<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
(Mark One)
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
-------------
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________________ to _____________________
Commission File No. 1-3560
------
P. H. GLATFELTER COMPANY
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-0628360
--------------------------------------------------------------------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
228 South Main Street, Spring Grove, Pennsylvania 17362
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(717) 225-4711
--------------
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
----- -----.
Shares of Common Stock outstanding at August 9, 1995 were 43,910,295.
<PAGE>
P. H. GLATFELTER COMPANY
INDEX
Part I - Financial Information
------------------------------
Financial Statements:
Condensed Consolidated Statements of Income and Retained
Earnings - Three Months and Six Months Ended June 30,
1995 and June 30, 1994 (Unaudited)..................... 2
Condensed Consolidated Balance Sheets - June 30, 1995
(Unaudited) and December 31, 1994...................... 3
Condensed Consolidated Statements of Cash Flows - Six Months
Ended June 30, 1995 and June 30, 1994 (Unaudited)...... 4
Notes to Condensed Consolidated Financial Statements...... 5-6
Independent Accountants' Report........................... 7
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 8-10
Part II - Other Information..................................... 11
---------------------------
Signature....................................................... 12
---------
Index of Exhibits............................................... 13
Exhibit 11 - Computation of Net Income Per Share............. 14
Exhibit 15 - Letter in Lieu of Consent Regarding Review
Report of Unaudited Interim Financial
Information..................................... 15
Exhibit 27 - Financial Data Schedule......................... 16
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
(in thousands except number of shares and per share amounts)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
6/30/95 6/30/94 6/30/95 6/30/94
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Sales $ 166,879 $ 115,328 $ 321,916 $ 226,143
Other income - net
Energy sales - net 2,328 1,245 3,944 2,755
Interest on investments and
other - net 343 183 629 603
Gain from property dispositions,
etc., - net 855 122 1,044 139
----------- ----------- ----------- -----------
Total 170,405 116,878 327,533 229,640
Costs and expenses
Cost of products sold 126,306 105,492 251,405 207,513
Selling, general and administrative
expenses 10,002 6,833 18,835 13,912
Interest on debt - net 2,694 1,209 5,417 1,960
----------- ----------- ----------- -----------
Total 139,002 113,534 275,657 223,385
Income before income taxes 31,403 3,344 51,876 6,255
Income tax provision
Current taxes 6,186 234 9,758 283
Deferred taxes 6,192 901 10,579 1,729
----------- ----------- ----------- -----------
Total 12,378 1,135 20,337 2,012
Net income 19,025 2,209 31,539 4,243
Retained earnings at beginning of period 401,404 540,098 396,635 545,770
----------- ----------- ----------- -----------
Total 420,429 542,307 428,174 550,013
----------- ----------- ----------- -----------
Common stock dividends declared 7,711 7,717 15,456 15,423
----------- ----------- ----------- -----------
Retained earnings at end of period $ 412,718 $ 534,590 $ 412,718 $ 534,590
=========== =========== =========== ===========
Weighted average number of common shares outstanding 44,440,830 44,218,932 44,413,091 44,203,111
Net income per common share $ .43 $ .05 $ .71 $ .10
=========== =========== =========== ===========
Dividends declared per common share $ .175 $ .175 $ .35 $ .35
=========== =========== =========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
2
<PAGE>
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
ASSETS
------
<TABLE>
<CAPTION>
6/30/95 12/31/94
(unaudited)
----------- ------------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 4,217 $ 3,133
Marketable securities 111 111
Accounts receivable - net 58,432 48,912
Inventories:
Raw materials 24,993 28,894
In process and finished products 26,355 24,202
Supplies 30,980 28,735
----------- -----------
Total inventory 82,328 81,831
Prepaid expenses and other current assets 2,963 1,382
----------- -----------
Total current assets 148,051 135,369
Plant, equipment and timberlands - net 452,182 460,420
Other assets 59,875 55,021
----------- -----------
Total assets $ 660,108 $ 650,810
=========== ===========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Short-term bank borrowings $ 4,000 $ 24,100
