|
x
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Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
|
|
82-0156045
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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Large accelerated filer
|
|
x
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|
Accelerated filer
|
o
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Non-accelerated filer
|
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¨
(Do not check if a smaller reporting company)
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|
Smaller reporting company
|
o
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|
|
|
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Page Number
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PART I. - FINANCIAL INFORMATION
|
|
||
ITEM 1.
|
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||
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|||
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|||
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|||
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|||
|
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ITEM 2.
|
|||
ITEM 3.
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ITEM 4.
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PART II. - OTHER INFORMATION
|
|
||
ITEM 1.
|
|||
ITEM 1A.
|
|||
ITEM 6.
|
|||
|
|
|
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Three Months Ended
March 31, |
||||||
|
|
|||||||
|
|
2015
|
|
2014
|
||||
Revenues
|
|
$
|
134,125
|
|
|
$
|
139,579
|
|
Costs and expenses:
|
|
|
|
|
||||
Cost of goods sold
|
|
107,772
|
|
|
98,593
|
|
||
Selling, general and administrative expenses
|
|
12,326
|
|
|
9,677
|
|
||
|
|
120,098
|
|
|
108,270
|
|
||
Operating income
|
|
14,027
|
|
|
31,309
|
|
||
Interest expense, net
|
|
(8,069
|
)
|
|
(5,460
|
)
|
||
Income before income taxes
|
|
5,958
|
|
|
25,849
|
|
||
Income taxes
|
|
(302
|
)
|
|
(5,499
|
)
|
||
Net income
|
|
$
|
5,656
|
|
|
$
|
20,350
|
|
|
|
|
|
|
||||
Net income per share:
|
|
|
|
|
||||
Basic
|
|
$
|
0.14
|
|
|
$
|
0.50
|
|
Diluted
|
|
0.14
|
|
|
0.50
|
|
||
Distributions per share
|
|
$
|
0.375
|
|
|
$
|
0.35
|
|
Weighted average shares outstanding (in thousands):
|
|
|
|
|
||||
Basic
|
|
40,802
|
|
|
40,561
|
|
||
Diluted
|
|
40,885
|
|
|
40,682
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|||||||
|
|
2015
|
|
2014
|
||||
Net income
|
|
$
|
5,656
|
|
|
$
|
20,350
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
||||
Pension and other postretirement employee benefits:
|
|
|
|
|
||||
Amortization of prior service credit included in net periodic cost, net of tax of $(849) and $(867)
|
|
(1,328
|
)
|
|
(1,356
|
)
|
||
Amortization of actuarial loss included in net periodic cost, net of tax of $1,937 and $1,677
|
|
3,029
|
|
|
2,622
|
|
||
Other comprehensive income, net of tax
|
|
1,701
|
|
|
1,266
|
|
||
Comprehensive income
|
|
$
|
7,357
|
|
|
$
|
21,616
|
|
|
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash
|
$
|
9,144
|
|
|
$
|
4,644
|
|
Short-term investments
|
18,885
|
|
|
26,368
|
|
||
Receivables, net
|
13,065
|
|
|
9,928
|
|
||
Inventories
|
27,518
|
|
|
31,490
|
