<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 September 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 the 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
--------------
(The 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 November 3, 1995 were 43,527,041.
<PAGE>
P. H. GLATFELTER COMPANY
INDEX
Part I - Financial Information
- - ------------------------------
Financial Statements:
Condensed Consolidated Statements of Income and Retained
Earnings - Three Months and Nine Months Ended September
30, 1995 and September 30, 1994 (Unaudited)............ 2
Condensed Consolidated Balance Sheets - September 30, 1995
(Unaudited) and December 31, 1994...................... 3
Condensed Consolidated Statements of Cash Flows - Nine Months
Ended September 30, 1995 and September 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 Nine Months Ended
9/30/95 9/30/94 9/30/95 9/30/94
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 160,771 $ 120,261 $ 482,687 $ 346,404
Other income - net
Energy sales - net 2,713 1,484 6,657 4,239
Interest on investments and
other - net 339 193 968 796
Gain from property dispositions,
etc., - net 21 590 1,065 729
----------- ----------- ----------- -----------
Total 163,844 122,528 491,377 352,168
Costs and expenses
Cost of products sold 124,210 116,051 375,615 323,564
Selling, general and administrative
expenses 9,064 6,677 27,899 20,589
Interest on debt - net 2,475 1,952 7,892 3,912
----------- ----------- ----------- -----------
Total 135,749 124,680 411,406 348,065
Income (loss) before income taxes 28,095 (2,152) 79,971 4,103
Income tax provision (credit)
Current taxes 5,497 637 15,255 920
Deferred taxes 5,495 (1,294) 16,074 435
----------- ----------- ----------- -----------
Total 10,992 (657) 31,329 1,355
Net income (loss) 17,103 (1,495) 48,642 2,748
Retained earnings at beginning of period 412,718 534,590 396,635 545,770
----------- ----------- ----------- -----------
Total 429,821 533,095 445,277 548,518
----------- ----------- ----------- -----------
Common stock dividends declared 7,648 7,726 23,104 23,149
----------- ----------- ----------- -----------
Retained earnings at end of period $ 422,173 $ 525,369 $ 422,173 $ 525,369
=========== =========== =========== ===========
Weighted average number of common shares
outstanding 44,351,935 44,266,617 44,392,116 44,224,526
Net income (loss) per common share $ .39 $ (.03) $ 1.10 $ .06
=========== =========== =========== ===========
Dividends declared per common share $ .175 $ .175 $ .525 $ .525
=========== =========== =========== ===========
</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>
9/30/95 12/31/94
(unaudited)
----------- -----------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 5,931 $ 3,133
Marketable securities 111 111
Accounts receivable - net 59,691 48,912
Inventories:
Raw materials 24,949 28,894
In process and finished products 28,530 24,202
Supplies 30,569 28,735
----------- -----------
Total inventory 84,048 81,831
Prepaid expenses and other current assets 2,201 1,382
----------- -----------
Total current assets 151,982 135,369
Plant, equipment and timberlands - net 453,154 460,420
Other assets 59,220 55,021
----------- -----------
Total assets $ 664,356 $ 650,810
=========== ===========
<CAPTION>
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
<S> <C> <C>
Current liabilities:
Short-term bank borrowings $ 1,300 $ 24,100
Accounts payable 36,133 44,309
Dividends payable 7,655 7,735
Federal, state and local taxes 4,239 2,489
Accrued compensation, other expenses
and deferred income taxes 37,184 25,639
----------- -----------
Total current liabilities $ 86,511 $ 104,272
Long-term debt 150,000 150,000
Deferred income taxes 73,739 60,313
Other long-term liabilities 41,535 40,491
Commitments and contingencies
Shareholders' equity:
Common stock 544 544
Capital in excess of par value 40,789 39,838
Retained earnings 422,173 396,635
----------- -----------
Total 463,506 437,017
Less cost of common stock in treasury (150,935) (141,283)
----------- -----------
Total shareholders' equity 312,571 295,734
Total liabilities and
shareholders' equity $ 664,356 $ 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>
Nine Months Ended
9/30/95 9/30/94
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net income $ 48,642 $ 2,748
Items included in net income not using (providing) cash:
Depreciation and depletion 24,699 32,337
Gain on disposition of fixed assets (739) (121)