Accounts payable 40,471 44,309
Dividends payable 7,711 7,735
Federal, state and local taxes 3,932 2,489
Accrued compensation, other expenses
and deferred income taxes 36,170 25,639
----------- -----------
Total current liabilities $ 92,284 $ 104,272
Long-term debt 150,000 150,000
Deferred income taxes 67,942 60,313
Other long-term liabilities 40,618 40,491
Commitments and contingencies
Shareholders' equity:
Common stock 544 544
Capital in excess of par value 40,353 39,838
Retained earnings
412,718 396,635
Total ----------- -----------
453,615 437,017
Less cost of common stock in treasury (144,351) (141,283)
----------- -----------
Total shareholders' equity 309,264 295,734
Total liabilities and shareholders'
equity $ 660,108 $ 650,810
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
3
<PAGE>
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
6/30/95 6/30/94
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 31,539 $ 4,243
Items included in net income not using (providing) cash:
Depreciation and depletion 16,504 21,591
Loss (gain) on disposition of fixed assets (881) 277
Expense related to employee stock purchase plans 464 401
Change in assets and liabilities:
Accounts receivable (9,520) (5,882)
Inventories (497) 3,837
Prepaid expenses and other assets (6,435) (3,565)
Accounts payable, accrued compensation,
other expenses, deferred income taxes
and other long-term liabilities 15,357 (7,615)
Federal, state and local taxes 1,443 (944)
Deferred income taxes - non-current 7,629 4,090
--------- ---------
Net cash provided by operating activities 55,603 16,433
--------- ---------
Cash Flows from Investing Activities:
Sale of marketable securities and
long-term investments - 20,573
Proceeds from disposal of fixed assets 961 575
Additions to plant, equipment and timberlands (10,031) (39,030)
Decrease in liabilities related to
fixed asset acquisitions (6,855) (3,922)
--------- ---------
Net cash used in investing activities (15,925) (21,804)
--------- ---------
Cash Flows from Financing Activities:
Borrowing (repayment) of short-term debt (20,100) 4,700
Dividends paid (15,480) (15,404)
Treasury stock purchases (4,453) -
Employees' contribution - common stock issued
under employee stock purchase plans and key
employee long-term incentive plan 1,439 1,133
--------- ---------
Net cash used in financing activities (38,594) (9,571)
--------- ---------
Net increase (decrease) in cash and cash equivalents 1,084 (14,942)
Cash and Cash Equivalents:
At beginning of period 3,133 19,182
--------- ---------
At end of period $ 4,217 $ 4,240
========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest (net of amount capitalized) $ 4,615 $ 1,707
Income taxes 9,895 1,716
</TABLE>
See accompanying notes to condensed consolidated financial statements.
4
<PAGE>
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. A reconciliation between the income tax provision computed by applying the
statutory federal income tax rate of 35% to income before income taxes, and
the actual income tax provision follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
6/30/95 6/30/94 6/30/95 6/30/94
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Federal income tax provision at
statutory rate $ 10,991 $ 1,170 $ 18,157 $ 2,189
State income taxes after deducting
federal income tax benefit 1,457 34 2,334 162
Other (70) (69) (154) (339)
-------- -------- -------- --------
Actual income tax provision $ 12,378 $ 1,135 $ 20,337 $ 2,012
======== ======== ======== ========
</TABLE>
The deferred income tax provision for the six-month periods ended June 30,
1995 and 1994 results from the following temporary differences (in
thousands):
<TABLE>
<CAPTION>
Six Months Ended
6/30/95 6/30/94
-------- --------
<S> <C> <C>
Depreciation $ 10,218 $ 3,698
Pensions 2,004 978
Alternative Minimum Tax (114) (2,373)
Other (1,529) (574)
-------- --------
$ 10,579 $ 1,729
======== ========
</TABLE>
The provision for deferred income taxes is, in part, estimated based on an
allocation of the appropriate amount relative to the number of months
reported herein and in conformance with existing tax regulations.
2. The number of shares of common stock outstanding decreased by 134,882 in
the first six months of 1995. This decrease was due to the repurchase of
235,600 shares of common stock for the treasury, which more than offset the
issuance of 98,583 treasury shares pursuant to the various employee stock
purchase plans of the Company and the net issuance of 2,135 treasury shares
pursuant to the Registrant's 1992 Key Employee Long-Term Incentive Plan.
At June 30, 1995, 10,297,033 shares of common stock were held in treasury.
