11
- - ---------------------------
Signature........................................................ 12
- - ---------
Index of Exhibits................................................ 13
- - -----------------
Exhibit 11 - Computation of Net Income Per Share.............. 14
Exhibit 15 - Letter in Lieu of Consent Regarding Review
Report of Unaudited Interim Financial
Information...................................... 15
Exhibit 27 - Financial Data Schedule.......................... 16
PART I - FINANCIAL INFORMATION
------------------------------
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(in thousands, except number of shares and per share amounts)
(UNAUDITED)
Three Months Ended
3/31/96 3/31/96
------------- -------------
Net sales $ 140,335 $ 155,037
Other income - net
Energy sales - net 2,297 1,616
Interest on investments and other - net 182 286
Gain from property dispositions,
etc., - net 229 189
------------- -------------
Total 143,043 157,128
Costs and expenses
Cost of products sold 108,814 125,099
Selling, general and administrative
expenses 8,858 8,833
Interest on debt - net 2,347 2,723
------------- -------------
Total 120,019 135,655
Income before income taxes 23,024 20,473
Income tax provision
Current taxes 4,563 3,572
Deferred taxes 4,491 4,387
------------- -------------
Total 9,054 7,959
Net income 13,970 12,514
Retained earnings at beginning of period 431,762 396,635
------------- -------------
Total 445,732 409,149
------------- -------------
Common stock dividends declared 7,476 7,745
------------- -------------
Retained earnings at end of period 438,256 401,404
============= =============
Weighted average number of common shares 43,301,550 44,384,994
outstanding
Net income per common share $ .32 $ .28
============= =============
Dividends declared per common share $ .175 $ .175
============= =============
See accompanying notes to condensed consolidated financial statements.
2
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
------
3/31/96 12/31/95
(unaudited)
----------- ----------
Current assets:
Cash and cash equivalents $ 11,874 $ 18,864
Marketable securities 111 111
Accounts receivable - net 54,028 52,052
Inventories:
Raw materials 21,074 25,577
In process and finished products 33,140 30,821
Supplies 30,875 30,680
-------- --------
Total inventory 85,089 87,078
Prepaid expenses and other current assets 4,026 2,318
-------- --------
Total current assets 155,128 160,423
Plant, equipment and timberlands - net 447,597 451,461
Other assets 63,046 61,223
-------- --------
Total assets $665,771 $673,107
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current liabilities:
Accounts payable $ 30,506 $ 34,623
Dividends payable 7,476 7,597
Federal, state and local taxes 5,685 235
Accrued compensation, other expenses
and deferred income taxes 32,247 41,553
-------- --------
Total current liabilities 75,914 84,008
Long-term debt 150,000 150,000
Deferred income taxes 85,173 80,682
Other long-term liabilities 44,679 43,011
Commitments and contingencies
Shareholders' equity:
Common stock 544 544
Capital in excess of par value 41,038 40,921
Retained earnings 438,256 431,762
-------- --------
Total 479,838 473,227
Less cost of common stock in treasury (169,833) (157,821)
Total shareholders' equity 310,005 315,406
Total liabilities and
shareholders' equity $665,771 $673,107
======== ========
See accompanying notes to condensed consolidated financial statements.
3
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
Three Months Ended
3/31/96 3/31/95
----------- -----------
Cash Flows from Operating Activities:
Net income $ 13,970 $ 12,514
Items included in net income not using (providing)
cash:
Depreciation and depletion 8,538 8,270
Loss (gain) on disposition of fixed assets 12 (14)
Expense related to employee stock purchase and
401(k) plans 395 229
Change in assets and liabilities:
Accounts receivable (1,976) (8,555)
Inventories 1,989 4,210
Prepaid expenses and other assets (3,531) (3,854)
Accounts payable, accrued compensation,
other expenses, deferred income taxes
and other long-term liabilities (10,927) (1,943)
Federal, state and local taxes 5,450 2,408
Deferred income taxes - non-current 4,491 4,223
--------- ----------
Net cash provided by operating activities 18,411 17,488
--------- ----------
Cash Flows from Investing Activities:
Proceeds from disposal of fixed assets 10 26
Additions to plant, equipment and timberlands (4,662) (3,216)
Decrease in liabilities related to fixed asset
acquisitions (862) (4,995)
--------- ----------
Net cash used in investing activities (5,514) (8,185)
--------- ----------
Cash Flows from Financing Activities:
Repayment of short-term debt - (700)
Dividends paid (7,597) (7,735)
Purchases of common stock (12,716) -
Proceeds from issuance of common stock under
employee stock purchase plans and key
employee long-term incentive plan 425 730
--------- ----------
Net cash used in financing activities (19,887) (7,705)
--------- ----------
Net increase (decrease) in cash and cash equivalents (6,990) 1,598
Cash and Cash Equivalents:
At beginning of period 18,864 3,133
--------- ----------
At end of period $ 11,874 $ 4,731
========= ==========
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest (net of amount capitalized) $ 4,920 $ 4,431
Income taxes 3,397 2,272
See accompanying notes to condensed consolidated financial statements.