|
||
Deferred tax assets, net
|
6,168
|
|
|
6,168
|
|
||
Other assets
|
14,555
|
|
|
15,065
|
|
||
Total current assets
|
89,335
|
|
|
93,663
|
|
||
Property, plant and equipment, net
|
68,545
|
|
|
65,749
|
|
||
Timber and timberlands, net
|
825,584
|
|
|
828,420
|
|
||
Deferred tax assets, net
|
37,076
|
|
|
37,228
|
|
||
Other assets
|
10,606
|
|
|
10,361
|
|
||
Total assets
|
$
|
1,031,146
|
|
|
$
|
1,035,421
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current installments on long-term debt
|
$
|
27,498
|
|
|
$
|
22,870
|
|
Accounts payable and accrued liabilities
|
54,032
|
|
|
49,324
|
|
||
Total current liabilities
|
81,530
|
|
|
72,194
|
|
||
Long-term debt
|
602,150
|
|
|
606,473
|
|
||
Liability for pension and other postretirement employee benefits
|
115,626
|
|
|
115,936
|
|
||
Other long-term obligations
|
14,849
|
|
|
15,752
|
|
||
Total liabilities
|
814,155
|
|
|
810,355
|
|
||
Stockholders' equity:
|
|
|
|
||||
Common stock, $1 par value
|
40,676
|
|
|
40,605
|
|
||
Additional paid-in capital
|
346,214
|
|
|
346,441
|
|
||
Accumulated deficit
|
(53,208
|
)
|
|
(43,588
|
)
|
||
Accumulated other comprehensive loss
|
(116,691
|
)
|
|
(118,392
|
)
|
||
Total stockholders’ equity
|
216,991
|
|
|
225,066
|
|
||
Total liabilities and stockholders' equity
|
$
|
1,031,146
|
|
|
$
|
1,035,421
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|||||||
|
2015
|
|
2014
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
5,656
|
|
|
$
|
20,350
|
|
Adjustments to reconcile net income to net cash from operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
8,504
|
|
|
6,104
|
|
||
Basis of real estate sold
|
408
|
|
|
4,622
|
|
||
Change in deferred taxes
|
(936
|
)
|
|
(164
|
)
|
||
Employee benefit plans
|
1,723
|
|
|
(178
|
)
|
||
Equity-based compensation expense
|
1,136
|
|
|
908
|
|
||
Other, net
|
(501
|
)
|
|
(581
|
)
|
||
Working capital and operating related activities
|
8,447
|
|
|
8,923
|
|
||
Net cash from operating activities
|
24,437
|
|
|
39,984
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Change in short-term investments
|
7,483
|
|
|
(14,699
|
)
|
||
Property, plant and equipment
|
(4,810
|
)
|
|
(2,168
|
)
|
||
Timberlands reforestation and roads
|
(2,734
|
)
|
|
(1,469
|
)
|
||
Other, net
|
309
|
|
|
108
|
|
||
Net cash from investing activities
|
248
|
|
|
(18,228
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Distributions to common stockholders
|
(15,253
|
)
|
|
(14,206
|
)
|
||
Employee tax withholdings on equity-based compensation
|
(1,407
|
)
|
|
(1,068
|
)
|
||
Change in book overdrafts
|
(3,551
|
)
|
|
(2,636
|
)
|
||
Other, net
|
26
|
|
|
(68
|
)
|
||
Net cash from financing activities
|
(20,185
|
)
|
|
(17,978
|
)
|
||
Change in cash
|
4,500
|
|
|
3,778
|
|
||
Cash at beginning of period
|
4,644
|
|
|
5,586
|
|
||
Cash at end of period
|
$
|
9,144
|
|
|
$
|
9,364
|
|
SUPPLEMENTAL CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
||||
Interest, net of amounts capitalized
|
$
|
1,498
|
|
|
$
|
693
|
|
Income taxes, net
|
148
|
|
|
11
|
|
|
||
|
Page Number
|
|
Note 1.
|
||
Note 2.
|
||
Note 3.
|
||
Note 4.
|
||
Note 5.
|
||
Note 6.
|
||
Note 7.
|
||
Note 8.
|
||
Note 9.
