P. H. Glatfelter Company

Transcription

1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 30, 2013 P. H. Glatfelter Company (Exact name of registrant as specified in its charter) Pennsylvania (State or other jurisdiction of incorporation) (Commission File Number) 96 S. George Street, Suite 520, York, Pennsylvania (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: Not Applicable Former name or former address, if changed since last report (I.R.S. Employer Identification No.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

2 EXPLANATORY NOTE On May 1, 2013, P. H. Glatfelter Company filed a Current Report on Form 8-K to report that, pursuant to a Share Purchase Agreement dated March 13, 2013, it, together with its wholly-owned subsidiary Glatfelter Gernsbach GmbH & Co. KG, had completed the acquisition of Dresden Papier GmbH, Dresden ( Dresden ) effective April 30, This Current Report on Form 8-K/A is being filed to provide the financial statements of Dresden and the pro forma financial information described under Item 9.01 below. Item 9.01 Financial Statements and Exhibits. (a) Financial statements of business acquired. The audited financial statements of Dresden as of and for the year ended December 31, 2012 are filed herewith as Exhibit 99.1 and are incorporated in their entirety herein by reference. (b) (d) Pro forma financial information. The required unaudited pro forma financial information as of and for the year ended December 31, 2012 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference. Exhibits The following exhibits are filed herewith; 23.1 Consent of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, filed herewith Audited financial statements of Dresden as of and for the year ended December 31, Unaudited pro forma financial information as of and for the year ended December 31, 2012.

3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. P. H. Glatfelter Company July 16, 2013 By: /s/ David C. Elder Name: David C. Elder Title: Vice President, Finance

4 Exhibit 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No , , , , , , ) of P. H. Glatfelter Company of our report dated July 12, 2013 relating to the financial statements of Dresden Papier GmbH, which appears in this Current Report on Form 8-K/A of P. H. Glatfelter Company dated April 30, Berlin, July 12, 2013 PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft /s/ Angelika Kraus /s/ pp. Katharina Woythe Wirtschaftsprüferin Wirtschaftsprüferin

5 Exhibit 99.1 NOTE: The financial statements set forth in this Exhibit 99.1 have been prepared in accordance with accounting principles generally accepted in Germany. Annual Financial Statements for the Financial Year From January 1 through December 31, 2012

6 Independent Auditor s Report To Dresden Papier GmbH, Dresden/Germany: We have audited the accompanying financial statements of Dresden Papier GmbH, which comprise the balance sheet as of December 31, 2012, and the related statements of income and cash flows for the year then ended, and the related notes to the financial statements. Management s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with the requirements of German Commercial Law (HGB); this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Dresden Papier GmbH as of December 31, 2012, and the results of its operations and its cash flows for the year then ended in accordance with the requirements of German Commercial Law (HGB). Other Matter The accompanying balance sheet of Dresden Papier GmbH, as of December 31, 2011, and the related statements of income and cash flows for the year then ended, and the related notes to these financial statements were not audited, reviewed, or compiled by us and, accordingly, we do not express an opinion or any other form of assurance on them. Berlin, July 12, 2013 PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft /s/ Angelika Kraus /s/ pp. Katharina Woythe Wirtschaftsprüferin Wirtschaftsprüferin (German Public Auditor) (German Public Auditor)

7 Dresden Papier GmbH, Dresden Assets 12/31/ /31/2012 unaudited A. Non current assets I. Intangible assets Software 63, , II. Tangible assets 1. Land and buildings 4,144, ,063, Technical equipment and machinery 16,637, ,523, Other equipment, factory and office equipment 692, , Prepayments and construction in process 918, , ,394, ,370, ,457, ,489, B. Current assets I. Inventories 1. Raw materials and supplies 8,100, ,890, Finished goods and merchandise 4,444, ,186, ,545, ,077, II. Receivables and other assets 1. Trade receivables 2,054, ,548, Receivables from affiliated companies 29,532, ,462, Other assets 1,680, ,613, ,267, ,624, III. Cash on hand, bank balances 10,446, ,405, ,259, ,106, C. Prepaid expenses and deferred charges 264, , ,981, ,763,861.09

