~ Received Required Antitrust Regulatory Clearances and IRS ruling for Announced Merger ~~ Achieved Meaningful Year-over-Year EBITDA Improvement ~ 2024 Second Quarter Highlights: Generated net sales of ~$329 million and a GAAP net loss from continuing operations of $15.8 million Delivered $25.6 million of Adjusted EBITDA, an $8.3 million increase over Q2 2023 Achieved increased EBITDA over Q2 2023 in Composite Fibers and Spunlace by $4.9 million and $3.4 million, respectively, offset by lower EBITDA in Airlaid Materials by $2.3 million CHARLOTTE, N.C., Aug. 08, 2024 (GLOBE NEWSWIRE) -- Glatfelter Corporation (NYSE:GLT), a leading global supplier of engineered materials, today reported financial results for the second quarter of 2024 and provided an update on progress of its proposed merger with the majority of Berry's Global Health, Hygiene and Specialties segment to include its Global Nonwovens and Films ("HHNF") business. "During the second quarter we grew EBITDA by over $8 million compared to the prior-year quarter and delivered strong year-over-year gains for our Spunlace and Composite Fiber segments," said Thomas Fahnemann, President & CEO of Glatfelter. "In Spunlace, we continued to build upon our recent quarterly earnings momentum, generating $5.6 million in EBITDA during the second quarter, an increase of $3.4 million compared to prior year Q2. We have now repositioned this segment for continued growth and I am confident our turnaround efforts have created sustainable earnings that will allow Spunlace to contribute to the new organization post-merger." "The European markets and consumer demand still pose a challenge to our business. Composite Fibers delivered ~$5 million of EBITDA growth over the prior year and this segment is poised to benefit from recent pricing actions aimed at offsetting continued inflation. In Airlaid Materials, although earnings were lower year-over-year, we remain focused on optimizing product mix and improving price-cost gap to effectively manage the segment's ongoing profitability." "Overall, our results are trending in the right direction relative to twelve months ago. Despite continued volatile market conditions, I remain confident in our ability to deliver on our earnings growth for the year. As we advance the work to complete our merger with Berry's HHNF business, we remain focused on serving our customers and leveraging the benefits from the investments we made throughout our business over the past 18 months to create value for all Glatfelter stakeholders." Update on Merger with Berry's HHNF Business As previously announced on February 7, 2024, we entered into certain definitive agreements with Berry Global Group, Inc. ("Berry") for Berry to spin-off and merge the HHNF business with Glatfelter in a Reverse Morris Trust transaction that will create Magnera, a leading, publicly-traded company in the specialty materials industry. In June, the Company reported the achievement of all required approvals and clearances under competition and foreign direct investment laws. Also, Berry received a favorable private letter ruling from the U.S. Internal Revenue Service regarding the qualification of the spin-off and the merger as tax-free transactions under the Internal Revenue Code. The transaction is subject to additional customary closing conditions, including approval by Glatfelter shareholders. The transaction is expected to close in the second half of 2024. Favorable Settlement of Legal Dispute Related to Former Specialty Papers Business In August 2024, we reached a settlement in principle of a legal dispute with a manufacturer for equipment supplied and installed at our former Specialty Papers business. Under the terms of the sale agreement of our Specialty Papers business in 2018, we retained the right to any recoveries from the resolution of this matter. Under the terms of this settlement, we will be paid $6.5 million in monthly installments of approximately $1.1 million beginning in September 2024. We expect to recognize a $6.5 million gain, less applicable legal fees, in the quarter ended September 30, 2024, which will be included in discontinued operations.       Three months ended June 30, Dollars in thousands   2024   2023           Net sales   $ 329,443     $ 357,005   Net loss from continuing operations     (15,795 )     (36,631 ) Adjusted loss from continuing operations (1)     (11,253 )     (20,450 ) EPS from continuing operations     (0.35 )     (0.82 ) Adjusted EPS (1)     (0.25 )     (0.45 ) Adjusted EBITDA (1)     25,611       17,252     (1) Adjusted EBITDA, adjusted loss from continuing operations and adjusted EPS are non-GAAP financial measures. See "Reconciliation of GAAP Financial information to Non-GAAP Financial information" later in this earnings release for further information.     