[10-Q] PotlatchDeltic Corporation Quarterly Earnings Report
PotlatchDeltic (PCH) Q2 2025 10-Q highlights
- Revenue: $274.9 m, down 14% YoY; six-month revenue $543.2 m (-1%).
- Earnings: Net income fell 46% to $7.4 m ($0.09 diluted EPS). Six-month profit $33.2 m vs. $13.4 m LY.
- Segment drivers: Timberlands revenue +3% to $101.7 m; Wood Products +12% to $171.8 m; Real Estate plunged 70% to $29.1 m, explaining most of the top-line decline. Adjusted EBITDDA dropped 45% to $64.0 m.
- Margins: Operating margin slipped to 5.0% from 5.4%; interest expense up 20% to $10.4 m.
- Cash flow & liquidity: H1 operating cash flow $90.1 m (-23%); capex $33.2 m; $60.0 m of buybacks and $70.2 m dividends drove cash down to $95.3 m from $151.6 m YE-24. Net debt decreased $ |27 m to $940 m; leverage remains below 3× Adj. EBITDDA.
- Capital returns: 1.51 m shares repurchased in H1; $30 m capacity left on 2022 $200 m program. Quarterly dividend maintained at $0.45.
- Equity & OCI: Shareholders’ equity declined to $1.92 bn as cash-flow-hedge OCI fell $24.3 m and deficit widened on payouts.
- Outlook signals: Management cites volatile lumber prices, reduced rural-land sales and higher borrowing costs; evaluating climate-related revenue streams but no guidance issued.
PotlatchDeltic (PCH) evidenze del 10-Q del secondo trimestre 2025
- Ricavi: 274,9 milioni di dollari, in calo del 14% su base annua; ricavi semestrali a 543,2 milioni (-1%).
- Utile: Utile netto sceso del 46% a 7,4 milioni di dollari (EPS diluito di 0,09$). Utile semestrale di 33,2 milioni contro 13,4 milioni dell’anno precedente.
- Settori trainanti: Ricavi da foreste +3% a 101,7 milioni; prodotti in legno +12% a 171,8 milioni; immobiliare in forte calo del 70% a 29,1 milioni, principale causa della diminuzione dei ricavi complessivi. EBITDDA rettificato in calo del 45% a 64,0 milioni.
- Margini: Margine operativo sceso al 5,0% dal 5,4%; oneri finanziari aumentati del 20% a 10,4 milioni.
- Flusso di cassa e liquidità: Flusso operativo primo semestre a 90,1 milioni (-23%); investimenti in capitale a 33,2 milioni; riacquisti azionari per 60,0 milioni e dividendi per 70,2 milioni hanno ridotto la liquidità a 95,3 milioni da 151,6 milioni a fine 2024. Debito netto diminuito di 27 milioni a 940 milioni; leva finanziaria sotto 3× EBITDDA rettificato.
- Ritorni sul capitale: 1,51 milioni di azioni riacquistate nel primo semestre; capacità residua di 30 milioni sul programma 2022 da 200 milioni. Dividendo trimestrale confermato a 0,45$.
- Patrimonio netto e OCI: Patrimonio netto sceso a 1,92 miliardi di dollari; OCI da coperture di flussi di cassa diminuito di 24,3 milioni con aumento del deficit per distribuzioni.
- Prospettive: La direzione segnala volatilità nei prezzi del legname, riduzione delle vendite di terreni rurali e costi di indebitamento più elevati; valutazione di nuove entrate legate al clima, ma senza indicazioni ufficiali.
Aspectos destacados del 10-Q del segundo trimestre de 2025 de PotlatchDeltic (PCH)
- Ingresos: 274,9 millones de dólares, una caída del 14% interanual; ingresos semestrales de 543,2 millones (-1%).
- Ganancias: Utilidad neta disminuyó un 46% a 7,4 millones de dólares (EPS diluido de 0,09$). Ganancia semestral de 33,2 millones frente a 13,4 millones el año anterior.
- Impulsores por segmento: Ingresos de tierras forestales +3% a 101,7 millones; productos de madera +12% a 171,8 millones; bienes raíces cayó un 70% a 29,1 millones, principal causa de la disminución en ingresos. EBITDA ajustado bajó un 45% a 64,0 millones.
- Márgenes: Margen operativo bajó a 5,0% desde 5,4%; gastos por intereses aumentaron un 20% a 10,4 millones.
- Flujo de caja y liquidez: Flujo operativo en el primer semestre 90,1 millones (-23%); capex 33,2 millones; recompras por 60,0 millones y dividendos por 70,2 millones redujeron el efectivo a 95,3 millones desde 151,6 millones a fin de 2024. Deuda neta bajó 27 millones a 940 millones; apalancamiento por debajo de 3× EBITDA ajustado.
- Retornos de capital: 1,51 millones de acciones recompradas en el primer semestre; capacidad restante de 30 millones en el programa 2022 de 200 millones. Dividendo trimestral mantenido en 0,45$.
- Patrimonio y OCI: Patrimonio neto disminuyó a 1,92 mil millones; OCI por cobertura de flujos de efectivo cayó 24,3 millones y el déficit aumentó por pagos.
- Señales para el futuro: La gerencia menciona volatilidad en precios de la madera, reducción en ventas de tierras rurales y mayores costos de endeudamiento; evaluando ingresos relacionados con el clima pero sin emitir guía.
PotlatchDeltic (PCH) 2025년 2분기 10-Q 주요 내용
- 매출: 2억 7,490만 달러로 전년 동기 대비 14% 감소; 반기 매출 5억 4,320만 달러(-1%).
- 수익: 순이익 46% 감소한 740만 달러(희석 주당순이익 0.09달러). 반기 순이익 3,320만 달러로 전년 1,340만 달러 대비 증가.
- 부문별 동향: 임야 매출 3% 증가한 1억 1,700만 달러; 목재 제품 12% 증가한 1억 7,180만 달러; 부동산 매출은 70% 급감한 2,910만 달러로 전체 매출 감소의 주요 원인. 조정 EBITDA는 45% 감소한 6,400만 달러.
- 마진: 영업 마진은 5.4%에서 5.0%로 하락; 이자 비용은 20% 증가한 1,040만 달러.
- 현금 흐름 및 유동성: 상반기 영업 현금 흐름 9,010만 달러(-23%); 자본 지출 3,320만 달러; 6,000만 달러 규모 자사주 매입과 7,020만 달러 배당금 지급으로 현금 잔액이 2024년 말 1억 5,160만 달러에서 9,530만 달러로 감소. 순부채는 2,700만 달러 감소한 9억 4,000만 달러; 조정 EBITDA 대비 부채비율 3배 미만 유지.