3. On June 28, 1995, the Registrant's Board of Directors authorized the
repurchase of an additional 1,000,000 shares of the Registrant's common
stock in the open market or in privately negotiated transactions.
Previously, the Board had authorized the repurchase of up to 10,000,000
shares in the aggregate. Repurchased shares are added to the treasury and
are available for future sale. Under these authorizations, as of June 30,
1995, the Registrant had repurchased 9,233,630 shares for a total
consideration of $153,977,052.
4. Pursuant to the Registrant's 1992 Key Employee Long-Term Incentive Plan
(the "Plan"), on May 1, 1995, the Registrant granted to certain key
employees non-qualified options to purchase an aggregate of 229,660 shares
of common stock. Of this amount, options for 224,660 shares of common
stock, subject to certain conditions, are exercisable for 25% of such
shares beginning on January 1, 1996 and for an additional 25% of such
shares beginning on January 1 of each of the next three years. Subject to
certain conditions, the remaining 5,000 stock options are exercisable
beginning on November 1, 1995. All of the stock options, which expire on
April 30, 2005, were granted at an exercise price of $17.8125 per share,
representing the fair market value of the Registrant's common stock on May
1, 1995.
Also pursuant to the Plan and subject to certain conditions, on May 1,
1995, the Registrant awarded 59,620 shares to certain key employees to be
issued in whole or in part depending on the Registrant's degree of success
in achieving certain performance goals during the period from January 1,
1995 to December 31, 1998.
5
<PAGE>
5. The Registrant is subject to loss contingencies resulting from regulation
by various federal, state, local and foreign governmental authorities with
respect to the environmental impact of air and water emissions and noise
from its mills as well as its disposal of solid waste generated by its
operations. In order to comply with environmental laws and regulations,
the Registrant has incurred substantial capital and operating expenditures
over the past several years. The Registrant anticipates that environmental
regulation of the Registrant's operations will continue to become more
burdensome and that capital and operating expenditures to comply with such
environmental regulation will continue, and perhaps increase, in the
future. In addition, the Registrant may incur obligations to remove or
mitigate any adverse effects on the environment resulting from its
operations, including the restoration of natural resources, and liability
for personal injury and damage to property, including natural resources.
Because other paper companies located in the United States are generally
subject to the same environmental regulations, the Registrant does not
believe that its competitive position in the United States paper industry
will be materially adversely affected by any obligations it will incur or
the limitations which environmental compliance may place on its operations.
The amount and timing of future expenditures for environmental compliance,
clean-up, remediation and personal injury, property damage liability and
natural resources damages cannot be ascertained with any certainty due,
among other things, to the unknown extent and nature of any contamination,
the extent and timing of any technological advances for pollution control,
the remedial actions which may be required and the number and financial
resources of any other responsible parties. The Registrant continues to
evaluate its exposure and the level of its reserves. Management's current
assessment, after consultation with legal counsel, is that such
expenditures are not likely to have a material adverse effect on the
Registrant's financial condition, results of operations or liquidity, but
there can be no assurance that its reserves will be adequate or that such
an effect will not occur at some future time.
6. In the opinion of the Registrant, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (which comprise
only normal recurring accruals) necessary for a fair presentation of the
financial information contained therein. These unaudited condensed
consolidated financial statements should be read in conjunction with the
more complete disclosures contained in the Company's Annual Report on Form
10-K for the year ended December 31, 1994. The accompanying unaudited
condensed consolidated financial statements have been reviewed by the
Registrant's independent public accountants, Deloitte & Touche LLP, in
accordance with the established professional standards and procedures for
such limited review. No additional adjustments or disclosures were
required as a result of this review.
6
<PAGE>
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, 1995 and the related
condensed consolidated statements of income and retained earnings for the three-
month and six-month periods ended June 30, 1995 and 1994 and of cash flows for
the six-months ended June 30, 1995 and 1994. These financial statements are the
responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to such condensed consolidated financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of P. H. Glatfelter Company and
subsidiaries as of December 31, 1994 and the related consolidated statements of
income and retained earnings and of cash flows for the year then ended (not
presented herein); and in our report dated February 10, 1995, 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, 1994 is fairly stated, in all material respects, in
relation to the consolidated balance sheet from which it has been derived.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
July 18, 1995
7
<PAGE>
P. H. GLATFELTER COMPANY AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
RESULTS OF OPERATIONS:
---------------------
A summary of the period-to-period changes in the principal items included in the
consolidated statements of income is shown below.