Expense related to employee stock purchase plans 700 605
Change in assets and liabilities:
Accounts receivable (10,779) (13,919)
Inventories (2,217) 10,251
Prepaid expenses and other assets (7,918) (5,414)
Accounts payable, accrued compensation,
other expenses, deferred income taxes
and other long-term liabilities 12,648 (15,441)
Federal, state and local taxes 1,750 (773)
Deferred income taxes - non-current 13,426 7,237
--------- ---------
Net cash provided by operating activities 80,212 17,510
--------- ---------
Cash Flows from Investing Activities:
Sale of marketable securities and
long-term investments 2,861 20,570
Proceeds from disposal of fixed assets 984 1,100
Additions to plant, equipment and timberlands (19,282) (60,231)
Decrease in liabilities related to
fixed asset acquisitions (6,596) (4,758)
--------- ---------
Net cash used in investing activities (22,033) (43,319)
--------- ---------
Cash Flows from Financing Activities:
Borrowing (repayment) of short-term debt (22,800) 31,800
Dividends paid (23,184) (23,121)
Purchases of common stock (11,651) -
Proceeds from issuance of common stock under
employee stock purchase plans and key
employee long-term incentive plan 2,254 1,750
--------- ---------
Net cash provided by (used in) financing activities (55,381) 10,429
--------- ---------
Net increase (decrease) in cash and cash equivalents 2,798 (15,380)
Cash and Cash Equivalents:
At beginning of period 3,133 19,182
--------- ---------
At end of period $ 5,931 $ 3,802
========= =========
Supplemental Disclosure of Cash Flow Information:
Cash paid for:
Interest (net of amount capitalized) $ 10,328 $ 6,263
Income taxes 14,565 2,194
</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 (credit) computed by
applying the statutory federal income tax rate of 35% to income (loss)
before income taxes, and the actual income tax provision (credit) follows
(in thousands):
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
9/30/95 9/30/94 9/30/95 9/30/94
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Federal income tax provision
(credit) at statutory rate $ 9,833 $ (753) $ 27,990 $ 1,436
State income taxes net of
federal income tax benefit 1,249 37 3,583 199
Other (90) 59 (244) (280)
-------- -------- -------- --------
Actual income tax provision
(credit) $ 10,992 $ (657) $ 31,329 $ 1,355
======== ======== ======== ========
</TABLE>
The deferred income tax provisions for the nine-month periods ended
September 30, 1995 and 1994 result from the following temporary differences
(in thousands):
<TABLE>
<CAPTION>
Nine Months Ended
9/30/95 9/30/94
-------- --------
<S> <C> <C>
Depreciation $ 15,453 $ 6,454
Pensions 3,045 1,467
Alternative Minimum Tax (107) (6,797)
Other (2,317) (689)
-------- --------
$ 16,074 $ 435
======== ========
</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 413,186 in the
first nine months of 1995. This decrease was due to the repurchase of
565,500 shares of common stock for the treasury, which more than offset the
issuance of 140,611 treasury shares pursuant to the various employee stock
purchase plans of the Registrant and the issuance of 11,703 treasury shares
pursuant to the Registrant's 1992 Key Employee Long-Term Incentive Plan. At
September 30, 1995, 10,575,337 shares of common stock were held in treasury.
3. The Registrant's Board of Directors has authorized the repurchase in the
open market or in privately negotiated transactions of up to 11,000,000
shares of the Registrant's common stock in the aggregate. Repurchased shares
are added to the treasury and are available for future sale. Under these
authorizations, as of September 30, 1995, the Registrant had repurchased
9,563,530 shares for a total consideration of $161,174,827.
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 of common stock 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 may incur or the limitations which
environmental compliance may place on its operations.
The amount and timing of future expenditures for environmental compliance,
cleanup, 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 September 30, 1995 and the related
condensed consolidated statements of income and retained earnings for the three-
month and nine-month periods ended September 30, 1995 and 1994 and of cash flows
for the nine months ended September 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
October 13, 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
condensed consolidated statements of income is shown below.