|
||
Note 10.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|||||||
(Dollars in thousands, except per-share amounts)
|
|
2015
|
|
2014
|
||||
Net income
|
|
$
|
5,656
|
|
|
$
|
20,350
|
|
|
|
|
|
|
||||
Basic weighted average shares outstanding
|
|
40,801,993
|
|
|
40,561,017
|
|
||
Incremental shares due to:
|
|
|
|
|
||||
Performance shares
|
|
70,187
|
|
|
60,517
|
|
||
Restricted stock units
|
|
12,936
|
|
|
57,740
|
|
||
Stock options
|
|
—
|
|
|
2,834
|
|
||
Diluted weighted average shares outstanding
|
|
40,885,116
|
|
|
40,682,108
|
|
||
|
|
|
|
|
||||
Basic net income per share
|
|
$
|
0.14
|
|
|
$
|
0.50
|
|
Diluted net income per share
|
|
$
|
0.14
|
|
|
$
|
0.50
|
|
|
|
|
|
|
||||
Antidilutive shares excluded from the calculation:
|
|
|
|
|
||||
Performance shares
|
|
41,242
|
|
|
69,054
|
|
||
Restricted stock units
|
|
14,745
|
|
|
—
|
|
||
Total antidilutive shares excluded from the calculation
|
|
55,987
|
|
|
69,054
|
|
(Dollars in thousands)
|
March 31,
2015 |
|
December 31,
2014 |
||||
Inventories:
|
|
|
|
||||
Lumber and other manufactured wood products
|
$
|
19,242
|
|
|
$
|
17,286
|
|
Logs
|
1,686
|
|
|
7,930
|
|
||
Materials and supplies
|
6,590
|
|
|
6,274
|
|
||
|
$
|
27,518
|
|
|
$
|
31,490
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
||||
Employee equity-based compensation expense:
|
|
|
|
|
||||
Performance shares
|
|
$
|
872
|
|
|
$
|
734
|
|
Restricted stock units
|
|
205
|
|
|
174
|
|
||
Total employee equity-based compensation expense
|
|
$
|
1,077
|
|
|
$
|
908
|
|
|
|
|
|
|
||||
Deferred compensation stock equivalent units expense (income)
|
|
$
|
119
|
|
|
$
|
(295
|
)
|
|
|
|
|
|
||||
Total tax benefit recognized for share-based expense
|
|
$
|
74
|
|
|
$
|
74
|
|
|
Three Months Ended
March 31, |
||||||
|
|||||||
|
2015
|
|
2014
|
||||
Shares granted
|
78,974
|
|
|
87,441
|
|
||
Stock price as of valuation date
|
$
|
40.00
|
|
|
$
|
39.76
|
|
Risk-free rate
|
1.07
|
%
|
|
0.72
|
%
|
||
Fair value of a performance share
|
$
|
36.71
|
|
|
$
|
45.57
|
|
(Dollars in thousands, except grant date fair value)
|
Shares
|
|
Weighted Avg.
Grant Date
Fair Value
|
|
Aggregate
Intrinsic Value
|
|||||
Unvested shares outstanding at January 1
|
32,455
|
|
|
$
|
42.24
|
|
|
|
||
Granted
|
26,820
|
|
|
40.00
|
|
|
|
|||
Vested
|
(400
|
)
|
|
45.05
|
|
|
|
|||
Unvested shares outstanding at March 31
|
58,875
|
|
|
41.19
|
|
|
$
|
2,357
|
|
|
Three Months Ended March 31,
|
||||||||||||||
|
Pension
|
|
OPEB
|
||||||||||||
(Dollars in thousands)
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Service cost
|
$
|
1,530
|
|
|
$
|
1,201
|
|
|
$
|
7
|
|
|
$
|
23
|
|
Interest cost
|
4,259
|
|
|
4,809
|
|
|
383
|
|
|
499
|
|
||||
Expected return on plan assets
|
(5,191
|
)
|
|
(6,130
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost (credit)
