Glatfelter Corp - Annual Report: 2015 (Form 10-K)

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PART I
Item 1		Business					1
Item 1A		Risk Factors					7
Item 1B		Unresolved Staff Comments					12
Item 2		Properties					12
Item 3		Legal Proceedings					13
		Executive Officers					13
Item 4		Mine Safety Disclosures					14
PART II
Item 5		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities					14
		Common Stock Prices and Dividends Declared Information					14
		Stock Performance Graph					14
Item 6		Selected Financial Data					15
Item 7		Management’s Discussion and Analysis of Financial Condition and Results of Operations					16
		Results of Operations					17
		Liquidity and Capital Resources					25
		Critical Accounting Policies and Estimates					28
Item 7A		Quantitative and Qualitative Disclosures about Market Risk					29
Item 8		Financial Statements and Supplementary Data					30
		Report of Independent Registered Public Accountants					31
		Statements of Income					33
		Statements of Comprehensive Income					34
		Balance Sheets					35
		Statements of Cash Flows					36
		Statements of Shareholders’ Equity					37
		Notes to Consolidated Financial Statements
		1.		Organization			38
		2.		Accounting Policies			38
		3.		Acquisitions			40
		4.		Energy and Related Sales, Net			41
		5.		Gain on Dispositions of Plant, Equipment and Timberlands			42
		6.		Asset Impairment Charges			42
		7.		Earnings Per Share			42
		8.		Accumulated Other Comprehensive Income			43
		9.		Income Taxes			44
		10.		Stock-Based Compensation			46
		11.		Retirement Plans and Other Post-Retirement Benefits			47

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		12.		Inventories			50
		13.		Plant, Equipment and Timberlands			50
		14.		Goodwill and Intangible Assets			50
		15.		Other Long-Term Assets			50
		16.		Other Current Liabilities			51
		17.		Long-Term Debt			51
		18.		Asset Retirement Obligation			52
		19.		Fair Value of Financial Instruments			53
		20.		Financial Derivatives and Hedging Activities			53
		21.		Shareholders’ Equity			54
		22.		Share Repurchases			55
		23.		Commitments, Contingencies and Legal Proceedings			55
		24.		Segment and Geographic Information			59
		25.		Condensed Consolidating Financial Statements			62
		26.		Quarterly Results (Unaudited)			66
Item 9		Changes in and Disagreements With Accountants on Accounting and Financial Disclosures					67
Item 9A		Controls and Procedures					67
Item 9B		Other Information					67
PART III
Item 10		Directors, Executive Officers and Corporate Governance					67
Item 11		Executive Compensation					67
Item 12		Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters					67
Item 13		Certain Relationships and Related Transactions, and Director Independence					67
Item 14		Principal Accountant Fees and Services					67
PART IV
Item 15		Exhibits, Financial Statement Schedules					68
Signatures							71
Certifications							72
Schedule II							74

 

PART I

P. H. Glatfelter Company makes regular filings with the Securities and Exchange Commission (“SEC”), including this Annual Report on Form 10-K, as well as Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These filings are available, free of charge, on our website, www.glatfelter.com, and the SEC’s website at www.sec.gov. We also provide copies of our SEC filings at no charge upon request to Investor Relations at (717) 225-2719, ir@glatfelter.com, or by mail to Investor Relations, 96 South George Street, Suite 520, York, PA, 17401. In this filing, unless the context indicates otherwise, the terms “we,” “us,” “our,” “the Company,” or “Glatfelter” refer to P. H. Glatfelter Company and subsidiaries.

 

ITEM 1

BUSINESS

Overview    Glatfelter began operations in 1864, and we believe we are one of the world’s leading manufacturers of specialty papers and fiber-based engineered materials. Headquartered in York, Pennsylvania, we own and operate manufacturing facilities in Pennsylvania, Ohio, Canada, Germany, the United Kingdom, France, and the Philippines and we have sales and distribution offices in Russia and China.

Acquisitions    Over the past several years, we have completed a number of acquisitions that have diversified our revenue, expanded our geographic footprint and enhanced our asset base. The most recent transactions include the April 2013, $211 million acquisition of Dresden Papier GmbH (“Dresden”) and the October 2014, $8.0 million acquisition of Spezialpapierfabrik Oberschmitten GmbH (“SPO”). Dresden is a leading supplier of nonwoven wall covering products with annual revenues of approximately $160 million in the year of acquisition. SPO is a producer of highly technical papers for a wide range of electrical applications with annual sales of approximately $33 million. Both of these businesses operate within our Composite Fibers business unit.

Products    Our three business units manufacture and distribute a wide array of specialty papers and fiber-based engineered materials including:

 

•

Composite Fibers with revenue from the sale of single-serve tea and coffee filtration papers, nonwoven wall covering materials, metallized papers, composite laminates papers, and many technically special papers including substrates for electrical applications;

•

Advanced Airlaid Materials with revenue from the sale of airlaid nonwoven fabric-like materials used in feminine hygiene and adult incontinence products, wipes, and other airlaid applications; and

 

•

Specialty Papers with revenue from the sale of papers for carbonless and other forms, envelopes, book publishing, and engineered products such as papers for high-speed ink jet printing, office specialty products, greeting cards, packaging, casting, release, transfer, playing card, postal, FDA-compliant food and beverage applications, and other niche specialty applications.

The global growth markets served by the Composite Fibers and Advanced Airlaid Materials business units are characterized by attractive growth rates as the result of emerging products and markets, changing end-user preferences and evolving demographics. Specialty Papers serves more mature market segments, many of which are in decline.

As a result of our strategy to diversify sources of revenue and invest in growth businesses, revenue generated from Composite Fibers and Advanced Airlaid Materials is expected to represent an increasingly greater proportion of total revenue. Combined, these two business units comprised 47% of our total net sales in 2015 compared with 30% in 2006.

Consolidated net sales and the relative net sales contribution of each of our business units for the past three years are summarized below:

 

Dollars in thousands		2015				2014				2013
Net sales		$	1,661,084			$	1,802,415			$	1,722,615
Business unit contribution
Composite Fibers			32.6	%			34.3	%			32.9	%
Advanced Airlaid Materials			14.7				15.6				15.6
Specialty Papers			52.7				50.1				51.5
Total			100.0	%			100.0	%			100.0	%

Strategy    Our strategy is focused on growing revenues, organically and by acquisition, in our key global growth markets including single-serve coffee and tea, nonwoven wall covering materials, electrical products, hygiene and wipes products, and other technical materials. We partner with leading consumer product companies and other market leaders to provide innovative products with outstanding performance to meet market requirements. Over the past several years, we have made investments to increase production capacity and improve our technical capabilities to ensure we are best positioned to serve the

 

market demands and grow our revenue. This includes a $50 million investment in 2013 to expand capacity and improve inclined wire paper machine capabilities in Composite Fibers. We are committed to growing in our key markets and expect to make additional investments to support our customers and satisfy market demands. Consistent with this strategy, in December 2015, we announced plans to invest approximately $80 million to build a new advanced airlaid facility in the southern U.S. to service the North America market. Production at the new facility is expected to start in two years with an annual capacity of approximately 22,000 short tons, increasing our total global airlaid materials capacity to approximately 129,000 short tons.

New product development and new business development is a critical component of our business strategy requiring a focus on product innovation. During 2015, 2014 and 2013, we invested $10.4 million, $12.3 million and $12.2 million, respectively, in new product development activities. In each of the past three years, in excess of 50% of net sales were generated from products developed, enhanced or improved within the past five years.