8 Dresden Papier GmbH, Dresden Shareholders equity and liabilities 12/31/ /31/2012 unaudited A. Shareholders equity I. Subscribed capital 500, , II. Unappropriated retained earnings brought forward 463, III. Net income for the year 13,091, IV. Unappropriated retained earnings 14,685, ,185, ,055, B. Special account for investment grants and subsidies 2,232, ,002, C. Provisions 1. Tax provisions 2,380, ,685, Other provisions 6,474, ,172, ,855, ,858, D. Liabilities 1. Bank loans and overdrafts 22,596, ,232, Trade payables 4,466, ,919, Payables to affiliated companies 24,000, ,461, Other liabilities (of which taxes: 1,179,832; 12/31/2011: 857,199) (of which social security payables: 8,925; 12/31/2011: 5,681) 1,646, ,235, ,708, ,848, ,981, ,763,861.09

9 Dresden Papier GmbH, Dresden Income Statement for the Period from January 1 through December 31, unaudited 1. Sales 116,449, ,019, Increase in finished goods 709, , Other operating income 2,547, ,849, ,705, ,157, Cost of materials a) Cost of raw materials and supplies and of purchased merchandise 74,131, ,853, b) Cost of purchased services 781, ,360, ,912, ,213, Personnel expenses a) Wages and salaries 6,632, ,333, b) Social security and pension benefits 1,222, ,151, (of which relating to pensions: 2,022; 2011: 1,982) 7,855, ,484, Amortization and depreciation of fixed intangible and tangible assets 2,958, ,445, Other operating expenses 9,666, ,463, Other interest and similar income 1,363, ,723, (of which from affiliated companies: 1,341,412; 2011: 1,687,833) 9. Interest and similar expenses (of which to affiliated companies: 1,076,025; 2011: 1,177,727) 2,390, ,953, Profit on ordinary activities 23,285, ,320, Taxes on income 7,070, ,976, Other taxes 83, , Net income for the year 16,130, ,091, Advance distribution 1,444, Unappropriated retained earnings 14,685,926.64

10 Dresden Papier GmbH Statements of Cash Flows for the period January 1, 2012 through December 31, unaudited Net income 16,130, ,091, Depreciation and amortization 2,958, ,445, Increase/decrease of accruals 996, (113,030.81) Loss (gains) on dispositions of plant and equipment (16,832.60) Other income not effecting cash flows (304,159.00) (370,071.00) Increase/decrease of inventory, trade receivables and other assets not allocated to investing or financing activities 3,145, ,275, Increase/decrease of trade liabilities or other liabilities not allocated to investing or financing activities 1,496, (1,159,162.50) Cash Flow provided by operations 24,406, ,171, Proceeds from disposal of plant and equipment 67, Expenditures for purchases of property and equipment (3,977,766.76) (7,836,676.98) Proceeds from investment grants 534, , Proceeds from loans to affiliated companies 647, ,206, Disbursements for investments in financial assets 0.00 (11,513,383.00) Cash Flow used by investing activities (2,729,251.30) (16,602,333.48) Proceeds from bank loans and other loans 25,000, ,013, Disbursements for repayments of loans (28,635,826.76) (10,848,925.32) Payment of dividends (15,000,000.00) (12,500,000.00) Cash Flow (used) provided by financing activities (18,635,826.76) 664, Net increase in cash and cash equivalents 3,041, , Cash and cash equivalents at the beginning of period 7,405, ,172, Cash and cash equivalents at the end of period 10,446, ,405, Interest paid 2,595, ,390, Interest received 1,723, ,363, Income tax paid 5,749, ,057,481.96