- 자본 환원: 상반기에 151만 주 자사주 매입; 2022년 2억 달러 프로그램 중 3,000만 달러 남음. 분기 배당금 0.45달러 유지.
- 자본 및 OCI: 주주 자본 19억 2,000만 달러로 감소; 현금흐름 헤지 OCI 2,430만 달러 감소 및 배당금 지급으로 적자 확대.
- 전망 신호: 경영진은 목재 가격 변동성, 농촌 토지 매출 감소, 차입 비용 증가를 언급; 기후 관련 수익원 평가 중이나 가이던스는 미제공.
Points clés du 10-Q du 2e trimestre 2025 de PotlatchDeltic (PCH)
- Chiffre d'affaires : 274,9 M$, en baisse de 14 % en glissement annuel ; chiffre d'affaires semestriel de 543,2 M$ (-1 %).
- Bénéfices : Résultat net en baisse de 46 % à 7,4 M$ (BPA dilué de 0,09 $). Bénéfice semestriel de 33,2 M$ contre 13,4 M$ l’an dernier.
- Facteurs par segment : Revenus des terres forestières en hausse de 3 % à 101,7 M$ ; produits du bois +12 % à 171,8 M$ ; immobilier en forte baisse de 70 % à 29,1 M$, principal moteur de la baisse du chiffre d’affaires. EBITDA ajusté en recul de 45 % à 64,0 M$.
- Marges : Marge opérationnelle en légère baisse à 5,0 % contre 5,4 % ; charges d’intérêts en hausse de 20 % à 10,4 M$.
- Flux de trésorerie et liquidités : Flux de trésorerie opérationnel du premier semestre à 90,1 M$ (-23 %) ; investissements à 33,2 M$ ; rachats d’actions pour 60,0 M$ et dividendes pour 70,2 M$ ont fait chuter la trésorerie de 151,6 M$ fin 2024 à 95,3 M$. Dette nette en baisse de 27 M$ à 940 M$ ; levier financier inférieur à 3× l’EBITDA ajusté.
- Retour sur capital : 1,51 M d’actions rachetées au premier semestre ; capacité restante de 30 M$ sur le programme 2022 de 200 M$. Dividende trimestriel maintenu à 0,45 $.
- Capitaux propres et OCI : Capitaux propres en baisse à 1,92 Md$ ; OCI lié aux couvertures de flux de trésorerie en baisse de 24,3 M$ et déficit creusé par les distributions.
- Perspectives : La direction évoque la volatilité des prix du bois, la baisse des ventes de terrains ruraux et la hausse des coûts d’emprunt ; évalue des sources de revenus liées au climat sans fournir de prévisions.
PotlatchDeltic (PCH) Highlights des 10-Q für Q2 2025
- Umsatz: 274,9 Mio. USD, Rückgang um 14 % im Jahresvergleich; Halbjahresumsatz 543,2 Mio. USD (-1 %).
- Gewinn: Nettogewinn fiel um 46 % auf 7,4 Mio. USD (verwässertes EPS 0,09 USD). Halbjahresgewinn 33,2 Mio. USD gegenüber 13,4 Mio. USD im Vorjahr.
- Segmenttreiber: Umsätze im Bereich Waldflächen stiegen um 3 % auf 101,7 Mio. USD; Holzprodukte +12 % auf 171,8 Mio. USD; Immobilien brachen um 70 % auf 29,1 Mio. USD ein, was den Großteil des Umsatzrückgangs erklärt. Bereinigtes EBITDA sank um 45 % auf 64,0 Mio. USD.
- Margen: Operative Marge fiel von 5,4 % auf 5,0 %; Zinsaufwand stieg um 20 % auf 10,4 Mio. USD.
- Cashflow & Liquidität: Operativer Cashflow im ersten Halbjahr 90,1 Mio. USD (-23 %); Investitionen 33,2 Mio. USD; Aktienrückkäufe von 60,0 Mio. USD und Dividenden von 70,2 Mio. USD führten zu einem Rückgang der liquiden Mittel von 151,6 Mio. USD Ende 2024 auf 95,3 Mio. USD. Nettoverschuldung sank um 27 Mio. USD auf 940 Mio. USD; Verschuldungsgrad bleibt unter dem 3-fachen des bereinigten EBITDA.
- Kapitalrückflüsse: 1,51 Mio. Aktien im ersten Halbjahr zurückgekauft; 30 Mio. USD Kapazität im Rahmen des 2022er Programms von 200 Mio. USD verbleibend. Quartalsdividende bei 0,45 USD gehalten.
- Eigenkapital & OCI: Eigenkapital sank auf 1,92 Mrd. USD; OCI aus Cashflow-Hedges sank um 24,3 Mio. USD, Defizit durch Ausschüttungen ausgeweitet.
- Ausblick: Management verweist auf volatile Holzpreise, geringere Verkäufe von ländlichen Grundstücken und höhere Kreditkosten; prüft klimabezogene Erlösquellen, gibt jedoch keine Prognose ab.
- Timberlands revenue grew 3% YoY, indicating resilient log demand despite macro headwinds.
- Long-term debt down $27 m since YE-24, modestly strengthening balance sheet.
- Share count reduced by 1.8% through $60 m buybacks, enhancing per-share ownership.
- Dividend maintained at $0.45, offering a ~4% annualized yield.
- Total revenue fell 14% and EPS dropped 47% YoY, driven by a 70% decline in Real Estate sales.
- Adjusted EBITDDA down 45%, highlighting margin compression and lower land profits.
- Operating cash flow fell 23% while $130 m was returned to shareholders, cutting cash reserves 37%.
- Comprehensive loss of $7.9 m due to hedge valuation swings; OCI now $89.5 m vs. $114.1 m YE-24.
Insights
TL;DR: Earnings pressure from Real Estate slump eclipsed modest timber strength; cash outflows for buybacks limit flexibility.
Revenue contraction and a 47% EPS drop mark a weaker quarter. Real Estate sales, a historically lumpy but high-margin contributor, collapsed 70%, explaining the sharp fall in Adjusted EBITDDA. Timberlands posted solid log pricing, and Wood Products benefited from higher lumber shipments, yet interest expense and hedge amortization eroded gains. Cash deployment to dividends and buybacks exceeded operating inflows, slicing the cash balance by one-third; leverage is still manageable at ~2.9× but liquidity cushion narrowed. With only $30 m buyback capacity left and no guidance, investors should expect continued earnings volatility tied to lumber and land transactions.
