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GLT > SEC Filings for GLT > Form 10-Q on 6-Nov-2009All Recent SEC Filings

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Form 10-Q for GLATFELTER P H CO


6-Nov-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

-22-


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 nine months of 2009 when compared with the same period of 2008 were impacted by the weak global economic conditions. Overall volumes shipped by Specialty Papers declined 1.6% and Composite Fibers declined 8.9% in the period-to-period comparison. As a result of the soft demand for most of our products and our efforts to reduce inventory, during the second quarter of 2009, we incurred significant market-related downtime at many of our facilities which adversely affected results of operations. This downtime continued within our Composite Fibers business unit into the third quarter, although to a lesser extent. In the first nine months of 2009, we generated $119.5 million of cash from operations, including alternative fuel mixture credits, and we reduced inventories through close monitoring of supply and demand. During 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 nine months of 2009 included, on a pre-tax basis, $75.6 million of alternative fuel mixture credits, of which $29.7 million was received in cash and another $10.9 million was used to offset interim estimated tax payments. We intend to realize the remaining $34.9 million of credits in the form of non-taxable refundable income tax credits.
Specialty Papers' operating income totaled $32.8 million and $33.6 million for the first nine months of 2009 and 2008, respectively. During of the first nine months of 2009, 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, this unit incurred market related downtime totaling 19,400 tons of paper. During the year, we reduced Specialty Papers' inventories by 29.2%.
Our Composite Fibers business unit's operating income declined to $14.9 million from $21.3 million in the first nine months of 2008. Volumes shipped during the first nine months of 2009 declined 8.9% 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 5.0% 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 first nine months of 2009 we incurred unscheduled downtime totaling 6,480 tons of paper, or 9% of the unit's total capacity for the period.
In addition, our after-tax consolidated results of operations in 2008 included $17.8 million of lower gains than in 2009 from the sale of timberlands. We also recorded $5.6 million of pension expense in the first nine months of 2009 compared with pension income of $11.9 million in the year-earlier quarter.

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

                                              Nine months ended September 30
        In thousands, except per share         2009                    2008

        Net sales                         $     882,889           $     965,545
        Gross profit                            184,780                 133,828
        Operating income                        105,097                  78,847
        Net income                               77,402                  44,493
        Diluted earnings per share                 1.69                    0.97

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

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

                         2009
    Alternative fuel mixture credit                    $   63,308      $     1.38

                         2008
    Timberland sales                                   $   11,027      $     0.24
    Reversal of shutdown and restructuring charges            527            0.01
    Acquisition integration related costs                    (828 )         (0.02 )

The above items increased earnings by $63.3 million, or $1.38 per diluted share, in the first nine months of 2009. In the comparable period a year ago, the above items increased earnings by $10.7 million, or $0.23 per diluted share.

                                   GLATFELTER

                                      -23-

--------------------------------------------------------------------------------



                                                                                        For the nine months ended September 30
Dollars in thousands                   Specialty Papers                        Composite Fibers                      Other and Unallocated                           Total

                                     2009                2008                2009                2008                2009                2008                2009                2008

Net sales                       $ 595,606           $ 634,270           $ 287,283           $ 331,274           $       -           $       1           $ 882,889           $ 965,545
Energy sales, net                   6,193               7,612                   -                   -                   1                   -               6,194               7,612

Total revenue                     601,799             641,882             287,283             331,274                   1                   1             889,083             973,157
Cost of products sold             528,207             566,334             246,122             280,972             (70,026 )            (7,977 )           704,303             839,329

Gross profit                       73,592              75,548              41,161              50,302              70,027               7,978             184,780             133,828
SG&A                               40,777              41,940              26,298              29,038              13,289               3,336              80,364              74,314
Shutdown and
restructuring charges                   -                   -                   -                   -                   -                (856 )                 -                (856 )
Gains on dispositions of
plant, equipment and
timberlands                             -                   -                   -                   -                (681 )           (18,477 )              (681 )           (18,477 )

Total operating income             32,815              33,608              14,863              21,264              57,419              23,975             105,097              78,847
Nonoperating income
(expense)                               -                   -                   -                   -             (13,129 )           (13,178 )           (13,129 )           (13,178 )

Income before income
taxes                           $  32,815           $  33,608           $  14,863           $  21,264           $  44,290           $  10,797           $  91,968           $  65,669


Supplementary Data
Net tons sold                     556,214             564,983              59,445              65,225                   -                   -             615,659             630,208
Depreciation, depletion
and amortization                $  28,372           $  26,619           $  17,451           $  19,755           $       -           $       -           $  45,823           $  46,374
Capital expenditures                9,095              14,586               7,509              26,253                 100                   -              16,704              40,839

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

                                                  Nine months ended
                                                     September 30
   In thousands                                  2009             2008          Change

   Net sales                                $ 882,889          $ 965,545     $  (82,656 )
   Energy sales - net                           6,194              7,612         (1,418 )

   Total revenues                             889,083            973,157        (84,074 )
   Costs of products sold                     704,303  (1)       839,329       (135,026 )

   Gross profit                             $ 184,780          $ 133,828     $   50,952

   Gross profit as a percent of Net sales        20.9 %             13.9 %

(1) Includes $73.8 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      67.5 %        65.7 %
                       Composite Fibers      32.5          34.3

                       Total                100.0 %       100.0 %

Net sales totaled $882.9 million for the first nine months of 2009, a decrease of $82.7 million, or 8.6%, compared to the same period a year ago.
In the Specialty Papers business unit, net sales for the first nine months of 2009 decreased $38.7 million to $595.6 million. Operating income totaled $32.8 million, a slight decline from $33.6 million compared to the same period a year ago. Operating income was adversely impacted by the costs of unplanned downtime at the Spring Grove and Chillicothe facilities totaling approximately $8.8 million in the first nine months of 2009 compared to the same period of 2008. In addition, this unit recorded $1.4 million of