11 Dresden Papier GmbH, Dresden Notes to the Financial Statements for the Financial Year from January 1 through December 31, 2012 I. General Information The annual financial statements for the period from January 1 through December 31, 2012 have been prepared in accordance with the provisions applicable to corporations of the German Commercial Code [Handelsgesetzbuch HGB] and the regulations set out in the Law relating to Limited Liability Companies [Gesetz betreffend die Gesellschaften mit beschränkter Haftung GmbHG]. The Company is a large corporation within the meaning of Section 267 (3) and (4) HGB. The income statement has been classified according to the type-of-expenditure format pursuant to Section 275 (2) HGB. II. Valuation Methods In detail, the following accounting and valuation methods are applied: Assets and liabilities are in general valued separately. Intangible assets acquired for a monetary consideration are measured at acquisition cost less scheduled amortization and impairment. Acquisition cost also comprises the ancillary costs of acquisition that are individually attributable and subsequent acquisition costs. Purchase price reductions are deducted from acquisition cost. Fixed assets are stated at depreciated acquisition or production cost. Depreciation is charged in accordance with the expected useful lives. Low-value asset items with individual acquisition costs of more than 150 and up to 1,000 are combined in collective items (without taking account of the actual wear and tear and without considering whether the assets remain with the company or not) and depreciated over a period of five years. The inventories of raw materials and supplies are capitalized at average acquisition prices. Finished goods are measured at production costs, which comprise directly attributable material costs, manufacturing wages and special direct costs as well as manufacturing and material overheads and depreciation. Merchandise is accounted for at average acquisition costs. The lower-ofcost-or-market principle has been considered in the valuation of inventories. Emission allowances acquired for a monetary consideration are classified as merchandise. They have been stated at acquisition cost and, if required, written down to their fair value. Receivables and other assets are generally recognized at their nominal values. All items subject to risk have been accounted for by setting up adequate individual valuation allowances; the general credit risk of default has been covered by a 1% allowance on all uninsured receivables not themselves subject to individual valuation allowances.

12 Payments made prior to the balance sheet date to the extent they represent expenditure for a certain period after that date are recorded as prepaid expenses and deferred charges. The subscribed capital is reported at nominal value. Provisions cover all contingent liabilities, anticipated losses from pending transactions as well as tax provisions. They are recognized at the amounts deemed necessary according to reasonable commercial judgment. Provisions with a residual term of more than one year are principally discounted using the market interest rate of the previous seven financial years corresponding to the residual term of the provisions. The provision for anniversary obligations is measured using a discount rate of 5.05% p.a. and on the basis of the 2005 G Life Expectancy Tables by Prof. Dr. Klaus Heubeck using actuarial principles. Liabilities are recognized at the amounts repayable. Transactions denominated in foreign currencies (always of a short-term nature) are principally recognized using the historical rate applicable at the time at which the transaction was initially recognized and are valued at the average exchange rate as of the balance sheet date. Deferred taxes are recognized in relation to the differences between the carrying amounts shown in the commercial balance sheet and the tax balance sheet if such differences will probably be reversed in subsequent financial years. Deferred tax assets and deferred tax liabilities are shown as netted figures. If the netting results in a net deferred tax asset as of the balance sheet date, the capitalization option for deferred tax assets set out in Section 274 (1) Clause 2 HGB is not utilized. The deferred taxes are calculated using an effective tax rate of 30.7% (15.825% for the corporate income tax including solidarity surcharge and % for the trade tax). The tax rate for trade tax is based on the average trade tax assessment multiplier of 425%. III. Comments on the Balance Sheet 1. Fixed assets Fixed assets taken over as of August 1, 2006 are depreciated using the straight-line method. Additions made during the period from August 1, 2006 to December 31, 2008 are depreciated on a straight-line basis. Moveable technical fixed assets acquired after January 1, 2009 up to and including December 31, 2009 were depreciated using the declining-balance method pursuant to Section 7 (2) EStG [German Income Tax Act] until December 31, Since January 1, 2010 moveable technical fixed assets have been depreciated equally using the straight-line method. The composition and development of the individual items of fixed assets are shown in the fixed-asset movement schedule contained in the Annex to the Notes.