TL;DR: Fundamental thesis unchanged; timber asset value intact, but near-term catalysts scarce.
Core asset quality—2.1 m acres of timberland—remains a long-term inflation hedge. Debt maturities are laddered, swaps lock-in sub-5% rates, and the REIT continues a 4% cash yield. However, absent sizable rural or development land deals, earnings power hinges on lumber pricing, which is cyclical and rate-sensitive. The share count fell 1.8% YTD, but at the cost of cash. I view the quarter as neutral for valuation: NAV support persists, yet lower EBITDA lowers DCF; rating 0.
PotlatchDeltic (PCH) evidenze del 10-Q del secondo trimestre 2025
- Ricavi: 274,9 milioni di dollari, in calo del 14% su base annua; ricavi semestrali a 543,2 milioni (-1%).
- Utile: Utile netto sceso del 46% a 7,4 milioni di dollari (EPS diluito di 0,09$). Utile semestrale di 33,2 milioni contro 13,4 milioni dell’anno precedente.
- Settori trainanti: Ricavi da foreste +3% a 101,7 milioni; prodotti in legno +12% a 171,8 milioni; immobiliare in forte calo del 70% a 29,1 milioni, principale causa della diminuzione dei ricavi complessivi. EBITDDA rettificato in calo del 45% a 64,0 milioni.
- Margini: Margine operativo sceso al 5,0% dal 5,4%; oneri finanziari aumentati del 20% a 10,4 milioni.
- Flusso di cassa e liquidità: Flusso operativo primo semestre a 90,1 milioni (-23%); investimenti in capitale a 33,2 milioni; riacquisti azionari per 60,0 milioni e dividendi per 70,2 milioni hanno ridotto la liquidità a 95,3 milioni da 151,6 milioni a fine 2024. Debito netto diminuito di 27 milioni a 940 milioni; leva finanziaria sotto 3× EBITDDA rettificato.
- Ritorni sul capitale: 1,51 milioni di azioni riacquistate nel primo semestre; capacità residua di 30 milioni sul programma 2022 da 200 milioni. Dividendo trimestrale confermato a 0,45$.
- Patrimonio netto e OCI: Patrimonio netto sceso a 1,92 miliardi di dollari; OCI da coperture di flussi di cassa diminuito di 24,3 milioni con aumento del deficit per distribuzioni.
- Prospettive: La direzione segnala volatilità nei prezzi del legname, riduzione delle vendite di terreni rurali e costi di indebitamento più elevati; valutazione di nuove entrate legate al clima, ma senza indicazioni ufficiali.
Aspectos destacados del 10-Q del segundo trimestre de 2025 de PotlatchDeltic (PCH)
- Ingresos: 274,9 millones de dólares, una caída del 14% interanual; ingresos semestrales de 543,2 millones (-1%).
- Ganancias: Utilidad neta disminuyó un 46% a 7,4 millones de dólares (EPS diluido de 0,09$). Ganancia semestral de 33,2 millones frente a 13,4 millones el año anterior.
- Impulsores por segmento: Ingresos de tierras forestales +3% a 101,7 millones; productos de madera +12% a 171,8 millones; bienes raíces cayó un 70% a 29,1 millones, principal causa de la disminución en ingresos. EBITDA ajustado bajó un 45% a 64,0 millones.
- Márgenes: Margen operativo bajó a 5,0% desde 5,4%; gastos por intereses aumentaron un 20% a 10,4 millones.
- Flujo de caja y liquidez: Flujo operativo en el primer semestre 90,1 millones (-23%); capex 33,2 millones; recompras por 60,0 millones y dividendos por 70,2 millones redujeron el efectivo a 95,3 millones desde 151,6 millones a fin de 2024. Deuda neta bajó 27 millones a 940 millones; apalancamiento por debajo de 3× EBITDA ajustado.
- Retornos de capital: 1,51 millones de acciones recompradas en el primer semestre; capacidad restante de 30 millones en el programa 2022 de 200 millones. Dividendo trimestral mantenido en 0,45$.
- Patrimonio y OCI: Patrimonio neto disminuyó a 1,92 mil millones; OCI por cobertura de flujos de efectivo cayó 24,3 millones y el déficit aumentó por pagos.
- Señales para el futuro: La gerencia menciona volatilidad en precios de la madera, reducción en ventas de tierras rurales y mayores costos de endeudamiento; evaluando ingresos relacionados con el clima pero sin emitir guía.
PotlatchDeltic (PCH) 2025년 2분기 10-Q 주요 내용
- 매출: 2억 7,490만 달러로 전년 동기 대비 14% 감소; 반기 매출 5억 4,320만 달러(-1%).
- 수익: 순이익 46% 감소한 740만 달러(희석 주당순이익 0.09달러). 반기 순이익 3,320만 달러로 전년 1,340만 달러 대비 증가.
- 부문별 동향: 임야 매출 3% 증가한 1억 1,700만 달러; 목재 제품 12% 증가한 1억 7,180만 달러; 부동산 매출은 70% 급감한 2,910만 달러로 전체 매출 감소의 주요 원인. 조정 EBITDA는 45% 감소한 6,400만 달러.
- 마진: 영업 마진은 5.4%에서 5.0%로 하락; 이자 비용은 20% 증가한 1,040만 달러.
- 현금 흐름 및 유동성: 상반기 영업 현금 흐름 9,010만 달러(-23%); 자본 지출 3,320만 달러; 6,000만 달러 규모 자사주 매입과 7,020만 달러 배당금 지급으로 현금 잔액이 2024년 말 1억 5,160만 달러에서 9,530만 달러로 감소. 순부채는 2,700만 달러 감소한 9억 4,000만 달러; 조정 EBITDA 대비 부채비율 3배 미만 유지.
- 자본 환원: 상반기에 151만 주 자사주 매입; 2022년 2억 달러 프로그램 중 3,000만 달러 남음. 분기 배당금 0.45달러 유지.
- 자본 및 OCI: 주주 자본 19억 2,000만 달러로 감소; 현금흐름 헤지 OCI 2,430만 달러 감소 및 배당금 지급으로 적자 확대.
- 전망 신호: 경영진은 목재 가격 변동성, 농촌 토지 매출 감소, 차입 비용 증가를 언급; 기후 관련 수익원 평가 중이나 가이던스는 미제공.