<TABLE>
<CAPTION>
Comparison of
Three Months Ended Six Months Ended
June 30, 1995 and June 30, 1995 and
June 30, 1994 June 30, 1994
-----------------------------------------
Increase
(dollars in thousands)
<S> <C> <C> <C> <C>
Net sales $51,551 44.7% $95,773 42.4%
Other income - net 1,976 127.5% 2,120 60.6%
Cost of products sold 20,814 19.7% 43,892 21.2%
Selling, general and
administrative expenses 3,169 46.4% 4,923 35.4%
Interest on debt - net 1,485 122.8% 3,457 176.4%
Income tax provision 11,243 990.6% 18,325 910.8%
Net income 16,816 761.2% 27,296 643.3%
</TABLE>
Net Sales
---------
The Registrant classifies product sales into two groups: 1) printing papers;
and 2) tobacco and other specialty papers. Printing paper net sales increased
$88,633,000, or 57.0%, for the first six months of 1995 compared to the first
six months of 1994. Printing paper sales volume and average net selling price
increased by 21.7% and 27.5%, respectively, in the first six months of 1995
compared to the same period in 1994. Printing paper net sales for the second
quarter of 1995 increased $46,168,000, or 58.6%, compared to the corresponding
period of 1994 due to increased sales volume and average net selling prices of
15.1% and 37.6%, respectively.
A significant increase in printing paper demand led to the increase in sales
volume in the first six months of 1995. In contrast, during the first six
months of 1994, insufficient demand within the paper industry, as well as
extreme weather conditions, led to approximately eight days and sixteen days of
unplanned downtime at the Registrant's Spring Grove, Pennsylvania and Neenah,
Wisconsin mills, respectively.
Printing paper selling prices increased in 1995 over 1994 due to the increase in
customer demand, as well as the ability to offset increased raw material costs,
particularly for market pulp, pulp substitutes and wastepaper.
Net sales of tobacco and other specialty papers were 10.1% higher in the first
six months of 1995 compared to the first six months of 1994 and 10.7% higher in
the second quarter of 1995 compared to the corresponding period of 1994. These
increases were due to an increase in the average net selling price which
resulted primarily from the ability of the Registrant to pass through increased
market pulp costs.
8
<PAGE>
Cost of Products Sold
---------------------
The Registrant's gross margin increased from 8.2% for the first six months of
1994 to 21.9% for the first six months of 1995, and from 8.5% for the second
quarter of 1994 to 24.3% for the second quarter of 1995. These increases were
due to higher average net selling prices and a decrease in cost of products sold
per ton. The average cost of products sold per ton decreased due to the fact
that the Registrant's fixed costs for its manufacturing process were absorbed
over more tons of products manufactured during the first six months of 1995.
The average cost of products sold per ton also decreased due to a decline in
depreciation expense of approximately $5,100,000 for the first six months of
1995 compared to the first six months of 1994. Increased depreciation expense
at the Spring Grove and Neenah mills was more than offset by a reduction in
depreciation expense for the Ecusta Division of approximately $7,100,000 for the
first six months of 1995 compared to the corresponding period in 1994. This
decrease resulted from a writedown of the net assets of the Ecusta Division in
the fourth quarter of 1994. The effect of the increase in tons manufactured and
lower depreciation expense was offset somewhat by higher costs for market pulp,
pulp substitutes and wastepaper. As a result of the reduction of depreciation
expense, increased net sales and the favorable impact of cost reduction efforts,
the Ecusta Division generated a modest operating profit during the first six
months of 1995.
Selling, General and Administrative Expenses
--------------------------------------------
The Registrant's selling, general and administrative expenses for the second
quarter and first six months of 1995 were $3,169,000 and $4,923,000 more than
the selling, general and administrative expenses for the corresponding periods
of 1994. These increases resulted primarily from higher profit sharing and
incentive related expenses during the 1995 periods compared to the 1994 periods.
