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Condensed Consolidating Financial Statements | 3 Months Ended
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Mar. 31, 2015
Condensed Financial Information of Parent Company Only Disclosure [Abstract] |
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., 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; and (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 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, 2015 and 2014, our condensed consolidating balance sheets as of March 31, 2015 and December 31, 2014 and condensed consolidating cash flows for the three months ended March 31, 2015 and 2014. These financial statements reflect the parent, the guarantor subsidiaries (on a combined basis), the non-guarantor subsidiaries (on a combined basis) and elimination entries necessary to combine such entities on a consolidated basis. Our presentation of the Guarantors’ statement of income for the three months ended March 31, 2014 has been restated to correctly apply the equity method of accounting to reflect the Guarantors’ equity interests in certain Non Guarantors. Such changes are reflected under the captions “Equity in earnings of subsidiaries” and “Investments in subsidiaries” in the accompanying condensed consolidating statements of income. The correction had no impact on any financial information of the Parent Company, the Non Guarantors or on the statement of cash flows. Condensed Consolidating Statement of Income for the three months ended March 31, 2015
In thousands |  | Parent Company |  |  | Guarantors |  |  | Non Guarantors |  |  | Adjustments/ Eliminations |  |  | Consolidated |
Net sales |  | $ | 219,876 |  |  | $ | — |  |  | $ | 197,593 |  |  | $ | — |  |  | $ | 417,469 |
Energy and related sales, net |  |  | 2,068 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 2,068 |
Total revenues |  |  | 221,944 |  |  |  | — |  |  |  | 197,593 |  |  |  | — |  |  |  | 419,537 |
Costs of products sold |  |  | 202,519 |  |  |  | — |  |  |  | 164,910 |  |  |  | — |  |  |  | 367,429 |
Gross profit |  |  | 19,425 |  |  |  | — |  |  |  | 32,683 |  |  |  | — |  |  |  | 52,108 |
Selling, general and administrative expenses |  |  | 17,182 |  |  |  | 190 |  |  |  | 13,900 |  |  |  | — |  |  |  | 31,272 |
Gains on dispositions of plant, equipment and timberlands, net |  |  | (1,471 | ) |  |  | (1,183 | ) |  |  | — |  |  |  | — |  |  |  | (2,654 | )
Operating income |  |  | 3,714 |  |  |  | 993 |  |  |  | 18,783 |  |  |  | — |  |  |  | 23,490 |
Other non-operating income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (4,817 | ) |  |  | — |  |  |  | (6,394 | ) |  |  | 6,703 |  |  |  | (4,508 | )
Interest income |  |  | 163 |  |  |  | 6,599 |  |  |  | 5 |  |  |  | (6,702 | ) |  |  | 65 |
Equity in earnings of subsidiaries |  |  | 16,363 |  |  |  | 9,475 |  |  |  | — |  |  |  | (25,838 | ) |  |  | — |
Other, net |  |  | (715 | ) |  |  | (126 | ) |  |  | 655 |  |  |  | (1 | ) |  |  | (187 | )
Total other non-operating income (expense) |  |  | 10,994 |  |  |  | 15,948 |  |  |  | (5,734 | ) |  |  | (25,838 | ) |  |  | (4,630 | )
Income before income taxes |  |  | 14,708 |  |  |  | 16,941 |  |  |  | 13,049 |  |  |  | (25,838 | ) |  |  | 18,860 |
Income tax provision |  |  | 783 |  |  |  | 904 |  |  |  | 3,248 |  |  |  | — |  |  |  | 4,935 |
Net income |  |  | 13,925 |  |  |  | 16,037 |  |  |  | 9,801 |  |  |  | (25,838 | ) |  |  | 13,925 |
Other comprehensive income (loss) |  |  | (35,285 | ) |  |  | (38,550 | ) |  |  | 38,848 |  |  |  | (298 | ) |  |  | (35,285 | )
Comprehensive income (loss) |  | $ | (21,360 | ) |  | $ | (22,513 | ) |  | $ | 48,649 |  |  | $ | (26,136 | ) |  | $ | (21,360 | )