<TABLE>
<CAPTION>
Comparison of
Three Months Ended Nine Months Ended
Sept. 30, 1995 and Sept. 30, 1995 and
Sept. 30, 1994 Sept. 30, 1994
--------------------------------------------
Increase
(dollars in thousands)
<S> <C> <C> <C> <C>
Net sales $40,510 33.7% $136,283 39.3%
Other income - net 806 35.6% 2,926 50.8%
Cost of products sold 8,159 7.0% 52,051 16.1%
Selling, general and
administrative expenses 2,387 35.7% 7,310 35.5%
Interest on debt - net 523 26.8% 3,980 101.7%
Income tax provision 11,649 NC 29,974 2,212.1%
Net income (loss) 18,598 NC 45,894 1,670.1%
</TABLE>
NC = not calculable
Net Sales
- - ---------
The Registrant classifies product sales into two groups: 1) printing papers; and
2) tobacco and other specialty papers. Overall net sales increased by
$40,510,000 and $136,283,000 for the third quarter and first nine months of
1995, respectively, compared to the corresponding periods in 1994.
Printing papers net sales increased 44.3% in the third quarter of 1995 compared
to the third quarter of 1994 due to a 35.6% increase in average net selling
prices and an increase in sales volume of 5.3%. Printing papers net sales
increased 52.6% for the first nine months of 1995 compared to the like period in
1994. This increase was due to higher average net selling prices and an
increase in sales volume of 30.1% and 15.9%, respectively.
Printing papers selling prices increased in 1995 over 1994 due to the increase
in customer demand, as well as the ability of the Registrant to offset increased
raw material costs, particularly for market pulp, pulp substitutes, and
wastepaper.
An increase in printing paper demand led to the increase in sales volume in the
first nine months of 1995. In contrast, during the first nine 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 demand weakened during the end of the third quarter of 1995. An
expected rebound in demand for printing papers that generally follows a seasonal
slowdown during the summer months has not occurred. Abnormally high levels of
paper inventories currently exist among customers in this segment of the
Registrant's business. Orders have declined as book manufacturers and printers
have been reducing their inventories; consequently, during October,
approximately four days and fourteen days of unplanned market-related downtime
were necessary at the Registrant's Spring Grove, Pennsylvania and Neenah,
Wisconsin mills, respectively. As customers reduce their inventories to normal
levels, the Registrant is optimistic that future orders will be sufficient to
sustain full operations.
Net sales of tobacco and other specialty papers were 9.3% higher in the third
quarter of 1995 compared to the third quarter of 1994 and 9.8% higher in the
first nine months of 1995 compared to the corresponding period of 1994. These
increases were due to higher average net selling prices 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 3.5% for the third quarter of 1994
to 22.7% for the third quarter of 1995, and from 6.6% for the first nine months
of 1994 to 22.2% for the first nine months of 1995. These increases were due to
higher average net selling prices, which more than offset an increase in the
average cost of products sold per ton. Significantly higher costs for market
pulp, pulp substitutes and wastepaper in the third quarter and the first nine
months of 1995 accounted for the increase in the average cost of products sold
per ton in such periods compared to the corresponding periods in 1994. These
cost increases more than offset (i) the ability of the Registrant to spread its
fixed manufacturing costs over more tons of products manufactured during the
1995 periods compared to the corresponding periods in 1994, and (ii) the
favorable impact of lower depreciation expense of approximately $2,500,000 and
$7,600,000 for the third quarter and first nine months of 1995, respectively.
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 $3,600,000 and $10,700,000 for the third quarter and first nine
months of 1995, respectively, compared to the like periods in 1994. These
decreases resulted from a writedown of the net assets of the Ecusta Division in
the fourth quarter of 1994. As a result of the reduction of depreciation
expense, increased net sales and the favorable impact of cost reduction efforts,
the Ecusta Division generated an operating profit during the third quarter and
first nine months of 1995.
Selling, General and Administrative Expenses
- - --------------------------------------------
The Registrant's selling, general and administrative expenses for the third
quarter and first nine months of 1995 were $2,387,000 and $7,310,000 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 third quarter and first nine
months of 1995 was $523,000 and $3,980,000 more than the corresponding periods
of 1994. The Registrant capitalized $2,793,000 of interest during the first
nine months of 1994, including $501,000 during the third 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
nine months of 1995. The increase in interest on debt (net) for the first nine
months of 1995 was also due to higher average short-term borrowings and a higher
variable interest rate on the Registrant's interest rate swap agreement which
has a total notional principal amount of $50,000,000. Interest on short-term
borrowings during the first nine months of 1995 was $381,000 more than the
corresponding period of 1994.
