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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
from ______ to ______
For the quarterly period ended JUNE 30, 2003
Commission file number 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 Identification No.)
incorporation or organization)
96 SOUTH GEORGE STREET, SUITE 500
YORK, PENNSYLVANIA 17401 (717) 225-4711
(Address of principal executive offices) (Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
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 at least the past 90 days. Yes |X| No | |.
Indicate by check mark whether the filer is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes |X| No | |.
As of July 31, 2003, P.H. Glatfelter Company had 43,748,522 shares of common
stock outstanding.
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P.H. GLATFELTER COMPANY
REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 2003
TABLE OF CONTENTS
Page
----
PART I - FINANCIAL INFORMATION
ITEM 1 Financial Statements
Condensed Consolidated Statements of Income for the three
months and six months ended June 30, 2003 and 2002
(unaudited) 3
Condensed Consolidated Balance Sheets as of June 30, 2003 and
December 31, 2002 (unaudited) 4
Condensed Consolidated Statements of Cash Flows for the six
months ended June 30, 2003 and 2002 (unaudited) 5
Notes to Condensed Consolidated Financial Statements (unaudited) 6
Independent Accountants' Report 18
ITEM 2 Management's Discussion and Analysis of Financial Condition
and Results of Operations 19
ITEM 3 Quantitative and Qualitative Disclosures About Market Risks 31
ITEM 4 Controls and Procedures 32
PART II - OTHER INFORMATION
ITEM 4 Submission of Matters to a Vote of Security Holders 33
ITEM 6 Exhibits and Reports on Form 8-K 33
SIGNATURES 34
EXHIBIT INDEX 35
-2-
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
P.H. GLATFELTER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
In thousands, except per share amounts 2003 2002 2003 2002
--------- --------- --------- ---------
Net sales $ 129,620 $ 136,693 $ 271,906 $ 267,981
Energy sales - net 2,775 2,533 5,052 4,699
--------- --------- --------- ---------
Total revenues 132,395 139,226 276,958 272,680
Cost of products sold 114,126 110,430 228,382 209,529
--------- --------- --------- ---------
Gross profit 18,269 28,796 48,576 63,151
Operating expenses
Selling, general and administrative expenses 14,737 14,273 29,771 28,627
Loss (gain) on sale of plant, equipment and timberlands (854) (476) (31,401) (1,044)
--------- --------- --------- ---------
Total operating expenses 13,883 13,797 (1,630) 27,583
--------- --------- --------- ---------
Operating income 4,386 14,999 50,206 35,568
Other nonoperating income (expense)
Interest expense on debt (3,655) (3,954) (7,054) (7,688)
Interest income on investments and other - net 500 820 687 1,062
Other income (expense) - net (153) (25) (1,043) (3)
--------- --------- --------- ---------
Total other income (expense) (3,308) (3,159) (7,410) (6,629)
--------- --------- --------- ---------
Income from continuing operations before income taxes 1,078 11,840 42,796 28,939
Income tax provision
Current (1,047) 2,305 2,649 6,325
Deferred 1,443 1,957 12,776 3,915
--------- --------- --------- ---------
Total income tax provision 396 4,262 15,425 10,240
--------- --------- --------- ---------
Income from continuing operations 682 7,578 27,371 18,699
Discontinued operations
Income (loss) from discontinued operations before income taxes (648) (3) (513) 1
Income tax benefits 235 1 188 --
--------- --------- --------- ---------
Income (loss) from discontinued operations (413) (2) (325) 1
--------- --------- --------- ---------
Net income $ 269 $ 7,576 $ 27,046 $ 18,700
========= ========= ========= =========
BASIC AND DILUTED EARNINGS (LOSS) PER SHARE
From continuing operations $ 0.02 $ 0.17 $ 0.63 $ 0.43
From discontinued operations (0.01) -- (0.01) --
--------- --------- --------- ---------
Net income $ 0.01 $ 0.17 $ 0.62 $ 0.43
========= ========= ========= =========
CASH DIVIDENDS DECLARED PER COMMON SHARE $ 0.175 $ 0.175 $ 0.35 $ 0.35
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-3-
P.H. GLATFELTER COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
(unaudited)
JUNE 30 December 31
In thousands 2003 2002
----------- -----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 27,423 $ 32,219
Accounts receivable - net 55,989 59,171
Inventories 72,374 69,890
Prepaid expenses and other current assets 11,062 9,401
Assets held for sale 4,499 4,241
----------- ---------
Total current assets 171,347 174,922
PLANT, EQUIPMENT AND TIMBERLANDS - NET 540,855 517,053
OTHER ASSETS 310,867 261,227
----------- ---------
Total assets $ 1,023,069 $ 953,202
=========== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 798 $ 795
Short-term debt 2,441 1,028
Accounts payable 34,972 27,042
Dividends payable 7,654 7,638
Income taxes payable 4,810 1,550
Accrued compensation, other expenses and deferred income taxes 54,224 54,883
Liabilities of discontinued operations 1,627 1,608
----------- ---------
Total current liabilities 106,526 94,544
LONG-TERM DEBT 244,016 218,709
DEFERRED INCOME TAXES 198,871 183,758
OTHER LONG-TERM LIABILITIES 85,420 82,358
----------- ---------
Total liabilities 634,833 579,369
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY
Common stock 544 544
Capital in excess of par value 40,567 40,798
Retained earnings 507,022 495,278
Accumulated other comprehensive loss (2,112) (3,708)
----------- ---------
546,021 532,912
Less cost of common stock in treasury (157,785) (159,079)
----------- ---------
Total shareholders' equity 388,236 373,833
----------- ---------
Total liabilities and shareholders' equity $ 1,023,069 $ 953,202
=========== =========
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-4-
P.H. GLATFELTER COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
SIX MONTHS ENDED
JUNE 30
In thousands 2003 2002
-------- ---------
OPERATING ACTIVITIES
Net income $ 27,046 $ 18,700
Income (loss) from discontinued operations (325) 1
-------- ---------
Income from continuing operations 27,371 18,699
Adjustments to reconcile to net cash provided by
continuing operations:
Depreciation, depletion and amortization 25,153 22,207
Pension income (8,998) (16,052)
Deferred income tax provision 12,776 3,915
Loss (gain) on sales of plant, equipment and timberlands (31,401) (1,044)
Expense related to 401(k) plans and other 397 659
Change in operating assets and liabilities
Accounts receivable 5,522 (5,618)
Inventories (230) (2,268)
Other assets and prepaid expenses (3,406) (5,951)
Accounts payable, accrued compensation and other expenses, deferred income
taxes and other long term liabilities 2,247 5,886
Income taxes payable 2,522 9,245
-------- ---------
Net cash provided by continuing operations 31,953 29,678
Net cash provided (used) by discontinued operations (244) 103
-------- ---------
Net cash provided by operating activities 31,709 29,781
INVESTING ACTIVITIES
Purchase of plant, equipment and timberlands (45,548) (25,721)
Proceeds from disposal of fixed assets 1,080 181
-------- ---------
Net cash used by investing activities of continuing operations (44,468) (25,540)
Net cash used by investing activities of discontinued operations (60) (15)
-------- ---------
Net cash used by investing activities (44,528) (25,555)
FINANCING ACTIVITIES
Repayment of debt under previous revolving credit agreement -- (133,027)
Net (repayments of) proceeds from revolving credit facility (12,507) 66,529
Proceeds from borrowing from SunTrust Financial 34,000 --
Payment of dividends (15,302) (15,051)
Proceeds from stock options exercised 448 10,463
-------- ---------
Net cash provided (used) by financing activities 6,639 (71,086)
Effect of exchange rate changes on cash 1,384 594
-------- ---------
Net change in cash and cash equivalents (4,796) (66,266)
Cash and cash equivalents at the beginning of period 32,219 87,950
-------- ---------
Cash and cash equivalents at the end of period $ 27,423 $ 21,684
======== =========
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid (received) for
Interest expense $ 8,356 $ 8,076
Income taxes (833) 5,367
The accompanying notes are an integral part of the condensed
consolidated financial statements.
-5-
P. H. GLATFELTER COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. ORGANIZATION
P. H. Glatfelter Company and subsidiaries (d/b/a Glatfelter) is a
manufacturer of specialty papers and engineered products. Headquartered in York,
Pennsylvania, our manufacturing facilities are located in Spring Grove,
Pennsylvania; Neenah, Wisconsin; Gernsbach, Germany; Scaer, France and the
Philippines. Our products are marketed throughout the United States and in many
foreign countries, either through wholesale paper merchants, brokers and agents
or directly to customers.
2. BASIS OF PRESENTATION
These unaudited condensed consolidated interim financial statements
("Financial Statements") have been prepared in accordance with accounting
principles generally accepted in the United States of America and the rules and
regulations of the Securities and Exchange Commission and include the accounts
of Glatfelter and its wholly-owned subsidiaries. These Financial Statements
should be read in conjunction with the audited consolidated financial statements
and notes thereto included in Glatfelter's 2002 Annual Report on Form 10-K filed
with the Securities and Exchange Commission.
These Financial Statements do not include all of the information and
footnotes required for complete financial statements. In management's opinion,
these Financial Statements reflect all adjustments, which are of a normal,
recurring nature, necessary for a fair presentation of the results for the
interim periods presented. Results for these interim periods are not necessarily
indicative of results to be expected for the full year. Certain prior period
amounts have been reclassified, where necessary, to conform to the current
period presentation.
3. DISCONTINUED OPERATIONS
During the second quarter of 2003, we entered into an agreement to sell a
subsidiary located in Wisches, France. For financial reporting purposes this
subsidiary is classified as held for sale and reported as discontinued
operations for all periods presented. The underlying assets are recorded at the
lower of carrying amount or fair value less cost to sell. Accordingly, loss from
discontinued operations includes a charge of $0.5 million, after tax, to
write-down the carrying value of the assets held for sale. Revenue included in
determining results from discontinued operations totaled $1.3 million and $2.6
million for the three months and six months ended June 30, 2003, respectively,
and $0.7 million and $1.5 million for the three months and six months ended June
30, 2002, respectively. This operation was previously reported in the Engineered
Products business unit. The sale of the subsidiary was completed in July 2003.
4. STOCK-BASED COMPENSATION
Stock-based compensation is accounted for in accordance with APB Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations,
as permitted by Statement of Financial Accounting Standards ("SFAS") No. 123,
"Accounting for Stock-Based Compensation." Compensation expense for both
restricted stock and performance stock awards is recognized ratably over the
performance period based on changes in quoted market prices of Glatfelter stock
and the likelihood of achieving the performance goals. This variable plan
accounting recognition is due to the uncertainty of achieving performance goals
and determining the number of shares to ultimately be issued. No compensation
expense is recorded for stock options granted to employees.