4
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. A reconciliation between the income tax provision computed by applying the
statutory federal income tax rate of 35% to income before income taxes, and
the actual income tax provision follows in thousands:
Three Months Ended
3/31/96 3/31/95
--------- --------
Federal income tax provision at
statutory rate $ 8,058 $ 7,166
State income taxes after deducting
federal income tax benefit 879 877
Other 117 (84)
-------- --------
Actual income tax provision $ 9,054 $ 7,959
======== ========
The deferred income tax provisions for the three-month periods ended March
31, 1996 and 1995 result from the following temporary differences (in
thousands):
Three Months Ended
3/31/96 3/31/95
-------- --------
Depreciation $ 3,076 $ 4,569
Pensions 1,138 847
Alternative minimum tax 674 (791)
Other (397) (238)
-------- --------
$ 4,491 $ 4,387
======== ========
The provision for deferred income taxes is, in part, estimated based on an
allocation of the appropriate amount relative to the number of months
reported herein and in conformance with existing tax regulations.
2. The number of shares of common stock outstanding decreased by 716,704 in
the first three months of 1996. This decrease was due to the repurchase of
765,173 shares of common stock for the treasury, which more than offset the
issuance of 45,293 treasury shares pursuant to the various employee stock
purchase and 401(k) plans of the Registrant and the issuance of 3,176
treasury shares pursuant to the exercise of stock options under the
Registrant's 1992 Key Employee Long-Term Incentive Plan. At March 31, 1996,
11,643,372 shares of common stock were held in treasury.
3. During the first quarter of 1996, the Registrant's Board of Directors
authorized the repurchase of an additional 1,000,000 shares of the
Registrant's common stock in the open market or in privately negotiated
transactions. Previously the Board had authorized the repurchase of up to
11,000,000 shares in the aggregate. Repurchased shares are added to the
treasury and are available for future sale. Under these authorizations, as
of March 31, 1996, the Registrant had repurchased an aggregate of
10,719,403 shares for a total consideration of $ 181,317,596.
4. Pursuant to the Registrant's 1992 Key Employee Long-Term Incentive Plan
(the "Plan"), on May 1, 1996, the Registrant granted to certain key
employees, excluding officers, non-qualified stock options to purchase an
aggregate of 88,000 shares of common stock. Of this amount, stock options
for 78,000 shares of common stock, subject to certain conditions, are
exercisable for 25% of such shares beginning on January 1, 1997 and for an
additional 25% of such shares beginning on January 1, of each of the next
three years. Subject to certain conditions, the remaining 10,000 stock
options are exercisable beginning on November 1, 1996. All of the stock
options, which expire on April 30, 2006, were granted at an exercise price
of $16.625 per share, representing the fair market value of the
Registrant's common stock on May 1, 1996.
5
5. The Registrant is subject to loss contingencies resulting from regulation by
various federal, state, local and foreign governmental authorities with
respect to the environmental impact of air and water emissions and noise from
its mills as well as its disposal of solid waste generated by its operations.
In order to comply with environmental laws and regulations, the Registrant
has incurred substantial capital and operating expenditures over the past
several years. The Registrant anticipates that environmental regulation of
the Registrant's operations will continue to become more burdensome and that
capital expenditures will continue and operating expenditures will continue,
and perhaps increase, in the future. In addition, the Registrant may incur
obligations to remove or mitigate any adverse effects on the environment
resulting from its operations, including the restoration of natural
resources, and liability for personal injury and damage to property,
including natural resources. Because other paper companies located in the
United States are generally subject to the same environmental regulations,
the Registrant does not believe that its competitive position in the United
States paper industry will be materially adversely affected by its capital
expenditures for, or operating costs of, pollution abatement facilities for
its present mills, any other environmental - related obligations it may incur
or the limitations which environmental compliance may place on its
operations.
The amount and timing of future expenditures for environmental compliance,
clean-up, remediation and personal injury and property damage liability
cannot be ascertained with any certainty due to, among other things, the
unknown extent and nature of any contamination, the extent and timing of any
technological advances for pollution control, the remedial actions which may
be required and the number and financial resources of any other responsible
parties. The Registrant continues to evaluate its exposure and the level of
its reserves. Management's current assessment, after consultation with legal
counsel, is that such expenditures are not likely to have a material adverse
effect on the Registrant's financial condition, results of operations or
liquidity, but there can be no assurance that its reserves will be adequate
or that such an effect will not occur at some future time.