|
151
|
|
|
187
|
|
|
(2,328
|
)
|
|
(2,410
|
)
|
||||
Amortization of actuarial loss
|
4,408
|
|
|
3,620
|
|
|
558
|
|
|
679
|
|
||||
Net periodic cost (benefit)
|
$
|
5,157
|
|
|
$
|
3,687
|
|
|
$
|
(1,380
|
)
|
|
$
|
(1,209
|
)
|
|
Three Months Ended March 31, 2015
|
||||||||||
(Dollars in thousands)
|
Pension
|
|
OPEB
|
|
Total
|
||||||
AOCL at January 1
|
|
|
|
|
$
|
118,392
|
|
||||
Amortization of defined benefit items, net of tax:
(1)
|
|
|
|
|
|
||||||
Prior service credit (cost)
|
$
|
(92
|
)
|
|
$
|
1,420
|
|
|
1,328
|
|
|
Actuarial loss
|
(2,689
|
)
|
|
(340
|
)
|
|
(3,029
|
)
|
|||
Total reclassification for the period
|
$
|
(2,781
|
)
|
|
$
|
1,080
|
|
|
(1,701
|
)
|
|
AOCL at March 31
|
|
|
|
|
$
|
116,691
|
|
||||
|
|
|
|
|
|
||||||
|
Three Months Ended March 31, 2014
|
||||||||||
(Dollars in thousands)
|
Pension
|
|
OPEB
|
|
Total
|
||||||
AOCL at January 1
|
|
|
|
|
$
|
98,720
|
|
||||
Amortization of defined benefit items, net of tax:
(1)
|
|
|
|
|
|
||||||
Prior service credit (cost)
|
$
|
(114
|
)
|
|
$
|
1,470
|
|
|
1,356
|
|
|
Actuarial loss
|
(2,208
|
)
|
|
(414
|
)
|
|
(2,622
|
)
|
|||
Total reclassification for the period
|
$
|
(2,322
|
)
|
|
$
|
1,056
|
|
|
(1,266
|
)
|
|
AOCL at March 31
|
|
|
|
|
$
|
97,454
|
|
||||
|
|
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||
(Dollars in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount
|
|
Fair
Value
|
||||||||
Cash and short-term investments (Level 1)
|
$
|
28,029
|
|
|
$
|
28,029
|
|
|
$
|
31,012
|
|
|
$
|
31,012
|
|
Derivative asset related to interest rate swaps (Level 2)
|
1,378
|
|
|
1,378
|
|
|
793
|
|
|
793
|
|
||||
Long-term debt, including fair value adjustments related to fair value hedges (Level 2)
|
629,648
|
|
|
658,479
|
|
|
629,343
|
|
|
657,943
|
|
||||
Company owned life insurance asset (COLI) (Level 3)
|
1,059
|
|
|
1,059
|
|
|
877
|
|
|
877
|
|
(Dollars in thousands)
|
Location
|
|
March 31,
2015 |
|
December 31,
2014 |
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Interest rate contracts
|
Current assets
|
|
$
|
352
|
|
|
$
|
372
|
|
Interest rate contracts
|
Non-current assets
|
|
1,026
|
|
|
421
|
|
||
Total derivatives designated as hedging instruments
|
|
|
$
|
1,378
|
|
|
$
|
793
|
|
|
|
|
Gain Recognized in Income
|
||||||
|
Location
|
|
Three Months Ended
March 31, |
||||||
|
|
||||||||
(Dollars in thousands)
|
|
|
2015
|
|
2014
|
||||
Derivatives designated in fair value hedging relationships:
|
|
|
|
|
|
||||
Realized gain on interest rate contract
(1)
|
Interest expense
|
|
$
|
379
|
|
|
$
|
254
|
|
Net gain recognized in income from fair value hedges
|
|
|
$
|
379
|
|
|
$
|
254
|
|
(1)
|
Realized gain on hedging instrument consists of net cash settlements and interest accruals on the interest rate swaps during the periods.