Interest on Debt (net)
----------------------
The Registrant's interest on debt (net) for the second quarter and first six
months of 1995 was $1,485,000 and $3,457,000 more than the corresponding periods
of 1994. The Registrant capitalized $2,292,000 of interest during the first six
months of 1994, including $949,000 during the second quarter, primarily relating
to the Spring Grove pulpmill modernization project which was completed in the
fourth quarter of 1994. No interest was capitalized during the first six months
of 1995. The increase in interest on debt (net) was also due to an increased
level of short-term borrowings during the first six months of 1995 over the
first six months of 1994. Interest on debt (net) was also higher during the
second quarter and first six months of 1995 compared to 1994 due to a higher
variable interest rate on the Registrant's interest rate swap agreement which
has a total notional principal amount of $50,000,000.
Income Tax Provision
--------------------
The Registrant's provision for income taxes increased by $11,243,000 and
$18,325,000 for the second quarter and first six months of 1995 over the same
periods of 1994 due to higher taxable income.
FINANCIAL CONDITION:
-------------------
Liquidity
---------
The Registrant's cash, cash equivalents, and marketable securities increased by
$1,084,000 during the first six months of 1995. In addition, the Registrant
lowered its short-term bank borrowings by $20,100,000 at June 30, 1995 compared
to December 31, 1994. These changes were primarily due to $55,603,000 of cash
provided by operating activities, which was largely offset by $16,886,000 for
the funding of capital projects, $15,480,000 for dividend payments and
$4,453,000 for the purchase of common stock for the treasury.
Included in the Registrant's funding of capital projects for the first six
months of 1995 was $6,056,000 related to the pulpmill modernization project and
the installation of a turbine generator at the Spring Grove mill. Both of these
projects were completed in the fourth quarter of 1994.
9
<PAGE>
The Registrant expects to meet all of its near and long-term cash needs from a
combination of internally generated funds, cash, cash equivalents, marketable
securities and existing bank lines of credit.
ENVIRONMENTAL MATTERS:
---------------------
The Registrant is subject to loss contingencies resulting from regulation by
various federal, state, local and foreign governmental authorities with respect
to the environmental impact of air and water emissions and noise from its mills,
as well as its disposal of solid waste generated by its operations. The
Registrant anticipates that environmental regulation of the Registrant's
operations will continue to become more burdensome and that capital and
operating expenditures required to comply with such environmental regulations
will continue, and perhaps increase, in the future. In addition, the Registrant
may incur obligations to remove or mitigate any adverse effects on the
environment resulting from its operations, including the restoration of natural
resources, and liability for personal injury and damage to property, including
natural resources.
Among the environmental remediation matters in which the Registrant is involved
is the investigation by the Wisconsin Department of Natural Resources ("DNR")
regarding polychlorinated biphenyls ("PCBs") in the lower Fox River on which the
Registrant's Neenah Mill is located. Among other areas, DNR's attention has
been directed to a specific deposit of PCBs known as "Deposit A". Although DNR
has not completed the remedy selection process for Deposit A, DNR has proposed a
project to restore natural resources at Deposit A that DNR estimates will cost
$14.6 million. At least one other preliminary cost estimate, which may not be
comparable in scope, is significantly higher. Furthermore, the DNR could
propose projects to restore the entire Fox River, the cost of which could exceed
the available resources of the Registrant and other companies upon which most
governmental attention has focused. The Registrant is engaged in discussions
with the State of Wisconsin toward resolving any liability it may have to the
state in connection with the Fox River, the outcome of which cannot be
predicted.
Although the Registrant's current assessment, after consultation with legal
counsel, is that the Registrant's share of such expenditures for Deposit A and
other environmental matters are not likely to have a material adverse effect on
its financial condition, results of operations or liquidity, there can be no
assurance that its reserves will be adequate or that such an effect will not
occur at some future time.
10
<PAGE>
PART II OTHER INFORMATION
--------------------------
Item 4. Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
(a) The Registrant's Annual Meeting of Shareholders was held on
April 26, 1995.
(b) The shareholders elected all of management's nominees for
Directors.
(c) The votes cast for election of Directors were as follows
(cumulative voting applied):
<TABLE>
<CAPTION>
For Withheld
---------- --------
<S> <C> <C>
P. H. Glatfelter III 38,402,098 728,409
R. S. Hillas 38,378,946 751,561
P. R. Roedel 38,373,407 757,100
J. M. Sanzo 38,379,478 751,029
</TABLE>
No other matters were voted upon at the meeting.