GLATFELTER

-24-


accelerated depreciation related to the write down of certain equipment in the first nine months of 2009. Operating income was also negatively impacted by lower volumes shipped and mix changes between carbonless papers and uncoated papers.
In Composite Fibers, net sales were $287.3 million for the first nine months of 2009, a decline of $44.0 million from the year-earlier period. Operating income declined by $6.4 million in the comparison to $14.9 million. Total volumes shipped by this business unit declined 8.9% led by lower shipments of composite laminates and food & beverage paper products, which declined 24.4% and 5.0%, respectively. The translation of foreign currencies adversely impacted net sales by $32.0 million; however, higher average selling prices contributed $7.2 million.
Energy and raw material costs in the Composite Fibers business unit were $4.3 million higher in the first nine months of 2009 than in the same period a year ago. Market-related downtime adversely impacted operating results by $6.6 million in the first nine months of 2009 compared to the same period 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. On May 11, 2009, we were notified by the Internal Revenue Service that our application to be registered as an alternative fuel mixer was approved. We received a payment from the Internal Revenue Service on June 30, 2009 in the amount of $29.7 million for the alternative fuel mixture consumed at our Spring Grove, PA and Chillicothe, OH facilities during the period February 20, 2009 through May 17, 2009. For the third quarter of 2009, we earned $33.0 million of alternative fuel mixture credits for which no cash was received as we intend to claim a refundable income tax credit in connection with the filing of our 2009 federal corporate income tax return. Since we began mixing and burning eligible alternative fuels, we have earned $75.6 million of alternative fuel mixture credits of which $29.7 million has been received in cash, $10.9 million was used to reduce estimated interim tax payments and $34.9 million will be claimed as refundable income tax credits.
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 nine months of 2009 compared to the same period of 2008:

                                           Nine months ended
                                             September 30
              In thousands                2009           2008        Change

              Recorded as:
              Costs of products sold   $ (3,756 )     $  8,214     $ (11,970 )
              SG&A expense               (1,807 )        3,730        (5,537 )

              Total (expense) income   $ (5,563 )     $ 11,944     $ (17,507 )

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") SG&A expenses increased $6.1 million in the period-to-period comparison and totaled $80.4 million for the first nine months of 2009. The increase was primarily due the $5.5 million effect of recording $1.8 million of pension expense in the first nine months of 2009 compared with $3.7 million of pension income in the same period of 2008.

GLATFELTER

-25-


Gain on Sales of Plant, Equipment and Timberlands During the first nine 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            -          (18 )

                                            189     $    728     $    681


                 2008
                 Timberlands              4,561     $ 19,280     $ 18,646
                 Other                      n/a            -         (169 )

                                          4,561     $ 19,280     $ 18,477

Income taxes Our results of operations for the first nine months of 2009 reflect an effective tax rate of 15.8% compared to 32.2% in the same period a year ago. The decline in the effective tax rate is primarily due to $75.6 million of alternative fuel mixture credits taxed at a lower effective tax rate, $45.8 million of which are non-taxable, and from a lower proportion of timberland gains, which are taxed at a higher effective tax rate.
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 nine months of 2009, Euro functional currency operations generated approximately 19.5% of our sales and 18.6% of operating expenses and British Pound Sterling operations represented 10.3% of net sales and 10.5% 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 nine months of 2009 reported results compared to the first nine months of 2008:

                                                Nine months
                   In thousands             ended September 30

                                                  Favorable
                                                (unfavorable)
                   Net sales                $           (31,990 )
                   Costs of products sold                31,330
                   SG&A expenses                          3,922
                   Income taxes and other                   119

                   Net income               $             3,381

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-


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

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

              Net sales                        $ 312,358       $ 339,822
              Gross profit                        82,465          57,172
              Operating income                    53,171          36,345
              Net income                          45,994          21,662
              Diluted earnings per share            1.00            0.47

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

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

                         2009
    Alternative fuel mixture credit                    $   32,890      $     0.72

                         2008
    Timberland sales and related transaction costs     $    2,371      $     0.05
    Acquisition integration                                  (240 )         (0.01 )

The above items increased earnings by $32.9 million, or $0.72 per diluted share, and $2.1 million, or $0.04 per diluted share, in the third 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 September 30
Dollars in thousands                    Specialty Papers                        Composite Fibers                      Other and Unallocated                           Total

                                      2009                2008                2009                2008                 2009               2008                2009                2008

Net sales                        $ 211,635           $ 226,028           $ 100,723           $ 113,794           $        -           $      -           $ 312,358           $ 339,822
Energy sales, net                    2,131               2,885                   -                   -                    1                  -               2,132               2,885

Total revenue                      213,766             228,913             100,723             113,794                    1                  -             314,490             342,707
Cost of products sold              178,060             192,110              85,746              96,114              (31,781 )           (2,689 )           232,025             285,535

Gross profit                        35,706              36,803              14,977              17,680               31,782              2,689              82,465              57,172
SG&A                                14,852              13,961               9,176               9,329                5,275              1,512              29,303              24,802
Gains on dispositions of
plant, equipment and
timberlands                              -                   -                   -                   -                   (9 )           (3,975 )                (9 )            (3,975 )

Total operating income              20,854              22,842               5,801               8,351               26,516              5,152              53,171              36,345
Nonoperating income
(expense)                                -                   -                   -                   -               (4,006 )           (4,338 )            (4,006 )            (4,338 )

Income before income taxes       $  20,854           $  22,842           $   5,801           $   8,351           $   22,510           $    814           $  49,165           $  32,007


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