-6-
PRO FORMA INFORMATION The weighted-average grant date fair value of options
granted during 2003 and 2002 was $2.54 and $2.48, respectively. Had compensation
expense for stock options been determined consistent with the fair value method
of SFAS No. 123, our net income and earnings per share would have been reduced
to the following pro forma amounts:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
In thousands, except per share amounts 2003 2002 2003 2002
----- ------- -------- --------
Net income
As reported $ 269 $ 7,576 $ 27,046 $ 18,700
Stock-based compensation
expense, after tax (207) (296) (419) (593)
----- ------- -------- --------
Pro forma $ 62 $ 7,280 $ 26,627 $ 18,107
===== ======= ======== ========
Earnings per share
Reported - basic and diluted $0.01 $ 0.17 $ 0.62 $ 0.43
Pro forma - basic and diluted 0.00 0.17 0.61 0.42
----- ------- -------- --------
5. RECENT ACCOUNTING PRONOUNCEMENTS
SFAS No. 143, "Accounting for Asset Retirement Obligations," was issued in
June 2001 and applies to legal obligations associated with the retirement of
long-lived assets that result from the acquisition, construction, development
and/or the normal operation of a long-lived asset. We adopted SFAS No. 143 on
January 1, 2003, and it did not impact our consolidated financial position or
results of operations.
SFAS No. 145, "Recission of SFAS No. 4, 44 and 64, Amendment of SFAS No.
13, and Technical Corrections," was issued April 2002 and is effective for
fiscal years beginning after May 15, 2002. This statement, among other things,
rescinds the requirement to classify a gain or loss upon the extinguishment of
debt as an extraordinary item on the income statement. It also requires lessees
to account for certain modifications to lease agreements in a manner consistent
with sale-leaseback transaction accounting. We adopted SFAS No. 145 on January
1, 2003, and it did not impact our consolidated financial position or results of
operations.
SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," was issued in June 2002 and requires recognition of costs
associated with exit or disposal activities when they are incurred rather than
at the date of a commitment to an exit or disposal plan. This statement is to be
applied prospectively to exit or disposal activities initiated after December
31, 2002. We adopted SFAS No. 146 on January 1, 2003, and it did not impact our
consolidated financial position or results of operations.
SFAS No. 148, "Accounting for Stock-Based Compensation Transition and
Disclosure, an Amendment to SFAS No. 123," was issued in December 2002. This
statement amends SFAS No. 123, "Accounting for Stock-Based Compensation," to
provide alternative methods of transition for a voluntary change to the fair
value based method of accounting for stock-based employee compensation. In
addition, this statement amends the disclosure requirements of SFAS No. 123 to
require prominent disclosures in both annual and interim financial statements
about the method of accounting for stock-based employee compensation and the
effect of the method used on reported results. We have elected to continue
accounting for stock-based compensation in accordance with APB Opinion No. 25
and we have included the appropriate disclosure requirements herein.
In November of 2002, the FASB issued Interpretation No. 45, "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of the Indebtedness of Others" ("FIN No. 45"). FIN No. 45 requires
entities to establish liabilities for certain types of guarantees, and expands
financial statement disclosures for others. The accounting requirements of FIN
No. 45 are effective for guarantees issued or modified after December 31, 2002,
and the disclosure requirements are effective for financial statements for
interim or annual periods ending after December 15, 2002. The adoption on
January 1, 2003, of FIN No. 45 did not have any significant accounting
implications for us as all of our commitments and guarantees are on behalf of
our subsidiaries.
-7-
SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and
Hedging Activities," was issued in April 2003, amends and clarifies accounting
for derivative instruments including derivative instruments embedded in other
contracts, and for hedging activities under SFAS No. 133. This standard is
effective for contracts entered into or modified after June 30, 2003. Management
continues to analyze the impact, if any, SFAS No. 149 will have on our
consolidated financial position or results of operations.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity." This
Statement establishes standards for measuring and classifying certain financial
instruments with characteristics of both liabilities and equity. It requires
that an issuer classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). This Statement is effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective at the beginning third quarter of 2003. Based on the financial
instruments we currently use, the adoption of SFAS No. 150 will not effect our
financial statements.
6. GAIN ON SALE OF TIMBERLANDS
On March 21, 2003, the Company completed its previously announced
agreement to sell approximately 25,500 acres of its timberlands in Maryland,
with a carrying amount of $6.0 million, to a subsidiary of The Conservation Fund
(the "Timberland Buyer"). As consideration for the timberlands, we received a
10-year note from the Timberland Buyer in the principal amount of $37.9 million
(the "Note"), which is included in "Other Assets" in the consolidated balance
sheet. The Note bears interest at 3.22% per annum with interest-only payments
due in quarterly installments. After five years the interest rate on the Note
will be adjusted to the then existing bank prime rate. The Note is secured by a
letter of credit issued by a financial institution.
The Company pledged the Note as collateral under a $34.0 million
promissory note payable to SunTrust Financial (the "Note Payable"). The Note
Payable bears a fixed rate of interest at 3.82% for five years at which time the
Company can elect to renew the obligation. The pre-tax gain recognized from this
transaction was $31.2 million.
-8-
7. EARNINGS PER SHARE
The following table sets forth the details of basic and diluted earnings
per share (EPS):
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
In thousands, except per share amounts 2003 2002 2003 2002
-------- -------- -------- --------
Income from continuing operations $ 682 $ 7,578 $ 27,371 $18,699
Income (loss) from discontinued
operations (413) (2) (325) 1
-------- -------- -------- -------
Net income $ 269 $ 7,576 $ 27,046 $18,700
======== ======== ======== =======
Weighted average common shares 43,717 43,406 43,699 43,180
outstanding used in basic EPS
Common shares issuable upon exercise
of dilutive stock options, restricted
stock awards and performance awards 32 643 30 614
-------- -------- -------- -------
Weighted average common shares
outstanding and common share
equivalents used in diluted EPS 43,749 44,049 43,729 43,794
======== ======== ======== =======
Basic and diluted EPS
Income from continuing operations $ 0.02 $ 0.17 $ 0.63 $ 0.43
Income (loss) from discontinued operations (0.01) -- (0.01) --
-------- -------- -------- -------
Net income $ 0.01 $ 0.17 $ 0.62 $ 0.43
======== ======== ======== =======
8. INVENTORIES
Inventories, net of reserves were as follows:
JUNE 30 December 31
In thousands 2003 2002
------- -----------
Raw materials $14,150 $12,545
In-process and finished 33,682 35,419
Supplies 24,542 21,926
------- -------
Total $72,374 $69,890
======= =======
9. RESTRUCTURING RESERVE
The following schedule summarizes activity in our restructuring reserve
during the first six months of 2003:
SIX MONTHS
In thousands ENDED JUNE 30
-------------
Beginning balance $ 2,572
Adjustments 350
Payments made (2,162)
-------
Ending balance $ 760
=======
During the second quarter of 2003, we accrued and paid an additional $350,000
for severance payments related to the workforce reduction initiative
undertaken at the end of 2002.
-9-
10. LONG-TERM DEBT
Long-term debt is summarized as follows:
JUNE 30 December 31
In thousands 2003 2002
--------- -----------
Revolving credit facility, due June 2006 $ 59,269 $ 67,681
6 7/8% Notes, due July 2007 150,000 150,000
Note payable - SunTrust, due March 2008 34,000 --
Other notes, various 1,545 1,823
--------- ---------
Total long-term debt 244,814 219,504
Less current portion (798) (795)
--------- ---------
Long-term debt, excluding current portion $ 244,016 $ 218,709
========= =========
On June 24, 2002, we entered into an unsecured $102.5 million
multi-currency revolving credit facility (the "Facility") with a syndicate of
three major banks. An additional $22.5 million was added to the Facility on
September 24, 2002 with a fourth major bank. The Facility, which replaced an old
facility, enables Glatfelter or its subsidiaries to borrow up to the equivalent
of $125.0 million in certain currencies. Borrowings can be made for any time
period from one day to six months and incur interest based on the domestic prime
rate or a Eurocurrency rate, at our option, plus a margin ranging from .525% to
1.05%. The margin and a facility fee on the commitment balance are based on the
higher of our debt ratings as published by Standard & Poor's and Moody's. The
Facility requires us to meet certain leverage and interest coverage ratios, with
both of which we are in compliance.
On July 22, 1997, we issued $150.0 million principal amount of 6 7/8%
Notes due July 15, 2007. Interest on the Notes is payable semiannually on
January 15 and July 15. The Notes are redeemable, in whole or in part, at our
option at any time at a calculated redemption price plus accrued and unpaid
interest to the date of redemption, and constitute unsecured and unsubordinated
indebtedness. The net proceeds from the sale of the Notes were used primarily to
repay certain short-term unsecured debt and related interest.
On March 21, 2003, we sold approximately 25,500 acres of timberlands and
received as consideration a $37.9 million 10-year interest bearing note
receivable from the Timberland Buyer (see Note 6). We pledged the Note as
collateral under a $34.0 million promissory note payable to SunTrust Financial
(the "Note Payable"). The Note Payable bears interest at a fixed rate of 3.82%
for five years at which time the Company can elect to renew the obligation.
P. H. Glatfelter Company guarantees debt obligations of all its
subsidiaries. All such obligations are recorded in these consolidated financial
statements.
At June 30, 2003 and December 31, 2002, we had $3.0 million of letters of
credit issued to us by a financial institution. The letters of credit are for
the benefit of certain state workers compensation insurance agencies in
conjunction with our self-insurance program. No amounts were outstanding under
the letters of credit. We bear the credit risk on this amount to the extent that
we do not comply with the provisions of certain agreements. The letters of
credit do not reduce the amount available under our lines of credit.
-10-
11. FINANCIAL DERIVATIVES
In conjunction with our 2002 refinancing, we entered into a cross-currency
swap transaction effective June 24, 2002. Under this transaction, we swapped
$70.0 million for approximately (euro)73.0 million and will pay interest on the
Euro portion of the swap at a floating Eurocurrency Rate, plus applicable
margins and will receive interest on the dollar portion of the swap at a
floating U.S. Dollar LIBOR, plus applicable margins. The contract matures on
June 24, 2006. The cross-currency swap is designed to provide protection from
the impact that changes in currency rates have on certain U.S.
Dollar-denominated debt obligations recorded at our subsidiary in Gernsbach,
Germany. The cross currency swap is recorded at fair value of $(13.4) million in
the Consolidated Balance Sheets under the caption "Accrued compensation, other
expenses and deferred income taxes". Changes in fair value are recognized in
earnings as "Other income (expense)" in the Consolidated Statements of Income.
The mark-to-market adjustment was completely offset by a gain on the related
remeasurement of the U.S. Dollar denominated debt obligations.
The credit risks associated with our financial derivatives are controlled
through the evaluation and monitoring of the creditworthiness of the
counterparties. Although we may be exposed to losses in the event of
nonperformance by counterparties, we do not expect such losses, if any, to be
significant.
12. COMPREHENSIVE INCOME
The following table sets forth comprehensive income and its components:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
In thousands 2003 2002 2003 2002
---- ------ ------- -------
Net income $269 $7,576 $27,046 $18,700
Foreign currency translation
adjustment 618 1,385 1,596 1,068
---- ------ ------- -------
Comprehensive income $887 $8,961 $28,642 $19,768
==== ====== ======= =======
13. COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS
ECUSTA DIVISION
In connection with the sale of the Ecusta Division in August 2001 to four
related entities consisting of Purico (IOM) Limited, an Isle of Man limited
liability company ("Purico"), RF&Son Inc. ("RF"), RFS US Inc. ("RFS US") and RFS
Ecusta Inc. ("RFS Ecusta"), all three of which are Delaware corporations,
(collectively, the "Buyers"). The Buyers assumed certain liabilities related to
the operation of the Ecusta Division. In July 2002, we received notice from the
Buyers' legal counsel asserting claims for indemnification for certain alleged
damages incurred by the Buyers, without estimates of value, pursuant to the
Acquisition Agreement between the Buyers and us. We have requested, but not
received, further information from the Buyers and, therefore, are unable to
evaluate these claims or ascertain what effect, if any, these claims may have on
our consolidated financial position and/or results of operations.