Condensed Consolidating Statement of Income for the months ended March 31, 2014
In thousands |  | Parent Company |  |  | Guarantors |  |  | Non Guarantors |  |  | Adjustments/ Eliminations |  |  | Consolidated |
Net sales |  | $ | 225,831 |  |  | $ | 18 |  |  | $ | 229,890 |  |  | $ | (18 | ) |  | $ | 455,721 |
Energy and related sales, net |  |  | 5,262 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 5,262 |
Total revenues |  |  | 231,093 |  |  |  | 18 |  |  |  | 229,890 |  |  |  | (18 | ) |  |  | 460,983 |
Costs of products sold |  |  | 216,716 |  |  |  | 17 |  |  |  | 189,228 |  |  |  | (18 | ) |  |  | 405,943 |
Gross profit |  |  | 14,377 |  |  |  | 1 |  |  |  | 40,662 |  |  |  | — |  |  |  | 55,040 |
Selling, general and administrative expenses |  |  | 17,793 |  |  |  | 13 |  |  |  | 15,745 |  |  |  | — |  |  |  | 33,551 |
Gains on dispositions of plant, equipment and timberlands, net |  |  | (812 | ) |  |  | — |  |  |  | 3 |  |  |  | — |  |  |  | (809 | )
Operating income (loss) |  |  | (2,604 | ) |  |  | (12 | ) |  |  | 24,914 |  |  |  | — |  |  |  | 22,298 |
Other non-operating income (expense) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Interest expense |  |  | (4,739 | ) |  |  | — |  |  |  | (2,731 | ) |  |  | 2,658 |  |  |  | (4,812 | )
Interest income |  |  | 153 |  |  |  | 2,559 |  |  |  | 7 |  |  |  | (2,658 | ) |  |  | 61 |
Equity in earnings of subsidiaries |  |  | 22,499 |  |  |  | 20,462 |  |  |  | — |  |  |  | (42,961 | ) |  |  | — |
Other, net |  |  | (881 | ) |  |  | 10 |  |  |  | 1,082 |  |  |  | — |  |  |  | 211 |
Total other non-operating income (expense) |  |  | 17,032 |  |  |  | 23,031 |  |  |  | (1,642 | ) |  |  | (42,961 | ) |  |  | (4,540 | )
Income before income taxes |  |  | 14,428 |  |  |  | 23,019 |  |  |  | 23,272 |  |  |  | (42,961 | ) |  |  | 17,758 |
Income tax (benefit) provision |  |  | (220 | ) |  |  | 913 |  |  |  | 2,417 |  |  |  | — |  |  |  | 3,110 |
Net income |  |  | 14,648 |  |  |  | 22,106 |  |  |  | 20,855 |  |  |  | (42,961 | ) |  |  | 14,648 |
Other comprehensive income |  |  | 2,965 |  |  |  | 1 |  |  |  | 885 |  |  |  | (886 | ) |  |  | 2,965 |
Comprehensive income |  | $ | 17,613 |  |  | $ | 22,107 |  |  | $ | 21,740 |  |  | $ | (43,847 | ) |  | $ | 17,613 |
Condensed Consolidating Balance Sheet as of March 31, 2015
In thousands |  | Parent Company |  |  | Guarantors |  |  | Non Guarantors |  |  | Adjustments/ Eliminations |  |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 50,133 |  |  | $ | 2,583 |  |  | $ | 18,854 |  |  | $ | — |  |  | $ | 71,570 |
Other current assets |  |  | 227,159 |  |  |  | 328,811 |  |  |  | 270,141 |  |  |  | (348,100 | ) |  |  | 478,011 |
Plant, equipment and timberlands, net |  |  | 259,875 |  |  |  | 961 |  |  |  | 401,972 |  |  |  | — |  |  |  | 662,808 |
Investments in subsidiaries |  |  | 802,272 |  |  |  | 378,000 |  |  |  | — |  |  |  | (1,180,272 | ) |  |  | — |
Other assets |  |  | 126,687 |  |  |  | 86,808 |  |  |  | 148,666 |  |  |  | (87,293 | ) |  |  | 274,868 |
Total assets |  | $ | 1,466,126 |  |  | $ | 797,163 |  |  | $ | 839,633 |  |  | $ | (1,615,665 | ) |  | $ | 1,487,257 |
Liabilities and Shareholders’ Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 434,759 |  |  | $ | 4,887 |  |  | $ | 169,589 |  |  | $ | (350,801 | ) |  | $ | 258,434 |
Long-term debt |  |  | 250,000 |  |  |  | — |  |  |  | 635,789 |  |  |  | (506,032 | ) |  |  | 379,757 |
Deferred income taxes |  |  | 48,983 |  |  |  | (453 | ) |  |  | 49,206 |  |  |  | 2,719 |  |  |  | 100,455 |
Other long-term liabilities |  |  | 109,515 |  |  |  | — |  |  |  | 103,033 |  |  |  | (86,806 | ) |  |  | 125,742 |
