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GLT > SEC Filings for GLT > Form 10-Q on 7-Aug-2009All Recent SEC Filings

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Form 10-Q for GLATFELTER P H CO


7-Aug-2009

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and Glatfelter's Financial Statements and Management's Discussion and Analysis of Financial Condition and Results of Operations included in our 2008 Annual Report on Form 10-K.
Forward-Looking Statements This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects and future consolidated financial position or results of operations, made in this Report on Form 10-Q are forward looking. We use words such as "anticipates", "believes", "expects", "future", "intends" and similar expressions to identify forward-looking statements. Forward-looking statements reflect management's current expectations and are inherently uncertain. Our actual results may differ significantly from such expectations. The following discussion includes forward-looking statements regarding expectations of, among others, net sales, costs of products sold, environmental costs, capital expenditures and liquidity, all of which are inherently difficult to predict. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Accordingly, we identify the following important factors, among others, which could cause our results to differ from any results that might be projected, forecasted or estimated in any such forward-looking statements:
i. variations in demand, including the impact of any unplanned market-related downtime, for, or the pricing of, our products;

ii. changes in the cost or availability of raw materials we use, in particular pulpwood, market pulp, pulp substitutes, caustic soda and abaca fiber;

iii. changes in energy-related costs and commodity raw materials with an energy component;

iv. our ability to develop new, high value-added Specialty Papers and Composite Fibers products;

v. our ability to renew our electricity sales agreement at acceptable margins in relation to our current coal supply contract;

vi. the impact of competition, 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;

vii. the impairment of financial institutions as a result of the current credit market conditions and any resulting impact on us, our customers or our vendors;

viii. the gain or loss of significant customers and/or on-going viability of such customers;

ix. cost and other effects of environmental compliance, cleanup, damages, remediation or restoration, or personal injury or property damages related thereto, such as the costs of natural resource restoration or damages related to the presence of polychlorinated biphenyls ("PCBs") in the lower Fox River on which our former Neenah mill was located;

x. risks associated with our international operations, including local economic and political environments and fluctuations in currency exchange rates;

xi. geopolitical events, including war and terrorism;

xii. enactment of adverse state, federal or foreign tax or other legislation or changes in government policy or regulation;

xiii. adverse results in litigation; and

xiv. our ability to finance, consummate and integrate future acquisitions.

GLATFELTER

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Table of Contents

Introduction We manufacture, both domestically and internationally, a wide array of specialty papers and engineered products. Substantially all of our revenue is earned from the sale of our products to customers in numerous markets, including book publishing, envelope & converting, carbonless papers and forms, food & beverage filter papers, decorative laminates for furniture and flooring, metallized papers and other highly technical niche markets.
Overview Our results of operations for the first six months of 2009 when compared with the same period of 2008 were significantly and adversely impacted by the weak global economic conditions. Overall volumes shipped by Specialty Papers declined 2.3% and Composite Fibers declined 10.1% in the period-to-period comparison. As a result of the soft demand for most of our products and our efforts to reduce inventory, we incurred significant market-related downtime at many of our facilities which adversely affected results of operations. However, we generated $64.9 million of cash from operations, including alternative fuel mixture credits, by reducing inventories, controlling costs and deferring discretionary capital spending. During the first half of 2009, we registered two of our facilities with the U.S. Internal Revenue Service as alternative fuel mixers based on their use of black liquor as an alternative fuel source. Our results of operations in the first half of 2009 included, on a pre-tax basis, $40.8 million of alternative fuel mixture credits, of which $29.7 million was received in cash. We intend to realize remaining credits in the form of non-taxable income tax credits.
Specialty Papers' operating income totaled $12.0 million and $10.8 million for the first half of 2009 and 2008, respectively. The weak economic environment adversely affected demand in all markets served by Specialty Papers. As a result of weak demand and our efforts to reduce inventory, during the second quarter of 2009, this unit incurred market related downtime totaling 14,400 tons of paper, or 8% of its total quarterly capacity. We reduced Specialty Papers' inventories by 14.4% during the second quarter of 2009.
Our Composite Fibers business unit's operating income declined to $9.1 million from $12.9 million in the first half of 2008. Volumes shipped during the first half of 2009 declined 10.1% compared to 2008 as a result of the weak economic environment and our customers' actions to reduce their inventory levels. Demand for tea and coffee filter papers, this unit's largest product line, declined by 1.4% primarily due to weak order patterns and customers' inventory destocking primarily in Russia, Eastern Europe and other related regions. As a result of weak demand and our inventory reduction efforts, during the second quarter we incurred unscheduled downtime totaling 3,380 tons of paper, or 22% of the unit's total quarterly capacity. We reduced inventory in this business unit by 12.2% during the second quarter of 2009.
In addition, our after-tax consolidated results of operations were adversely affected by $13.8 million of lower gains in 2009 from the sale of timberlands. We also recorded $3.7 million of pension expense in the first six months of 2009 compared with pension income of $8.0 million in the year-earlier quarter.