In August 2002, the Buyers shut down the manufacturing operation of the
paper mill in Pisgah Forest, North Carolina, which was the most significant
operation of the Ecusta Division. On October 23, 2002, RFS Ecusta and RFS US
filed for bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. During the
third quarter of 2002, in accordance with the provisions of the Acquisition
Agreement, we notified the Buyers of third party claims ("Third Party Claims")
made against us for which we are seeking indemnification from the Buyers. The
Third Party Claims primarily relate to certain post-retirement benefits, workers
compensation claims and vendor payables. In addition, beginning in April 2003,
we have had discussions with governmental authorities regarding certain
potential environmental-related liabilities ("Environmental Items") associated
with the Ecusta mill and its properties.
-11-
As of June 30, 2003, we had recorded liabilities totaling $6.0 million
relating to the Third Party Claims and the Environmental Items. This amount
includes $3.4 million that was accrued during the second quarter of 2003.
Pursuant to the terms of the Acquisition Agreement, the Buyers assumed
substantially all of these liabilities and they have agreed to indemnify and
hold us harmless against them. Accordingly, we also recorded a corresponding
receivable of $5.9 million for amounts due from Purico and RF, the buyers that
have not filed for bankruptcy, including $3.3 million that was recorded during
the second quarter of 2003. We do not expect to receive any proceeds from the
bankruptcy proceedings. The net charge included in our results of operations for
the three months and six months ended June 30, 2003 was $0.1 million. At this
time, no reserves have been recorded related to the receivables due from Purico
and RF.
In addition to the amounts discussed above, as of June 30, 2003, our trade
accounts receivable included $1.5 million for products sold by our S&H
subsidiary pursuant to a supply agreement with a German company affiliated with
Purico. Such accounts receivable balances totaled $0.8 million at August 7,
2003, reflecting additional sales offset by $1.5 million of cash collections.
Effective August 8, 2003, the assets of RFS Ecusta and RFS US, which
substantially consist of the paper mill and related real property, were sold to
an unrelated third party, whose business plan is to continue certain
mill-related operations and to convert portions of the mill site into a business
park. The governmental authorities are continuing to investigate the
environmental conditions at the mill. We are uncertain as to what additional
Ecusta-related claims, including environmental matters, if any, may be asserted
against us. The likelihood and extent of potential claims against us would be
mitigated by the successful execution of the business plan discussed above.
Should any claims be made against us, we would seek indemnification for such
damages to the extent possible in accordance with the terms of the Acquisition
Agreement. We cannot ascertain at this time what effect, if any, these matters
will have on our consolidated financial position and/or results of operations.
ENVIRONMENTAL MATTERS
We are subject to loss contingencies resulting from regulation by various
federal, state, local and foreign governmental authorities with respect to the
environmental impact of our mills. To comply with environmental laws and
regulations, we have incurred substantial capital and operating expenditures in
past years. We anticipate that environmental regulation of our operations will
continue to become more burdensome and that capital and operating expenditures
necessary to comply with environmental regulations will continue, and perhaps
increase, in the future. In addition, we may incur obligations to remove or
mitigate any adverse effects on the environment resulting from our operations,
including the restoration of natural resources and liability for personal injury
and for damages to property and natural resources. Because environmental
regulations are not consistent worldwide, our ability to compete in the world
marketplace may be adversely affected by capital and operating expenditures
required for environmental compliance.
SPRING GROVE, PENNSYLVANIA We are subject to the "Cluster Rule," a 1998
federal regulation in which the United States Environmental Protection Agency
("EPA") aims to regulate air and water emissions from certain pulp and paper
mills, including kraft pulp mills, such as our Spring Grove facility. Issued
under both the Clean Air Act and the Clean Water Act, the Cluster Rule
establishes baseline emissions limits for toxic and conventional pollutant
releases to both water and air.
Subject to permit approvals, we have undertaken an initiative at our
Spring Grove facility under the Voluntary Advanced Technical Incentive Program
set forth by the EPA in the Cluster Rule. This initiative, the "New Century
Project," will require capital expenditures currently estimated to be
approximately $37.0 million to be incurred before April 2004. The New Century
Project includes improvements in brownstock washing, installation of an oxygen
delignification bleaching process, 100 percent chlorine dioxide substitution and
a hardwood ozone bleaching system. Through June 30, 2003, we have invested
approximately $28.0 million in this project. We presently do not anticipate
difficulties in implementing the New Century Project. While we have obtained all
the required governmental approvals, we have not yet installed all the necessary
equipment.
We voluntarily cooperated with an investigation by the Pennsylvania
Department of Environmental Protection (the "PA DEP") which commenced in
February 2002, of our Spring Grove facility related to certain discharges to the
Codorus Creek. On June 13, 2003, we entered into a Consent Order and Agreement
with the PA DEP regarding such discharges. Under the terms of this agreement, we
agreed to pay a civil penalty of $1.5 million over three years, beginning June
15, 2003, and to implement various remedial
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measures related to the facility's operations and to the facility's historical
piping network. We accrued $1.5 million in the 2002 fourth quarter results of
operations for this obligation and the remedial measures are expected to be
capital expenditures.
In 1999, EPA and the Pennsylvania DEP issued us separate Notices of
Violation ("NOVs") alleging violations of air pollution control laws, primarily
for purportedly failing to obtain appropriate pre-construction air quality
permits in conjunction with certain modifications to our Spring Grove facility.
For all but one of the modifications cited by EPA, we applied for and
obtained from the Pennsylvania DEP the pre-construction permits that we
concluded were required by applicable law. EPA reviewed those applications
before the permits were issued. The Pennsylvania DEP's NOV pertained only to the
modification for which we did not receive a pre-construction permit. We
conducted an evaluation at the time of this modification and determined that the
pre-construction permit cited by EPA and the Pennsylvania DEP was not required.
We have been informed that EPA and the Pennsylvania DEP will seek substantial
emissions reductions, as well as civil penalties, to which we believe we have
meritorious defenses. Nevertheless, we are unable to predict the ultimate
outcome of these matters or the costs, if any, involved.
NEENAH, WISCONSIN We have previously reported with respect to potential
environmental claims arising out of the presence of polychlorinated biphenyls
("PCBs") in sediments in the lower Fox River and in the Bay of Green Bay,
downstream of our Neenah, Wisconsin facility. We acquired the Neenah facility in
1979 as part of the acquisition of the Bergstrom Paper Company. In part, this
facility uses wastepaper as a source of fiber. At no time did the Neenah
facility utilize PCBs in the pulp and paper making process, but discharges from
the facility containing PCBs from wastepaper may have occurred from 1954 to the
late 1970s. Any PCBs that the Neenah facility discharged into the Fox River
resulted from the presence of NCR(R)-brand carbonless copy paper in the
wastepaper that was received from others and recycled.
As described below, various state and federal governmental agencies have
formally notified seven potentially responsible parties ("PRPs"), including
Glatfelter, that they are potentially responsible for response costs and
"natural resource damages" ("NRDs") arising from PCB contamination in the lower
Fox River and in the Bay of Green Bay, under the Comprehensive Environmental
Response, Compensation and Liability Act ("CERCLA") and other statutes. The six
other identified PRPs are NCR Corporation, Appleton Papers Inc., Georgia Pacific
(formerly Fort Howard Corp. and Fort James), WTM I Co. (a subsidiary of
Chesapeake Corp.), Riverside Paper Corporation, and U.S. Paper Mills Corp. (a
subsidiary of Sonoco Products Company). We believe some of these PRPs may have
corporate or contractual relationships with unidentified entities that may shift
monetary obligations arising from the lower Fox River and Bay of Green Bay.
CERCLA establishes a two-part liability structure that makes responsible
parties liable for (1) "response costs" associated with the remediation of a
release of hazardous substances and (2) NRDs related to that release. Courts
have interpreted CERCLA to impose joint and several liability on responsible
parties for response costs, subject to equitable allocation in certain
instances. Prior to a final settlement by all responsible parties and the final
cleanup of the contamination, uncertainty regarding the application of such
liability will persist.
On January 7, 2003, the Wisconsin Department of Natural Resources (the
"Wisconsin DNR") and EPA issued a Record of Decision ("ROD") for the cleanup of
reaches of the lower Fox River known as Operable Unit 1 ("OU1") (which consists
of Little Lake Butte des Morts, the portion of the river that is closest to our
Neenah facility) and Operable Unit 2 ("OU2") (which is the portion of the river
between dams at Appleton and Little Rapids).
Subject to extenuating circumstances and alternative solutions arising
during the cleanup, the ROD requires the removal of approximately 784,000 cubic
yards of sediment from OU1 and no active remediation of OU2. The ROD also
requires the monitoring of the two operable units. Wisconsin DNR and EPA
estimate that the remedy for these two reaches will cost approximately $75
million but could cost within a range from approximately $52 million to $112
million. On July 1, 2003, WTM I entered into an Administrative Order on Consent
with EPA and the Wisconsin DNR regarding to the implementation of the Remedial
Design for OU1. We continue to actively negotiate a potential settlement with
the EPA and the Wisconsin DNR regarding the implementation of the remedy for OU1
and to resolve our potential liability for certain response costs.
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On July 28, 2003, the EPA and the Wisconsin DNR issued a ROD ("the Second
ROD") for the cleanup of reaches of the lower Fox River and the Bay of Green Bay
known as Operable Units 3 through 5. The Neenah mill's discharge is more than 20
miles upstream of this portion of the river. The Second ROD calls for the
removal of 6.5 million cubic yards of sediment and certain monitoring at an
estimated cost of $324.4 million but, according to the Second ROD, could cost
within a range from approximately $227.0 million to $486.6 million. The most
significant component of the estimated costs is attributable to large-scale
sediment removal by dredging. We are currently analyzing the Second ROD to
determine the feasibility of the remedy set forth therein and its impact, if
any, on our potential liability.
The ROD and Second ROD do not place any value on claims for NRDs
associated with this matter. As noted above, NRD claims are distinct from costs
related to the primary remediation of a Superfund site. Calculating the value of
NRD claims is difficult, especially in the absence of a completed remedy for the
underlying contamination. The State of Wisconsin, the United States Fish and
Wildlife Service ("FWS"), the National Oceanic and Atmospheric Administration
("NOAA"), four Indian tribes and the Michigan Attorney General have asserted
that they possess NRD claims related to the lower Fox River and the Bay of Green
Bay.
In June 1994, FWS notified the seven identified PRPs that it considered
them potentially responsible for NRDs. The federal, tribal and Michigan agencies
claiming to be NRD trustees have proceeded with the preparation of an NRD
assessment. While the final assessment will be delayed until after the selection
of a remedy, the federal trustees released a plan on October 25, 2000 that
values their NRDs for injured natural resources between $176 million and $333
million. We believe that the federal NRD assessment is technically and
procedurally flawed. We also believe that the NRD claims alleged by the various
alleged trustees are legally and factually without merit.
On June 20, 2002, the United States, the State of Wisconsin and the Fort
James Operating Company ("Fort James") lodged a consent decree with the U.S.