Total liabilities |  |  | 843,257 |  |  |  | 4,434 |  |  |  | 957,617 |  |  |  | (940,920 | ) |  |  | 864,388 |
Shareholders’ equity |  |  | 622,869 |  |  |  | 792,729 |  |  |  | (117,984 | ) |  |  | (674,745 | ) |  |  | 622,869 |
Total liabilities and shareholders’ equity |  | $ | 1,466,126 |  |  | $ | 797,163 |  |  | $ | 839,633 |  |  | $ | (1,615,665 | ) |  | $ | 1,487,257 |
Condensed Consolidating Balance Sheet as of December 31, 2014
In thousands |  | Parent Company |  |  | Guarantors |  |  | Non Guarantors |  |  | Adjustments/ Eliminations |  |  | Consolidated |
Assets |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 42,208 |  |  | $ | 514 |  |  | $ | 57,115 |  |  | $ | — |  |  | $ | 99,837 |
Other current assets |  |  | 218,544 |  |  |  | 420,451 |  |  |  | 263,567 |  |  |  | (427,777 | ) |  |  | 474,785 |
Plant, equipment and timberlands, net |  |  | 255,255 |  |  |  | 991 |  |  |  | 441,362 |  |  |  | — |  |  |  | 697,608 |
Investments in subsidiaries |  |  | 824,480 |  |  |  | 399,931 |  |  |  | — |  |  |  | (1,224,411 | ) |  |  | — |
Other assets |  |  | 121,125 |  |  |  | — |  |  |  | 186,129 |  |  |  | (17,980 | ) |  |  | 289,274 |
Total assets |  | $ | 1,461,612 |  |  | $ | 821,887 |  |  | $ | 948,173 |  |  | $ | (1,670,168 | ) |  | $ | 1,561,504 |
Liabilities and Shareholders’ Equity |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 403,662 |  |  | $ | 3,394 |  |  | $ | 307,737 |  |  | $ | (435,062 | ) |  | $ | 279,731 |
Long-term debt |  |  | 250,000 |  |  |  | — |  |  |  | 721,457 |  |  |  | (572,579 | ) |  |  | 398,878 |
Deferred income taxes |  |  | 46,483 |  |  |  | (453 | ) |  |  | 70,275 |  |  |  | (12,289 | ) |  |  | 104,016 |
Other long-term liabilities |  |  | 112,358 |  |  |  | — |  |  |  | 11,633 |  |  |  | 5,779 |  |  |  | 129,770 |
Total liabilities |  |  | 812,503 |  |  |  | 2,941 |  |  |  | 1,111,102 |  |  |  | (1,014,151 | ) |  |  | 912,395 |
Shareholders’ equity |  |  | 649,109 |  |  |  | 818,946 |  |  |  | (162,929 | ) |  |  | (656,017 | ) |  |  | 649,109 |
Total liabilities and shareholders’ equity |  | $ | 1,461,612 |  |  | $ | 821,887 |  |  | $ | 948,173 |  |  | $ | (1,670,168 | ) |  | $ | 1,561,504 |
Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2015
In thousands |  | Parent Company |  |  | Guarantors |  |  | Non Guarantors |  |  | Adjustments/ Eliminations |  |  | Consolidated |
Net cash provided (used) by |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating activities |  | $ | (975 | ) |  | $ | (10 | ) |  | $ | 3,140 |  |  | $ | — |  |  | $ | 2,155 |
Investing activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expenditures for purchases of plant, equipment and timberlands |  |  | (14,513 | ) |  |  | — |  |  |  | (7,236 | ) |  |  | — |  |  |  | (21,749 | )
Proceeds from disposal plant, equipment and timberlands, net |  |  | 1,513 |  |  |  | 1,213 |  |  |  | — |  |  |  | — |  |  |  | 2,726 |
Repayments from intercompany loans |  |  | — |  |  |  | 31,556 |  |  |  | — |  |  |  | (31,556 | ) |  |  | — |
Advances of intercompany loans |  |  | — |  |  |  | (30,690 | ) |  |  | — |  |  |  | 30,690 |  |  |  | — |
Other |  |  | (1,600 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,600 | )
Total investing activities |  |  | (14,600 | ) |  |  | 2,079 |  |  |  | (7,236 | ) |  |  | (866 | ) |  |  | (20,623 | )
Financing activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Payments of borrowing costs |  |  | (1,008 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,008 | )
Payment of dividends to shareholders |  |  | (4,774 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,774 | )
Repayments of intercompany loans |  |  | — |  |  |  | — |  |  |  | (31,556 | ) |  |  | 31,556 |  |  |  | — |