RESULTS OF OPERATIONS
                   Six Months Ended June 30, 2009 versus the
                         Six Months Ended June 30, 2008
   The following table sets forth summarized results of operations:

                                                Six months ended June 30
            In thousands, except per share        2009              2008

            Net sales                         $   570,531        $ 625,723
            Gross profit                          102,315           76,656
            Operating income                       51,926           42,502
            Net income                             31,408           22,831
            Diluted earnings per share               0.69             0.50

The consolidated results of operations for the six months ended June 30, 2009 include the following significant items:

                                                       After-tax       Diluted EPS
    In thousands, except per share                    Gain (loss)

                         2009
    Alternative fuel mixing credit                     $   30,418      $     0.67

                         2008
    Timberland sales                                   $    8,656      $     0.19
    Reversal of shutdown and restructuring charges            532            0.01
    Acquisition integration related costs                    (588 )         (0.01 )

The above items increased earnings by $30.4 million, or $0.67 per diluted share, in the first six months of 2009. In the comparable period a year ago, the above items increased earnings by $8.6 million, or $0.19 per diluted share.

                                   GLATFELTER

                                      -23-

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                                                                                           For the six months ended June 30
Dollars In thousands                   Specialty Papers                        Composite Fibers                      Other and Unallocated                           Total
                                   2009                2008                2009                2008                2009                2008                2009                2008

Net sales                       $ 383,971           $ 408,242           $ 186,560           $ 217,480                   -           $       1           $ 570,531           $ 625,723
Energy sales, net                   4,062               4,727                   -                   -                   -                   -               4,062               4,727

Total revenue                     388,033             412,969             186,560             217,480                   -                   1             574,593             630,450
Cost of products sold             350,147             374,224             160,376             184,858             (38,245 )            (5,288 )           472,278             553,794

Gross profit                       37,886              38,745              26,184              32,622              38,245               5,289             102,315              76,656
SG&A                               25,925              27,979              17,122              19,709               8,014               1,824              51,061              49,512
Shutdown and
restructuring charges                   -                   -                   -                   -                   -                (856 )                 -                (856 )
Gains on dispositions of
plant, equipment and
timberlands                             -                   -                   -                   -                (672 )           (14,502 )              (672 )           (14,502 )

Total operating income             11,961              10,766               9,062              12,913              30,903              18,823              51,926              42,502
Nonoperating income
(expense)                               -                   -                   -                                  (9,123 )            (8,840 )            (9,123 )            (8,840 )

Income (loss) before
income taxes                    $  11,961           $  10,766           $   9,062           $  12,913           $  21,780           $   9,983           $  42,803           $  33,662


Supplementary Data
Net tons sold                     356,354             364,911              39,264              43,695                   -                   -             395,618             408,606
Depreciation, depletion
and amortization                $  17,749           $  17,612           $  11,301           $  13,054           $       -           $       -           $  29,050           $  30,666
Capital expenditures                7,018              10,446               4,357              14,961                 100                   -              11,475              25,407

Business Units Results of individual business units are presented based on our management accounting practices and management structure. There is no comprehensive, authoritative body of guidance for management accounting equivalent to accounting principles generally accepted in the United States of America; therefore, the financial results of individual business units are not necessarily comparable with similar information for any other company. The management accounting process uses assumptions and allocations to measure performance of the business units. Methodologies are refined from time to time as management accounting practices are enhanced and businesses change. The costs incurred by support areas not directly aligned with the business unit are allocated primarily based on an estimated utilization of support area services or are included in "Other and Unallocated" in the table above.
Management evaluates results of operations of the business units before pension income or expense, alternative fuel mixture credits, charges related to the Fox River environmental reserves, restructuring related charges, unusual items, certain corporate level costs, and the effects of asset dispositions. Management believes that this is a more meaningful representation of the operating performance of its core papermaking businesses, the profitability of business units and the extent of cash flow generated from these core operations. Such amounts are presented under the caption "Other and Unallocated." This presentation is aligned with the management and operating structure of our company. It is also on this basis that the Company's performance is evaluated internally and by the Company's Board of Directors.