In addition, our business strategy includes expanding product margins driven by cost reduction and continuous improvement initiatives, generating strong and reliable free cash flows and making strategic investments designed to improve our returns on invested capital.

And finally, the strength of our balance sheet and cash flow profile has allowed us to pursue strategic actions such as the Dresden and SPO acquisitions. Our acquisition strategy complements our long-term strategy of driving growth in core and adjacent markets. Since 2006, we have successfully completed six acquisitions demonstrating our ability to establish leading market positions through the successful acquisition and integration of complementary businesses.

Our Business Units    We manage our company as three distinct business units: Composite Fibers; Advanced Airlaid Materials; and Specialty Papers. Net tons sold by each business unit for the past three years were as follows:

 

Short tons		2015				2014				2013
Composite Fibers			153,766				157,336				133,570
Advanced Airlaid Materials			95,957				99,667				96,098
Specialty Papers			802,188				802,878				800,151
Total			1,051,911				1,059,881				1,029,819

Composite Fibers    Our Composite Fibers business unit serves customers globally and focuses on higher value-added products in the following markets:

 

•

Food & Beverage paper primarily used for single-serve coffee and tea products;

 

•

Wallcovering base materials used by the world’s largest wallpaper manufacturers;

 

•

Metallized products used in the labeling of bottles, self-adhesive labels, packaging liners, gift wrap, and other consumer product applications;

 

•

Composite Laminates paper used in production of decorative laminates, furniture, and flooring applications; and

 

•

Technical Specialties a diverse line of special paper products used in electrical energy storage, transport, and transmission including batteries and capacitors, wipes and other home and hygiene products, and other highly-engineered fiber-based applications.

We believe this business unit maintains a market leadership position in the single-serve coffee and tea markets and nonwoven wallpaper materials markets. Composite Fibers’ revenue composition by market consisted of the following for the years indicated:

 

In thousands		2015				2014				2013
Food & beverage		$	274,865			$	296,304			$	302,738
Wallcovering			91,620				149,957				97,698
Metallized			68,397				80,839				83,949
Composite laminates			34,897				38,159				39,296
Technical specialties and other			71,689				52,592				42,679
Total		$	541,468			$	617,851			$	566,360

A significant portion of this business unit’s revenue is transacted in currencies other than the U.S. dollar and therefore the comparison from period to period reflects the impact of changes in currency exchange rates. Changes in exchange rates unfavorably affected the comparison of 2015 to 2014 by $75.8 million.

We believe many of the markets served by Composite Fibers present attractive growth opportunities by capitalizing on evolving consumer preferences, expanding into new or emerging geographic markets, and by gaining market share through superior products and quality. Many of this business’ papers are technically sophisticated, require specialized fibers, and many are extremely lightweight, requiring specifically designed papermaking equipment and production processes. Our proven

 

capability to produce these demanding products and our customer orientation positions us well to compete in these global markets.

During 2013, we completed the acquisition of Dresden, a leading global supplier of nonwoven wallpaper base materials. The Dresden acquisition added another industry-leading nonwovens product line to our Composite Fibers business, and broadened our relationship with leading producers of consumer and industrial products. Dresden produces products with superior performance and characteristics such as dry strip-ability, higher tear resistance, and no material shrinkage or expansion when wet. However, since late 2014, demand for and pricing of Dresden’s products has been adversely impacted by the geopolitical and economic conditions in Russia and Ukraine, countries from which Dresden generates a significant portion of its revenue.

The primary raw materials used in the production of our lightweight papers are abaca pulp, wood pulp and synthetic fibers. Abaca pulp is a specialized pulp with limited sources of availability. Sufficient quantities of abaca pulp and its source fiber are required to support growth in this business unit. Our abaca pulp production process, fulfilled by our Philippine mill, provides a unique advantage to our Composite Fibers business unit. In the event the supply of abaca fiber becomes constrained or when production demands exceed the capacity of the Philippines mill, alternative sources and/or substitute fibers are used to meet customer demands.

The Composite Fibers business unit is comprised of four paper making facilities (Germany, France and England), a nonwoven wall cover base mill (Germany), metallizing operations (Wales and Germany) and a pulp mill (the Philippines). The combined attributes of the facilities are summarized as follows:

 

Production Capacity (short tons)		Principal Raw Material (“PRM”)		Estimated Annual Quantity of PRM (short tons)
154,000 lightweight and other		Abaca pulp		17,300
		Wood pulp		95,000
		Synthetic fiber		22,000
28,000 metallized		Base stock		28,000
18,000 abaca pulp		Abaca fiber		27,000

Composite Fibers’ lightweight products are produced using highly specialized inclined wire paper machine technology and we believe we currently maintain approximately 25% of the global inclined wire capacity.

In addition to critical raw materials, the cost to produce Composite Fibers’ products is influenced by energy. Although the business unit generates all of its steam needed for production, in 2015, it purchased 75% of its electricity.

In Composite Fibers’ markets, competition is product line specific as the necessity for technical expertise and specialized manufacturing equipment limits the number of companies offering multiple product lines. The following chart summarizes key competitors by market segment:

 

Market segment		Competitor
Single serve coffee & tea		Ahlstrom, Purico, MB Papeles and Zhejiang Kan
Nonwoven wallcovering		Ahlstrom, Technocell, Neu Kaliss, and Goznak
Composite laminates		Schweitzer-Maudit, Purico, MB Papeles and Oi Feng
Metallized		AR Metallizing, Torras Papel Novelis, Vaassen, Galileo Nanotech, and Wenzhou Protec Vacuum Metallizing Co.

Our strategy in Composite Fibers is focused on:

 

•

capitalizing on growing global markets in food & beverage, electrical products and dispersible wipes;

 

•

maximizing capacity utilization provided by the investment in state-of-the-art inclined wire technology to support consistent growth of key markets;

 

•

enhancing product mix across all markets by utilizing new product and new business development capabilities;

 

•

implementing continuous improvement methodologies to increase productivity, reduce costs and expand capacity; and

 

•

ensuring readily available access to specialized raw material requirements to support projected growth.

As part of our commitment to realizing the growth potential of certain of this business unit’s markets, in 2013 we completed a $50 million investment to expand our inclined wire capacity by nearly 20%, or approximately 10,500 short tons. In addition, the 2014 acquisition of SPO furthers our strategy of capitalizing on the fast-growing electrical market by broadening our electrical papers platform and know-how.

 

Advanced Airlaid Materials    Our Advanced Airlaid Materials business unit is a leading global supplier of highly absorbent cellulose-based airlaid nonwoven materials primarily used to manufacture consumer products for growing global end-user markets. These products include:

 

•

feminine hygiene;

 

•

specialty wipes;

 

•

adult incontinence;

 

•

home care;

 

•

table top; and

 

•

food pads.

Advanced Airlaid Materials serves customers who are industry leading consumer product companies as well as private-label converters for feminine hygiene, adult incontinence and specialty wipes products. We believe this business unit holds leading market share positions in many of the markets it serves. Advanced Airlaid Materials has developed long-term customer relationships through superior quality, customer service, and a reputation for quickly bringing product and process innovations to market.