6. In the opinion of the Registrant, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (which comprise
only normal recurring accruals) necessary for a fair presentation of the
financial information contained therein. These unaudited condensed
consolidated financial statements should be read in conjunction with the more
complete disclosures contained in the Company's Annual Report on Form 10-K
for the year ended December 31, 1995. The accompanying unaudited condensed
consolidated financial statements have been reviewed by the Registrant's
independent public accountants, Deloitte & Touche LLP, in accordance with the
established professional standards and procedures for such limited review. No
additional adjustments or disclosures were required as a result of this
review.
6
INDEPENDENT ACCOUNTANTS' REPORT
-------------------------------
P. H. Glatfelter Company:
We have reviewed the accompanying condensed consolidated balance sheet of P. H.
Glatfelter Company and subsidiaries as of March 31, 1996, and the related
condensed consolidated statements of income and retained earnings and of cash
flows for the three-month periods ended March 31, 1996 and 1995. These
financial statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of P. H. Glatfelter Company and
subsidiaries as of December 31, 1995, and the related consolidated statements of
income and retained earnings and of cash flows for the year then ended (not
presented herein); and in our report dated February 2, 1996, we expressed an
unqualified opinion on those consolidated financial statements. In our opinion,
the information set forth in the accompanying condensed consolidated balance
sheet as of December 31, 1995 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
April 15, 1996
7
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Any statements set forth below or otherwise made in writing or orally by the
Registrant with regard to its expectations as to financial results 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
Registrant makes such statements based on assumptions which it believes to be
reasonable, there can be no assurance that actual results will not differ
materially from the Registrant's expectations. Accordingly, the Registrant
hereby identifies the following important factors, among others, which could
cause its results to differ from any results which might be projected,
forecasted or estimated by the Registrant in any such forward looking
statements: (i) variations in demand for its products, (ii) changes in the cost
or availability of raw materials used by the Registrant, in particular market
pulp, pulp substitutes and wastepaper; (iii) changes in industry paper
production capacity, including the construction of new mills, the closing of
mills and incremental changes due to capital expenditures or productivity
increases; (iv) the gain or loss of significant customers; (v) cost and other
effects of environmental compliance, cleanup, damages, remediation or
restoration, or personal injury or property damage related thereto, such as the
cost of natural resource restoration or damages related to the presence of PCBs
in the lower Fox River on which the Registrant's Neenah mill is located; (vi)
significant changes in cigarette consumption, both domestically and
internationally; (vii) enactment of adverse state or federal legislation or
changes in government policy or regulation; (viii) adverse results in
litigation; and (ix) significant changes in economic growth.
RESULTS OF OPERATIONS:
- - ---------------------
A summary of the period-to-period changes in the principal items included in the
consolidated statements of income is shown below.
Comparison of Three Months Ended
March 31, 1996 and March 31, 1995
---------------------------------
Increase (Decrease)
(dollars in thousands)
Net sales $ (14,702) - 9.5%
Other income - net 617 29.5%
Cost of products sold (16,285) -13.0%
Selling, general and
administrative expenses 25 0.3%
Interest on debt - net (376) -13.8%
Income tax provision 1,095 13.8%
Net income 1,456 11.6%
Net Sales
- - ---------
The Registrant classifies product sales into two groups: 1) printing papers; and
2) tobacco and other specialty papers. Overall net sales decreased by
$14,702,000 for the first three months of 1996 compared to the corresponding
period of 1995.
Printing paper net sales decreased $16,194,000, or 13.9%, for the first three
months of 1996 compared to the corresponding period of 1995. In comparison to
the first quarter of 1995, first quarter 1996 printing paper net sales volume
declined 17.8%. The effect of this decrease in volume was partially offset by a
4.7% increase in the average net selling price.
A significant decrease in printing paper demand, as well as extreme weather
conditions, led to the decline in sales volume in the first quarter of 1996
compared to the first quarter of 1995. Although no unscheduled operating
downtime was required at the Registrant's Neenah, Wisconsin and Pisgah Forest,
North Carolina mills, approximately seven days of unplanned downtime was taken
at the Registrant's Spring Grove, Pennsylvania mill during the first three
months of 1996. In contrast, during the first three months of 1995, each of the
Registrant's mills operated at full capacity.
8
Printing paper selling prices increased slightly in the first quarter of 1996
over the first quarter of 1995. The slowdown in customer demand for printing
papers that began near the end of the third quarter of 1995 caused selling
prices to decrease significantly. This decrease in selling prices, however, did
not cause average net selling prices to fall below first quarter 1995 levels.