District Court for the Eastern District of Wisconsin. If entered, that consent
decree would resolve certain outstanding claims, primarily NRD claims, against
Fort James and a related entity. Under the terms of the proposed consent decree,
Fort James would pay $6.2 million in cash to the United States and the State of
Wisconsin in settlement of various claims related to NRDs and cost recovery
related to dredging of sediments at Deposits 56/57 (downstream from OU1 and
OU2). Fort James also agrees to convey 1,063 acres of land to the State and to
perform delineated NRD "restoration" projects at a cost of up to $3.9 million.
We submitted comments on the proposed consent decree to the U.S.
Department of Justice. These comments suggest that the United States, the State
of Wisconsin and certain alleged natural resource trustees not move to enter
this proposed consent decree, due to various procedural and substantive
infirmities. Nevertheless, on March 28, 2003, the federal government made such a
motion with respect to which the courts have not yet ruled. Because the factual
and legal justification the plaintiffs provided for the settlement is vague and
specific to the Fort James situation, we are not able to extrapolate an
estimated settlement amount for Glatfelter from the proposed consent decree.
The Wisconsin DNR and FWS have published studies, the latter in draft
form, estimating the amount of PCBs discharged by each identified PRP to the
lower Fox River and the Bay of Green Bay. These reports are cited in both RODs
and in the final joint restoration plan. These reports estimate our Neenah
facility's share of the volumetric discharge to be as high as 27%. We do not
believe the volumetric estimates used in these studies are accurate because the
studies themselves disclose that they are not accurate and are based on
assumptions for which there is no evidence. We believe that our volumetric
contribution is significantly lower than the estimates. Further, we do not
believe that a volumetric allocation would constitute an equitable distribution
of the potential liability for the contamination. Other factors, such as the
location of contamination, location of discharge and a party's role in causing
discharge must be considered in order for the allocation to be equitable.
We have entered into interim cost-sharing agreements with four of the
other six PRPs, pursuant to which such PRPs have agreed to share both defense
costs and costs for scientific studies relating to PCBs discharged into the
lower Fox River. These interim cost-sharing agreements have no bearing on the
final allocation of costs related to this matter. Based upon our evaluation of
the magnitude, nature and location of the various discharges of PCBs to the
river and the relationship of those discharges to identified contamination, we
believe our share of any liability among the seven identified PRPs is much less
than one-seventh of the whole.
-14-
We also believe that additional potentially responsible parties exist
other than the seven identified PRPs. For instance, certain of the identified
PRPs discharged their wastewater through public wastewater treatment facilities,
which we believe makes the owners of such facilities potentially responsible in
this matter. We also believe that entities providing wastepaper-containing PCBs
to each of the recycling mills, including our Neenah facility, are also
potentially responsible for this matter.
We continue to believe that this matter will likely result in litigation,
but cannot predict the timing, nature, extent or magnitude of such litigation.
We currently are unable to predict our ultimate cost related to this matter.
RESERVES FOR ENVIRONMENTAL LIABILITIES The amount and timing of future
expenditures for environmental compliance, cleanup, remediation and personal
injury, NRDs and property damage liability (including, but not limited to, those
related to the lower Fox River and the Bay of Green Bay) 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 abatement, the response actions that may be required, the availability
of qualified remediation contractors, equipment and landfill space and the
number and financial resources of any other PRPs. We have established reserves
relating to unasserted claims for environmental liabilities for those matters
for which it is probable that a claim will be made, that an obligation may exist
and for which the amount of the obligation is reasonably estimable. As of June
30, 2003 and December 31, 2002, we had accrued reserves for asserted and
unasserted liabilities related to environmental matters of approximately $29.8
million and $30.3 million, respectively. These accruals are primarily included
in "other long-term liabilities" on the Consolidated Balance Sheets. During
2003, the reserve balance declined $0.5 million as a result of the first of
three installment payments made to the PA DEP. No adjustments were made to the
reserve during the first half of 2002.
NEENAH, WISCONSIN - RANGE OF REASONABLY POSSIBLE OUTCOMES. Based on
analysis of currently available information and experience regarding the cleanup
of hazardous substances, we believe that it is reasonably possible that our
costs associated with the lower Fox River and the Bay of Green Bay may exceed
current reserves by amounts that may prove to be insignificant or that could
range, in the aggregate, up to approximately $125 million, over a period that is
undeterminable but could range beyond 20 years. We believe that the likelihood
of an outcome in the upper end of the monetary range is significantly less than
other possible outcomes within the range and that the possibility of an outcome
in excess of the upper end of the monetary range is remote. In our estimate of
the upper end of the range, we have assumed full-scale dredging as set forth in
the ROD for Operable Unit 1 and no active remediation of OU2. We have also
assumed full-scale dredging for the remainder of the River and the Bay of Green
Bay, as set forth in the Second ROD, at a significantly higher cost than
estimated in the Second ROD. We have also assumed our share of the ultimate
liability to be 18%, which is significantly higher than we believe is
appropriate or will occur and a level of NRD claims and claims for reimbursement
of expenses from other parties that, although reasonably possible, is unlikely.
In estimating both our current reserve for environmental remediation and other
environmental liabilities and the possible range of additional costs, we have
not assumed that we will bear the entire cost of remediation and damages to the
exclusion of other known PRPs who may be jointly and severally liable. The
ability of other PRPs to participate has been taken into account, based
generally on their financial condition and probable contribution. Our evaluation
of the other PRPs' financial condition included the review of publicly disclosed
financial information. The relative probable contribution is based upon our
knowledge that at least two PRPs manufactured the paper that included the PCBs
and as such, in our opinion, bear a higher level of responsibility.
In addition, our assessment is based upon the magnitude, nature and
location of the various discharges of PCBs to the river and the relationship of
those discharges to identified contamination. We have also considered that over
a number of years, certain PRPs were under the ownership of large multinational
companies, which appear to retain some liability for this matter. We continue to
evaluate our exposure and the level of our reserves, including, but not limited
to, our potential share of the costs and NRDs (if any) associated with the lower
Fox River and the Bay of Green Bay.
-15-
We believe that we are insured against certain losses related to the lower
Fox River and the Bay of Green Bay, depending on the nature and amount of the
losses. On July 30, 2003, we filed a Complaint in the Circuit Court for the
County of Milwaukee, Wisconsin, against our insurers, seeking damages for breach
of contract and declaratory relief related to such losses. The filing of this
complaint followed the issuance of a Wisconsin Supreme Court opinion regarding
environmental coverage issues that is favorable to policyholders. While we
believe that we will be successful in this action and recoveries may be
significant, we are uncertain as to what the timing or extent of any ultimate
recovery will be and whether it will be significant in relation to the potential
losses associated with the Fox River. Our financial statements do not include
any amounts for such potential recoveries.
SUMMARY Our current assessment is that we should be able to manage these
environmental matters without a long-term, material adverse impact on us. These
matters could, however, at any particular time or for any particular year or
years, have a material adverse effect on our consolidated financial position,
liquidity and/or results of operations or could result in a default under our
loan covenants. Moreover, there can be no assurance that our reserves will be
adequate to provide for future obligations related to these matters, that our
share of costs and/or damages for these matters will not exceed our available
resources, or that such obligations will not have a long-term, material adverse
effect on our consolidated financial position, liquidity or results of
operations. With regard to the lower Fox River and the Bay of Green Bay, if we
are not successful in managing the matter and are ordered to implement the
remedies proposed in both the first and second RODs, such orders would have a
material adverse effect on our consolidated financial position, liquidity and
results of operations and would result in a default under our loan covenants.
We are also involved in other lawsuits that are ordinary and incidental to
our business. The ultimate outcome of these lawsuits cannot be predicted with
certainty, however, we do not expect that such lawsuits in the aggregate or
individually will have a material adverse effect on our consolidated financial
position, liquidity or results of operations.
14. SEGMENT INFORMATION
We manage our organization along separate business units: Engineered
Products, Long-Fiber & Overlay Papers, and Printing and Converting Papers, as
well as Tobacco Papers, which is being exited. In the latter part of 2002, we
completed the implementation of a new information system to provide, among other
things, more complete business unit reporting. However, we are unable to provide
detail business unit profitability reporting for periods prior to the system
implementation.
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 generally
accepted accounting principles; 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.
The following tables set forth net sales by business unit:
THREE MONTHS
ENDED JUNE 30 PERCENT OF TOTAL
Dollars in millions 2003 2002 CHANGE 2003 2002
------- ------- ------- ------- -------
BUSINESS UNIT
Engineered Products $ 34.8 $ 35.1 $ (0.2) 26.9% 25.7%
Long-Fiber & Overlay Papers 29.4 24.7 4.6 22.7 18.1
Printing and Converting Papers 62.9 71.7 (8.8) 48.5 52.4
Tobacco Papers 2.5 5.2 (2.7) 1.9 3.8
------- ------- ------- ------- -------
Total $ 129.6 $ 136.7 $ (7.1) 100.0% 100.0%
======= ======= ======= ======= =======
-16-
SIX MONTHS
ENDED JUNE 30 PERCENT OF TOTAL
Dollars in millions 2003 2002 CHANGE 2003 2002
------ ------ ------ ------ ------
BUSINESS UNIT
Engineered Products $ 65.8 $ 64.1 $ 1.7 24.2% 23.9%
Long-Fiber & Overlay Papers 64.7 51.3 13.4 23.8 19.2
Printing and Converting Papers 134.9 142.4 (7.5) 49.6 53.1
Tobacco Papers 6.5 10.2 (3.7) 2.4 3.8
------ ------ ------ ------ ------
Total $271.9 $268.0 $ 3.9 100.0% 100.0%
====== ====== ====== ====== ======
The following table sets forth profitability information by business unit
and the composition of consolidated income before income taxes:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2003
Operating
Profit Operating Operating Operating
Dollars in millions (Loss) Margin Profit Margin
---------- --------- --------- ---------
BUSINESS UNIT
Engineered Products $(0.7) (2.1)% $ 1.0 1.5%
Long-Fiber & Overlay Papers 0.8 3.2 7.3 11.3
Printing and Converting Papers (1.9) (3.1) (0.7) (0.5)
Tobacco Papers (1.5) (60.4) (2.8) (43.2)
----- -----
Total Business Unit (3.3) (2.5) 4.8 1.8
Energy sales, net 2.8 5.0
Pension income, net 4.1 9.0
Gain on sale of plant, equipment and timberlands, net 0.8 31.4
----- -----
Total consolidated operating income 4.4 50.2
Interest expense, net (3.2) (6.4)
Other income (expense), net (0.1) (1.0)
----- -----
Income from continuing operations before
income taxes $ 1.1 $42.8
===== =====
Management evaluates results of operations before energy sales, gains from
asset sales and the effects of non-cash pension income because it believes 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 core operations. This presentation is closely aligned
with the management and operating structure of our company. It is also on this
basis that management performance is evaluated internally and by the Company's
Board of Directors.
-17-
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 June 30, 2003 and the related
condensed consolidated statements of income for the three months and six months
ended June 30, 2003 and 2002 and condensed consolidated statements of cash flows
for the six months ended June 30, 2003 and 2002. These financial statements are
the responsibility of the Company's management.
We conducted our reviews 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 auditing standards generally accepted in the United States of
America, 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 reviews, 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 accounting principles generally accepted in the United States of
America.
We have previously audited, in accordance with auditing standards generally
accepted in the United States of America, the consolidated balance sheet of P.