Advanced Airlaid Materials’ revenue composition by market consisted of the following for the years indicated:

 

In thousands		2015				2014				2013
Feminine hygiene		$	182,048			$	216,836			$	219,222
Wipes			22,950				16,002				15,186
Adult incontinence			10,720				17,586				5,046
Home care			13,345				15,401				14,857
Other			15,526				15,848				14,085
Total		$	244,589			$	281,673			$	268,396

A significant portion of this business unit’s revenue is transacted in currencies other than the U.S. dollar and therefore the comparison from period to period reflects the impact of changes in currency exchange rates. Changes in exchange rates unfavorably affected the comparison of 2015 to 2014 by $25.1 million.

The feminine hygiene category accounted for 74% of Advanced Airlaid Material’s revenue in 2015. The majority of sales of this product are to a small group of large, leading global consumer products companies. These markets are considered to be more growth oriented due to population growth in certain geographic regions and changing consumer preferences. In developing regions, demand is also influenced by increases in disposable income and cultural preferences. The airlaid wipes market

presents attractive growth opportunities and as a result, we are investing approximately $80 million over the next two years to build a new advanced airlaid facility in the United States.

The Advanced Airlaid Materials business unit operates state-of-the-art facilities in Falkenhagen, Germany and Gatineau, Canada. The Falkenhagen location operates three multi-bonded production lines and three proprietary single-lane festooners. The Gatineau location consists of two airlaid production lines employing multi-bonded and thermal-bonded airlaid technologies and two proprietary single-lane festooners.

The business unit’s two facilities operate with the following combined attributes:

 

Airlaid Production Capacity (short tons)		Principal Raw Material (“PRM”)		Estimated Annual Quantity of PRM (short tons)
107,000		Fluff pulp			75,000

In addition to the cost of critical raw materials, production cost is impacted by energy. Advanced Airlaid Materials purchases substantially all of the electricity and natural gas used in its operations. Approximately 90% of this business unit’s revenue is earned under contracts with pass-through provisions directly related to the price of key raw material costs.

Advanced Airlaid Materials continues to be a technology and product innovation leader in technically demanding segments of the airlaid market, most notably feminine hygiene. This business unit’s airlaid material production employs multi-bonded and thermal-bonded airlaid technologies as opposed to other methods such as hydrogen-bonding. We believe that its facilities are among the most modern and flexible airlaid facilities in the world, allowing it to produce at industry leading operating rates. Its proprietary single-lane festooning technology provides converting and product packaging which supports efficiency optimization by the customers converting processes. This business unit’s in-house technical expertise, combined with significant capital investment requirements and rigorous customer expectations creates large barriers to entry for new competitors.

The following summarizes this business unit’s key competitors:

 

Market segment		Competitor
Airlaid products		Georgia-Pacific LLC, Fitesa, McAirlaid’s GmbH, Domtar

 

The global markets served by this business unit are characterized by attractive growth opportunities. To take advantage of this, our strategy is focused on:

 

•

maintaining and expanding relationships with customers that are market-leading consumer product companies as well as companies distributing through private label arrangements;

 

•

capitalizing on our product and process innovation capabilities;

 

•

expanding geographic reach of markets served;

 

•

optimizing the use of existing production capacity; and

 

•

employing continuous improvement methodologies and initiatives to reduce costs, improve efficiencies and create additional capacity.

Specialty Papers    Our North America-based Specialty Papers business unit focuses on producing papers for the following markets:

 

•

Carbonless & non-carbonless forms papers for credit card receipts, multi-part forms, security papers and other end-user applications;

 

•

Engineered products for high speed ink jet printing, office specialty products, greeting cards, and other niche specialty applications;

 

•

Envelope and converting papers primarily utilized for transactional and direct mail envelopes; and

 

•

Book publishing papers for the production of high-quality hardbound books and other book publishing needs.

This business unit produces both commodity products and higher-value-added specialty products. Specialty Papers’ revenue composition by market consisted of the following for the years indicated:

 

In thousands		2015				2014				2013
Carbonless & forms		$	349,831			$	376,959			$	369,618
Engineered products			190,943				194,189				184,913
Envelope & converting			178,067				183,194				175,928
Book publishing			152,647				144,744				153,054
Other			3,538				3,805				4,346
Total		$	875,026			$	902,891			$	887,859

Many of the market segments served by Specialty Papers are characterized by declining demand resulting in excess capacity, lower operating rates and pricing pressure. As a result, over the past several years, certain producers have closed, reduced or repurposed production capacity in

an attempt to bring supply balance to the market. In addition, foreign producers have created additional imbalance by shipping product to the U.S. when market pricing is favorable or the U.S. dollar is stronger. Maintaining the supply and demand balance will require the industry to continually remove capacity sufficient to match declining demand.

Despite our exposure to declining markets, in each of the past eleven years, we have outperformed the broader uncoated free sheet market in terms of shipping volume. We have been successful at maintaining this business unit’s shipments by leveraging the flexibility of our asset base to respond to new product and new business development opportunities, efficiently responding to changing customer demands and delivering superior customer service.

We are one of the leading suppliers of carbonless and book publishing papers in the United States. Although the markets for these products are declining, we have been successful in executing our strategy to replace this lost volume with products such as envelope papers, business forms, and other value-added specialty engineered products. Specialty Papers’ envelope papers market is also declining, however we have leveraged our customer service capabilities and geographic locations to grow our market share in each of the last several years.

Specialty Papers’ highly technical engineered products include high speed ink jet printing products, office specialty products, greeting cards, packaging, casting, release, transfer, playing card, postal, FDA-compliant food and other niche specialty applications. Such products comprise an array of distinct business niches that are in a continuous state of evolution. Many of these products are utilized for demanding, specialized customer and end-user applications. Some of our products are new and higher growth while others are more mature and further along in the product life cycle. Because many of these products are technically complex and involve substantial customer-supplier development collaboration, they typically command higher per ton prices and generally exhibit greater pricing stability relative to commodity grade paper products.

The Specialty Papers business unit operates two integrated pulp and paper making facilities with the following combined attributes:

 

Uncoated Production Capacity (short tons)		Principal Raw Material (“PRM”)		Estimated Annual Quantity of PRM (short tons)
820,000		Pulpwood		2,327,250
		Wood-and other pulps		708,000

 

This business unit’s pulp mills have a combined pulp making capacity of 615,000 tons of bleached pulp per year. The principal raw material used to produce pulp is pulpwood, including both hardwoods and softwoods. Pulpwood is obtained from a variety of locations including the states of Pennsylvania, Maryland, Delaware, New Jersey, New York, West Virginia, Virginia, Kentucky, Ohio and Tennessee. To protect our sources of pulpwood, we actively promote conservation and forest management among suppliers and woodland owners.

The Spring Grove facility includes five uncoated paper machines as well as an off-line combi-blade coater and a Specialty Coater which together provide annual production capacity for coated paper of approximately 65,000 tons. The Chillicothe facility operates four paper machines producing uncoated and carbonless paper. Two of the machines have built-in coating capability which along with three additional coaters at the facility provide annual coated capacity of approximately 126,000 tons.

In addition to critical raw materials, the cost to produce Specialty Papers’ products is influenced by energy. Although the business unit generates all of its steam needed for production at both facilities and generates more power than it consumes at the Spring Grove, PA facility, it purchased approximately 25% of its electricity needed for the Chillicothe, OH mill in 2015. The facilities’ source of fuel is primarily coal and, to a lesser extent, natural gas. As discussed more fully under “Environmental Matters,” in order to comply with new air quality regulations, we will be implementing modifications that will convert certain boilers to burn natural gas rather than coal. As a result, the consumption of natural gas will increase significantly in late 2016 and beyond.

