UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission File Number
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
☒ |
Accelerated Filer |
☐ |
Non-accelerated Filer |
☐ |
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Smaller Reporting Company |
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Emerging Growth Company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No
The number of shares of common stock of the registrant outstanding (in thousands) at July 31, 2024, was
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Table of Contents
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Page |
PART I. - FINANCIAL INFORMATION |
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ITEM 1. |
Financial Statements (unaudited) |
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3 |
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4 |
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5 |
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6 |
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7 |
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Index for the Notes to Condensed Consolidated Financial Statements |
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9 |
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ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
18 |
ITEM 3. |
31 |
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ITEM 4. |
31 |
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PART II. - OTHER INFORMATION |
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ITEM 1. |
32 |
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ITEM 1A. |
32 |
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ITEM 2. |
32 |
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ITEM 5. |
33 |
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ITEM 6. |
33 |
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34 |
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Part I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands, except per share amounts) |
2024 |
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2023 |
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2024 |
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2023 |
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Revenues |
$ |
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$ |
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$ |
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$ |
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Costs and expenses: |
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Cost of goods sold |
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Selling, general and administrative expenses |
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CatchMark merger-related expenses |
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Gain on fire damage |
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Operating income |
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Interest expense, net |
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( |
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( |
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( |
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Non-operating pension and other postretirement employee benefits |
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( |
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( |
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Other |
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( |
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( |
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Income before income taxes |
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Income taxes |
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( |
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( |
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Net income |
$ |
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$ |
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$ |
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$ |
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Net income per share: |
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Basic |
$ |
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$ |
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$ |
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$ |
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Diluted |
$ |
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$ |
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$ |
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$ |
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Dividends per share |
$ |
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$ |
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$ |
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$ |
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Weighted-average shares outstanding |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands) |
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2024 |
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2023 |
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2024 |
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2023 |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Pension and other postretirement employee benefits |
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( |
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( |
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( |
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( |
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Cash flow hedges |
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Other comprehensive income (loss), net of tax |
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( |
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Comprehensive income |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except per share amounts) |
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June 30, 2024 |
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December 31, 2023 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Customer receivables, net |
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Inventories, net |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Investment in real estate held for development and sale |
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Timber and timberlands, net |
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Intangible assets, net |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued liabilities |
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$ |
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$ |
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Current portion of long-term debt |
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Current portion of pension and other postretirement employee benefits |
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Total current liabilities |
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Long-term debt |
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Pension and other postretirement employee benefits |
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Deferred tax liabilities, net |
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Other long-term obligations |
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Total liabilities |
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Stockholders' equity: |
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Preferred stock, authorized |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income |
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Total stockholders’ equity |
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Total liabilities and stockholders' equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
5
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Six Months Ended June 30, |
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(in thousands) |
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2024 |
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2023 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash from operating activities: |
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Depreciation, depletion and amortization |
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Basis of real estate sold |
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Change in deferred taxes |
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( |
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( |
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Pension and other postretirement employee benefits |
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Equity-based compensation expense |
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Gain on fire damage |
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— |
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( |
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Interest received under swaps with other-than-insignificant financing element |
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( |
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( |
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Other, net |
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Change in working capital and operating-related activities, net |
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( |
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( |
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Real estate development expenditures |
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( |
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( |
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Funding of pension and other postretirement employee benefits |
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( |
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( |
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Proceeds from insurance recoveries |
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Net cash from operating activities |
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CASH FLOWS FROM INVESTING ACTIVITIES |
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Property, plant and equipment additions |
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( |
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( |
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Timberlands reforestation and roads |
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( |
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( |
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Acquisition of timber and timberlands |
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( |
) |
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( |
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Interest received under swaps with other-than-insignificant financing element |
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Other, net |
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Net cash from investing activities |
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( |
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( |
) |
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CASH FLOWS FROM FINANCING ACTIVITIES |
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Distributions to common stockholders |
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( |
) |
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( |
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Repurchase of common stock |
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( |
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( |
) |
Other, net |
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( |
) |
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( |
) |
Net cash from financing activities |
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( |
) |
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( |
) |
Change in cash, cash equivalents and restricted cash |
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( |
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( |
) |
Cash, cash equivalents and restricted cash at beginning of period |
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Cash, cash equivalents and restricted cash at end of period |
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$ |
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$ |
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NONCASH INVESTING AND FINANCING ACTIVITIES |
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Accrued property, plant and equipment additions |
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$ |
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$ |
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Accrued timberlands reforestation and roads |
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$ |
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$ |
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Repurchase of common stock pending settlement |
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$ |
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$ |
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The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the amounts shown above in the Condensed Consolidated Statements of Cash Flows.