13 2. Receivables and other assets As was the case in the prior year, all trade receivables and other assets have a residual term of less than one year, except for loan claims on shareholders as set out below. Receivables from affiliated companies solely refer to shareholders and are the result of a loan contract with a term until June 30, Other assets mainly result from tax refund claims regarding value-added tax in the amount of T 662 (thereof T 70 have legally not occurred yet) and mineral oil and electricity tax in the amount of T 849. The credit balances for bonus reserves held with the factoring company which are disclosed under cash and cash equivalents (T 5,100) are restricted and are released for the purpose of paying bonuses and discounts in January The determination of deferred taxes from temporary differences between the commercial balance sheet and the tax balance sheet resulted a net deferred tax asset in the amount of T 41 as of the balance sheet date. The Company does not make use of the capitalization option set out in Section 274 (1) Clause 2 HGB, which means that the net deferred tax asset is not recognized in the balance sheet. The differences between the commercial and the tax balance sheet, which give rise to deferred tax assets, result mainly from: Differences in the valuation of provisions Findings from the government tax audit, which have not been retraced for commercial law purposes (refers to software and receivables from affiliated companies). 3. Special account for investment grants and subsidies The special account contains investment grants received pursuant to the Law on Investment Grants [InvZulG], as well as investment subsidies from the joint community task improvement of the regional economic structure in Saxony. These grants and subsidies are released in accordance with the depreciation process concerning the respective subsidized assets. 4. Other provisions Other provisions with individual amounts exceeding T 300 refer primarily to bonuses and commissions as well as provisions for outstanding suppliers invoices and personnel-related provisions. The provision for semi-retirement obligations (T 56) is offset against the respective plan assets (T 51), which serve the exclusive purpose of settling liabilities relating to old-age pension obligations (outstanding settlement amount) and are protected against access by any third parties. The plan assets, which are designated for a specific purpose and are pledged, are measured in general at their fair value. The plan assets relate to fixed-income securities the acquisition cost of which amount to T 46.

14 5. Liabilities The liabilities have the following residual terms: 12/31/ year to Up to 1 year 5 years > 5 years Total T T T T Bank loans and overdrafts 5,096 17,500 22,596 (December 31, 2011 unaudited 2,851 17,381 20,232 ) Trade payables 4,466 4,466 (December 31, 2011 unaudited 2,920 2,920 ) Payables to affiliated companies and shareholders 24,000 24,000 (December 31, 2011 unaudited 30,461 30,461 ) Other liabilities 1,646 1,646 (December 31, 2011 unaudited 1,235 1,235 ) 35,209 17,500 52,709 Bank loans and overdrafts to the amount of T 22,596 are collateralized by registered land charges on the Company s premises (original amount: T 25,000), the assignment of the paper machine including all components as collateral, the assignment of the inventories as collateral (in particular wallpaper base and non-woven) and letters of subordination by the shareholders with respect to extended loans (T 24,000).

15 In addition to that, financial covenants which are determined from the quarterly and annual financial statements of Dresden Papier GmbH have to be complied with. The Company is exposed to interest rate risks within the scope of its operations. The interest rate risk of bank loans subject to variable interest rates is minimized by means of interest rate swaps. In 2012, an interest rate swap was entered into. It was combined with the underlying bank loan to form a valuation unit. As the swap with a nominal value of 21.4 million corresponds to the underlying loan (value as of December 31, 2012: 22.5 million) with respect to all major terms and conditions, it can be assumed that the cash flows from the interest rate hedge will fully set off each other during the remaining term of the derivatives and that a hedging of fixed interest rates is therefore achieved. For showing the effective part of the valuation units which are created in the accounts, the so-called net hedge presentation method (compensatory valuation) is used. The present values of the individual interest rate swaps were taken from the banks valuation statements. Each valuation reflects the bank s assessment of the value of a specific financial instrument under the given market conditions. The market values of the swaps were determined using the money market and swap rates and discounting the future cash flows. The interest rate swap has a term until June 30, In connection with the raising of a loan, borrowing costs of 247,500 had to be paid. These were capitalized in prepaid expenses and deferred charges and spread over the non-cancellable term of the loan contract using the effective interest method. Payables to affiliated companies refer to loans from the shareholder (T 24,000). With regard to loan repayment, regulations have been agreed between the lender and the Company, ensuring the Company s ability to pay at all times and excluding any insolvency due to a repayment obligation. Therefore, the Company s ability to continue its business will be assured. With respect to trade payables, there is the usual retention of title from the delivery of raw materials and supplies as well as merchandise.