In Specialty Papers’ markets, competition is product line specific due to the necessity for technical expertise and specialized manufacturing for certain products. The following chart summarizes key competitors by market segment:

 

Market segment		Competitor
Carbonless paper		Appvion, Inc., and to a lesser extent, Fibria Celulose, Koehler Paper, Mitsubishi Paper, Nekoosa Coated Products and Asia Pulp and Paper Co.
Engineered products		Specialty papers divisions of International Paper, Domtar Corp., Packaging Corp, and Sappi Limited, among others.
Envelope & converting		Domtar and International Paper
Book publishing		Domtar Corp., North Pacific Paper (NORPAC), Resolute Forest and others

Customer service, product performance, technological advances and product pricing are important competitive factors with respect to all our products. We believe our reputation in these areas continues to be excellent.

To be successful in the market environment in which Specialty Papers operates, our strategy is focused on:

 

•

new product and new business development capabilities to ensure optimal utilization of our capacity and to maximize margins;

 

•

leveraging our flexible operating platform to optimize product mix by shifting production among the machines in our system to more closely match output with changing demand trends;

 

•

utilizing ongoing continuous improvement methodologies to ensure operational efficiencies and asset reliability; and

 

•

maintaining superior customer service.

Additional financial information for each of our business units is included in Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Item 8 – Financial Statements and Supplementary Data, Note 24 including geographic revenue and long-lived asset financial information.

Concentration of Customers    For each of the past three years, no single customer represented more than 10% of our consolidated net sales. However, as discussed in Item 1A Risk Factors, one customer accounted for the majority of Advanced Airlaid Materials net sales in 2015, 2014 and 2013.

Capital Expenditures    Our business is capital intensive and requires significant expenditures for new and enhanced equipment. These capital investments are necessary to support growth strategies, research and development initiatives, environmental compliance, and for normal upgrades or replacements. Capital expenditures totaled $99.9 million, $66.0 million and $103.0 million, in 2015, 2014 and 2013, respectively. For 2016, capital expenditures are estimated as follows:

 

In millions
Normal capital expenditures		$	70				–			$	80
Major Projects
AMBU capacity expansion			40				–				45
SPBU environmental compliance			40				–				45
Total		$	150				–			$	170

Environmental Matters    We are subject to various federal, state and local laws and regulations intended to protect the environment as well as human

 

health and safety. At various times, we have incurred significant costs to comply with these regulations and we could incur additional costs as new regulations are developed or regulatory priorities change.

We have incurred and will incur additional material capital costs to comply with upcoming air quality regulations including the U.S. EPA Best Available Retrofit Technology rule (BART; otherwise known as the Regional Haze Rule) and the Boiler Maximum Achievable Control Technology rule (Boiler MACT). These rules require process modifications and/or upgrades of air pollution controls on boilers at two of our facilities. We have begun converting or replacing five coal-fired boilers to natural gas and upgrading site infrastructure to accommodate the new boilers, including connecting to gas supply. The total cost of these projects is estimated at $85 million to $90 million, of which $33.0 million has been incurred through the end of 2015. The balance of the related spending should be substantially completed in 2016.

We are a defendant in the Fox River environmental matter. Although this matter is the subject of extensive and ongoing litigation, during 2015, we spent $9.7 million for remediation activities, and possibly may spend a similar amount in 2016. For a more complete discussion of this matter, see Item 8 – Financial Statements and Supplementary Data – Note 23.

Employees    As of December 31, 2015, we employed 4,375 people worldwide, of which approximately 75% are unionized. The United Steelworkers International Union and the Office and Professional Employees International Union represents 1,446 hourly employees at our Chillicothe, OH and Spring Grove, PA facilities under labor contracts expiring in August 2016 for Chillicothe and January 2017 for Spring Grove. Hourly employees at each of our international locations are represented by various unions or works councils. We consider the overall relationship with our employees to be satisfactory.

Other Available Information    The Corporate Governance page of our website includes the Company’s Governance Principles, Code of Business Conduct, and biographies of our Board of Directors and Executive Officers. In addition, the website includes charters of the Audit, Compensation, Finance, and Nominating and Corporate Governance Committees of the Board of Directors. The Corporate Governance page also includes the Code of Business Ethics for the CEO and Senior Financial Officers of Glatfelter, our “whistle-blower” policy and other related material. We satisfy the disclosure requirement for any future amendments to, or waivers

from, our Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers by posting such information on our website. We will provide a copy of the Code of Business Conduct or Code of Business Ethics for the CEO and Senior Financial Officers, without charge, to any person who requests one, by contacting Investor Relations at (717) 225-2719, ir@glatfelter.com or by mail to 96 South George Street, Suite 520, York, PA, 17401.

 

ITEM 1A

RISK FACTORS

Our business and financial performance may be adversely affected by a weak global economic environment or downturns in the target markets that we serve.

Adverse global economic conditions could impact our target markets resulting in decreased demand for our products. Our results could be adversely affected if economic conditions weaken or fail to improve. In the event of significant currency weakening in the countries into which our products are sold, demand for or pricing of our products could be adversely impacted. Also, there may be periods during which demand for our products is insufficient to enable us to operate our production facilities in an economical manner. As a result, we may be forced to take machine downtime. The economic environment may also cause customer insolvencies which may result in their inability to satisfy their financial obligations to us. These conditions are beyond our control and may have a significant impact on our sales and results of operations.

Approximately $75 million of our revenue in 2015 was earned from customers located in Ukraine, Russia and members of the Commonwealth of Independent States (also known as “CIS”). Uncertain geo-political and economic conditions in this region and weak currencies have and may continue to cause weak demand for our products as well as volatility in our customers buying patterns.

Approximately 28% of our net sales in 2015 were shipped to customers in Europe, the demand for which is dependent on economic conditions in this area, or to the extent such customers do business outside of Europe, in other regions of the world. Uncertain economic conditions in this region may cause weakness in demand for our products as well as volatility in our customers buying patterns.

 

Foreign currency exchange rate fluctuations could adversely affect our results of operations.

A significant proportion of our revenue is generated from operations outside of the United States. We own and operate manufacturing facilities in Canada, Germany, France, the United Kingdom and the Philippines. A significant portion of our business is transacted in currencies other than the U.S. dollar such as euros, British pound, Canadian dollars or Philippine peso. Our euro denominated revenue exceeds euro expenses by approximately €120 million. With respect to the British pound, Canadian dollar, and Philippine peso, we have greater outflows than inflows of these currencies, although to a lesser degree. As a result, we are exposed to changes in currency exchange rates and such changes could be significant.

Economic weakness, the potential inability of certain European countries to continue to service their sovereign debt obligations, and the related actions of this region’s central banks has caused, and could continue to cause, the value of the euro to weaken. As a result, our operating results could be negatively impacted. In the event that one or more European countries were to replace the euro with another currency, business may be adversely affected until stable exchange rates are established.

Our ability to maintain our products’ price competitiveness is reliant, in part, on the relative strength of the currency in which the product is denominated compared to the currency of the market into which it is sold and the functional currency of our competitors. Changes in the rate of exchange of foreign currencies in relation to the U.S. dollar, and other currencies, may adversely impact our results of operations and our ability to offer products in certain markets at acceptable prices. For example, approximately $75 million of our revenue in 2015 was earned from shipments to customers located in Ukraine, Russia and members of the CIS. Although these sales are denominated in euros, a significant weakening of the customers’ local currencies has and may continue to adversely affect our revenue, our customers’ credit risk and our results of operation.