|
|
|
Three Months Ended
March 31, |
||||||
|
|
|||||||
(Dollars in thousands)
|
|
2015
|
|
2014
|
||||
Revenues:
|
|
|
|
|
||||
Resource
|
|
$
|
53,955
|
|
|
$
|
51,905
|
|
Wood Products
|
|
89,233
|
|
|
87,804
|
|
||
Real Estate
|
|
3,111
|
|
|
14,439
|
|
||
|
|
146,299
|
|
|
154,148
|
|
||
Elimination of intersegment revenues - Resource
|
|
(12,174
|
)
|
|
(14,569
|
)
|
||
Total consolidated revenues
|
|
$
|
134,125
|
|
|
$
|
139,579
|
|
|
|
|
|
|
||||
Operating income:
|
|
|
|
|
||||
Resource
|
|
$
|
14,978
|
|
|
$
|
16,224
|
|
Wood Products
|
|
3,500
|
|
|
12,707
|
|
||
Real Estate
|
|
1,599
|
|
|
8,271
|
|
||
Eliminations and adjustments
|
|
2,975
|
|
|
842
|
|
||
|
|
23,052
|
|
|
38,044
|
|
||
Corporate
|
|
(9,025
|
)
|
|
(6,735
|
)
|
||
Operating income
|
|
14,027
|
|
|
31,309
|
|
||
Interest expense, net
|
|
(8,069
|
)
|
|
(5,460
|
)
|
||
Income before income taxes
|
|
$
|
5,958
|
|
|
$
|
25,849
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization:
1
|
|
|
|
|
||||
Resource
|
|
$
|
6,254
|
|
|
$
|
3,916
|
|
Wood Products
|
|
1,576
|
|
|
1,529
|
|
||
Real Estate
|
|
15
|
|
|
15
|
|
||
|
|
7,845
|
|
|
5,460
|
|
||
Corporate
|
|
659
|
|
|
644
|
|
||
Total depreciation, depletion and amortization
|
|
$
|
8,504
|
|
|
$
|
6,104
|
|
|
|
|
|
|
||||
Basis of real estate sold:
|
|
|
|
|
||||
Real Estate
|
|
$
|
471
|
|
|
$
|
5,167
|
|
Eliminations and adjustments
|
|
(63
|
)
|
|
(545
|
)
|
||
Total basis of real estate sold
|
|
$
|
408
|
|
|
$
|
4,622
|
|
1
|
The presentation of depreciation, depletion, and amortization in Segment Information and the
Condensed Consolidated Statements of Cash Flows
includes amortization of bond discounts and deferred loan fees. Bond discounts and deferred loan fees are recorded in Interest expense, net in the
Consolidated Statements of Income
.
|
(Dollars in thousands)
|
2015
|
2014
|
|
Amount of Change
|
Percent Change
|
|||||||
Revenues
|
$
|
134,125
|
|
$
|
139,579
|
|
|
$
|
(5,454
|
)
|
(4
|
)%
|
Costs and expenses:
|
|
|
|
|
|
|||||||
Cost of goods sold
|
107,772
|
|
98,593
|
|
|
9,179
|
|
9
|
%
|
|||
Selling, general and administrative expenses
|
12,326
|
|
9,677
|
|
|
2,649
|
|
27
|
%
|
|||
|
120,098
|
|
108,270
|
|
|
11,828
|
|
11
|
%
|
|||
Operating income
|
14,027
|
|
31,309
|
|
|
(17,282
|
)
|
(55
|
)%
|
|||
Interest expense, net
|
(8,069
|
)
|
(5,460
|
)
|
|
(2,609
|
)
|
48
|
%
|
|||
Income before income taxes
|
5,958
|
|
25,849
|
|
|
(19,891
|
)
|
(77
|
)%
|
|||
Income tax provision
|
(302
|
)
|
(5,499
|
)
|
|
5,197
|
|
(95
|
)%
|
|||
Net income
|
$
|
5,656
|
|
$
|
20,350
|
|
|
$
|
(14,694
|
)
|
(72
|
)%
|
|
|
Three Months Ended March 31,
|
|
|
|
||||||||
(Dollars in thousands)
|
2015
|
2014
|
|
Increase