H. Glatfelter Company and subsidiaries as of December 31, 2002, and the related
consolidated statements of income, shareholders' equity and cash flows for the
year then ended (not presented herein); and in our report dated February 28,
2003 (which includes an explanatory paragraph concerning the Company's adoption
of Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, effective January 1, 2002), 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, 2002 is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
/s/ Deloitte & Touche LLP
Philadelphia, Pennsylvania
August 11, 2003
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF INCOME
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 its 2002 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 Quarterly 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 management's
expectations. The following discussion includes forward-looking statements
regarding expectations of, among others, net sales, cost of products sold,
pension costs, environmental costs 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 for, or pricing of, our products;
ii. changes in the cost or availability of raw materials we use, in particular
market pulp, pulp substitutes and wastepaper; abaca fiber, and changes in
energy-related costs;
iii. our ability to develop new, high value-added engineered products and long
fiber & overlay papers;
iv. 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;
v. cost and other effects of environmental compliance, cleanup, damages,
remediation or restoration, or personal injury or property damage related
thereto, such as costs associated with the NOVs issued by the EPA and the
Pennsylvania DEP, the costs of natural resource restoration or damages
related to the presence of polychlorinated biphenyls ("PCBs") in the lower
Fox River on which our Neenah mill is located; the costs, if any, of
environmental matters at our former Ecusta Division mill; and the effect
of complying with the wastewater discharge limitations of the Spring Grove
mill permits;
vi. the gain or loss of significant customers and/or on-going viability of
such customers;
vii. risks associated with our international operations, including local
economic and political environments and fluctuations in currency exchange
rates;
viii. geopolitical events, including war and terrorism;
ix. enactment of adverse state, federal or foreign legislation or changes in
government policy or regulation;
x. our ability to identify, finance and consummate future alliances or
acquisitions;
xi. adverse results in litigation;
xii. disruptions in production and/or increased costs due to labor disputes;
xiii. the effect on us, if any, associated with the financial condition of the
buyers of the Ecusta Division; and,
xiv. our ability to realize the value of our timberlands.
CRITICAL ACCOUNTING POLICIES
The following discussion and analysis of our consolidated financial
position and results of operations is based upon our condensed consolidated
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these condensed consolidated financial statements requires us to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to sales returns, doubtful accounts, inventories, investments and
financial derivative instruments, long-lived assets and contingencies, including
environmental matters. We base our estimates on historical experience and on
various other assumptions that we believe are reasonable under the
circumstances; the results of which form the basis for making judgments about
the carrying values of assets and liabilities that are not readily apparent from
other sources. Actual results may differ from these estimates.
-19-
We believe the following represent the most significant and subjective
estimates used in the preparation of our consolidated financial statements.
i. We maintain reserves for expected sales returns and allowances based
principally on our return practices and our historical experience. If
actual sales returns differ from the estimated return rates projected, we
may need to increase or decrease our reserves for sales returns and
allowances, which could affect our reported income.
ii. We maintain allowances for doubtful accounts for estimated losses
resulting from our customers' failure to make required payments. If actual
customer payments differ from our estimates, we may need to increase or
decrease our allowances for doubtful accounts, which could affect our
reported income.
iii. We evaluate the recoverability of our long-lived assets, including
property, equipment and intangible assets periodically or whenever events
or changes in circumstances indicate that the carrying amounts may not be
recoverable. Our evaluations include analyses based on the cash flows
generated by the underlying assets, profitability information, including
estimated future operating results, trends or other determinants of fair
value. If the value of an asset determined by these evaluations is less
than its carrying amount, a loss is recognized for the difference between
the fair value and the carrying value of the asset. Future adverse changes
in market conditions or poor operating results of the related business may
indicate an inability to recover the carrying value of the assets, thereby
possibly requiring an impairment charge in the future.
iv. Accounting for defined-benefit pension plans requires various assumptions,
including, but not limited to, discount rates, expected rates of return on
plan assets and future compensation growth rates. Accounting for our
retiree medical plans also requires various assumptions, which include,
but are not limited to, discount rates and annual rates of increase in the
per capita costs of health care benefits. We evaluate these assumptions at
least once each year and make changes as conditions warrant. Changes to
these assumptions will increase or decrease our reported income, which
will result in changes to the recorded benefit plan assets and
liabilities.
v. We maintain accruals for losses associated with environmental obligations
when it is probable that a liability has been incurred and the amount of
the liability can be reasonably estimated based on existing legislation
and remediation technologies. These accruals are adjusted periodically as
assessment and remediation actions continue and/or further legal or
technical information develops. Such undiscounted liabilities are
exclusive of any insurance or other claims against third parties.
Recoveries of environmental remediation costs from other parties,
including insurance carriers, are recorded as assets when their receipt is
assured beyond a reasonable doubt.
vi. We have made estimates and accrued for liabilities assumed by the buyers
of the Ecusta Division. In addition, we have recorded receivables due from
the buyers to reimburse us for such liabilities as well as for other
expenses we were to pay on the buyers' behalf. We continue to evaluate the
collectibility of the receivables due from the buyers and, at June 30,
2003, have determined that no reserves are necessary for such receivables.
However reserves may be necessary in future periods.
Reference is made to our Annual Report on Form 10-K for the year ended
December 31, 2002, Item 8 - Financial Statements and Supplementary Data - Note 2
and the Notes included in this Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2003, for a discussion of our accounting policies with
respect to these and other items.
OVERVIEW
We are one of the world's leading manufacturers of specialty papers and
engineered products. During 2002 we completed the reorganization of the way we
manage our business. We now operate three business units: Engineered Products,
Long-Fiber & Overlay Papers and Printing and Converting Papers as well as
Tobacco Papers, which is being exited. We also completed our IMPACT project,
which included the installation of a worldwide enterprise resource planning
("ERP") information system.
-20-
RESULTS OF OPERATIONS
FIRST SIX MONTHS OF 2003 VERSUS FIRST SIX MONTHS OF 2002
The following table sets forth summarized results of operations.
SIX MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------ ------ ------
Net sales $271.9 $268.0 $ 3.9
Energy sales, net 5.1 4.7 0.4
------ ------ ------
Total revenue 277.0 272.7 4.3
Cost of products sold 228.4 209.5 18.9
------ ------ ------
Gross profit 48.6 63.2 (14.6)
Operating expenses
Selling, general and administrative expenses 29.8 28.7 1.1
Loss (gain) on sale of plant, equipment and
timberlands (31.4) (1.1) (30.3)
Total operating expenses (1.6) 27.6 (29.2)
------ ------ ------
Operating income 50.2 35.6 14.6
Interest expense (7.1) (7.7) 0.6
Interest income 0.7 1.0 (0.3)
Other income (expense), net (1.0) -- (1.0)
------ ------ ------
Nonoperating income (expense) (7.4) (6.7) (0.7)
------ ------ ------
Income from continuing operations before 42.8 28.9 13.9
income taxes
Income taxes 15.4 10.2 5.2
------ ------ ------
Income from continuing operations 27.4 18.7 8.7
Discontinued operations
Loss from discontinued operations before taxes (0.6) -- (0.6)
Income tax benefits (0.2) -- (0.2)
------ ------ ------
Net loss from discontinued operations (0.4) -- (0.4)
------ ------ ------
Net income $ 27.0 $ 18.7 $ 8.3
====== ====== ======
Net income and diluted earnings per share for the first six months of 2003 were
$27.0 million and $0.62, respectively, compared to $18.7 million and $0.43,
respectively, for the comparable period in 2002. The results for the first six
months of 2003 include a pre-tax gain of $31.2 million, or $20.0 million
after-tax, from the previously announced sale of approximately 25,500 acres of
timberlands, a $0.7 million after-tax loss on the sale of certain paper making
equipment and $0.4 million after-tax loss on discontinued operations. Earnings
for the first six months of 2003 before these items were $8.1 million, or $0.19
per diluted share. On this basis, the decline in earnings was primarily due to
lower non-cash pension income, lower sales volumes and higher costs of products
sold in the first six months of 2003. Reported earnings in the period-to-period
comparison were also favorably impacted by the weakening of the U.S. Dollar
versus the Euro and the resulting impact on translated results of international
operations. The weaker U.S. Dollar had an estimated favorable impact on net
income of approximately $2.1 million in the first six months of 2003.
NET SALES
Our consolidated net sales totaled $271.9 million for the first six months of
2003 compared to $268.0 million for the year-earlier first six months, an
increase of $3.9 million, or 1.5%. Sales growth was attributable the benefits of
a weaker U.S. Dollar relative to the Euro, which more than offset a decrease in
constant-currency average net selling price. In the period-to-period comparison,
the weaker U.S. Dollar benefited translated consolidated net sales of
international operations by approximately $15.7 million. Increased volumes in
our Long Fiber & Overlay and Engineered Products business units were more than
offset by lower volumes in Printing & Converting.
-21-
During the first six months of 2003, sales volume for our Engineered
Products increased by approximately 4.0% compared to the first six months of
2002, and average net selling prices increased slightly. Our Long-Fiber &
Overlay Papers business unit experienced 14.2% increased sales volume for its
products and average net selling prices increased 10.1%, although this price
increase was entirely due to a weaker U.S. dollar in the comparison. In the
Printing and Converting Papers business unit, net sales volume declined 4.4%
compared to the same period a year ago, primarily due to weaker market-related
demand in this segment together with our decisions in early in 2003 not to
pursue volume at unattractive pricing. In addition, during the second quarter of
2003, Printing & Converting Papers volume was adversely impacted by a current
willingness of some customers to purchase lower-cost, lower-quality alternatives
offered by competitors, particularly in the book publishing market. Average net
selling prices in this business unit declined slightly in the period-to-period
comparison.
Tobacco Papers represent a business unit that we are exiting pending
completion of our agreement to provide tobacco papers to an affiliate of one of
the buyers of our Ecusta Division. We expect sales from this unit to approximate
$8.0 million to $10.0 million in 2003. The lower proportion of tobacco papers
sales relative to our total sales is expected to have a favorable impact on our
gross margin percentage.
ENERGY SALES, NET
Energy sales, net totaled $5.1 million in the first six months of 2003 compared
with $4.7 million in the comparable period of 2002. Energy sales represent net
revenue earned from the sale of excess power generated by our Spring Grove, PA
mill.
COST OF PRODUCTS SOLD AND GROSS PROFIT
Cost of products sold ("COS") increased $18.9 million, or 9.0%, in the
period-to-period comparison. COS increased despite lower sales volumes primarily
due $10.8 million due to the weakening of the U.S. Dollar compared to the Euro
and the resulting impact on translated COS of international operations. The
increase in COS also consisted of approximately $5.6 million of lower non-cash
pension income, $3.7 million of higher market pulp and wastepaper costs, $2.3
million of energy-related costs, and $0.6 million attributable to the impact of
heavy snows during 2003. In addition, due to soft demand, we took market-related
downtime at the Spring Grove, Neenah, WI and Gernsbach, Germany mills. Further,
in the second quarter of 2003, we commenced the scheduled shutdown and rebuild
of a long-fiber & overlay paper machine in Gernsbach. During the second quarters
of 2003 and 2002, we completed our annually scheduled maintenance shutdown at
our Spring Grove mill. Shutdowns result in reduced production leading to
unfavorable manufacturing variances that negatively affect costs of products
sold.