During the third quarter of 1995 the level of short-term borrowings declined
significantly below third quarter 1994 levels. As a result, interest on short-
term borrowings was $212,000 lower during the third quarter of 1995 compared to
the third quarter of 1994. Interest expense related to the swap agreement was
higher in the third quarter of 1995 compared to the third quarter of 1994 due to
a higher variable interest rate.
Income Tax Provision
- - --------------------
The Registrant's provision for income taxes increased by $11,649,000 and
$29,974,000 for the third quarter and first nine 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
$2,798,000 during the first nine months of 1995. In addition, the Registrant
lowered its short-term bank borrowings by $22,800,000 at September 30, 1995
compared to December 31, 1994. These changes were primarily due to $80,212,000
of cash provided by operating activities and
9
<PAGE>
cash used of $25,878,000 for the funding of capital projects, $23,184,000 for
dividend payments and $11,651,000 for the purchase of common stock for the
treasury.
Included in the Registrant's funding of capital projects for the first nine
months of 1995 was $6,256,000 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.
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, 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 is 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 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: November 6, 1995 /s/ R. P. Newcomer
----------------------------------------
R. P. Newcomer
Senior 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 9 Months Ended
9/30/95 9/30/94 9/30/95 9/30/94
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average number of common and common
share equivalents:
Common shares:
Shares outstanding, beginning of period... 44,064,947 44,097,588 44,199,829 43,987,328
Less shares purchased for treasury........ (177,850)(1) - (165,179)(1) -
Shares issued:
Employee Stock Purchase Plans........... 913(2) 525(3) 51,031(2) 48,467(3)
Key Employee Long-Term Incentive Plan... 2,814(4) - 2,788(4) 8,358(5)
----------- ----------- ----------- -----------
Total................................. 43,890,824 44,098,113 44,088,469 44,044,153
Common share equivalents applicable to
outstanding stock awards and
option grants............................ 461,111(6) 168,504(6) 303,647(6) 180,373(6)
----------- ----------- ----------- -----------
Total................................. 44,351,935 44,266,617 44,392,116 44,224,526
Net income (loss)............................. $17,102,967 $(1,495,288) $48,641,806 $ 2,747,826
Net income (loss) per common share............ $ .39 $ (.03) $ 1.10 $ .06
=========== =========== =========== ===========
</TABLE>
(1) Weighted average effect of 329,900 common shares repurchased in the third
quarter of 1995 and 565,500 common shares repurchased in the first nine
months of 1995.
(2) Weighted average effect of 42,028 common shares issued from treasury on
September 30, 1995 and 140,611 common shares issued from treasury in the
first nine months of 1995.
(3) Weighted average effect of 48,323 common shares issued from treasury on
September 30, 1994 and 143,571 common shares issued from treasury in the
first nine months of 1994.
(4) Weighted average effect of 9,568 common shares issued from treasury in the
third quarter of 1995 and 11,703 common shares issued from treasury in the
first nine months of 1995.
(5) Weighted average effect of 15,012 common shares issued from treasury in
the first nine months 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 nine-month periods ended September 30, 1995 and 1994, as indicated in
our report dated October 13, 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 September 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
October 13, 1995
15
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 5,931
<SECURITIES> 111
<RECEIVABLES> 61,727
<ALLOWANCES> 2,036
<INVENTORY> 84,048
<CURRENT-ASSETS> 151,982
<PP&E> 1,002,560
<DEPRECIATION> 549,406
<TOTAL-ASSETS> 664,356
<CURRENT-LIABILITIES> 86,511
<BONDS> 150,000
<COMMON> 544
0
0
<OTHER-SE> 312,027
<TOTAL-LIABILITY-AND-EQUITY> 664,356
<SALES> 482,687
<TOTAL-REVENUES> 491,377
<CGS> 375,615
<TOTAL-COSTS> 375,615
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 186
<INTEREST-EXPENSE> 7,892
<INCOME-PRETAX> 79,971
<INCOME-TAX> 31,329
<INCOME-CONTINUING> 48,642
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,642
<EPS-PRIMARY> 1.10
<EPS-DILUTED> 1.10
</TABLE>