Points clés du 10-Q du 2e trimestre 2025 de PotlatchDeltic (PCH)
- Chiffre d'affaires : 274,9 M$, en baisse de 14 % en glissement annuel ; chiffre d'affaires semestriel de 543,2 M$ (-1 %).
- Bénéfices : Résultat net en baisse de 46 % à 7,4 M$ (BPA dilué de 0,09 $). Bénéfice semestriel de 33,2 M$ contre 13,4 M$ l’an dernier.
- Facteurs par segment : Revenus des terres forestières en hausse de 3 % à 101,7 M$ ; produits du bois +12 % à 171,8 M$ ; immobilier en forte baisse de 70 % à 29,1 M$, principal moteur de la baisse du chiffre d’affaires. EBITDA ajusté en recul de 45 % à 64,0 M$.
- Marges : Marge opérationnelle en légère baisse à 5,0 % contre 5,4 % ; charges d’intérêts en hausse de 20 % à 10,4 M$.
- Flux de trésorerie et liquidités : Flux de trésorerie opérationnel du premier semestre à 90,1 M$ (-23 %) ; investissements à 33,2 M$ ; rachats d’actions pour 60,0 M$ et dividendes pour 70,2 M$ ont fait chuter la trésorerie de 151,6 M$ fin 2024 à 95,3 M$. Dette nette en baisse de 27 M$ à 940 M$ ; levier financier inférieur à 3× l’EBITDA ajusté.
- Retour sur capital : 1,51 M d’actions rachetées au premier semestre ; capacité restante de 30 M$ sur le programme 2022 de 200 M$. Dividende trimestriel maintenu à 0,45 $.
- Capitaux propres et OCI : Capitaux propres en baisse à 1,92 Md$ ; OCI lié aux couvertures de flux de trésorerie en baisse de 24,3 M$ et déficit creusé par les distributions.
- Perspectives : La direction évoque la volatilité des prix du bois, la baisse des ventes de terrains ruraux et la hausse des coûts d’emprunt ; évalue des sources de revenus liées au climat sans fournir de prévisions.
PotlatchDeltic (PCH) Highlights des 10-Q für Q2 2025
- Umsatz: 274,9 Mio. USD, Rückgang um 14 % im Jahresvergleich; Halbjahresumsatz 543,2 Mio. USD (-1 %).
- Gewinn: Nettogewinn fiel um 46 % auf 7,4 Mio. USD (verwässertes EPS 0,09 USD). Halbjahresgewinn 33,2 Mio. USD gegenüber 13,4 Mio. USD im Vorjahr.
- Segmenttreiber: Umsätze im Bereich Waldflächen stiegen um 3 % auf 101,7 Mio. USD; Holzprodukte +12 % auf 171,8 Mio. USD; Immobilien brachen um 70 % auf 29,1 Mio. USD ein, was den Großteil des Umsatzrückgangs erklärt. Bereinigtes EBITDA sank um 45 % auf 64,0 Mio. USD.
- Margen: Operative Marge fiel von 5,4 % auf 5,0 %; Zinsaufwand stieg um 20 % auf 10,4 Mio. USD.
- Cashflow & Liquidität: Operativer Cashflow im ersten Halbjahr 90,1 Mio. USD (-23 %); Investitionen 33,2 Mio. USD; Aktienrückkäufe von 60,0 Mio. USD und Dividenden von 70,2 Mio. USD führten zu einem Rückgang der liquiden Mittel von 151,6 Mio. USD Ende 2024 auf 95,3 Mio. USD. Nettoverschuldung sank um 27 Mio. USD auf 940 Mio. USD; Verschuldungsgrad bleibt unter dem 3-fachen des bereinigten EBITDA.
- Kapitalrückflüsse: 1,51 Mio. Aktien im ersten Halbjahr zurückgekauft; 30 Mio. USD Kapazität im Rahmen des 2022er Programms von 200 Mio. USD verbleibend. Quartalsdividende bei 0,45 USD gehalten.
- Eigenkapital & OCI: Eigenkapital sank auf 1,92 Mrd. USD; OCI aus Cashflow-Hedges sank um 24,3 Mio. USD, Defizit durch Ausschüttungen ausgeweitet.
- Ausblick: Management verweist auf volatile Holzpreise, geringere Verkäufe von ländlichen Grundstücken und höhere Kreditkosten; prüft klimabezogene Erlösquellen, gibt jedoch keine Prognose ab.
Table of Contents
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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 |
☐ |
|
Smaller Reporting Company |
|
Emerging Growth Company |
|
|
|
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 29, 2025, was
Table of Contents
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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Condensed Consolidated Statements of Operations |
3 |
|
Condensed Consolidated Statements of Comprehensive Income (Loss) |
4 |
|
Condensed Consolidated Balance Sheets |
5 |
|
Condensed Consolidated Statements of Cash Flows |
6 |
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Condensed Consolidated Statements of Stockholders’ Equity |
7 |
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Index for the Notes to Condensed Consolidated Financial Statements |
8 |
|
Notes to Condensed Consolidated Financial Statements |
9 |
ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
22 |
ITEM 3. |
Quantitative and Qualitative Disclosures About Market Risk |
36 |
ITEM 4. |
Controls and Procedures |
36 |
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PART II. - OTHER INFORMATION |
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ITEM 1. |
Legal Proceedings |
36 |
ITEM 1A. |
Risk Factors |
36 |
ITEM 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
37 |
ITEM 5. |
Other Information |
37 |
ITEM 6. |
Exhibits |
38 |
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SIGNATURE |
39 |
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Table of Contents
Part I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)
|
Three Months Ended June 30, |
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Six Months Ended June 30, |
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(in thousands, except per share amounts) |
2025 |
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2024 |
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2025 |
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2024 |
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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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Environmental charge |
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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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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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||||
Net income |
$ |
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|
$ |
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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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|
$ |
|
|
$ |
|
||||
Dividends per share |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
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
Table of Contents
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income (loss), net of tax: |
|
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|
|
|
|
|
|
|
|
|
|
||||
Pension and other postretirement employee benefits |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash flow hedges |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other comprehensive income (loss), net of tax |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Comprehensive income (loss) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except per share amounts) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Customer receivables, net |
|
|
|
|
|
|
||
Inventories, net |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Property, plant and equipment, net |
|
|
|
|
|
|
||
Investment in real estate held for development and sale |
|
|
|
|
|
|
||
Timber and timberlands, net |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Other long-term assets |
|
|
|
|
|
|
||
Total assets |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Current portion of long-term debt |
|
|
|
|
|
|
||
Current portion of pension and other postretirement employee benefits |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Long-term debt |