Second Quarter Results The following table sets forth a reconciliation of results on a GAAP basis to an adjusted earnings basis, a non-GAAP measure:       Three months ended June 30,     2024   2023 In thousands, except per share   Amount   EPS   Amount   EPS                   Net loss   $ (16,279 )   $ (0.37 )   $ (36,940 )   $ (0.83 ) Exclude: Loss from discontinued operations, net of tax     484       0.02       309       0.01   Loss from continuing operations     (15,795 )     (0.35 )     (36,631 )     (0.82 ) Adjustments (pre-tax):                 Strategic initiatives (1)     4,094           889       Turnaround strategy costs (2)     359           2,199       Ober-Schmitten divestiture (3)     —           10,793       COVID-19 ERC recovery (4)     —           (233 )     Total adjustments (pre-tax)     4,453           13,648       Income taxes (5)     (104 )         (58 )     Other tax adjustments (6)     193           2,591       Total after-tax adjustments     4,542       0.10       16,181       0.36   Adjusted loss from continuing operations   $ (11,253 )   $ (0.25 )   $ (20,450 )   $ (0.45 ) (1) For 2024, primarily reflects consulting and legal fees associated with the pending Berry HHNF merger of $3.4 million, and personnel retention, to offset the risk of potential employee departures due to the pending transaction, and other costs of $0.7 million. For 2023, primarily reflects integration activities including the write-off of a construction in process asset deemed unusable of $0.5 million, consulting and legal fees of $0.3 million, and other costs of $0.1 million. (2) For 2024, primarily reflects employee separation costs. For 2023, reflects professional services fees of $1.5 million and employee separation costs of $0.7 million. (3) Reflects employee separation costs of $10.4 million and professional services fees and other costs of $0.4 million in connection with the anticipated closure of the Ober-Schmitten facility. (4) Reflects $0.2 million of interest income on employee retention credits claimed under the CARES Act of 2020 and the subsequent related amendments. (5) Tax effect on adjustments calculated based on the incremental effective tax rate of the jurisdiction in which each adjustment originated. For items originating in the U.S., no tax effect is recognized due to the previously established valuation allowance on the net deferred tax assets. (6) Tax effect of applying certain provisions of the CARES Act of 2020. The amount in 2023 also includes $2.4 million of deferred tax expense resulting from valuation allowance for Ober-Schmitten facility.     A description of each of the adjustments presented above is included later in this release. Airlaid Materials     Three months ended June 30, Dollars in thousands   2024   2023   Change                     Tons shipped (metric)     37,795       39,246       (1,451 )   (3.7 )% Net sales   $ 130,584     $ 152,511     $ (21,927 )   (14.4 )% Operating income     7,505       9,726       (2,221 )   (22.8 )% EBITDA     15,107       17,363       (2,256 )   (13.0 )% EBITDA %     11.6 %     11.4 %                                       Airlaid Materials' second quarter net sales decreased $21.9 million in the year-over-year comparison mainly driven by lower selling prices from cost pass-through arrangements and lower energy surcharges in Europe as both raw materials and energy input costs declined compared to last year. Shipments were 3.7% lower driven by declines in the hygiene categories primarily due to pricing actions taken in 2023 to retain margins as well as lower volumes in the wipes category related to shipment timing. Currency translation was unfavorable by $0.7 million. Airlaid Materials' second quarter EBITDA of $15.1 million was $2.3 million lower when compared to the second quarter of 2023. Selling price decreases for pass-through contracts and lower energy surcharges were a combined $13.0 million, but were more than fully offset by lower raw material and energy costs of $14.2 million. Lower shipments primarily in the hygiene and wipes categories negatively impacted results by approximately $0.8 million. Operations were unfavorable by $2.2 million mainly due to lower production of approximately 3,800 metric tons to manage inventory levels. Currency and related hedging negatively impacted earnings by $0.5 million. Composite Fibers     Three months ended June 30, Dollars in thousands   2024   2023   Change                   Tons shipped (metric)     25,735       24,966       769     3.1 % Net sales   $ 117,215     $ 125,725     $ (8,510 )   (6.8 )% Operating income     6,031       898       5,133     571.6 % EBITDA     9,695       4,795       4,900     102.2 % EBITDA %     8.3 %     3.8 %                                   Composite Fibers' net sales were $8.5 million lower in the second quarter of 2024, compared to the year-ago quarter due to lower selling prices of $7.5 million. Shipments were higher 3.1% largely driven by the composite laminates and food and beverage categories. Currency translation was unfavorable by $1.3 million. Composite Fibers had EBITDA for the second quarter of $9.7 million compared with $4.8 million EBITDA in the second quarter of 2023. Price-cost gap continued to trend positive this quarter as the decrease in input prices paid for raw materials, energy, freight, and packaging were more favorable than selling price declines, resulting in earnings improvement of $0.9 million. Shipments were higher primarily in the