   Sales and Costs of Products Sold

                                                   Six months ended
                                                        June 30
    In thousands                                 2009             2008         Change

    Net sales                                $ 570,531         $ 625,723     $ (55,192 )
    Energy sales - net                           4,062             4,727          (665 )

    Total revenues                             574,593           630,450       (55,857 )
    Costs of products sold                     472,278 (1)       553,794       (81,516 )

    Gross profit                             $ 102,315         $  76,656     $  25,659

    Gross profit as a percent of Net sales        17.9 %            12.3 %




(1)   Includes
      $40.8 million
      of
      alternative
      fuel mixture
      credits, net
      of related
      expenses.

The following table sets forth the contribution to consolidated net sales by each business unit:

                                             Percent of Total
                                            2009          2008

                       Business Unit
                       Specialty Papers      67.3 %        65.2 %
                       Composite Fibers      32.7          34.8

                       Total                100.0 %       100.0 %

Net sales totaled $570.5 million for the first six months of 2009, a decrease of $55.2 million, or 8.8%, compared to the same period a year ago.
In the Specialty Papers business unit, net sales for the first six months of 2009 decreased $24.3 million to $384.0 million. Operating income totaled $12.0 million, an increase of $1.2 million, or 11.1%, over the same period a year ago. The improved operating income is primarily due to increases in average selling prices outpacing increases in input costs and improved operating efficiencies. Higher average selling prices contributed $7.6 million of the increase in operating profit. These price increases were

GLATFELTER

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Table of Contents

partially offset by lower volumes and expected mix changes between carbonless papers and uncoated papers. In addition, this business unit's results were adversely impacted by $2.0 million of higher input costs, largely driven by caustic soda and coal. Unplanned downtime at the Spring Grove and Chillicothe facilities further reduced operating results by approximately $8.5 million in the first six months of 2009 compared to the same period of 2008.
In Composite Fibers, net sales were $186.6 million for the first six months of 2009, a decline of $30.9 million from the year-earlier period. Operating income declined by $3.9 million in the comparison to $9.1 million. Total volumes shipped by this business unit declined 10.1% led by lower shipments of composite laminates and metallized products, which declined 26.3% and 9.3%, respectively, and, to a lesser extent, a 1.4% decline in food & beverage paper product shipments. The translation of foreign currencies adversely impacted net sales by $26.6 million; however, higher average selling prices contributed $6.8 million.
Energy and raw material costs in the Composite Fibers business unit were $8.2 million higher in the first six months of 2009 than in the same period a year ago. Market-related downtime adversely impacted operating results by $5.3 million in the first half of 2009 compared to the first half of 2008.
Alternative Fuel Mixture Credits The U.S. Internal Revenue Code provides a tax credit for companies that use alternative fuel mixtures to produce energy to operate their businesses. The credit, equal to $0.50 per gallon of alternative fuel contained in the mixture, is refundable to the taxpayer. The accompanying consolidated statement of income for the six months ended June 30, 2009 includes a credit of $40.8 million recorded in cost of products sold representing alternative fuel mixture credits earned through June 30, 2009, net of associated expenses.
We began mixing black liquor and diesel fuel in late February 2009 and filed an application to be registered as an alternative fuel mixer with the Internal Revenue Service in March 2009. On May 11, 2009, the Company was notified by the Internal Revenue Service that its application to be registered as an alternative fuel mixer was approved. We subsequently filed an excise tax refund claim for the alternative fuel mixture consumed at its Spring Grove, PA and Chillicothe, OH facilities during the period February 20, 2009 through May 17, 2009 (the "First Refund Claim"). We received a payment from the Internal Revenue Service ("IRS") on June 30, 2009 in the amount of $29.7 million related to the First Refund Claim. In addition, for the period May 18, 2009 through June 30, 2009, we earned an additional $12.8 million of alternative fuel mixture credits for which a claim has yet to be submitted to the IRS. We intend to realize the balance of the credits in the form of a non-taxable income tax credit in connection with the filing of our 2009 federal corporate income tax return.
According to the Internal Revenue Code, the tax credit is scheduled to expire on December 31, 2009. However, there can be no assurances that the incentive program for alternative fuel mixtures will continue in effect or that its provisions, including taxes applicable to the credits, will not be changed, or that we will be successful in receiving future credits under the program.
Pension Expense/Income Pension expense or income results from the over-funded status of our pension plans. The following summarizes the amounts of pension expense or income recognized for the first six months of 2009 compared to the same period of 2008:

                                            Six months ended
                                                June 30
               In thousands               2009           2008        Change

               Recorded as:
               Costs of products sold   $ 2,502       $ (5,465 )   $  7,967
               SG&A expense               1,203         (2,500 )      3,703