|
|
|
|
|
|
||
Pension and other postretirement employee benefits |
|
|
|
|
|
|
||
Deferred tax liabilities, net |
|
|
|
|
|
|
||
Other long-term obligations |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
||
Commitments and contingencies |
|
|
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|
|
|
||
Stockholders' equity: |
|
|
|
|
|
|
||
Preferred stock, authorized |
|
|
|
|
|
|
||
Common stock, $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive income |
|
|
|
|
|
|
||
Total stockholders’ equity |
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
2025 |
|
|
2024 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash from operating activities: |
|
|
|
|
|
|
||
Depreciation, depletion and amortization |
|
|
|
|
|
|
||
Basis of real estate sold |
|
|
|
|
|
|
||
Change in deferred taxes |
|
|
( |
) |
|
|
( |
) |
Pension and other postretirement employee benefits |
|
|
|
|
|
|
||
Equity-based compensation expense |
|
|
|
|
|
|
||
Amortization related to redesignated forward-starting interest rate swaps |
|
|
|
|
|
|
||
Interest received under swaps with other-than-insignificant financing element |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
|
|
|
|
||
Change in working capital and operating-related activities, net |
|
|
( |
) |
|
|
( |
) |
Real estate development expenditures |
|
|
( |
) |
|
|
( |
) |
Funding of pension and other postretirement employee benefits |
|
|
( |
) |
|
|
( |
) |
Proceeds from insurance recoveries |
|
|
|
|
|
|
||
Net cash from operating activities |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Property, plant and equipment additions |
|
|
( |
) |
|
|
( |
) |
Timberlands reforestation and roads |
|
|
( |
) |
|
|
( |
) |
Acquisition of timber and timberlands |
|
|
( |
) |
|
|
( |
) |
Interest received under swaps with other-than-insignificant financing element |
|
|
|
|
|
|
||
Other, net |
|
|
|
|
|
|
||
Net cash from investing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Distributions to common stockholders |
|
|
( |
) |
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
Other, net |
|
|
( |
) |
|
|
( |
) |
Net cash from financing activities |
|
|
( |
) |
|
|
( |
) |
Change in cash, cash equivalents and restricted cash |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
NONCASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Accrued property, plant and equipment additions |
|
$ |
|
|
$ |
|
||
Accrued timberlands reforestation and roads |
|
$ |
|
|
$ |
|
||
Repurchase of common stock pending settlement |
|
$ |
|
|
$ |
|
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, 2025 |
|
|
June 30, 2024 |
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash included in other current and long-term assets1 |
|
|
|
|
|
|
||
Total cash, cash equivalents, and restricted cash |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
PotlatchDeltic Corporation and Consolidated Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
|
|
Common Stock |
|
|
Additional Paid- |
|
|
Accumulated |
|
|
Accumulated Other |
|
|
Total Stockholders' |
|
|||||||||
(in thousands, except per share amounts) |
|
Shares |
|
|
Amount |
|
|
in Capital |
|
|
Deficit |
|
|
Income |
|
|
Equity |
|
||||||
Balance, December 31, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
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, March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
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, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock |
|
|
Additional Paid- |
|
|
Accumulated |
|
|
Accumulated Other |
|
|
Total Stockholders' |
|
|||||||||
(in thousands, except per share amounts) |
|
Shares |
|
|
Amount |
|
|
in Capital |
|
|
Deficit |
|
|
Income |
|
|
Equity |
|
||||||
Balance, December 31, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
|||||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Shares issued for stock compensation |
|
|
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
||
Equity-based compensation expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Pension plans and OPEB obligations, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Cash flow hedges, net of tax |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Dividends on common stock, $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other transactions, net |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
— |
|
|
|
|
||
Balance, March 31, 2024 |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||||
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, 2024 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
Table of Contents
INDEX FOR THE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
|
Note 1: Basis of Presentation |
9 |
Note 2: Segment Information |
10 |
Note 3: Earnings Per Share |
15 |
Note 4: Certain Balance Sheet Components |
16 |
Note 5: Debt |
16 |
Note 6: Derivative Instruments |
17 |
Note 7: Fair Value Measurements |
18 |
Note 8: Equity-Based Compensation |
18 |
Note 9: Income Taxes |
19 |
Note 10: Leases |
20 |
Note 11: Pension and Other Postretirement Employee Benefits |
21 |
Note 12: Components of Accumulated Other Comprehensive Income |
21 |
8
Table of Contents
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
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, 2024, as filed with the Securities and Exchange Commission on February 13, 2025. 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
We are, from time to time, subject to various claims and legal proceedings that arise in the normal course of business. Based on the information currently available, we do not anticipate that any amounts we may be required to pay in connection with these matters will have a material adverse effect on our consolidated financial position, operating results or net cash flows.
In May 2025, we paid $
Recently Adopted Accounting Standards
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 require that public entities, on an annual basis, (i) disclose specific categories in the income tax rate reconciliation and (ii) provide additional information for reconciling items, including disaggregation by jurisdiction, that meet a quantitative threshold prescribed by the standard. ASU 2023-09 should be applied on a prospective basis; however, retrospective application is permitted. The adoption of this ASU on January 1, 2025 will be reflected in our annual financial statements for the year ended December 31, 2025. As ASU 2023-09 impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.
Recent Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated quantitative disclosure in the notes to the financial statements of prescribed expense categories included within relevant income statement expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. Management is currently evaluating this ASU. As the standard impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.
9
Table of Contents
Reclassifications
Certain prior period reclassifications were made to conform with current period presentation. These reclassifications had no effect on reported net loss, net loss per share, comprehensive income, cash flows, total assets, total liabilities, or shareholders’ equity as previously reported.