Recent announcements by many large paper producers, including the Registrant, of
price increases for commodity paper products may lead to more stability in the
printing paper markets for the balance of the year.
Net sales dollars of tobacco and other specialty papers were $1,492,000 higher
in the first three months of 1996 compared to the first three months of 1995.
This increase was the result of slight increases in volume and the average net
selling price of .3% and 3.6%, respectively.
Cost of Products Sold
- - ---------------------
The Registrant's gross margin increased from 19.3% for the first three months of
1995 to 22.5% for the first three months of 1996. This increase was due to
higher average net selling prices, which more than offset an increase in the
cost of products sold per ton. The average cost of products sold per ton
increased as the Registrant's fixed costs for its manufacturing process were
absorbed over less tons of products manufactured during the first three months
of 1996. This effect was minimized by the favorable impact of lower costs for
market pulp, pulp substitutes, and wastepaper.
Selling, General and Administrative Expenses
- - --------------------------------------------
The Registrant's selling, general and administrative expenses for the first
three months of 1996 were $25,000 more than the selling, general and
administrative expenses for the first three months of 1995. Reduced profit
sharing and incentive expenses in the first quarter of 1996 compared to the
first quarter of 1995 were more than offset by increased miscellaneous general
and administrative expenses.
Interest on Debt (net)
- - ----------------------
The Registrant's interest on debt (net) decreased $376,000 in the first quarter
of 1996 compared to the first quarter of 1995. This decrease was the result of
reduced short-term bank borrowings in 1996 compared to the first three months of
1995. Interest on the Registrant's interest rate swap agreement having a total
notional principal amount of $50,000,000 was marginally higher in the first
quarter of 1996 compared to the corresponding period of 1995 due to a slight
increase in the agreement's variable interest rate.
Income Tax Provision
- - --------------------
The Registrant's provision for income taxes increased by $1,095,000 for the
first three months of 1996 over the first three months of 1995, primarily due to
higher taxable income.
FINANCIAL CONDITION:
- - -------------------
Liquidity:
The Registrant's cash and marketable securities decreased by $6,990,000 during
the first three months of 1996. Cash provided by operating activities of
$18,411,000 was more than offset by cash used in investing and financing
activities. Significant uses of cash were $12,716,000 for purchases of common
stock for the treasury, the payment of $7,597,000 for dividends, and $5,524,000
for the funding of capital projects.
The Registrant expects to meet all of its near and long-term cash needs from a
combination of internally generated funds, cash, cash equivalents, marketable
securities and existing bank lines of credit. Should it be necessary, the
Registrant would expect to replace all or a portion of the $150,000,000
principal amount of its 5 7/8 Notes with the reissuance of long-term debt.
9
ENVIRONMENTAL MATTERS:
- - ---------------------
The Registrant is subject to loss contingencies resulting from regulation by
various federal, state, local and foreign governmental authorities with respect
to the environmental impact of air and water emissions and noise from its mills
as well as its disposal of solid waste generated by its operations. In order to
comply with environmental laws and regulations the Registrant has incurred
substantial capital and operating expenditures over the past several years. The
Registrant anticipates that environmental regulation of the Registrant's
operations will continue to become more burdensome and that capital expenditures
will continue and operating expenditures will continue, and perhaps increase, in
the future. In addition, the Registrant may incur obligations to remove or
mitigate any adverse effects on the environment resulting from its operations,
including the restoration of natural resources, and liability for personal
injury and damage to property, including natural resources. The Registrant's
current assessment, after consultation with legal counsel, is that such
expenditures are not likely to have a material adverse effect on its financial
condition, results of operations or liquidity, but there can be no assurance
that its reserves will be adequate or that such an effect will not occur at some
future time.
10
PART II OTHER INFORMATION
--------------------------
Item 6. Exhibits and Reports on Form 8-K
- - -----------------------------------------
(a) Exhibits
--------
Number Description of Documents
------ ------------------------
11 Computation of Net Income per Share
15 Letter in Lieu of Consent Regarding Review
Reports of Unaudited Interim Financial
Information
27 Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None
11
SIGNATURE
---------
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
Date: May 14, 1996
___________________ __________________________________
R. P. Newcomer
Senior Vice President, Treasurer
and Chief Financial Officer
12
INDEX OF EXHIBITS
-----------------
Number Description of Documents
------ ------------------------
11 Computation of Net Income per Share
15 Letter in Lieu of Consent Regarding
Review Report of Unaudited Interim
Financial Information
27 Financial Data Schedule
13