16 IV. Comments on the Income Statement 1. Sales The sales (net) from the delivery of wallpaper and non-woven wallpaper can be broken down as follows: 2011 unaudited 2012 Actual (T ) Actual (T ) Movement (%) Share (%) Non-woven 105, , Total 105, , The following overview reflects a breakdown of sales according to geographically defined markets: Actual 2011 unaudited Actual 2012 Germany 40.0% 36.0% Western Europe 20.8% 20.5% Eastern Europe 35.5% 39.9% Other regions 3.7% 3.6% 100.0% 100.0% 2. Other operating income Other operating income contains income from the release of special accounts in the amount of T 304, income from the reversal of provisions not utilized in the amount of T 349 and other income not relating to the period under review in the amount of T Other operating expenses Expenses not relating to the period under review in the amount of T 95 are reported within other operating expenses. Factoring charges of T 364 associated with the use of factoring are also included. A prepayment penalty of T 1,992 resulted from the repayment of a loan. Other operating expenses include unrealized exchange losses of T 1 (prior year unaudited: T 2). Expenses relating to auditors fees amount to T 31 for auditing services associated with the annual financial statements and T 26 for other affirmation services.

17 4. Taxes on income Taxes on income (T 7,071) include tax proceeds not relating to the period under review in the amount of T 118. Other Disclosures 5. Contingencies and other financial obligations Contingencies Dresden Papier GmbH assumed a joint and several liability towards Commerzbank AG on behalf of Landqart AG, Landquart/Switzerland, in the amount of 5 million and 4.9 million each (guarantee). The collateral promise was made for contract simplification reasons; there is no risk of the Company being called upon. Other financial obligations Other financial obligations amount to T 3,349. In particular, these obligations relate, inter alia, to the following matters: Rental and lease obligations 2013 T T 87 Total 2015 and later T 134 T 384 The purchase commitment contains T 2,965 attributable to commenced investment projects. 6. Members of the Management In the reporting year, Dr. Alfonso Ciotola, Diplomingenieur [Graduate Engineer] acted as managing director of the Company. 7. Group affiliation Since March 31, 2009, the Company has been a wholly-owned subsidiary of Fortress Security Papers AG, Igis, Switzerland. The Company is included in the consolidated financial statements of Fortress Paper Ltd., Vancouver, Canada (smallest and largest consolidated group).

18 8. Number of employees The average number of persons employed was 137 (thereof 89 industrial workers and 48 salaried employees). In addition, on average 7 apprentices were employed. 9. RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES: These financial statements have been prepared in accordance with accounting principles generally accepted in Germany ( HGB ) which, in many respects, conforms to accounting principles generally accepted in the United States of America ( U.S. GAAP ). The significant difference in those principles, as they apply to the Company s net earnings and shareholders equity, are described below. Reconciliation of net earnings under HGB to U.S. GAAP: Year ended December 31, 2012 Net earnings for the year based on HGB 16,130, Adjustments: Unrealized loss on interest rate swap (a) (539,715.35) Income taxes 165, Net of tax benefit (374,022.74) Net earnings for the year based on U.S. GAAP 15,756, (a) Under HGB, the Company designated an interest rate swap as a cash flow hedge for accounting purposes. As permitted by HGB, since the interest rate swap effectively converted a variable rate loan to a fixed rate with identical terms, the change in fair value related to the interest rate swap was not reflected in the Company s balance sheet or profit and loss statement. For U.S. GAAP purposes, the Company did not qualify for hedge accounting. Accordingly, the change in fair value of this interest rate swap is reported as a charge to earnings. Reconciliation of shareholders equity under HGB to U.S. GAAP: December 31, 2012 Shareholders equity at year end based on HGB 15,185, Adjustments Unrealized loss on interest rate swap (a) (539,715.35) Income taxes 165, Net of tax benefit (374,022.74) Shareholders equity at year end based on U.S. GAAP 14,811, (a) Represents the impact of recording for U.S. GAAP purposes the unrealized loss on interest rate swaps together with the related tax benefit.