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 as if the sales were to third parties, 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) |
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Timberlands |
|
|
|
|
|
|
|
|
|
|
|
||||
Northern region |
|
|
|
|
|
|
|
|
|
|
|
||||
Sawlogs |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Pulpwood |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Northern revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Southern region |
|
|
|
|
|
|
|
|
|
|
|
||||
Sawlogs |
|
|
|
|
|
|
|
|
|
|
|
||||
Pulpwood |
|
|
|
|
|
|
|
|
|
|
|
||||
Stumpage |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Southern revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||
Total Timberlands revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Wood Products |
|
|
|
|
|
|
|
|
|
|
|
||||
Lumber |
|
|
|
|
|
|
|
|
|
|
|
||||
Residuals and Panels |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Wood Products revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
||||
Rural real estate |
|
|
|
|
|
|
|
|
|
|
|
||||
Development real estate |
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
||||
Total Real Estate revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total segment revenues |
|
|
|
|
|
|
|
|
|
|
|
||||
Intersegment Timberlands revenues1 |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total consolidated revenues |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
10
Table of Contents
The company’s chief operating decision maker (CODM) uses segment information to assess performance, allocate capital and personnel, budget and forecast, and determine compensation of certain employees, among other things. The CODM uses Adjusted EBITDDA to evaluate the operating performance and effectiveness of operating strategies of our segments and allocation of resources to them.
EBITDDA is calculated as net income (loss) before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses. Our calculation of Adjusted EBITDDA may not be comparable to that reported by other companies.
The following tables summarize information for each of the company’s reportable segments and include a reconciliation of Segment operating income (loss) as the closest measurement to GAAP for the reportable segments to Segment Adjusted EBITDDA.
|
|
Three Months Ended June 30, 2025 |
|
|||||||||||||
(in thousands) |
|
Timberlands |
|
|
Wood Products |
|
|
Real Estate |
|
|
Total |
|
||||
Revenues from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment Timberlands revenues1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of goods sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber costs2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Freight, logging and hauling2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing costs2,3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finished goods inventory change2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other4 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment selling, general and administrative expenses5 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization6 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on disposal of assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Adjusted EBITDDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The footnotes below the table for the six months ended June 30, 2024 are also applicable to the above table.
11
Table of Contents
|
|
Three Months Ended June 30, 2024 |
|
|||||||||||||
(in thousands) |
|
Timberlands |
|
|
Wood Products |
|
|
Real Estate |
|
|
Total |
|
||||
Revenues from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment Timberlands revenues1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of goods sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber costs2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Freight, logging and hauling2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing costs2,3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finished goods inventory change2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other4 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment selling, general and administrative expenses5 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization6 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on disposal of assets |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Segment Adjusted EBITDDA |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
The footnotes below the table for the six months ended June 30, 2024 are also applicable to the above table.
|
|
Six Months Ended June 30, 2025 |
|
|||||||||||||
(in thousands) |
|
Timberlands |
|
|
Wood Products |
|
|
Real Estate |
|
|
Total |
|
||||
Revenues from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment Timberlands revenues1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of goods sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber costs2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Freight, logging and hauling2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing costs2,3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finished goods inventory change2 |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Depreciation, depletion and amortization2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other4 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment selling, general and administrative expenses5 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization6 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss on disposal of assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment Adjusted EBITDDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The footnotes below the table for the six months ended June 30, 2024 are also applicable to the above table.
12
Table of Contents
|
|
Six Months Ended June 30, 2024 |
|
|||||||||||||
(in thousands) |
|
Timberlands |
|
|
Wood Products |
|
|
Real Estate |
|
|
Total |
|
||||
Revenues from external customers |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Intersegment Timberlands revenues1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of goods sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fiber costs2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Freight, logging and hauling2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Manufacturing costs2,3 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Finished goods inventory change2 |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Depreciation, depletion and amortization2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other4 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment selling, general and administrative expenses5 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Segment operating income (loss) |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation, depletion and amortization6 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis in real estate sold |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain on disposal of assets |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Segment Adjusted EBITDDA |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|
$ |
|
Timberlands - forest management, roads, employee wages and benefits and property taxes.
Wood Products - pension and other post-retirement benefit plan service costs for active plan participants.
Real Estate - land sale commissions, land sale closing costs, property taxes, and costs from the company-owned country club.
13
Table of Contents
The following table reconciles Total Segment Adjusted EBITDDA to Total Adjusted EBITDDA and Income before income taxes. Corporate information is included to reconcile segment data to the Condensed Consolidated Financial Statements.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Total Segment Adjusted EBITDDA |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Corporate Adjusted EBITDDA1 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Eliminations and adjustments2 |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total Adjusted EBITDDA |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Depreciation, depletion and amortization3 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Basis in real estate sold |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Environmental charge |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Non-operating pension and other postretirement employee benefits |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Loss (gain) on disposal of assets |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Other |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Income before income taxes |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The following tables summarize additional reportable segment financial information:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Depreciation, depletion and amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Timberlands |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Wood Products |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real Estate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Bond discounts and deferred loan fees1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total depreciation, depletion and amortization |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basis of real estate sold: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real Estate |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Eliminations and adjustments |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total basis of real estate sold |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Assets: |
|
|
|
|
|
|
||
Timberlands1 |
|
$ |
|
|
$ |
|
||
Wood Products |
|
|
|
|
|
|
||
Real Estate2 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total consolidated assets |
|
$ |
|
|
$ |
|
14
Table of Contents
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Capital Expenditures:1 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Timberlands |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Wood Products |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Real Estate2 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total capital expenditures |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
NOTE 3. EARNINGS PER SHARE
The following table reconciles the number of shares used in calculating basic and diluted earnings per share:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Basic weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental shares due to: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance shares |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Diluted weighted-average shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
For stock-based awards, the dilutive effect is calculated using the treasury stock method. Under this method, the dilutive effect is computed as if the shares subject to the awards were outstanding at the beginning of the period (or at time of issuance, if later) and assumes the related proceeds were used to repurchase common stock at the average market price during the period. Related proceeds include future compensation cost associated with the stock award.
For the three and six months ended June 30, 2025, there were approximately
Share Repurchase Program
On August 31, 2022, our board of directors authorized management to repurchase up to $
We record share repurchases upon trade date as opposed to the settlement date. We record a liability to account for repurchases that have not been cash settled. We retire shares upon repurchase. Any excess repurchase price over par is recorded in accumulated deficit.
