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) as of October 31, 2023, 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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8 |
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Index for the Notes to Condensed Consolidated Financial Statements |
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10 |
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ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
22 |
ITEM 3. |
36 |
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ITEM 4. |
36 |
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PART II. - OTHER INFORMATION |
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ITEM 1. |
37 |
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ITEM 1A. |
37 |
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ITEM 2. |
37 |
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ITEM 5. |
37 |
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ITEM 6. |
38 |
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39 |
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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 September 30, |
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Nine Months Ended September 30, |
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(in thousands, except per share amounts) |
2023 |
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2022 |
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2023 |
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2022 |
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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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( |
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( |
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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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Pension settlement charge |
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( |
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Non-operating pension and other postretirement employee benefit costs |
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( |
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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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( |
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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 September 30, |
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Nine Months Ended September 30, |
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(in thousands) |
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2023 |
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2022 |
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2023 |
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2022 |
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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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Cash flow hedges |
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Other comprehensive income, net of tax |
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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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September 30, 2023 |
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December 31, 2022 |
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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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Nine Months Ended September 30, |
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(in thousands) |
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2023 |
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2022 |
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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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Pension settlement charge |
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— |
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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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( |
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Change in working capital and operating-related activities, net |
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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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Proceeds from property insurance |
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— |
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Cash acquired in CatchMark merger |
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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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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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( |
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Proceeds from issuance of long-term debt |
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— |
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Repayment of long-term debt |
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— |
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( |
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Other, net |
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( |
) |
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( |
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Net cash from financing activities |
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( |
) |
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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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Equity issued as consideration in the CatchMark merger |
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$ |
— |
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$ |
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Long-term debt and other liabilities assumed in merger with CatchMark |
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$ |
— |
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$ |
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6
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) |
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September 30, 2023 |
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September 30, 2022 |
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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 September 30, 2023 and 2022, $ |
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
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, 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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( |
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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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( |
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Common dividends, $ |
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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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( |
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Balance, March 31, 2023 |
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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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— |
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Balance, June 30, 2023 |
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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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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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