19 Reconciling Items impacting the Statement of Cash Flow activity Restricted cash The Company maintains credit balances for bonus reserves with the factoring company (December 31, 2012 T 5,100). Under US GAAP, given the nature of the restricted cash, changes in the restricted cash balances would be reported as an investing activity in the Statement of Cash Flows and restricted cash would not be included in cash and cash equivalents as of the balance sheet dates. 10. Subsequent Event On March 13, 2013, Fortress Security Papers AG entered into a Share Purchase Agreement pursuant to which Dresden Papier was sold to Glatfelter Gernsbach GmbH, a wholly owned subsidiary of P. H. Glatfelter Company. The sale was completed on April 30, 2013.

20 Annex Fixed-Asset Movement Schedule

21 Dresden Papier GmbH, Dresden Composition and Development of Fixed Assets Acquisition and production cost 1/1/2012 Additions Disposals Retransfers 12/31/2012 I. Intangible assets Software 361, , , II. Tangible assets 1. Land and buildings 4,109, , ,351, Technical equipment and machinery 24,244, ,503, , , ,877, Other equipment, factory and office equipment 1,346, , ,650, Prepayments and construction in process 194, , (193,937.10) 918, ,894, ,967, , ,798, ,256, ,977, , ,169, Amortization/depreciation Net book values 12/31/2011 1/1/2012 Additions Disposals 12/31/ /31/2012 unaudited I. Intangible assets Software 243, , , , , II. Tangible assets 1. Land and buildings 46, , , ,144, ,063, Technical equipment and machinery 7,720, ,532, , ,239, ,637, ,523, Other equipment, factory and office equipment 756, , , , , Prepayments and construction in process 918, , ,523, ,893, , ,404, ,394, ,370, ,766, ,958, , ,711, ,457, ,489,163.70

22 Exhibit 99.2 P. H. Glatfelter Company and Dresden Papier GmbH. Unaudited Pro forma Condensed Combined Financial Information The unaudited pro forma consolidated income statement data for the year ended December 31, 2012 gives effect to the following transactions, which we refer to as the Transactions : 1) the acquisition by our wholly owned subsidiary, Glatfelter Gernsbach GmbH, of all of the issued and outstanding shares of Dresden Papier GmbH., or Dresden, from Fortress Securities Papers AG, a wholly owned subsidiary of Fortress Paper Ltd., pursuant to the terms of a Share Purchase Agreement dated March 13, 2013, or the Share Purchase Agreement, among Glatfelter, Glatfelter Gernsbach and Fortress, which we refer to as the Acquisition, and 2) our incurrence of additional indebtedness under our revolving credit facility due November 2016 and our application of the net proceeds from such plus cash on hand to fund the Acquisition. The unaudited pro forma consolidated income statements for the year ended December 31, 2012 give effect to the Transactions as if they occurred on January 1, The unaudited pro forma consolidated balance sheet data as of December 31, 2012 gives effect to the Transactions as if they had occurred on December 31, In the unaudited pro forma consolidated financial statements, the Acquisition is accounted for using the acquisition method of accounting in accordance with the Financial Accounting Standards Board Accounting Standards Codification No 805. Under the acquisition method of accounting, the total purchase price for the Acquisition is allocated to the assets acquired and liabilities assumed based upon estimates of fair value. The unaudited pro forma adjustments reflected herein are based upon preliminary available information and assumptions that we believe are reasonable under the circumstances and which are described in the accompanying notes. These preliminary estimates may change upon finalization of appraisals and valuation studies. Therefore, the final allocations may differ materially from the estimates used to prepare these pro forma consolidated financial statements. The unaudited pro forma consolidated financial statements do not purport to represent what our results of operations or financial condition actually would have been if the Transactions occurred on the dates indicated, nor do they purport to represent or project our results of operations for any future period or our financial condition as of any future date. You should read the unaudited pro forma consolidated financial statements in conjunction with our audited and unaudited consolidated financial statements and related notes and the audited and unaudited consolidated financial statements of Dresden and related notes, for the year ended December 31, 2012 and our quarterly report on Form 10-Q for the quarterly period ended March 31, Unless otherwise indicated, the Dresden financial information included herein is derived from Dresden s historical financial statements. Such historical financial statements are prepared in accordance with accounting principles generally accepted in Germany, or HGB, in Euros and reconciled to U.S. GAAP, adjusted for certain reclassifications to conform to Glatfelter s accounting policies, and translated into U.S. dollars.