               Total                    $ 3,705       $ (7,965 )   $ 11,670

The amount of pension expense or income recognized each year is determined using various actuarial assumptions and certain other factors, including the fair value of our pension assets as of the beginning of the year. As discussed in Item 1 - Financial Statements - Note 9, the fair value of the plans' assets declined approximately 29% during 2008. As a result, during 2009 we expect to recognize net pension expense totaling approximately $7.3 million, on a pre-tax basis. However, we do not expect to be required to make cash contributions to our qualified defined benefit pension plans in 2009.
Selling, general and administrative ("SG&A") expenses increased $1.5 million in the period-to-period comparison and totaled $51.1 million for the first six months of 2009. Benefits from our cost control initiatives were more than offset by $1.2 million of pension expense recorded in the first six months of 2009 compared with $2.5 million of pension income in the same period of 2008. In addition, SG&A expenses for the first six months of 2008 included a $1.5 million non-recurring benefit from a recovery in a litigation matter, net of legal fees.

GLATFELTER

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Table of Contents

Gain on Sales of Plant, Equipment and Timberlands During the first six months of 2009 and 2008, we completed sales of timberlands which are summarized by the following table:

                 Dollars in thousands     Acres      Proceeds       Gain

                 2009
                 Timberlands                189     $    728     $    699
                 Other                      n/a            -          (27 )

                                                    $    728     $    672


                 2008
                 Timberlands              3,595     $ 14,997     $ 14,603
                 Other                      n/a            -         (101 )

                                                    $ 14,997     $ 14,502

Income taxes Our results of operations for the first six months of 2009 reflect an effective tax rate of 26.6% compared to 32.2% in the same period a year ago. The decline in the effective tax rate is primarily due to a lower proportion of timberland gains, which are taxed at a higher effective tax rate, and by $40.8 million of alternative fuel mixture credits taxed at a lower effective tax rate. In addition, approximately $12.8 million of the alternative fuel mixture credits included in pre-tax income are treated as non-taxable.
Foreign Currency We own and operate paper and pulp mills in Germany, France, the United Kingdom and the Philippines. The local currency in Germany and France is the Euro, in the UK it is the British Pound Sterling, and in the Philippines the currency is the Peso. During the first six months of 2009, Euro functional currency operations generated approximately 19.8% of our sales and 18.8% of operating expenses and British Pound Sterling operations represented 10.2% of net sales and 10.1% of operating expenses. The translation of results from these international operations into U.S. dollars is impacted by changes in foreign currency exchange rates.
The table below summarizes the effect from foreign currency translation on first half 2009 reported results compared to the first half 2008:

                                                Six months
                     In thousands              ended June 30
                                                 Favorable
                                               (unfavorable)

                     Net sales                $       (26,617 )
                     Costs of products sold            25,710
                     SG&A expenses                      3,267
                     Income taxes and other               (57 )

                     Net income               $         2,303

The above table only presents the financial reporting impact of foreign currency translations. It does not present the impact of certain competitive advantages or disadvantages of operating or competing in multi-currency markets.

GLATFELTER

- 26 -


Table of Contents

Three Months Ended June 30, 2009 versus the Three Months Ended June 30, 2008 The following table sets forth summarized results of operations:

                                                   Three months ended
                                                         June 30
              In thousands, except per share      2009            2008

              Net sales                        $ 278,979       $ 320,224
              Gross profit                        59,001          32,398
              Operating income                    32,426           7,861
              Net income                          19,870           3,156
              Diluted earnings per share            0.43            0.07

The consolidated results of operations for the three months ended June 30 include the following significant items:

                                                       After-tax       Diluted EPS
    In thousands, except per share                    Gain (loss)

                         2009
    Alternative fuel mixing credit                     $   30,418      $     0.67
    Timberland sales and related transaction costs           (441 )         (0.01 )

                         2008
    Reversal of shutdown and restructuring charges     $      532      $     0.01

The above items increased earnings by $30.0 million, or $0.66 per diluted share, and $0.5 million, or $0.01 per diluted share, in the second quarters of 2009 and 2008, respectively.

Business Units The following table sets forth profitability information by business unit and the composition of consolidated income before income taxes:

Business Unit Performance                                                                  For the three months ended June 30
Dollars in thousands                    Specialty Papers                        Composite Fibers                     Other and Unallocated                           Total
                                    2009                2008                2009               2008                 2009                2008               2009                2008

Net sales                        $ 184,364           $ 207,296           $ 94,615           $ 112,928           $        -           $      -           $ 278,979           $ 320,224
Energy sales, net                    2,131               2,743                  -                   -                    -                  -               2,131               2,743

Total revenue                      186,495             210,039             94,615             112,928                    -                  -             281,110             322,967
Cost of products sold              178,817             196,948             82,730              96,462              (39,438 )           (2,841 )           222,109             290,569

. . .
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