Borrowings of intercompany loans |  |  | 30,690 |  |  |  | — |  |  |  | — |  |  |  | (30,690 | ) |  |  | — |
Payments related to share-based compensation awards and other |  |  | (1,408 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,408 | )
Total financing activities |  |  | 23,500 |  |  |  | — |  |  |  | (31,556 | ) |  |  | 866 |  |  |  | (7,190 | )
Effect of exchange rate on cash |  |  | — |  |  |  | — |  |  |  | (2,609 | ) |  |  | — |  |  |  | (2,609 | )
Net increase (decrease) in cash |  |  | 7,925 |  |  |  | 2,069 |  |  |  | (38,261 | ) |  |  | — |  |  |  | (28,267 | )
Cash at the beginning of period |  |  | 42,208 |  |  |  | 514 |  |  |  | 57,115 |  |  |  | — |  |  |  | 99,837 |
Cash at the end of period |  | $ | 50,133 |  |  | $ | 2,583 |  |  | $ | 18,854 |  |  | $ | — |  |  | $ | 71,570 |
Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2014
In thousands |  | Parent Company |  |  | Guarantors |  |  | Non Guarantors |  |  | Adjustments/ Eliminations |  |  | Consolidated |
Net cash provided (used) by |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Operating activities |  | $ | (3,797 | ) |  | $ | 981 |  |  | $ | (7,394 | ) |  | $ | — |  |  | $ | (10,210 | )
Investing activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expenditures for purchases of plant, equipment and timberlands |  |  | (6,979 | ) |  |  | — |  |  |  | (7,456 | ) |  |  | — |  |  |  | (14,435 | )
Proceeds from disposal plant, equipment and timberlands, net |  |  | 838 |  |  |  | — |  |  |  | 1 |  |  |  | — |  |  |  | 839 |
Advances of intercompany loans |  |  | — |  |  |  | (1,250 | ) |  |  | — |  |  |  | 1,250 |  |  |  | — |
Total investing activities |  |  | (6,141 | ) |  |  | (1,250 | ) |  |  | (7,455 | ) |  |  | 1,250 |  |  |  | (13,596 | )
Financing activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net proceeds from indebtedness |  |  | — |  |  |  | — |  |  |  | (17,933 | ) |  |  | — |  |  |  | (17,933 | )
Payment of dividends to shareholders |  |  | (4,363 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (4,363 | )
Repurchases of common stock |  |  | (1,251 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (1,251 | )
Borrowings of intercompany loans |  |  | 1,250 |  |  |  | — |  |  |  | — |  |  |  | (1,250 | ) |  |  | — |
Payments related to share-based compensation awards and other |  |  | (781 | ) |  |  | — |  |  |  | — |  |  |  | — |  |  |  | (781 | )
Total financing activities |  |  | (5,145 | ) |  |  | — |  |  |  | (17,933 | ) |  |  | (1,250 | ) |  |  | (24,328 | )
Effect of exchange rate on cash |  |  | — |  |  |  | — |  |  |  | 37 |  |  |  | — |  |  |  | 37 |
Net decrease in cash |  |  | (15,083 | ) |  |  | (269 | ) |  |  | (32,745 | ) |  |  | — |  |  |  | (48,097 | )
Cash at the beginning of period |  |  | 56,216 |  |  |  | 501 |  |  |  | 66,165 |  |  |  | — |  |  |  | 122,882 |
Cash at the end of period |  | $ | 41,133 |  |  | $ | 232 |  |  | $ | 33,420 |  |  | $ | — |  |  | $ | 74,785 |

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- Definition The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 06 -Article 9 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-04) -URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e24072-122690 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 45 -Paragraph 11 -URI http://asc.fasb.org/extlink&oid=7656940&loc=d3e5283-111683 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 12 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Paragraph c -Article 5 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 05 -Paragraph c -Article 7 + Details
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