(Decrease)
|
Percent Change
|
||||||||
Revenues
1
|
$
|
53,955
|
|
$
|
51,905
|
|
|
$
|
2,050
|
|
4
|
%
|
|
Cost of goods sold:
|
|
|
|
|
|
||||||||
Logging and hauling
|
26,584
|
|
25,736
|
|
|
848
|
|
3
|
%
|
||||
Depreciation, depletion and amortization
|
6,176
|
|
3,748
|
|
|
2,428
|
|
65
|
%
|
||||
Other
|
4,832
|
|
4,937
|
|
|
(105
|
)
|
(2
|
)%
|
||||
|
37,592
|
|
34,421
|
|
|
3,171
|
|
9
|
%
|
||||
Selling, general and administrative expenses
|
1,385
|
|
1,260
|
|
|
125
|
|
10
|
%
|
||||
Operating income
|
$
|
14,978
|
|
$
|
16,224
|
|
|
$
|
(1,246
|
)
|
(8
|
)%
|
|
|
|
|
|
|
|
||||||||
Harvest Volumes
(in tons)
|
|
|
|
|
|
||||||||
Northern region
|
|
|
|
|
|
||||||||
|
Sawlog
|
451,548
|
|
443,084
|
|
|
8,464
|
|
2
|
%
|
|||
|
Pulpwood
|
47,840
|
|
60,579
|
|
|
(12,739
|
)
|
(21
|
)%
|
|||
|
Stumpage
|
16,903
|
|
10,968
|
|
|
5,935
|
|
54
|
%
|
|||
|
Total
|
516,291
|
|
514,631
|
|
|
1,660
|
|
—
|
%
|
|||
|
|
|
|
|
|
|
|||||||
Southern region
|
|
|
|
|
|
||||||||
|
Sawlog
|
154,730
|
|
121,910
|
|
|
32,820
|
|
27
|
%
|
|||
|
Pulpwood
|
177,345
|
|
197,829
|
|
|
(20,484
|
)
|
(10
|
)%
|
|||
|
Stumpage
|
39,961
|
|
4,975
|
|
|
34,986
|
|
na
|
|
|||
|
Total
|
372,036
|
|
324,714
|
|
|
47,322
|
|
15
|
%
|
|||
|
|
|
|
|
|
|
|||||||
Total harvest volume
|
888,327
|
|
839,345
|
|
|
48,982
|
|
6
|
%
|
||||
|
|
|
|
|
|
|
|||||||
Sales Price/Unit
($ per ton)
|
|
|
|
|
|
||||||||
Northern region
|
|
|
|
|
|
||||||||
|
Sawlog
|
$
|
83
|
|
$
|
83
|
|
|
$
|
—
|
|
—
|
%
|
|
Pulpwood
|
$
|
43
|
|
$
|
41
|
|
|
$
|
2
|
|
5
|
%
|
|
Stumpage
|
$
|
9
|
|
$
|
11
|
|
|
$
|
(2
|
)
|
(18
|
)%
|
|
|
|
|
|
|
|
|||||||
Southern region
|
|
|
|
|
|
||||||||
|
Sawlog
|
$
|
40
|
|
$
|
41
|
|
|
$
|
(1
|
)
|
(2
|
)%
|
|
Pulpwood
|
$
|
33
|
|
$
|
32
|
|
|
$
|
1
|
|
3
|
%
|
|
Stumpage
|
$
|
18
|
|
$
|
11
|
|
|
$
|
7
|
|
64
|
%
|
|
Three Months Ended March 31,
|
|
|
|
||||||||
(Dollars in thousands)
|
2015
|
2014
|
|
Increase
(Decrease)
|
Percent Change
|
|||||||
Revenues
|
$
|
89,233
|
|
$
|
87,804
|
|
|
$
|
1,429
|
|
2
|
%
|
Cost of goods sold:
1
|
|
|
|
|
|
|
|
|||||
Fiber costs
|
47,801
|
|
43,308
|
|
|
4,493
|
|
10
|
%
|
|||
Manufacturing costs
|
31,290
|
|
28,920
|
|
|
2,370
|
|
8
|
%
|
|||
Finished goods inventory change
|
(848
|
)
|
(4,124
|
)
|
|
3,276
|
|
(79
|
)%
|
|||
Other
2
|
6,326
|
|
6,029
|
|
|
297
|
|
5
|
%
|
|||
|
84,569
|
|
74,133
|
|
|
10,436
|
|
14
|
%
|
|||
Selling, general and administrative expenses
|
1,164
|
|
964
|
|
|
200
|
|
21
|
%
|
|||
Operating income
|
$
|
3,500
|
|
$
|
12,707
|
|
|
$
|
(9,207
|
)
|
(72
|
)%
|
|
|
|
|
|
|
|||||||
Lumber shipments
(MBF)
|
154,206
|
|
155,596
|
|
|
(1,390
|
)
|
(1
|
)%
|
|||
Lumber sales prices
($ per MBF)
|
$
|
386
|
|
$
|
402