The cost of raw materials and energy used to manufacture our products could increase and the availability of certain raw materials could become constrained.

We require access to sufficient and reasonably priced quantities of pulpwood, purchased pulps, pulp substitutes, abaca fiber, synthetic fibers, and certain other raw materials.

Our Specialty Papers’ locations are vertically integrated manufacturing facilities that can generate approximately 85% of their annual pulp requirements.

Our Philippine mill purchases abaca fiber to produce abaca pulp, a key material used to manufacture paper for single-serve coffee, tea and technical specialty products at our Gernsbach, Scaër, and Lydney facilities. At certain times, the supply of abaca fiber has been constrained due to factors such as weather-related damage to the source crop as well as decisions by land owners to produce alternative crops in lieu of those used to produce abaca fiber.

Our Advanced Airlaid Materials business unit requires access to sufficient quantities of fluff pulp, the supply of which is subject to availability of certain softwoods. Softwood availability can be limited by many factors, including weather in regions where softwoods are abundant.

The cost of many of our production materials, including petroleum based chemicals and freight charges, are influenced by the cost of oil. In addition, although we are currently converting our boilers to burn natural gas, coal is currently a principal source of fuel for both the Spring Grove and Chillicothe facilities. Natural gas is used as a source of fuel at Chillicothe and our Composite Fibers and Advanced Airlaid Materials business units’ facilities.

Government rules, regulations and policies have an impact on the cost of certain energy sources, particularly for our European operations. We currently benefit from a number of government sponsored programs related to, among others, green energy or renewable energy initiatives designed to mitigate the cost of electricity to larger industrial consumers of power. Any reduction in the extent of government sponsored incentives may adversely affect the cost ultimately borne by our operations.

Although we have contractual cost pass-through arrangements with certain Advanced Airlaid Materials’ customers, we may not be able to fully pass increased raw materials or energy costs on to all customers if the market will not bear the higher price or if existing agreements limit price increases. If price adjustments significantly trail increases in raw materials or energy prices, our operating results could be adversely affected.

 

Our industry is highly competitive and increased competition could reduce our sales and profitability.

Specialty Papers    The primary market for our Specialty Papers business unit is the United States, which has been adversely affected by capacity exceeding the demand for products, increased imports from foreign competitors and by declining uncoated free sheet demand. As a result, the industry has taken steps to reduce capacity. However, slowing demand or increased competition could force us to lower our prices or to offer additional services at a higher cost to us, which could reduce our gross margins and net income. The greater financial resources of certain of our competitors may enable them to commit larger amounts of capital in response to changing market conditions. Certain competitors may also have the ability to develop product or service innovations that could put us at a competitive disadvantage.

There have been periods of supply/demand imbalance in our industry which have caused pulp prices and our products’ selling prices to be volatile. The timing and magnitude of price increases or decreases in these markets have generally varied by region and by product type. A sustained period of weak demand or excess supply would likely adversely affect pulp prices and our products’ selling prices. This could have a material adverse effect on our operating and financial results.

Some of the other factors that may adversely affect our ability to compete in Specialty Papers markets in which we participate include:

 

•

the entry of new competitors into the markets we serve;

 

•

the prevalence of imported product, particularly uncoated free sheet, into the U.S.;

 

•

the willingness of commodity-based producers to enter our markets when they are unable to compete or when demand softens in their traditional markets;

 

•

the aggressiveness of our competitors’ pricing strategies, which could force us to decrease prices in order to maintain market share;

 

•

our failure to anticipate and respond to changing customer preferences;

 

•

the impact of electronic-based substitutes for certain of our products such as carbonless and forms, book publishing, and envelope papers;

•

the impact of replacement or disruptive technologies;

 

•

changes in end-user preferences;

 

•

our inability to develop new, improved or enhanced products;

 

•

our inability to maintain the cost efficiency of our facilities; and

 

•

the cost of regulatory environmental compliance requirements.

Composite Fibers and Advanced Airlaid Materials    The global markets in which we compete, although growing, are not as large as the markets for Specialty Papers. As a result, our ability to compete is more sensitive to and may be adversely impacted by the following:

 

•

the entry of new competitors into the markets we serve;

 

•

the aggressiveness of our competitors’ pricing strategies, which could force us to decrease prices in order to maintain market share;

 

•

our failure to anticipate and respond to changing customer preferences; and

 

•

technological advances or changes that impact production of our products.

The impact of any significant changes may result in our inability to effectively compete in the markets in which we operate, and as a result our sales and operating results would be adversely affected.

We may not be able to develop new products acceptable to our existing or potential customers.

Our business strategy is market focused and includes investments in developing new products to meet the changing needs of our customers or serve new customers and to maintain our market share. Our success will depend, in part, on our ability to develop and introduce new and enhanced products that keep pace with introductions by our competitors and changing customer preferences. If we fail to anticipate or respond adequately to these factors, we may lose opportunities for business with both current and potential customers. The success of our new product offerings will depend on several factors, including our ability to:

 

•

anticipate and properly identify our customers’ needs and industry trends;

 

•

develop and commercialize new products and applications in a timely manner;

 

•

price our products competitively;

 

•

differentiate our products from our competitors’ products; and

 

•

invest efficiently in research and development activities.

Our inability to develop new products or new business opportunities could adversely impact our business and ultimately harm our profitability.

We are subject to substantial costs and potential liability for environmental matters.

We are subject to various environmental laws and regulations that govern our operations, including discharges into the environment, and the handling and disposal of hazardous substances and wastes. We are also subject to laws and regulations that impose liability and clean-up responsibility for releases of hazardous substances into the environment. To comply with environmental laws and regulations, we have incurred, and will continue to incur, substantial capital and operating expenditures. The Clean Air Act, and similar regulations, will impose significant compliance costs or require significant capital expenditures. Compliance with the Clean Air Act will require process modifications and/or installation of air pollution controls on boilers at two of our facilities, as well as connecting to gas pipelines. Because of the complexities of this initiative, our inability to successfully complete all aspects of the project could adversely impact the expenditures required or our results of operations.

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. Because environmental regulations are not consistent worldwide, our ability to compete globally may be adversely affected by capital and operating expenditures required for environmental compliance. In addition, we may incur obligations to remove or mitigate any adverse effects on the environment, such as air and water quality, resulting from mills we operate or have operated. Potential obligations include compensation for the restoration of natural resources, personal injury and property damages. See Item 1 – Environmental Matters for an additional discussion of expected costs to comply with environmental regulations.

We have exposure to potential liability for remediation and other costs related to the presence of polychlorinated biphenyls (PCBs) in the lower Fox River on which our former Neenah, Wisconsin mill was located. During 2015, we incurred $9.7 million for remediation activities in the downstream portion of the river and it is possible we may incur a similar amount in 2016. While we believe this to be a reasonable estimation of our current exposure, there can be no assurance that we will not be required to provide significant contributions to fund remediation efforts in the near term and/or ultimately pay material amounts to resolve our liability in the Fox River matter. We have financial reserves for environmental matters, including the Fox River site, but we cannot be certain that those 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.

Our environmental issues are complex and should be reviewed in the context set forth in more detail in Item 8 – Financial Statements and Supplementary Data – Note 23.