(in thousands) |
|
June 30, 2024 |
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June 30, 2023 |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash included in long-term assets1 |
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Total cash, cash equivalents, and restricted cash |
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$ |
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$ |
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1 |
Amounts included in restricted cash represent proceeds held by a qualified intermediary that were or are intended to be reinvested in timber and timberlands. At June 30, 2024 and 2023, $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
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Common Stock |
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Additional Paid- |
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Accumulated |
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Accumulated Other |
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Total Stockholders' |
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(in thousands, except per share amounts) |
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Shares |
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Amount |
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in Capital |
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Deficit |
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Income |
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Equity |
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Balance, December 31, 2023 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
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— |
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( |
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Shares issued for stock compensation |
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( |
) |
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— |
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— |
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— |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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Pension plans and OPEB obligations, net of tax |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Cash flow hedges, net of tax |
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— |
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— |
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— |
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— |
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Dividends on common stock, $ |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other transactions, net |
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— |
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— |
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( |
) |
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— |
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Balance, March 31, 2024 |
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( |
) |
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Net income |
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— |
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— |
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— |
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— |
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Shares issued for stock compensation |
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( |
) |
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— |
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— |
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— |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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Repurchase of common stock |
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( |
) |
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( |
) |
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— |
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( |
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— |
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( |
) |
Pension plans and OPEB obligations, net of tax |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Cash flow hedges, net of tax |
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— |
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— |
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— |
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— |
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Dividends on common stock, $ |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Other transactions, net |
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— |
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— |
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( |
) |
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— |
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( |
) |
|
Balance, June 30, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Common Stock |
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Additional Paid- |
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Accumulated |
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Accumulated Other |
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Total Stockholders' |
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(in thousands, except per share amounts) |
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Shares |
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Amount |
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in Capital |
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Deficit |
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Income |
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Equity |
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||||||
Balance, December 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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— |
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Shares issued for stock compensation |
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( |
) |
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— |
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— |
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— |
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Equity-based compensation expense |
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— |
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— |
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— |
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— |
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||
Pension plans and OPEB obligations, net of tax |
|
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— |
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— |
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— |
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— |
|
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( |
) |
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( |
) |
Cash flow hedges, net of tax |
|
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— |
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— |
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— |
|
|
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— |
|
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( |
) |
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|
( |
) |
Dividends on common stock, $ |
|
|
— |
|
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|
— |
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— |
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( |
) |
|
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— |
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( |
) |
Other transactions, net |
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— |
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— |
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( |
) |
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— |
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( |
) |
|
Balance, March 31, 2023 |
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( |
) |
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Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
||
Shares issued for stock compensation |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Equity-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
Pension plans and OPEB obligations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Cash flow hedges, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Dividends on common stock, $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other transactions, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
Balance, June 30, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
INDEX FOR THE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
9 |
|
10 |
|
12 |
|
12 |
|
13 |
|
14 |
|
14 |
|
15 |
|
16 |
|
16 |
|
17 |
|
Note 12: Components of Accumulated Other Comprehensive Income |
17 |
8
Notes to Condensed Consolidated Financial Statements
NOTE 1. BASIS OF PRESENTATION
General
PotlatchDeltic Corporation and its subsidiaries (collectively referred to in this report as the company, us, we or our) is a leading timberland Real Estate Investment Trust (REIT) with operations in nine states. We are engaged in activities associated with timberland management, including the sale of timber, the ownership and management of over
Condensed Consolidated Financial Statements
The accompanying unaudited Condensed Consolidated Financial Statements provide an overall view of our results and financial condition and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Condensed Consolidated Financial Statements, such adjustments are of a normal, recurring nature. Intercompany transactions and accounts have been eliminated in consolidation. The Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission pertaining to interim financial statements. Certain disclosures normally provided in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on February 15, 2024. Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year.
Use of Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and requires judgments affecting the amounts reported in the financial statements and the accompanying notes. Actual results may differ materially from our estimates.
Commitments and Contingencies
At any given time, we are subject to claims and actions incidental to the operations of our business. Based on information currently available, we do not expect that any sums we may have to pay in connection with any legal proceeding would have a material adverse effect on our consolidated financial position or net cash flow. Additionally, during the three and six months ended June 30, 2024, there were no significant changes to our obligation under the Thomson Reservoir Project. At June 30, 2024, we have $
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced disclosures about significant segment expense categories that are regularly reported to the chief operating decision maker and included in each reported measure of a segment’s profit or loss and increased interim disclosure requirements, among others. The adoption of this ASU on January 1, 2024, including the required retrospective application for all periods presented in the financial statements, will be reflected in our annual financial statements for the year ended December 31, 2024, and interim financial statements beginning in 2025. Management is currently evaluating the impact of this ASU on the company's financial statement disclosures.
Recent Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 provides qualitative and quantitative updates to the rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024. The amendments may be applied prospectively or retrospectively, and early adoption is permitted. Management is currently evaluating this ASU to determine its impact on the company's financial statement disclosures.
9
NOTE 2. SEGMENT INFORMATION
Our operations are organized into
Our Timberlands segment supplies our Wood Products segment with a portion of its wood fiber needs. These intersegment revenues are based on prevailing market prices and typically represent a sizable portion of the Timberlands segment’s total revenues. Our other segments generally do not generate intersegment revenues. These intercompany transactions are eliminated in consolidation.
The reportable segments follow the same accounting policies used for our Condensed Consolidated Financial Statements, with the exception of the valuation of inventories, which are reported using the average cost method for purposes of reporting segment results.
The following table presents our revenues by major product:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
2024 |
|
|
2023 |
|
|
2024 |
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|
2023 |
|
||||
Timberlands |
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|
||||
Northern region |
|
|
|
|
|
|
|
|
|
|
|
||||
Sawlogs |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Pulpwood |
|
|
|
|
|
|
|
|
|
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|
||||
Other |
|
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|
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|
||||
Total Northern revenues |
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|
||||
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|
||||
Southern region |
|
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|
|
|
|
|
|
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|
||||
Sawlogs |
|
|
|
|
|
|
|
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|
||||
Pulpwood |
|
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|
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|
||||
Stumpage |
|
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|
|
|
|
|
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|
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|
||||
Other |
|
|
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|
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|
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|
||||
Total Southern revenues |
|
|
|
|
|
|
|
|
|
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|
||||
|
|
|
|
|
|
|
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|
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|
||||
Total Timberlands revenues |
|
|
|
|
|
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|
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