|
|
|
$
|
(16
|
)
|
(4
|
)%
|
|
Three Months Ended March 31,
|
|
|
||||||||||
(Dollars in thousands)
|
2015
|
2014
|
|
Decrease
|
Percent Change
|
||||||||
Revenues
|
$
|
3,111
|
|
$
|
14,439
|
|
|
$
|
(11,328
|
)
|
(78
|
)%
|
|
Cost of goods sold:
|
|
|
|
|
|
|
|||||||
Basis of real estate sold
|
471
|
|
5,167
|
|
|
4,696
|
|
91
|
%
|
||||
Other
|
451
|
|
440
|
|
|
(11
|
)
|
(3
|
)%
|
||||
|
922
|
|
5,607
|
|
|
4,685
|
|
84
|
%
|
||||
Selling, general and administrative expenses
|
590
|
|
561
|
|
|
29
|
|
5
|
%
|
||||
Operating income
|
$
|
1,599
|
|
$
|
8,271
|
|
|
$
|
(6,672
|
)
|
(81
|
)%
|
|
|
|
|
|
|
|
||||||||
|
2015
|
|
2014
|
||||||||||
|
Acres Sold
|
Average
Price/Acre
|
|
Acres Sold
|
Average
Price/Acre
|
||||||||
Higher and better use (HBU)
|
243
|
|
$
|
3,587
|
|
|
68
|
|
$
|
2,783
|
|
||
Rural real estate
|
1,122
|
|
$
|
1,324
|
|
|
13,203
|
|
$
|
1,066
|
|
||
Non-strategic timberland
|
788
|
|
$
|
903
|
|
|
228
|
|
$
|
793
|
|
||
Total
|
2,153
|
|
|
|
13,499
|
|
|
•
|
cash and short-term investments of
$28.0 million
;
|
•
|
credit agreement borrowing capacity of $248.6 million; and
|
•
|
long-term debt of
$629.6 million
.
|
•
|
$24.4 million
in 2015 and
|
•
|
$40.0 million
in 2014.
|
|
Covenant Requirements
|
|
Actuals at
March 31, 2015
|
Minimum Interest Coverage Ratio
|
3.00 to 1.00
|
|
5.94 to 1.00
|
Maximum Leverage Ratio
|
40%
|
|
25%
|
Maximum Allowable Acres that may be Sold
|
480,000
|
|
8,975
|
|
EXPECTED MATURITY DATE
|
||||||||||||||||||||
(Dollars in thousands)
|
2015
|
2016
|
2017
|
2018
|
2019
|
THEREAFTER
|
TOTAL
|
||||||||||||||
Variable rate debt:
|
|
|
|
|
|
|
|
||||||||||||||
Principal due
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
40,000
|
|
$
|
80,000
|
|
$
|
120,000
|
|
Average interest rate
|
|
|
|
|
1.91
|
%
|
2.16
|
%
|
2.07
|
%
|
|||||||||||
Fair value at 3/31/15
|
|
|
|
|
|
|
$
|
120,000
|
|
||||||||||||
Fixed rate debt:
|
|
|
|
|
|
|
|
||||||||||||||
Principal due
|
$
|
22,500
|
|
$
|
5,000
|
|
$
|
11,000
|
|
$
|
14,250
|
|
$
|
150,000
|
|
$
|
307,335
|
|
$
|
510,085
|
|
Average interest rate
|
6.95
|
%
|
8.80
|
%
|
5.64
|
%
|
8.88
|
%
|
7.50
|
%
|
5.06
|
%
|
6.02
|
%
|
|||||||
Fair value at 3/31/15
|
|
|
|
|
|
|
$
|
538,479
|
|
||||||||||||
Interest rate swaps
1
:
|
|
|
|
|
|
|
|
||||||||||||||
Fixed to variable
|
$
|
280
|
|
$
|
72
|
|
$
|
175
|
|
$
|
611
|
|
$
|
240
|
|
$
|
—
|
|
$
|
1,378
|
|
Fair value at 3/31/15
|
|
|
|
|
|
|
$
|
1,378
|
|
||||||||||||
1
Interest rate swaps are included in long-term debt and the offsetting derivative assets are included in other assets and other noncurrent assets on the
Condensed Consolidated Balance Sheets
. See
Note 7: Financial Instruments
for additional information.