15
Table of Contents
NOTE 4. CERTAIN BALANCE SHEET COMPONENTS
Inventories
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Logs |
|
$ |
|
|
$ |
|
||
Lumber, panels and veneer |
|
|
|
|
|
|
||
Materials and supplies |
|
|
|
|
|
|
||
Total inventories |
|
|
|
|
|
|
||
Less: LIFO reserve |
|
|
( |
) |
|
|
( |
) |
Total inventories, net |
|
$ |
|
|
$ |
|
Property, plant and equipment
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Property, plant and equipment |
|
$ |
|
|
$ |
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Total property, plant and equipment, net |
|
$ |
|
|
$ |
|
Timber and timberlands
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Timber and timberlands, net |
|
$ |
|
|
$ |
|
||
Logging roads, net |
|
|
|
|
|
|
||
Total timber and timberlands, net |
|
$ |
|
|
$ |
|
Accounts payable and accrued liabilities
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued payroll and benefits |
|
$ |
|
|
$ |
|
||
Accounts payable |
|
|
|
|
|
|
||
Deferred revenue1 |
|
|
|
|
|
|
||
Accrued taxes |
|
|
|
|
|
|
||
Accrued interest |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
1. |
Deferred revenue predominately relates to hunting and other access rights on our timberlands, payments received for lumber shipments where control of goods has not transferred, member-related activities at an owned country club and any post-close obligations for real estate sales. These deferred revenues are recognized over the term of the respective contract, which is typically twelve months or less, except for country club initiation fees which are recognized over the average life of club membership. |
NOTE 5. DEBT
TERM LOANS
At June 30, 2025, approximately $
16
Table of Contents
CREDIT AGREEMENT
Our Third Amended Credit Agreement (as amended, the Amended Credit Agreement) provides for a $
NOTE 6. DERIVATIVE INSTRUMENTS
From time to time, we enter into derivative financial instruments to manage certain cash flow and fair value risks. Derivatives designated and qualifying as a hedge of the exposure to variability in the cash flows of a specific asset or liability that is attributable to a particular risk, such as interest rate risk, are considered cash flow hedges. All our cash flow hedges are expected to be highly effective in achieving offsetting cash flows attributable to the hedged interest rate risk through the term of the hedges.
At June 30, 2025, we had interest rate swaps associated with $
The gross fair values of derivative instruments on our Condensed Consolidated Balance Sheets were as follows:
(in thousands) |
|
Location |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Derivatives designated in cash flow hedging relationships: |
|
|||||||||
Interest rate contracts |
|
Other assets, current1 |
|
$ |
|
|
$ |
|
||
Interest rate contracts |
|
Other assets, non-current |
|
|
|
|
|
|
||
|
|
|
|
$ |
|
|
$ |
|
The following table details the effect of derivatives on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income (Loss):
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
Location |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Derivatives designated in cash flow hedging relationships: |
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) income recognized in other comprehensive income (loss), net of tax |
|
|
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
$ |
|
||
Amounts reclassified from accumulated other comprehensive income to income, net of tax1 |
|
Interest expense, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
1. |
Realized gains and losses on interest rate contracts consist of realized net cash received or paid and interest accruals on the interest rate swaps during the periods in addition to amortization of amounts out of other comprehensive income (loss) related to certain terminated hedges and adjustments to interest expense resulting from amortization of inception value of certain off-market designated hedges. For the six months ended June 30, 2025 and 2024, we amortized approximately $ |
At June 30, 2025, the amount of net gains expected to be reclassified into earnings in the next 12 months is approximately $
17
Table of Contents
NOTE 7. FAIR VALUE MEASUREMENTS
The following table presents the estimated fair values of our financial instruments:
|
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||||||||||
(in thousands) |
|
Carrying |
|
|
Fair |
|
|
Carrying |
|
|
Fair |
|
||||
Derivative assets related to interest rate swaps (Level 2) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term debt, including current portion (Level 2)1 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Company owned life insurance asset (COLI) (Level 3) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
1. |
The carrying amount of long-term debt includes principal and unamortized discounts. |
The fair value of interest rate swaps is determined using a discounted cash flow analysis, based on third-party sources, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity and uses observable market-based inputs, including interest rate forward curves.
The fair value of our long-term debt is estimated based upon quoted market prices for similar debt issues or estimated based on average market prices for comparable debt when there is no quoted market price.
The contract value of our company owned life insurance is based on the amount at which it could be redeemed and, accordingly, approximates fair value.
We believe that our other financial instruments, including cash and cash equivalents, restricted cash, receivables and payables have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments.
NOTE 8. EQUITY-BASED COMPENSATION
We issue new shares of common stock to settle performance share awards (PSAs), restricted stock units (RSUs) and deferred compensation stock equivalent units. At June 30, 2025, approximately
Share-based compensation activity during the six months ended June 30, 2025 included the following:
|
|
Granted |
|
|
Vested |
|
|
Forfeited |
|
|||
Performance Share Awards (PSAs) |
|
|
|
|
|
|
|
|
|
|||
Restricted Stock Units (RSUs) |
|
|
|
|
|
|
|
|
|
Approximately
The following table details compensation expense and the related income tax benefit for company specific equity-based awards:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Equity-based compensation expense: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Performance share awards |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation stock equivalent units expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total equity-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total tax benefit recognized for equity-based expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
18
Table of Contents
Performance Share Awards
The weighted-average grant date fair value of PSAs granted during the six months ended June 30, 2025, was $
The following table presents the key inputs used in the Monte Carlo simulation to calculate the fair value of the performance share awards granted in 2025:
Stock price as of valuation date |
$ |
|
|
Risk-free rate |
|
% |
|
Expected volatility |
|
% |
|
Expected dividend yield1 |
|
|
|
Expected term (years) |
|
|
Restricted Stock Units
NOTE 9. INCOME TAXES
As a REIT, we generally are not subject to federal and state corporate income taxes on income from investments in real estate, including our timberlands, that we distribute to our stockholders. We conduct certain activities through our PotlatchDeltic taxable REIT subsidiaries (each, a TRS), which are subject to corporate level federal and state income taxes. These activities are principally composed of our wood products manufacturing operations and certain real estate investments. Therefore, income tax expense or benefit is primarily due to pre-tax book income or loss of the TRS, as well as permanent book versus tax differences and discrete items.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA permanently extends key elements of the Tax Cuts and Jobs Act, including
19
Table of Contents
NOTE 10. LEASES
We lease certain equipment, office space and land. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
The following table presents supplemental balance sheet information related to lease assets and liabilities:
(in thousands) |
Classification |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Assets |
|
|
|
|
|
|
|
||
Operating lease assets |
Other long-term assets |
|
$ |
|
|
$ |
|
||
Finance lease assets1 |
Property, plant and equipment, net |
|
|
|
|
|
|
||
Total lease assets |
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
||
Liabilities |
|
|
|
|
|
|
|
||
Current: |
|
|
|
|
|
|
|
||
Operating lease liabilities |
Accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Finance lease liabilities |
Accounts payable and accrued liabilities |
|
|
|
|
|
|
||
Noncurrent: |
|
|
|
|
|
|
|
||
Operating lease liabilities |
Other long-term obligations |
|
|
|
|
|
|
||
Finance lease liabilities |
Other long-term obligations |
|
|
|
|
|
|
||
Total lease liabilities |
|
|
$ |
|
|
$ |
|