Item 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits
--------
Number Description of Documents
------ ------------------------
11 Computation of Net Income per Share
15 Letter in Lieu of Consent Regarding Review Report of
Unaudited Interim Financial Information
27 Financial Data Schedule
(b) Reports on Form 8-K
-------------------
None
11
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
P. H. GLATFELTER COMPANY
Date: August 11, 1995 ___________________________________
R. P. Newcomer
Vice President, Treasurer and
Chief Financial Officer
12
<PAGE>
INDEX OF EXHIBITS
-----------------
Number Description of Documents
------ ------------------------
11 Computation of Net Income per Share
15 Letter in Lieu of Consent Regarding Review Report of
Unaudited Interim Financial Information
27 Financial Data Schedule
13
<PAGE>
EXHIBIT 11
P. H. GLATFELTER COMPANY
AND SUBSIDIARIES
========================
Computation of Net Income Per Share
<TABLE>
<CAPTION>
For the 3 Months Ended For the 6 Months Ended
6/30/95 6/30/94 6/30/95 6/30/94
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average number of common and common
share equivalents:
Common shares:
Shares outstanding, beginning of period.. 44,253,341 44,034,856 44,199,829 43,987,328
Less shares purchased for treasury......... (77,544)(1) - (38,986)(1) -
Shares issued:
Employee Stock Purchase Plans........... 518(2) 524(3) 26,397(2) 24,422(3)
Key Employee Long-Term Incentive Plan..... 1(4) 9,898(5) 1,690(4) 4,976(5)
----------- ----------- ----------- -----------
Total.................................. 44,176,316 44,045,278 44,188,930 44,016,726
Common share equivalents applicable to
outstanding stock awards and
option grants............................. 264,514(6) 173,654(6) 224,161(6) 186,385(6)
----------- ----------- ----------- -----------
Total.................................. 44,440,830 44,218,932 44,413,091 44,203,111
Net income................................... $19,024,754 $ 2,208,811 $31,538,839 $ 4,243,114
Net income per common share.................. $ .43 $ .05 $ .71 $ .10
----------- ----------- ----------- -----------
</TABLE>
(1) Weighted average effect of 235,600 common shares repurchased in the second
quarter of 1995.
(2) Weighted average effect of 47,162 common shares sold from treasury on
June 30, 1995 and 98,583 common shares sold from treasury in the first six
months of 1995.
(3) Weighted average effect of 47,720 common shares sold from treasury on
June 30, 1994 and 95,248 common shares sold from treasury in the first six
months of 1994.
(4) Weighted average effect of 44 net common shares issued from treasury in
the second quarter of 1995 and 2,135 net common shares issued from
treasury in the first six months of 1995.
(5) Weighted average effect of 15,012 common shares issued from treasury in
the second quarter of 1994.
(6) Weighted average effect of shares subject to outstanding awards under the
Registrant's 1988 Restricted Common Stock Award Plan and weighted average
effect of shares issuable under the Registrant's 1992 Key Employee Long-
Term Incentive Plan.
14
<PAGE>
EXHIBIT 15
LETTER IN LIEU OF CONSENT REGARDING REVIEW REPORT OF UNAUDITED
--------------------------------------------------------------
INTERIM FINANCIAL INFORMATION
-----------------------------
P. H. Glatfelter Company:
We have reviewed, in accordance with standards established by the American
Institute of Certified Public Accountants, the unaudited condensed consolidated
financial statements of P. H. Glatfelter Company and subsidiaries for the three-
month and six-month periods ended June 30, 1995 and 1994, as indicated in our
report dated July 18, 1995; because we did not perform an audit, we expressed no
opinion on that information.
We are aware that our report referred to above, which is included in your
Quarterly Report on Form 10-Q for the quarter ended June 30, 1995, is
incorporated by reference in Registration Statements Nos. 33-24858, 33-25884,
33-37198, 33-49660, 33-53338 and 33-54409 on Form S-8.
We are also aware that the aforementioned report, pursuant to Rule 436(c) under
the Securities Act, is not considered a part of the Registration Statement
prepared or certified by an accountant or a report prepared or certified by an
accountant within the meaning of Sections 7 and 11 of that Act.
Deloitte & Touche LLP
Philadelphia, Pennsylvania
July 18, 1995
15
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