Gross profit in the first six months of 2003 totaled $48.6 million, a
decline of $14.6 million from the first half of 2002. Our gross margin was 17.9%
and 23.5% in the first six months of 2003 and 2002, respectively, reflecting the
net effect of the factors discussed above in Net Sales and Cost of Products Sold
and Gross Profit.
Our gross margin includes net non-cash pension income resulting from the
overfunded status of our defined benefit pension plans. The following table is
presented to provide additional analysis of the changes in COS eliminating the
benefit of net non-cash pension income.
SIX MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
Cost of products sold excluding net pension income $ 236.3 $ 223.0 $ 13.3
Benefit of pension income (7.9) (13.5) 5.6
------- ------- -------
Cost of products sold as reported $ 228.4 $ 209.5 $ 18.9
======= ======= =======
Our net non-cash pension income allocable to cost of products sold is
expected to total $15.3 million for the full year 2003 compared to $26.9 million
in 2002. Non-cash pension income is estimated each year using certain actuarial
assumptions and certain other factors, including the fair value of our pension
assets as of the first date of the calendar year. Although our pension plan is
considerably overfunded, during 2002, the fair value of our pension assets
decreased significantly.
-22-
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES
In the first six months of 2003, SG&A expenses totaled $29.8 million compared
with $28.7 million in the same period a year ago. Effective cost control
initiatives were more than offset by cost increases primarily consisting of a
$1.5 million unfavorable effect of a weaker U.S. Dollar, a $1.5 million reduced
benefit from non-cash pension income, and a $1.0 million increase in
depreciation expense related to our investment in a worldwide ERP information
system.
The following table is presented to provide additional analysis of SG&A
expenses eliminating the benefit of net non-cash pension income.
SIX MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
SG&A excluding net pension income $ 30.9 $ 31.3 $ (0.4)
Benefit of pension income (1.1) (2.6) 1.5
------- ------- -------
SG&A as reported $ 29.8 $ 28.7 $ 1.1
======= ======= =======
For the full year 2003, non-cash pension income allocable to SG&A expenses
is projected to be $2.2 million compared to $5.7 million in 2002.
LOSS (GAIN) ON SALES OF PLANT, EQUIPMENT AND TIMBERLANDS
During the first six months of 2003 we recognized a net gain from the sale of
plant, equipment and timberlands of $31.4 million. This primarily represents a
$31.2 million gain from the sale in March 2003 of approximately 25,500 acres of
timberlands to a subsidiary of The Conservation Fund, a non profit land
conservation fund (the "Timberland Buyer").
As consideration for the timberlands, we received a 10-year note from the
Timberland Buyer in the principal amount of $37.9 million (the "Note"). The Note
bears interest at 3.22% per annum with interest-only payments due in quarterly
installments. After five years the interest rate on the Note will be adjusted to
the then existing bank prime rate. The full amount of the Note is secured by a
letter of credit issued by a financial institution. As more fully discussed in
Liquidity and Capital Resources, we pledged the Note and letter of credit as
collateral for a $34.0 million term loan from a financial institution.
In connection with the timberland sale, we entered into a Supply Agreement
(the "Agreement") with the Timberland Buyer pursuant to which we agreed to
purchase from the Timberland Buyer a minimum of 275,400 tons of pine pulpwood at
market prices over the eight-year term of the Agreement.
INTEREST EXPENSE, NET
Interest expense, net consisted of the following:
SIX MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
Interest expense on debt $ (7.1) $ (7.7) $ 0.6
Interest income on investments and other - net 0.7 1.0 (0.3)
------- ------- -------
Interest expense, net $ (6.4) $ (6.7) $ 0.3
======= ======= =======
Interest expense decreased in the comparison primarily due to lower
average debt outstanding in the first six months compared to the prior-year
period. On average, total debt outstanding declined approximately $28 million.
The weakening of the U.S. Dollar compared to the Euro, and the resulting impact
on translated interest expense for U.S. Dollar results partially offset the
favorable effect of lower debt balances.
OTHER INCOME (EXPENSE), NET
Other income (expense), net totaled $(1.0) million in the first six months of
2003, primarily due to foreign currency transaction losses and net expense on
cross-currency rate swaps.
-23-
INCOME TAXES
Income taxes increased $5.2 million to $15.4 million for the first six months of
2003. The change in the income tax provision for the first six months of 2003
compared to the same period of 2002 is primarily due to a $13.9 million increase
in earnings before income taxes.
DISCONTINUED OPERATIONS
During the second quarter of 2003, we entered into an agreement to sell a
non-strategic subsidiary located in Wisches, France. For financial reporting
purposes this subsidiary is classified as held for sale and reported as
discontinued operations for all periods presented. The underlying assets are
recorded at the lower of carrying amount or fair value less cost to sell.
Accordingly, loss from discontinued operations included a charge of $0.5
million, after tax, to write-down the carrying value of the assets held for
sale. The sale of the subsidiary was completed in July 2003.
SECOND QUARTER OF 2003 VERSUS SECOND QUARTER OF 2002
The following table sets forth summarized results of operations.
THREE MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
Net sales $ 129.6 $ 136.7 $ (7.1)
Energy sales, net 2.8 2.5 0.3
------- ------- -------
Total revenue 132.4 139.2 (6.8)
Cost of products sold 114.1 110.4 3.7
------- ------- -------
Gross profit 18.3 28.8 (10.5)
Operating expenses
Selling, general and administrative expenses 14.7 14.3 0.4
Loss (gain) on sale of plant, equipment and
timberlands (0.8) (0.5) (0.3)
------- ------- -------
Total operating expenses 13.9 13.8 0.1
------- ------- -------
Operating income 4.4 15.0 (10.6)
Interest expense (3.7) (4.0) 0.3
Interest income 0.5 0.8 (0.3)
Other income (expense), net (0.1) -- (0.1)
------- ------- -------
Nonoperating income (expense) (3.3) (3.2) (0.1)
------- ------- -------
Income from continuing operations before 1.1 11.8 (10.7)
income taxes
Income taxes 0.4 4.2 (3.8)
------- ------- -------
Income from continuing operations 0.7 7.6 (6.9)
Discontinued operations
Loss from discontinued operations before taxes (0.6) -- (0.6)
Income tax benefits 0.2 -- 0.2
------- ------- -------
Net loss from discontinued operations (0.4) -- (0.4)
------- ------- -------
Net income $ 0.3 $ 7.6 $ (7.3)
======= ======= =======
Net income and diluted earnings per share for the second quarter of 2003 were
$0.3 million and $0.01, respectively, compared to $7.6 million and $0.17,
respectively, for the comparable quarter in 2002. The 2003 second quarter
results include a net loss from discontinued operations totaling $0.4 million.
Income from continuing operations totaled $0.7 million in the second quarter of
2003. On this basis, the decline in earnings was primarily due to lower non-cash
pension income, lower sales volumes and higher costs of products sold. Reported
earnings in the quarter-to-quarter comparison were also favorably impacted by
the weakening of the U.S. Dollar versus the Euro and the resulting impact on
translated results of international operations. The weaker U.S. Dollar had an
estimated favorable impact on net income of approximately $1.3 million in the
second quarter of 2003.
-24-
NET SALES
Our consolidated net sales totaled $129.6 million for the second quarter of 2003
compared to $136.7 million for the year-earlier quarter, a decrease of $7.1
million, or 5.2%. The decline was primarily attributable to weaker demand
together with price competition in the Printing & Converting business unit. The
Company's Engineered Products business unit experienced solid sales volume
growth in the quarter-to-quarter comparison and net average selling prices in
this unit increased slightly. The Long-Fiber & Overlay business unit also
experienced a quarter-to-quarter increase in net sales; however, this increase
was primarily due to the impact of a weaker U.S. dollar on translated results of
international operations. In the quarter-to-quarter comparison, the weaker U.S.
Dollar benefited translated consolidated net sales of international operations
by approximately $8.0 million.
ENERGY SALES, NET
Energy sales, net totaled $2.8 million in the second quarter of 2003 compared
with $2.5 million in the comparable quarter of 2002. Energy sales represent net
revenue earned from the sale of excess power generated by our Spring Grove, PA
mill.
COST OF PRODUCTS SOLD AND GROSS PROFIT
Cost of products sold ("COS") increased $3.7 million, or 3.4 %, in the
quarter-to-quarter comparison. COS increased despite lower sales volumes
primarily due several unfavorable items including approximately $5.5 million
increase in the comparison due to the weakening of the U.S. Dollar relative to
the Euro. In addition, the increase in COS consisted of approximately $3.1
million of lower non-cash pension income, $1.7 million of higher market pulp and
wastepaper costs and $0.3 million of energy-related costs. In addition, due to
soft demand, we took market-related downtime at the Spring Grove, Neenah, WI and
Gernsbach, Germany mills. Further, in the second quarter of 2003 we commenced
the scheduled shutdown and rebuild of a long-fiber & overlay paper machine in
Gernsbach. During the second quarters of 2003 and 2002, we completed our
annually scheduled maintenance shutdown at our Spring Grove mill Shutdowns
result in reduced production leading to unfavorable manufacturing variances that
negatively affect costs of products sold.
Gross profit in the second quarter of 2003 totaled $18.3 million, a
decline of $10.5 million from the year-earlier quarter. Our gross margin was
14.1% and 21.1% in the second quarter of 2003 and 2002, respectively, reflecting
the net effect of the factors discussed above in Net Sales and Cost of Products
Sold and Gross Profit.
Our gross margin includes net non-cash pension income resulting from the
overfunded status of our defined benefit pension plans. The following table is
presented to provide additional analysis of the changes in COS, eliminating the
benefit of net non-cash pension income.
THREE MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
Cost of products sold excluding net pension income $ 117.7 $ 117.1 $ 0.6
Benefit of pension income (3.6) (6.7) (3.1)
------- ------- -------
Cost of products sold as reported $ 114.1 $ 110.4 $ 3.7
======= ======= =======
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A") EXPENSES
In the second quarter of 2003, SG&A expenses totaled $14.7 million compared with
$14.3 million in the year-earlier quarter. Effective cost control initiatives
were more than offset by a $0.9 million reduced amount of non-cash pension
income, $0.6 million unfavorable effect of a weaker U.S. Dollar on translated
SG&A expenses of international operations, and a $0.5 million increase in
depreciation expense related to our investment in a worldwide ERP information
system.
The following table is presented to provide additional analysis of SG&A
expenses eliminating the benefit of net non-cash pension income.
THREE MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
SG&A excluding net pension income $ 15.2 $ 15.7 $ (0.5)
Benefit of pension income (0.5) (1.4) (0.9)
------- ------- -------
SG&A as reported $ 14.7 $ 14.3 $ 0.4
======= ======= =======
-25-
INTEREST EXPENSE, NET
Interest expense, net consisted of the following:
THREE MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
Interest expense on debt $ (3.7) $ (4.0) $ (0.3)
Interest income on investments and other - net 0.5 0.8 (0.3)
------- ------- -------
Interest expense, net $ (3.2) $ (3.2) $ (0.0)
======= ======= =======
Interest expense decreased in the quarter-to-quarter comparison primarily
due to lower debt outstanding in the current quarter compared to the prior-year
quarter. On average, total debt outstanding declined approximately $11 million.
The weakening of the U.S. Dollar compared to the Euro, and the resulting impact
on translated interest expense for U.S. Dollar results partially offset the
favorable effect of lower debt balances.