|
|
|
POTLATCH CORPORATION
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
By
|
/s/ Stephanie A. Brady
|
|
|
|
Stephanie A. Brady
|
|
|
|
Controller
|
|
|
|
(Duly Authorized; Principal Accounting Officer)
|
|
|
|
|
Date:
|
May 1, 2015
|
|
|
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
(3)(a)*
|
|
Second Restated Certificate of Incorporation of the Registrant, effective February 3, 2006, filed as Exhibit 99.2 to the Current Report on Form 8-K filed by the Registrant on February 6, 2006.
|
|
|
|
(3)(b)*
|
|
Bylaws of the Registrant, as amended through February 18, 2009, filed as Exhibit (3)(b) to the Current Report on Form 8-K filed by the Registrant on February 20, 2009.
|
|
|
|
(4)
|
|
Registrant undertakes to furnish to the Commission, upon request, any instrument defining the rights of holders of long-term debt.
|
|
|
|
(10)(a)*
|
|
2015 Form Restricted Stock Unit Award Notice and Award Agreement, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on February 17, 2015.
|
|
|
|
(10)(b)*
|
|
2015 Form Performance Share Award Notice and Award Agreement, filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on February 17, 2015.
|
|
|
|
(10)(c)
|
|
First Amendment to Amended and Restated Credit Agreement dated January 16, 2015.
|
|
|
|
(31)
|
|
Rule 13a-14(a)/15d-14(a) Certifications.
|
|
|
|
(32)
|
|
Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350.
|
|
|
|
101
|
|
The following financial information from Potlatch Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed on May 1, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Income for the three months ended March 31, 2015 and 2014, (ii) the Consolidated Statements of Comprehensive Income for the three months ended March 31, 2015 and 2014, (iii) the Condensed Consolidated Balance Sheets at March 31, 2015 and December 31, 2014, (iv) the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2015 and 2014, and (v) the Notes to Consolidated Financial Statements.
|
1.
|
I have reviewed this report on Form 10-Q of Potlatch Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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May 1, 2015
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/S/ MICHAEL J. COVEY
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Michael J. Covey
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Chief Executive Officer
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1.
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I have reviewed this report on Form 10-Q of Potlatch Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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May 1, 2015
|
|
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/S/ JERALD W. RICHARDS
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|
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Jerald W. Richards
|
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Vice President and Chief Financial Officer
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(1)
|
the Quarterly Report of the Company on Form 10-Q for the period ended
March 31, 2015
, as filed with the Securities and Exchange Commission on the date hereof (the Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/S/ MICHAEL J. COVEY
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Michael J. Covey
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Chief Executive Officer
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May 1, 2015
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(1)
|
the Quarterly Report of the Company on Form 10-Q for the period ended
March 31, 2015
, as filed with the Securities and Exchange Commission on the date hereof (the Report), fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and
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(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/S/ JERALD W. RICHARDS
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Jerald W. Richards
|
Vice President and Chief Financial Officer
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May 1, 2015
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