23 Unaudited Pro Forma Consolidated Income Statement for the Year Ended December 31, 2012 Glatfelter Historical Dresden Historical US GAAP (1) Purchase Accounting Adjustments Transaction financing Pro Forma for the Dresden Acquisition In thousands, except per share data Net sales $1,577,788 $ 150,509 $ $ $1,728,297 Energy and related sales, net 7,000 7,000 Total revenues 1,584, ,509 1,735,297 Cost of products sold 1,371, ,715 1,166 (2) 1,480,020 Gross profit 213,649 42,794 (1,166) 255,277 Selling, general and administrative expenses 121,590 7,498 1,840 (3) 130,928 Gains on disposition of plant, equipment and timberlands, net (9,815) (87) (9,902) Operating income 101,874 35,383 (3,006) 134,251 Other nonoperating income (expense) Interest expense (18,694) (3,769) 3,769 (4) (2,282) (4) (20,976) Interest income 460 1,753 (1,724) (5) 489 Other net (4,699) (4,230) 3,131 (6) (5,798) Total other income (expense) (22,933) (6,246) 5,176 (2,282) (26,285) Income before income taxes 78,941 29,137 2,170 (2,282) 107,966 Income tax provision 19,562 8, (7) (582) (7) 28,428 Net income $ 59,379 $ 20,259 $ 1,600 $(1,700) $ 79,538 Weighted average shares outstanding Basic 42,851 42,851 Diluted 43,672 43,672 Earnings per share Basic $ 1.39 $ 1.86 Diluted (1) Represents the Dresden financial information reconciled to U.S. GAAP, translated to U.S. dollars at an average exchange rate of dollars per euro and adjusted for certain reclassifications necessary to conform the historical Dresden financial statement presentation to that of Glatfelter. (2) Reflects a $0.8 million reduction of depreciation expense due to the difference in the bases of depreciable assets together with the use of longer estimated lives resulting from the application of FASB ASC 805, Business Combinations, to account for the Acquisition. In addition, the amount includes $1.9 million of amortization expense for intangible assets resulting from the application of FASB ASC 805, Business Combinations, to account for the Acquisition. (3) Reflects the addition of $3.2 million of amortization expense for intangible assets resulting from the application of FASB ASC 805, Business Combinations, to account for the Acquisition. In addition, the amount reflects the elimination of one-time costs totaling $1.3 million that are directly related to the Acquisition and are included in Glatfelter s historical results for the year ended December 31, 2012.

24 (4) Reflects the following adjustments to interest expense as a result of incremental borrowing under our existing revolving credit facility in connection with the Acquisition and the elimination of Dresden s historical interest expenses related to debt that will be repaid prior to the closing of the Acquisition (in thousands). Interest on additional borrowings under our existing revolving credit facility at an assumed rate of 1.802% per annum $ 2,282 Elimination of historical interest expense of Dresden (3,769) Total interest expense adjustments $(1,487) A change of 0.125% in the assumed interest rate for the borrowings under our existing revolving credit facility would have an incremental effect on our annual interest expense of $156 thousand. (5) Represents the elimination of interest income on intercompany loans included in Dresden s historical results for the year ended December 31, (6) Represents the elimination of one-time costs related to the early retirement of debt included in Dresden s historical results for the year ended December 31, (7) Represents the tax effect of the pro forma adjustments based on the effective tax rates of the jurisdiction in which the transaction would have taken place.