food and beverage and composite laminate categories and overall improved income by $2.2 million. Operations were favorable by $1.7 million, mainly driven by higher inclined wire production. The impact of currency and related hedging positively impacted earnings by $0.1 million. Spunlace     Three months ended June 30, Dollars in thousands   2024   2023   Change                   Tons shipped (metric)     15,937       15,191       746       4.9 % Net sales   $ 82,197     $ 79,420     $ 2,777       3.5 % Operating income (loss)     2,260       (1,314 )     3,574       272.0 % EBITDA     5,587       2,162       3,425       158.4 % EBITDA %     6.8 %     2.7 %                                   Spunlace's net sales were $2.8 million higher in the second quarter of 2024 compared to the year-ago quarter, mainly driven by higher year-over-year shipments of 4.9%, but partially offset by lower selling prices of $2.2 million due to cost pass-through arrangements. Currency translation was slightly unfavorable by $0.3 million. Spunlace EBITDA was higher by $3.4 million compared to the same period last year. Lower selling prices and energy surcharges were more than offset by lower raw material and energy costs, resulting in earnings improvement of $1.9 million. Higher shipments improved operating income by approximately $0.8 million. Operations were favorable by $1.1 million mainly driven by higher production to meet customer demand. Currency negatively impacted earnings by $0.4 million. Other Financial Information The amount of operating expense not allocated to a reporting segment in the Segment Financial Information totaled $8.5 million in the second quarter of 2024 compared with $19.8 million in the same period a year ago. Excluding the items identified to present "adjusted earnings," unallocated expenses for the second quarter of 2024 decreased $1.9 million compared to the second quarter of 2023 mainly driven by a loss recovery settlement with a supplier for faulty material supplied to Glatfelter in 2022. In the second quarter of 2024, our U.S. GAAP pre-tax loss from continuing operations totaled $12.8 million and we recorded an income tax provision of $3.0 million, which primarily related to the tax provision for foreign jurisdictions, reserves for uncertain tax positions, and valuation allowances for domestic and foreign jurisdiction losses for which no tax benefit could be recognized. The comparable amounts in the same quarter of 2023 were a pre-tax loss of $30.2 million and an income tax provision of $6.4 million. Balance Sheet and Other Information Cash and cash equivalents totaled $33.9 million and $50.3 million as of June 30, 2024 and December 31, 2023, respectively. Total debt was $870.3 million and $860.3 million as of June 30, 2024 and December 31, 2023, respectively. Net debt was $836.4 million as of June 30, 2024 compared with $810.1 million at the end of 2023. Leverage as calculated in accordance with the financial covenants of our bank credit agreement was in compliance at 3.5 times at June 30, 2024. Capital expenditures during the six months ended June 30, 2024 and 2023 totaled $13.2 million and $17.5 million, respectively. Cash used by operating activities for the six months ended June 30, 2024 and 2023 was $20.6 million and $53.0 million, respectively. Adjusted free cash flow for the six months ended June 30, 2024 was a use of $24.0 million compared with a use of $58.4 million for the same period in 2023. (Net debt and adjusted free cash flow are non-GAAP financial measures. See "Reconciliations of GAAP Financial Information to Non-GAAP Financial Information" later in this earnings release for further information). Conference Call As previously announced, the Company will hold a conference call today at 11:00 a.m. (Eastern) to discuss its second quarter results. The Company will make available on its Investor Relations website this quarter's earnings release and an accompanying financial presentation that includes additional financial information to be discussed on the conference call including the Company's outlook pertaining to financial performance. Information related to the conference call is as follows: What: Q2 2024 Glatfelter Earnings Conference Call When: Thursday, August 8, 2024, 11:00 a.m. (ET) Participant Dial-in Number: (323) 794-2423   (800) 289-0438 Conference ID: 9525221 Webcast registry: Q2 2024 Glatfelter Earnings Webcast OR access via our website: Glatfelter Webcasts and Presentations     Replay will be available, via the webcast link, approximately 2 hours after the conclusion of our earnings call.   Interested persons who wish to hear the live webcast should go to the website prior to the starting time to register and ensure any necessary audio software is installed.   Glatfelter Corporation and subsidiariesConsolidated Statements of Operations (unaudited)     Three months ended June 30,   Six months ended June 30, In thousands, except per share 2024   2023   2024   2023                 Net sales $ 329,443     $ 357,005     $ 656,699     $ 735,213   Costs of products sold   292,656       338,872       585,402       680,866   Gross profit   36,787