The Advanced Airlaid Materials business unit generates a substantial portion of its revenue from one customer serving the hygiene products market, the loss of which could have a material adverse effect on our results of operations.

The majority of Advanced Airlaid Materials’ net sales of hygiene products are from one customer. In addition, sales to the feminine hygiene market accounted for 74% of Advanced Airlaid Materials’ net sales in 2015 and sales are concentrated within a small group of large customers. The loss of the large customer or a decline in sales of hygiene products could have a material adverse effect on this business’s operating results. Our ability to effectively compete could be affected by technological production alternatives which could provide substitute products into this market segment. Customers in the airlaid nonwoven fabric material market, including the hygiene market, may also switch to less expensive products, change preferences or otherwise reduce demand for Advanced Airlaid Material’s products, thus reducing the size of the markets in which it currently sells its products. Any of the foregoing could have a material adverse effect on our financial performance and business prospects.

 

Our operations may be impaired and we may be exposed to potential losses and liability as a result of natural disasters, acts of terrorism or sabotage or similar events.

If we have a catastrophic loss or unforeseen operational problem at any of our facilities, we could suffer significant lost production which could impair our ability to satisfy customer demands.

Natural disasters, such as earthquakes, hurricanes, typhoons, flooding or fire, and acts of terrorism or sabotage affecting our operating activities and major facilities could materially and adversely affect our operations, operating results and financial condition.

In addition, we own and maintain two dams in York County, Pennsylvania, that were built to ensure a steady supply of water for the operation of our facility in Spring Grove which is a primary manufacturing location for our envelope papers and engineered products. Each of these dams is classified as “high hazard” by the Commonwealth of Pennsylvania because they are located in close proximity to inhabited areas. Any sudden failure of a dam, including as a result of natural disaster or act of terrorism or sabotage, would endanger occupants and residential, commercial and industrial structures, for which we could be liable. The failure of a dam could also be extremely disruptive and result in damage to, or the shutdown of, our Spring Grove mill. Any losses or liabilities incurred due to the failure of one of our dams may not be fully covered by or may substantially exceed the limits of our insurance policies and could materially and adversely affect our operating results and financial condition.

In addition, many of our papermaking operations require a reliable and abundant supply of water. Such mills rely on a local water body or water source for their water needs and, therefore, are particularly impacted by drought conditions or other natural or manmade interruptions to water supplies. At various times and for differing periods, each of our mills has had to modify operations due to water shortages, water clarity, or low flow conditions in its principal water supplies. Any interruption or curtailment of operations at any of our paper mills due to drought or low flow conditions at the principal water source or another cause could materially and adversely affect our operating results and financial condition.

Our pulp mill in Lanao del Norte on the Island of Mindanao in the Republic of the Philippines is located along the Pacific Rim, one of the world’s hazard belts. By virtue of its geographic location, this mill is subject to similar types of natural disasters discussed above, cyclones,

typhoons, and volcanic activity. Moreover, the area of Lanao del Norte has been a target of suspected terrorist activities. Our pulp mill in Mindanao is located in a rural portion of the island and is susceptible to attacks or power interruptions. The Mindanao mill supplies the abaca pulp used by our Composite Fibers business unit to manufacture our paper for single serve coffee and tea products and certain technical specialties products. Any interruption, loss or extended curtailment of operations at our Mindanao mill could affect our ability to meet customer demands for our products and materially affect our operating results and financial condition.

We have operations in a potentially politically and economically unstable location.

Our pulp mill in the Philippines is located in a region that is unstable and subject to political unrest. As discussed above, our Philippine pulp mill produces abaca pulp, a significant raw material used by our Composite Fibers business unit, and is currently our main provider of abaca pulp. There are limited suitable alternative sources of readily available abaca pulp in the world. In the event of a disruption in supply from our Philippine mill, there is no guarantee that we could obtain adequate amounts of abaca pulp, if at all, from alternative sources at a reasonable price. Further, there is no assurance the performance of such alternative materials will be satisfy customer performance requirements. As a consequence, any civil disturbance, unrest, political instability or other event that causes a disruption in supply could limit the availability of abaca pulp and would increase our cost of obtaining abaca pulp. Such occurrences could adversely impact our sales volumes, revenues and operating results.

Our international operations pose certain risks that may adversely impact sales and earnings.

We have significant operations and assets located in Canada, Germany, France, the United Kingdom, and the Philippines. Our international sales and operations are subject to a number of unique risks, in addition to the risks in our domestic sales and operations, including differing protections of intellectual property, trade barriers, labor unrest, exchange controls, regional economic uncertainty, differing (and possibly more stringent) labor regulation, risk of governmental expropriation, domestic and foreign customs and tariffs, differing regulatory environments, difficulty in managing widespread operations and political instability. These factors may adversely affect our future profits. Also, in some foreign jurisdictions, we may be

 

subject to laws limiting the right and ability of entities organized or operating therein to pay dividends or remit earnings to affiliated companies unless specified conditions are met. Any such limitations would restrict our flexibility in using funds generated in those jurisdictions.

We are subject to cyber-security risks related to unauthorized or malicious access to sensitive customer, vendor, company or employee information as well as to the technology that supports our operations and other business processes.

Our business operations rely upon secure systems for mill operations, and data capture, processing, storage and reporting. Although we maintain appropriate data security and controls, our information technology systems, and those of our third party providers, could become subject to cyber attacks. Systems such as ours are inherently exposed to cyber-security risks and potential attacks. The result of such attacks could result in a breach of data security and controls. Such a breach of our network, systems, applications or data could result in operational disruptions or damage or information misappropriation including, but not limited to, interruption to systems availability, denial of access to and misuse of applications required by our customers to conduct business with us, denial of access to the applications we use to plan our operations, procure materials, manufacture and ship products and account for orders, theft of intellectual knowhow and trade secrets, and inappropriate disclosure of confidential company, employee, customer or vendor information, could stem from such incidents.

Any of these operational disruptions and/or misappropriation of information could adversely affect our results of operations, create negative publicity and could have a material effect on our business.

We operate in and are subject to taxation from numerous U.S. and foreign jurisdictions.

The multinational nature of our business subjects us to taxation in the U.S and numerous foreign jurisdictions. Due to economic and political conditions, tax rates in various jurisdictions may be subject to significant change. Our effective tax rates could be affected by changes in tax laws or their interpretation or changes in the mix of earnings in jurisdictions with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities. For example, the European Commission has

opened formal investigations to examine whether decisions by the tax authorities in certain European countries comply with European Union rules on state aid. The outcome of the European Commission’s investigations could require changes to existing tax rulings that, in turn, could have an impact on our income taxes and results of operations.

In the event any of the above risk factors impact our business in a material way or in combination during the same period, we may be unable to generate sufficient cash flow to simultaneously fund our operations, finance capital expenditures, satisfy obligations and make dividend payments on our common stock.

In addition to debt service obligations, our business is capital intensive and requires significant expenditures to support growth strategies, research and development initiatives, environmental compliance, and for normal upgrades or replacements. During 2016, we expect our use of cash for capital expenditures, strategic investments and environmental compliance projects will exceed cash generated from operations. We expect to meet all of our near and long-term cash needs from a combination of operating cash flow, cash and cash equivalents, our existing credit facility and other long-term debt. If we are unable to generate sufficient cash flow from these sources, we could be unable to meet our near and long-term cash needs or make dividend payments.

 

ITEM 1B

UNRESOLVED STAFF COMMENTS

None.