BUSINESS UNITS
We manage our organization along separate business units: Engineered Products,
Long-Fiber & Overlay Papers, and Printing and Converting Papers, as well as
Tobacco Papers, which is being exited. In the latter part of 2002, we completed
the implementation of a new information system to provide, among other things,
more complete business unit reporting. However, we are unable to provide
detailed business unit profitability reporting for periods prior to the system
implementation.
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 generally
accepted accounting principles; 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.
The following tables set forth net sales by business unit:
THREE MONTHS
ENDED JUNE 30 PERCENT OF TOTAL
Dollars in millions 2003 2002 CHANGE 2003 2002
------ ------ ------ ------ ------
BUSINESS UNIT
Engineered Products $ 34.8 $ 35.1 $ (0.2) 26.9% 25.7%
Long-Fiber & Overlay Papers 29.4 24.7 4.6 22.7 18.1
Printing and Converting Papers 62.9 71.7 (8.8) 48.5 52.4
Tobacco Papers 2.5 5.2 (2.7) 1.9 3.8
------ ------ ------ ------ ------
Total $129.6 $136.7 $ (7.1) 100.0% 100.0%
====== ====== ====== ====== ======
SIX MONTHS
ENDED JUNE 30 PERCENT OF TOTAL
Dollars in millions 2003 2002 CHANGE 2003 2002
------ ------ ------ ------ ------
BUSINESS UNIT
Engineered Products $ 65.8 $ 64.1 $ 1.7 24.2% 23.9%
Long-Fiber & Overlay Papers 64.7 51.3 13.4 23.8 19.2
Printing and Converting Papers 134.9 142.4 (7.5) 49.6 53.1
Tobacco Papers 6.5 10.2 (3.7) 2.4 3.8
------ ------ ------ ------ ------
Total $271.9 $268.0 $ 3.9 100.0% 100.0%
====== ====== ====== ====== ======
-26-
The following table sets forth profitability information by business unit
and the composition of consolidated income before income taxes:
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2003 JUNE 30, 2003
Operating
Profit Operating Operating Operating
Dollars in millions (Loss) Margin Profit Margin
--------- --------- --------- ---------
BUSINESS UNIT
Engineered Products $(0.7) (2.1)% $ 1.0 1.5%
Long-Fiber & Overlay Papers 0.8 3.2 7.3 11.3
Printing and Converting Papers (1.9) (3.1) (0.7) (0.5)
Tobacco Papers (1.5) (60.4) (2.8) (43.2)
----- -----
Total Business Unit (3.3) (2.5) 4.8 1.8
Energy sales, net 2.8 5.0
Pension income, net 4.1 9.0
Gain on sale of plant, equipment and timberlands, net 0.8 31.4
----- -----
Total consolidated operating income 4.4 50.2
Interest expense, net (3.2) (6.4)
Other income (expense), net (0.1) (1.0)
----- -----
Income from continuing operations before
income taxes $ 1.1 $42.8
===== =====
As discussed above, due to soft demand, during the second quarter of 2003,
we took market-related downtime at the Spring Grove, Neenah, WI and Gernsbach,
Germany mills. Further, we commenced the scheduled shutdown and rebuild of a
long-fiber & overlay paper machine in Gernsbach. During the second quarters of
2003 and 2002, we completed our annually scheduled maintenance shutdown at our
Spring Grove mill. Shutdowns result in reduced production leading to unfavorable
manufacturing variances that negatively affect costs of products sold.
Management evaluates results of operations before energy sales, gains from
asset sales and the effects of non-cash pension income because it believes 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 core operations. This presentation is closely aligned
with the management and operating structure of our company. It is also on this
basis that management performance is evaluated internally and by the Company's
Board of Directors.
OUTLOOK
Thus far in 2003, demand for printing and converting papers has remained
sluggish. Historically, changes in pulp price have preceded changes in selling
price for this business unit by several months. However, this trend may not
repeat itself due to the competitive climate in the marketplace. The outlook for
the Engineered Products and Long-Fiber & Overlay Papers business units is
relatively stable. We anticipate a reduction in sales volume during the
remainder of 2003 for Long-Fiber & Overlay Papers due to downtime associated
with the rebuild of a paper machine in Gernsbach.
COS is subject to variations in market prices for, among others, market
pulp, wastepaper and energy, in addition to fluctuations in the value of the
U.S. dollar relative to the Euro on translated results of international
operations. Generally, the cost of these materials has experienced significant
increases over recent quarters. Although we are unable to predict with any
degree of certainty the extent or composition of further increases, if any, we
believe the extent or magnitude of any additional cost increases may be moderate
during the balance of 2003 relative to current levels. The cost of market pulp
and wastepaper is expected to be higher in 2003 than in 2002 based on price
increases in the pulp market in effect during the first six months of 2003, our
evaluation of market trends, and indicators including, but not limited to, short
term prices for market pulp, chip availability, capacity and market consumption.
-27-
Market prices for natural gas significantly influence our Neenah and
Gernsbach facilities' production costs. The Neenah and Gernsbach facilities
require approximately 1.4 million decatherms and 0.9 million decatherms of heat,
respectively, annually. A significant portion of the Neenah facility's steam
requirements is met through a long-term supply agreement with Minergy
Corporation. The cost of steam purchased from Minergy is based on the market
price for natural gas. Based on expected production levels, a hypothetical $1
per decatherm increase in the cost of gas (approximately 20%) would increase the
cost of operating our Neenah facility by approximately $1.4 million per year. In
some instances, we can partially mitigate the effects of price increases in
natural gas by internally generating a portion of our steam needs at the Neenah
facility. Under a supply contract, the cost of gas consumed by Gernsbach is
based on the price of oil. Thus far during 2003, Gernsbach has experienced much
less volatility in its cost of natural gas than that of our Neenah facility.
LIQUIDITY AND CAPITAL RESOURCES
CAPITAL RESOURCES AND LIQUIDITY
Total assets were $1.0 billion and $953.2 million and shareholders' equity
was $388.2 million and $373.8 million, at June 30, 2003 and December 31, 2002,
respectively. Our business is capital intensive and requires significant
expenditures for new or enhanced equipment, for environmental compliance matters
and to support our business strategy, research and development efforts to
develop new or enhanced products. Liquidity is provided primarily from operating
cash flow together with credit facilities. In addition, during the first six
months of 2003, we completed the 25,500-acre sale of timberlands as part of our
ongoing initiative to realize value from all of our assets.
The following table summarizes cash flow information.
SIX MONTHS ENDED
JUNE 30
In millions 2003 2002 CHANGE
------- ------- -------
Cash and cash equivalents at beginning of period $ 32.2 $ 88.0 $ (55.8)
Cash provided by (used for)
Operating activities 32.0 29.7 2.3
Investing activities (44.5) (25.5) (19.0)
Financing activities 6.6 (71.1) 77.7
Discontinued operations (0.3) 0.1 (0.4)
Effect of exchange rate changes on cash 1.4 0.5 0.9
------- ------- -------
Net cash provided (used) (4.8) (66.3) 61.5
------- ------- -------
Cash and cash equivalents at end of period $ 27.4 $ 21.7 $ 5.7
======= ======= =======
An analysis of cash flows follows:
Operating Activities. Cash provided by operating activities totaled $32.0
million for the first six months of 2003 and $29.7 million in the comparable
period in 2002. Operating cash flow increased primarily due to initiatives to
improve working capital. Although the timberland sale resulted in an after-tax
gain of $20.0 million, cash will be received from the Timberland Buyer upon
payment of its 10-year Note. Cash from the timberland sale was realized by
pledging the Note as collateral for a $34.0 million term loan. The resulting
cash proceeds are reflected as cash provided by financing activities.
Investing Activities. Net cash used in investing activities totaled $44.5
million in the first six months of 2003 compared with $25.5 million in the first
six months of 2002. Capital expenditures during 2003 primarily relate to the New
Century Project and the rebuild of a papermaking machine in Gernsbach, Germany.
Financing Activities. Net financing activities provided $6.6 million of
cash during the first six months of 2003 compared with a $71.1 million use of
cash in the first six months of 2002. The primary source of cash from financing
activities during the first six months of 2003 was the $34.0 million borrowed
under a term loan secured by the pledge of the Note received in connection with
the timberland sale. Proceeds from this borrowing were partially offset by a
$12.5 million net reduction in borrowings under our revolving credit facility
and $15.3 million of cash dividends paid on our common stock during the first
half of 2003. In the first six months of 2002, we completed a refinancing of our
old revolving credit facility and repaid $133.0
-28-
million of debt using $71.1 million of existing cash and $61.9 of borrowings
under a new facility. During the first six months of 2002, $15.0 million of cash
dividends paid were substantially offset by $10.5 million of proceeds from the
exercise of stock options at a time when the market price of our common stock
exceeded the exercise price of stock options.
The following table sets forth our outstanding indebtedness.
JUNE 30 December 31
In thousands 2003 2002
--------- -----------
Revolving credit facility, due June 2006 $ 59,269 $ 67,681
6-7/8% Notes, due July 2007 150,000 150,000
Note payable - SunTrust, due March 2008 34,000 --
Other notes, various 1,545 1,823
--------- ---------
Total long-term debt 244,814 219,504
Less current portion (798) (795)
--------- ---------
Long-term debt, excluding current portion $ 244,016 $ 218,709
========= =========
On June 24, 2002, we entered into an unsecured $102.5 million
multi-currency revolving credit facility (the "Facility") with a syndicate of
three major banks. An additional $22.5 million was added to the Facility on
September 24, 2002 with a fourth major bank. The Facility, which replaced an old
facility, enables us to borrow up to the equivalent of $125.0 million in certain
currencies. Borrowings incur interest based on the domestic prime rate or a
Eurocurrency rate, at our option, plus a margin ranging from .525% to 1.05%.
Borrowings can be made for any time period from one day to six months. The
margin and a facility fee on the commitment balance are based on the higher of
our debt ratings as published by Standard & Poor's and Moody's. The Facility
requires us to meet certain leverage and interest coverage ratios, with both of
which we are in compliance.
The Facility also provides an additional source of liquidity in the form
of a $50.0 million accounts receivable securitization program. Should we elect
to do so, we have the ability to securitize certain eligible domestic accounts
receivable. Although the Facility provides this financing vehicle, we have no
plans to use it in the foreseeable future.
As the Facility matures on June 24, 2006, it has been classified on the
Balance Sheet as "Long-term debt." As of June 30, 2003, $59.3 million was
outstanding and an additional $65.7 million was available for borrowing under
the Facility.
In conjunction with our refinancing, we entered into a cross-currency swap
transaction with a major financial institution, effective June 24, 2002, with a
termination date of June 24, 2006. Under this transaction, we swapped $70.0
million for approximately (euro)73 million. We will pay interest on the Euro
portion of the swap at a floating Eurocurrency Rate, plus applicable margins and
will receive interest on the dollar portion of the swap at a floating U.S.
Dollar LIBOR rate, plus applicable margins. The cross-currency swap effectively
hedges exposure to foreign currency risk associated with certain intercompany
borrowings through 2006.
On March 21, 2003, we sold approximately 25,500 acres of timberlands and
received as consideration a $37.9 million 10-year interest-bearing Note from the
buyer (see Note 6). We pledged the Note as collateral under a $34.0 million
promissory note payable to SunTrust Financial (the "Note Payable"). The Note
Payable bears interest at a fixed rate of 3.82% for five years at which time the
Company can elect to renew the obligation.