25 Unaudited Pro Forma Consolidated Balance Sheet as of December 31, 2012 Glatfelter Historical Dresden Papier Historical US GAAP (1) In thousands Less excluded assets and liabilities Purchase accounting adjustments Transaction financing Pro Forma for the Dresden Acquisition Assets Cash & equivalents $ 97,679 $ 13,775 $ $ (97,143) (2) $ 14,311 Accounts receivable 139,904 2, ,613 Inventories 222,366 16,542 1,517 (3) 240,425 Prepaid expenses and other 58,909 41,504 (38,942) (4) 2,399 (3) 63,870 Total Current Assets 518,858 74,530 (38,942) 3,916 (97,143) 461,219 Plant, equipment and timberlands - net 621,186 29,612 22,956 (3) 673,754 Other non current 102, ,132 (3) 313,073 Total Assets 1,242, ,142 (38,942) 237,004 (97,143) 1,448,046 Liabilities & Equity Accounts payable 133,389 5, ,278 Dividends payable 3,905 3,905 Environmental liabilities Other current liabilities 113,489 5, ,292 Total Current Liabilities 250,908 11, ,600 Long-term debt Existing long-term debt 250,000 29,795 (29,795) (5) 250,000 Borrowing under revolving credit facility 127,901 (8) 127,901 Total Long Term Debt 250,000 29,795 (29,795) 127, ,901 Deferred taxes 62,046 55,441 (3) 117,487 Other long-term liabilities 140,352 40,182 (31,646) (6) 1,491 (3) 150,379 Special account for investment grants and subsidies 2,943 (2,943) (3) Total Liabilities 703,306 84,612 (61,441) 53, , ,367 Common stock (659) (7) 544 Capital in excess of par value 52,492 52,492 Retained earnings 819,593 18,871 (18,871) (7) 819,593 Accumulated other comprehensive income (163,966) (163,966) Shareholders Equity 708,663 19,530 (19,530) 708,663 Less cost of common stock in treasury (168,984) (168,984) Total Shareholders Equity 539,679 19,530 (19,530) 539,679 Total Liabilities & Equity $1,242,985 $ 104,142 $ (80,971) $ 53,989 $127,901 $1,448,046 (1) Represents Dresden s financial information reconciled to U.S. GAAP, translated to U.S. dollars and adjusted for certain reclassifications necessary to conform the historical Dresden financial statement presentation to that of Glatfelter.

26 (2) Reflects the use of $96.2 million of Glatfelter s cash to partially fund the Acquisition. (3) The pro forma adjustments reflect the Acquisition and allocation of the purchase price adjustments as follows: Purchase price $ 225,044 Less book value of net assets acquired 42,029 Purchase price in excess of book value of net assets acquired $ 183,015 The following sets forth the preliminary purchase price allocation: Inventory $ 1,517 Property, plant and equipment 22,956 Tax indemnification receivable 2,399 Identifiable intangible assets 95,332 Goodwill 117,743 Total assets 239,947 Deferred tax liabilities (55,441) Other long-term obligations (1,491) Total liabilities (56,932) Total preliminary purchase price allocation $183,015 The Acquisition agreement provides for a purchase price of 160 million (or $211.0 million based on the December 31, 2012 foreign exchange rate), subject to an adjustment based on the closing date working capital of Dresden, which has not yet been agreed to. The preliminary purchase price allocation set forth above is based on the preliminary working capital adjustment of 10.7 million (or $14.0) million based on the December 31, 2012 foreign exchange rate). We are in the process of completing valuations necessary to account for the Acquisition in accordance with the acquisition method of accounting set forth in FASB ASC 805, Business Combinations, including independent appraisals. In calculating the pro forma adjustments, the purchase price has been allocated on a preliminary basis. Therefore, the purchase price allocation is subject to change, and such changes could be material. The preliminary allocation of the purchase price set forth in the pro forma balance sheet assumes the excess of book value will be allocated as set forth above, an assumption we believe is reasonable based on information presently available to us. Our allocation shown above includes an allocation to indentified intangible assets consisting of tradename, technology and customer relationships. For purposes of presenting depreciation and amortization expense in the pro forma income statement, fixed assets and intangible assets are assumed to have an average remaining useful life of 19 years and 17 years, respectively. Expense is recognized on a straight-line basis. (4) Reflects the elimination of certain intercompany notes receivable liquidated by Fortress prior to the closing of the Acquisition. (5) Reflects elimination of Dresden historical debt repaid by Fortress prior to the closing of the Acquisition. (6) Reflects the elimination of certain intercompany notes payable settled by Fortress prior to the closing of the Acquisition. (7) Reflects the elimination of the equity of Dresden in accordance with FASB ASC 805, Business Combinations. (8) Reflects additional borrowings under an existing revolving credit facility to partially fund the Acquisition.