 

ITEM 2

PROPERTIES

We own substantially all of the land and buildings comprising our manufacturing facilities located in Pennsylvania; Ohio; Canada; the United Kingdom; Germany; France; and the Philippines; as well as substantially all of the equipment used in our manufacturing and related operations. Certain of our operations are under lease arrangements including our metallized paper production facility located in Caerphilly, Wales, office and warehouse space in Moscow, Russia, Souzou, China and our corporate offices in York, Pennsylvania. All of our properties, other than those that are leased, are free from any material liens or encumbrances. We consider all of our buildings to be in good structural condition and well maintained and our properties to be suitable and adequate for present operations.

 

ITEM 3

LEGAL PROCEEDINGS

We are involved in various lawsuits that we consider to be ordinary and incidental to our business. The ultimate outcome of these lawsuits cannot be predicted with certainty; however, except with respect to the Fox River matter referred to below, we do not expect such lawsuits, individually or in the aggregate, will have a material adverse effect on our consolidated financial position, liquidity or results of operations.

We are one of several defendants in a significant environmental matter relating to contamination in the Fox River and Bay of Green Bay in Wisconsin. For a discussion this matter, see Item 8 – Financial Statements and Supplementary Data – Note 23.

EXECUTIVE OFFICERS

The following table sets forth certain information with respect to our executive officers and senior management as of February 26, 2016.

 

Name		Age				Office with the Company
Dante C. Parrini			51			Chairman and Chief Executive Officer
John P. Jacunski			50			Executive Vice President and Chief Financial Officer
Christopher W. Astley			43			Senior Vice President & Business Unit President, Advanced Airlaid Materials
Brian E. Janki			43			Senior Vice President & Business Unit President, Specialty Papers
Martin Rapp			56			Senior Vice President & Business Unit President, Composite Fibers
William T. Yanavitch II			55			Senior Vice President, Human Resources and Administration
David C. Elder			47			Vice President, Finance
Kent K. Matsumoto			56			Vice President, General Counsel and Corporate Secretary
Mark A. Sullivan			60			Vice President

Officers are elected to serve at the pleasure of the Board of Directors. Except in the case of officers elected to fill a new position or a vacancy occurring at some other date, officers are generally elected at the organizational meeting of the Board of Directors held immediately after the annual meeting of shareholders.

Dante C. Parrini became Chief Executive Officer effective January 1, 2011 and Chairman of the Board in May 2011. Prior to this, he was Executive Vice President and Chief Operating Officer, a position he held since February 2005. Mr. Parrini joined us in 1997 and has previously served as Senior Vice President and General Manager, a position he held beginning in January 2003

and prior to that as Vice President responsible for Sales and Marketing.

John P. Jacunski was promoted to Executive Vice President and Chief Financial Officer in February 2014. He joined us in October 2003 and served as Vice President and Corporate Controller. In July 2006 he was promoted to Senior Vice President and Chief Financial Officer. Mr. Jacunski was previously Vice President and Chief Financial Officer at WCI Steel, Inc. from June 1999 to October 2003. Prior to joining WCI, Mr. Jacunski was with KPMG, an international accounting and consulting firm, where he served in various capacities.

Christopher W. Astley was named Senior Vice President & Business Unit President, Advanced Airlaid Materials in January 2015. He joined us in August 2010 as Vice President, Corporate Strategy and was promoted to Senior Vice President in February 2014. Prior to joining us, he was an entrepreneur leading a privately held business from 2004 until 2010. Prior to that Mr. Astley held positions with Accenture, a global management consulting firm, and The Coca-Cola Company.

Brian E. Janki serves as Senior Vice President & Business Unit President, Specialty Papers. Prior to joining us in August 2013 Mr. Janki was employed by Greif as their Vice President & General Manager, Rigid Industrial Packaging & Services. During his twelve years with Greif, Mr. Janki held leadership positions including profit/loss responsibilities for two business units, global responsibility for supply chain and sourcing, and transformational assignments including global oversight of the implementation of the Greif Business System.

Martin Rapp serves as Senior Vice President & Business Unit President, Composite Fibers. Mr. Rapp joined us in August 2006 and has lead the Composite Fibers business unit since that time. Prior to this, he was Vice President and General Manager of Avery Dennison’s Roll Materials Business in Central and Eastern Europe since August 2002.

William T. Yanavitch II was promoted to Senior Vice President Human Resources and Administration in February 2014. Since joining us in July 2000, he has served as Vice President, Human Resources. Prior to joining us he worked for Dentsply International and Gould Pumps Inc. in various leadership capacities.

David C. Elder was named Vice President, Finance in December 2011 and continues as our chief accounting officer. Prior to his promotion, he was our Vice President, Corporate Controller, a position held since joining

 

Glatfelter in January 2006. Mr. Elder was previously Corporate Controller for YORK International Corporation.

Kent K. Matsumoto was appointed Vice President, General Counsel and Corporate Secretary in October 2013. Mr. Matsumoto joined us in June 2012 as Assistant General Counsel and also served as interim General Counsel from March 2013 to October 2013. From July 2008 until February 2012, he was Associate General Counsel for Wolters Kluwer.

Mark A. Sullivan serves as a Vice President. Previously, he was Vice President, Global Supply Chain and Information Technology since his promotion in November 2012. Mr. Sullivan joined us in December 2003 as Chief Procurement Officer and he was appointed Vice President, Global Supply Chain in February 2005.

 

ITEM 4

MINE SAFETY DISCLOSURES

Not Applicable

PART II

 

ITEM 5

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

STOCK PERFORMANCE GRAPH

The following graph compares the cumulative 5-year total return of our common stock with the cumulative total returns of both a peer group and a broad market index. We compare our stock performance to the S&P Small Cap 600 Paper Products index comprised of us, Clearwater Paper Corp., Kapstone Paper & Packaging Corp., Neenah Paper Inc., Schweitzer-Mauduit International and Wausau Paper Corp. In addition, the chart includes a comparison to the Russell 2000, which we believe is an appropriate benchmark index for stocks such as ours. The following graph assumes that the value of the investment in our common stock, in each index, and in the peer group

(including reinvestment of dividends) was $100 on December 31, 2010 and charts it through December 31, 2015.

 

 

Common Stock Prices and Dividends Declared Information

The following table shows the high and low prices of our common stock traded on the New York Stock Exchange under the symbol “GLT” and the dividend declared per share for each quarter during the past two years:

 

Quarter		High				Low				Dividend
2015
Fourth		$	20.09			$	16.28			$	0.12
Third			22.47				16.56				0.12
Second			27.40				21.81				0.12
First			27.58				22.18				0.12
2014
Fourth		$	27.18			$	21.38			$	0.11
Third			27.19				21.94				0.11
Second			27.54				24.07				0.11
First			32.00				26.52				0.11

As of February 24, 2016, we had 1,064 shareholders of record.