PNC Financial Services Group, Inc. ("PNC") beneficially owns approximately
35% of our common stock, primarily as a trustee for numerous trusts for the
benefit of Glatfelter family members. PNC Bank, National Association, a
subsidiary of PNC, is a member of a syndicate of banks under the Facility. One
member of our Board of Directors is the retired Regional Chairman of PNC Bank
National Association, Philadelphia/South Jersey markets.
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In 1997, we issued $150.0 million principal amount of 6 7/8% Notes due
July 15, 2007. Interest on the Notes is payable semiannually on January 15 and
July 15. The Notes are redeemable, in whole or in part, at our option at any
time at a calculated redemption price plus accrued and unpaid interest to the
date of redemption, and constitute unsecured and unsubordinated indebtedness.
The net proceeds from the sale of the Notes were used primarily to repay certain
short-term unsecured debt and related interest.
CAPITAL SPENDING During the first six months of 2003, capital expenditures
totaled $45.5 million compared with $25.7 million in the first six months of
2002 and $51.2 million for the full year 2002. Capital expenditures are expected
to be $75.2 million for the full year 2003. Beginning in 2004 and for the
foreseeable future thereafter, capital expenditures are expected to be at or
below levels of annual depreciation. Major capital spending initiatives
currently underway consist of the following:
New Century Project - The New Century Project is an initiative underway at
our Spring Grove facility under the Voluntary Advanced Technical Incentive
Program as set forth by the EPA's "Cluster Rule". This project includes
new hardwood brownstock washing, installation of hardwood oxygen
delignification, 100% chlorine dioxide substitution on both the hardwood
and softwood fiber lines, and a hardwood ozone bleaching system. To comply
with the Cluster Rule, we will also install equipment to reduce air
emissions of air pollutants and odorous compounds.
Long-Fiber & Overlay Papers ("L&OP") Gernsbach - During 2002, we began our
project to expand long-fiber and overlay papers capacity in Gernsbach,
Germany. The rebuild of our #9 paper machine is expected to allow us to
produce new and advanced products and achieve greater cost efficiency. The
increase in the expected cost to complete the paper machine rebuild
reflects the effect of the weakening of the U.S. Dollar relative to the
Euro and the resulting impact on translated capital expenditures of our
subsidiary in Gernsbach, Germany.
The following table summarizes capital spending by major project, by year:
L&OP
In millions New Century Gernsbach
----------- ---------
Prior to 2003 $12.3 $ 5.6
During the first six months of 2003 15.7 20.0
----- -----
Through June 30, 2003 28.0 25.6
Forecast
2003 7.4 7.2
After 2003 1.4 --
----- -----
Project total $36.8 $32.8
===== =====
DIVIDEND PAYMENTS During the first six months of 2003 and 2002 and for the full
year 2002, cash dividends paid on common stock totaled $15.3 million, $15.1
million and $30.3 million, respectively. Our Board of Directors determines what,
if any, dividends will be paid to our shareholders. Dividend payment decisions
are based upon then-existing factors and conditions and, therefore, historical
trends of dividend payments are not necessarily indicative of future payments.
As previously announced, management is considering all appropriate actions
necessary to further strengthen the Company's financial position, including
re-evaluating its dividend policy.
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ENVIRONMENTAL MATTERS We are subject to loss contingencies resulting from
regulation by various federal, state, local and foreign governmental authorities
with respect to the environmental impact of our mills. To comply with
environmental laws and regulations, we have incurred substantial capital and
operating expenditures in past years. We anticipate that environmental
regulation of our operations will continue to become more burdensome and that
capital and operating expenditures necessary to comply with environmental
regulations will continue, and perhaps increase, in the future. In addition, we
may incur obligations to remove or mitigate any adverse effects on the
environment resulting from our operations, including the restoration of natural
resources and liability for personal injury and for damages to property and
natural resources. Because environmental regulations are not consistent
worldwide, our ability to compete in the world marketplace may be adversely
affected by capital and operating expenditures required for environmental
compliance. (See Item 1 - Financial Statements - Note 13 for a summary of
significant environmental matters.)
We expect to meet all our near- and longer-term cash needs from a
combination of operating cash flow, cash and cash equivalents, sale of
additional timberlands, our existing credit facility or other bank lines of
credit and other long-term debt. However, as discussed in Item 1 - Financial
Statements - Note 13, an unfavorable outcome of various environmental matters
could have a material adverse impact on our consolidated financial position,
liquidity and/or results of operations.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
Our market risk exposure primarily results from changes in interest rates and
currency exchange rates. At June 30, 2003, we had debt outstanding of
approximately $244.8 million, of which $59.3 million, or 24.2% was at variable
interest rates.
The table below presents average principal outstanding and related
interest rates for the next five years and the amounts of cross-currency swap
agreements. Fair values included herein have been determined based upon rates
currently available to us for debt with similar terms and remaining maturities.
Period or Year Ended December 31 At June 30, 2003
-------------------------------------------------------------------- ----------------------
Carrying Fair
Dollars in thousands 2003 2004 2005 2006 2007 Value Value
----------- ----------- ----------- ----------- -------- -------- --------
LONG-TERM DEBT
Average principal outstanding
At fixed interest rates $180,323 $184,639 $184,183 $184,000 $115,250 $185,545 $195,684
At variable interest rates 59,269 59,269 59,269 28,647 59,269 59,269
Weighted-average interest rate
On fixed interest rate debt 6.38% 6.31% 6.31% 6.31% 5.97%
On variable interest rate debt 2.56 2.56 2.56 2.56
CROSS-CURRENCY SWAP
Pay variable - EURIBOR (euro)72,985 (euro)72,985 (euro)72,985 (euro)34,993
Variable rate payable 2.89% 2.89% 2.89% 2.89%
Receive variable - US$ LIBOR $70,000 $70,000 $70,000 $33,562
Variable rate receivable 1.67% 1.67% 1.67% 1.67%
Variable-rate debt outstanding represents borrowing under our revolving
credit facility. Borrowings incur interest based on the domestic prime rate or a
Eurocurrency rate, at our option, plus a margin. At June 30, 2003, the interest
rate paid was 2.56%. A hypothetical 100 basis point increase or decrease in the
interest rate on variable rate debt would increase or decrease annual interest
expense by $0.6 million.At June 30, 2003, approximately $34.3 million of
variable-rate debt was recorded at S&H, our wholly-owned subsidiary in
Gernsbach, Germany, where the functional currency is the Euro.
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At June 30, 2003, we had a cross-currency swap agreement outstanding with
a termination date of June 24, 2006. Under this transaction, we swapped $70.0
million for approximately (euro)73 million and will pay interest on the Euro
portion of the swap at a floating Eurocurrency Rate (EURIBOR), plus applicable
margins and will receive interest on the dollar portion of the swap at a
floating U.S. Dollar LIBOR rate, plus applicable margins. The cross-currency
swap is designed to provide protection from the impact that changes in currency
rates have on certain U.S. Dollar-denominated debt obligations recorded at our
S&H subsidiary in Gernsbach, Germany. The cross currency swaps are recorded at
fair value on the Consolidated Balance Sheet under the caption "Accrued
compensation, other expenses and deferred income taxes". Changes in fair value
are recognized in earnings as "Other income (expense)" in the Consolidated
Statements of Income. Changes in fair value of the cross-currency swap
transaction are substantially offset by changes in the value of U.S. Dollar
denominated obligations when they are remeasured in Euros, the functional
currency of S&H (See Item 1 - Financial Statements - Note 11).
We are subject to certain risks associated with changes in foreign
currency exchange rates to the extent our operations are conducted in currencies
other than the U.S. Dollar. During the six months ended June 30, 2003,
approximately 71% of our net sales were shipped from the United States, 24% from
Germany, and 5% from other international locations.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Our chief executive officer and our principal financial officer, after
evaluating the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), as of June 30,
2003, have concluded that, as of the evaluation date, our disclosure
controls and procedures were adequate and effective to ensure that
material information relating to P. H. Glatfelter Company and its
consolidated subsidiaries would be made known to them by others within
those entities.
CHANGES IN INTERNAL CONTROLS
There were no significant changes in our internal controls or in other
factors that could significantly affect our internal controls subsequent
to the date of the evaluation, nor were there any significant deficiencies
or material weaknesses in our internal controls. As a result, no
corrective actions were required or undertaken.
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PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of holders of Glatfelter common stock was held on April
23, 2003. At this meeting, shareholders voted on the following matters
(with the indicated tabulated results).
i. The election of three members of the Board of Directors to serve for
full three-year terms expiring in 2006.
DIRECTOR For Withheld
------------------- ---------- ---------
G.H. Glatfelter, II 37,139,714 2,892,200
R. J. Naples 37,393,179 2,638,735
R.L. Smoot 37,388,144 2,643,770
ii. A shareholder proposal to redeem any poison pill previously issued,
if any, and not adopt or extend any poison pill unless such adoption
or extension has been submitted to a shareholder vote.
For 13,528,423
Against 21,313,721
Withheld 219,593
Broker non-votes 4,960,127
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following exhibits are incorporated by reference or filed herewith.
10.1 Form of Change in Control Employment Agreement by and between
P. H. Glatfelter Company and certain employees, along with a
Schedule of Change in Control Employment Agreements by and
between P. H. Glatfelter Company and such employees which have
not been filed as exhibits to this Form 10-Q.
(A) Schedule of Change in Control Employment Agreements,
filed herewith.
15 Letter in lieu of consent regarding review report of unaudited
interim financial information.
31.1 Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 - Chief Executive Officer.
31.2 Certification of John C. van Roden, Jr., Senior Vice President
and Chief Financial Officer, of Glatfelter, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
Financial Officer
32.1 Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 - Chief
Executive Officer.
32.2 Certification of John C. van Roden, Jr., Senior Vice President
and Chief Financial Officer, of Glatfelter, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 - Chief Financial Officer
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(b) REPORTS ON FORM 8-K
During the quarter ended June 30, 2003, the Company filed the
following Current Reports on Form 8-K.
i. Form 8-K dated April 8, 2003, reporting the appointment John
C. van Roden, Jr. as Chief Financial Officer, pursuant to Item
5.
ii. Form 8-K dated April 22, 2003, to report the issuance of the
Company's earnings press release for the three months ended
March 31, 2003, filed pursuant to Item 9.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
Date: August 13, 2003 By: /s/ John C. van Roden, Jr.
----------------------------
John C. van Roden, Jr.
Senior Vice President
and Chief Financial
Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- --------------------------------------------------------------
10.1 Form of Change in Control Employment Agreement by and between
P. H. Glatfelter Company and certain employees, along with a
Schedule of Change in Control Employment Agreements by and
between P. H. Glatfelter Company and such employees which have
not been filed as exhibits to this Form 10-Q.
(A) Schedule of Change in Control Employment Agreements,
filed herewith.
15 Letter in lieu of consent regarding review report of unaudited
interim financial information.
31.1 Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350 - Chief
Executive Officer.
31.2 Certification of John C. van Roden, Jr., Senior Vice President
and Chief Financial Officer, of Glatfelter, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 - Chief
Financial Officer
32.1 Certification of George H. Glatfelter II, Chairman and Chief
Executive Officer of Glatfelter, pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002 - Chief Executive Officer.
32.2 Certification of John C. van Roden, Jr., Senior Vice President
and Chief Financial Officer, of Glatfelter, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C.
Section 1350 - Chief Financial Officer
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