 

ITEM 7

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements    This Annual Report on Form 10-K includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding industry prospects and future consolidated financial position or results of operations, made in this Report on Form 10-K are forward looking. We use words such as “anticipates”, “believes”, “expects”, “future”, “intends” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from such expectations. The following discussion includes forward-looking statements regarding expectations of, among others, non-cash pension expense, environmental costs, capital expenditures and liquidity, all of which are inherently difficult to predict. Although we make such statements based on assumptions that we believe to be reasonable, there can be no assurance that actual results will not differ materially from our expectations. Accordingly, we identify the following important factors, among others, which could cause our results to differ from any results that might be projected, forecasted or estimated in any such forward-looking statements:

 

i.	variations in demand for our products including the impact of unplanned market-related downtime, variations in product pricing, or product substitution;

 

ii.	the impact of competition, both domestic and international, changes in industry production capacity, including the construction of new mills or new machines, the closing of mills and incremental changes due to capital expenditures or productivity increases;

 

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

 

iv.	geopolitical events, including the impact of conflicts such as Russia and Ukraine;

 

v.	our ability to develop new, high value-added products;

 

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

 

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

viii.

the impact of unplanned production interruption;

 

ix.	disruptions in production and/or increased costs due to labor disputes;

 

x.	the impact of exposure to volatile market-based pricing for sales of excess electricity;

 

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

 

xii.

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

 

xiii.

adverse results in litigation in the Fox River matter;

 

xiv.	the impact of war and terrorism;

 

xv.	the impact of unfavorable outcomes of audits by various state, federal or international tax authorities;

 

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

 

xvii.

our ability to finance, consummate and integrate acquisitions.

Introduction    We manufacture a wide array of specialty papers and fiber-based engineered materials and we manage our company along three business units:

 

•

Composite Fibers with revenue from the sale of single-serve tea and coffee filtration papers, nonwoven wall covering materials, metallized papers, composite laminates papers, and many technically special papers including substrates for electrical applications;

 

•

Advanced Airlaid Materials with revenue from the sale of airlaid nonwoven fabric-like materials used in feminine hygiene and adult incontinence products, wipes, and other airlaid applications; and

 

•

Specialty Papers with revenue from the sale of papers for carbonless and other forms, envelopes, book publishing, and engineered products such as papers for high-speed ink jet printing, office specialty products, greeting cards, packaging, casting, release, transfer, playing card, postal, FDA-compliant food and beverage applications, and other niche specialty applications.

 

RESULTS OF OPERATIONS

2015 versus 2014

Overview    Net income for 2015 was $64.6 million, or $1.47 per diluted share, compared with $69.2 million, or $1.57 per diluted share, in 2014. On an adjusted earnings basis, a non-GAAP measure that excludes non-core business items discussed below, earnings per share were $1.34 compared with $1.55 in 2014. The year-over-year comparison of results of operations reflects the adverse impact of i) the stronger U.S. dollar on our euro-denominated businesses; ii) weaker demand and pricing for nonwoven wallcover products primarily due to economic conditions in Russia and Ukraine; iii) pricing pressures in our Specialty Papers business; and iv) weaker demand for certain Advanced Airlaid Materials’ products in the first half of 2015.

During 2015, we implemented cost reduction and continuous improvement initiatives that generated $31 million of savings. Our workforce was reduced by 3.1%.

We generated $133.7 million of cash flow from operations compared with $99.6 million in 2014. We also returned additional cash to our shareholders in the form of a 9% increase in the quarterly dividend beginning with the 2015 first quarter dividend payment. This was the third consecutive year in which the dividend was increased.

We also announced a plan to invest $80 million to build a new production facility in the United States in the Advanced Airlaid Materials business (“AMBU”). Our plan to build this new facility is in direct response to customer needs for increased capacity in a tightening North American airlaid market.

On October 1, 2014, we completed the acquisition of Spezialpapierfabrik Oberschmitten GmbH (“SPO”) for $8.0 million in cash. SPO’s results are reported as part of the Composite Fibers business unit prospectively from the acquisition date. It primarily produces highly technical papers for use in a wide range of capacitors used in consumer and industrial products; insulation papers for cables and transformers; and materials for industrial power inverters, electromagnetic current filters and electric rail traction.

The following table sets forth summarized results of operations:

 

		Year ended December 31
In thousands, except per share			2015				2014
Net sales		$	1,661,084			$	1,802,415
Gross profit			202,965				235,154
Operating income			96,372				106,780
Net income			64,575				69,246
Earnings per diluted share			1.47				1.57

Consolidated net sales for year ended December 31, 2015 were $1,661.1 million compared with $1,802.4 million for 2014. On a constant currency basis, net sales declined $40.3 million, or 2.2 percent. Shipping volumes declined less than one percent.

In addition to the results reported in accordance with GAAP, we evaluate our performance using adjusted net income and adjusted earnings per diluted share. We disclose this information so that investors can evaluate our performance exclusive of certain unique or unusual items that impact the comparability of results from period to period as it allows them to understand underlying operating trends and cash flow generation.

Adjusted earnings per diluted share is calculated by dividing adjusted net income by diluted weighted-average shares outstanding. Adjusted earnings and adjusted earnings per diluted share are considered measures not calculated in accordance with GAAP, and therefore are non-GAAP measures. These non-GAAP measures may differ from other companies. The non-GAAP financial information should not be considered in isolation from, or as a substitute for, measures of financial performance prepared in accordance with GAAP. The following table sets for the reconciliation of net income to adjusted earnings for the years ended December 31, 2015 and 2014:

 

In thousands, except per share			After-tax amounts				Diluted EPS
2015
Net income		$	64,575			$	1.47
Timberland sales and related costs			(14,652	)			(0.33	)
Fox River environmental matter			6,222				0.14
Workforce efficiency charges			1,768				0.04
Asset impairment charge			857				0.02
Acquisition and integration related costs			126				–
AMBU capacity expansion costs			30				–
Adjusted earnings (non-GAAP)		$	58,926			$	1.34
2014
Net income		$	69,246			$	1.57
Timberland sales and related costs			(2,995	)			(0.07	)
Workforce efficiency charges			373				0.01
Asset impairment charge			2,356				0.05
Acquisition and integration related costs			603				0.01
Alternative fuel mixture/Cellulosic biofuel credits			(1,115	)			(0.03	)
Adjusted earnings (non-GAAP)		$	68,468			$	1.55

 

The sum of individual per share amounts set forth above may not agree to adjusted earnings per share due to rounding.

Adjusted net income consists of net income determined in accordance with GAAP adjusted to exclude the impact of the following:

Timberland sales and related costs. These adjustments exclude gains from the sales of timberlands as these items are not considered to be part of our core business, ongoing results of operations or cash flows. These adjustments are irregular in timing and amount and may significantly impact our operating performance. As such, these items may not be indicative of past or future performance of the Company and therefore are excluded for comparability purposes.

Fox River environmental matter. This adjustment reflects a charge incurred to increase our reserve for estimated costs to remediate environmental contamination at the Fox River site. These costs are irregular in timing and as such may not be indicative of our past or future performance.

Workforce efficiency charges. These adjustments include costs that are directly related to

actions undertaken to reduce costs and improve operating efficiencies. Such costs were specifically incurred as part of our initiative to reduce global headcount as part of a more broad based cost reduction program announced at the end of 2014.

Asset impairment charges. This adjustment represents a non-cash charge required to adjust to its estimated fair value the carrying value of a trade name intangible asset. Charges of this nature are irregular in timing and as such may not be indicative of our past and future performance.

Acquisition and integration related costs. These adjustments include costs directly related to the consummation of the acquisition process and those related to integrating recently acquired businesses. These costs are irregular in timing and as such may not be indicative of our past or future performance.

Alternative fuel mixture/Cellulosic biofuel credits. These adjustments reflect the release of reserves for uncertain tax position due to the lapse of statutes of limitation.

AMBU capacity expansion costs. These adjustments reflect costs incurred directly related to the start-up of a new production facility for AMBU.