The following table presents the components of lease expense:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease costs1 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance lease costs: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of leased assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net lease costs |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
The following table presents supplemental cash flow information related to leases:
|
|
|
Six Months Ended June 30, |
|
|||||
(in thousands) |
|
|
2025 |
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
|||
Operating cash flows for operating leases |
|
$ |
|
|
$ |
|
|||
Operating cash flows for finance leases |
|
$ |
|
|
$ |
|
|||
Financing cash flows for finance leases |
|
$ |
|
|
$ |
|
|||
Leased assets exchanged for new lease liabilities: |
|
|
|
|
|
|
|||
Operating leases |
|
$ |
|
|
$ |
|
|||
Finance leases |
|
$ |
|
|
$ |
|
20
Table of Contents
NOTE 11. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS
The following table details the components of net periodic cost (benefit) of our pension plans and other postretirement employee benefit plans (OPEB):
|
|
Three Months Ended June 30, |
|
|||||||||||||
|
|
Pension |
|
|
OPEB |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of actuarial (gain) loss |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Total net periodic cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
|
Six Months Ended June 30, |
|
|||||||||||||
|
|
Pension |
|
|
OPEB |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Service cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expected return on plan assets |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Amortization of prior service cost |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of actuarial (gain) loss |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net periodic cost |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
Funding of our non-qualified pension and other postretirement employee benefit plans was $
NOTE 12. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table details changes in amounts included in our Accumulated Other Comprehensive Income (AOCI) by component on our Condensed Consolidated Balance Sheets, net of tax:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Pension and Other Postretirement Employee Benefits |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Reclassifications from AOCI to earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other1 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net of tax amount |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Cash Flow Hedges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance at beginning of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrecognized gains (losses) arising in AOCI during the period: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Tax effect |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Reclassifications from AOCI to earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gross2 |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Tax effect |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net of tax amount |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at end of period |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accumulated other comprehensive income, end of period |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
See Note 11: Pension and Other Postretirement Employee Benefits and Note 6: Derivative Instruments for additional information.
21
Table of Contents
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
This report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, expectations regarding economic conditions, including interest rates; expected seasonal fluctuations in our business segments; expected effectiveness of our hedging instruments and swaps; amount of net earnings on cash flow hedges expected to be reclassified into earnings in the next 12 months; expected return on pension assets; future share repurchases and dividend payments; anticipated cash balances, cash flows from operations and expected liquidity; the expected dollar amount of our share of the total sediment remediation project costs related to Thomson Reservoir; expectations regarding the development of forest carbon credits, carbon sequestration and other natural climate solution (NCS) markets and products and our position in the market for them; potential uses of our credit facility; expectations regarding debt obligations, interest payments, refinancing or paying off debt and compliance with our covenants under our financing agreements; maintenance of our investment grade credit rating; the timing of reflecting the impact of the One Big Beautiful Bill Act in our financial statements; expectations regarding the U.S. housing market and home repair and remodeling activity; the lumber and log markets and pricing; lumber shipment volumes; timber harvest volumes and timing; rural real estate and real estate development sales; sufficiency of cash and any necessary borrowings to meet future cash requirements; expected capital expenditures; expectations regarding our ability to capitalize on actions that governments and businesses are taking on climate change and their commitments towards reducing greenhouse gas emissions; and similar matters.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often involve use of words such as anticipates, believe, can, continue, could, estimated, expects, future, intends, long-term, may, near-term, ongoing, projected, tends, typically, will, or similar words or terminology. These forward-looking statements reflect our current views regarding future events based on estimates and assumptions and are therefore subject to known and unknown risks and uncertainties and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to:
22
Table of Contents
For a discussion of some of the factors that may affect our business, results and prospects and a nonexclusive listing of forward-looking statements, refer to Cautionary Statement Regarding Forward-Looking Information on page 1 and Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Investors should not interpret the disclosure of a risk to imply that the risk has not already materialized. Forward-looking statements contained in this report present our views only as of the date of this report. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of our views to reflect events or circumstances occurring after the date of this report.
Our Company
We are a leading timberland REIT with ownership of 2.1 million acres of timberland. We also own six sawmills, an industrial grade plywood mill, a residential and commercial real estate development business and a rural timberland sales program. Our operations are organized into three business segments: Timberlands, Wood Products and Real Estate. Our Timberlands segment supplies our Wood Products segment a portion of its wood fiber needs. Intersegment revenues due to these sales are based on prevailing market prices and represent a significant portion of the Timberlands segment’s total revenues. Our other segments generally do not generate intersegment revenues. In the discussion of our consolidated results of operations, our revenues and expenses are reported after elimination of intersegment revenues and expenses; however, in the Business Segment Results discussion below, each segment’s results, as applicable, are presented prior to these eliminations.
Our business segments have been and will continue to be influenced by a variety of factors, including U.S. tariff and trade policies, the U.S. housing market (including mortgage interest rates, home building activity and repair and remodel activity) duties and trade agreements, changes in timber prices and in harvest levels from our timberlands, competition, timberland valuations, demand for our non-strategic timberland, lumber prices, weather conditions, disruptions or inefficiencies in our supply chain including the availability of transportation, the efficiency and level of capacity utilization of our Wood Products manufacturing operations, changes in our principal expenses such as log costs, transportation costs, inflation, asset dispositions or acquisitions, impact of pandemics, fires at our Wood Product facilities or on our timberlands, other natural disasters, government regulation and enforcement actions, and other factors.
Some of the equipment, parts, and materials used in our operations are sourced from outside the United States. As a result, the imposition of tariffs on imported goods could lead to increased operating costs. Although our international sales are currently limited, the products manufactured by our Wood Products facilities are commodity-based and sensitive to global supply and demand fluctuations. Recent and ongoing U.S. trade policy actions have contributed to elevated macroeconomic uncertainty and reduced consumer confidence. These developments, along with potential retaliatory measures by other countries, as well as the outcomes of relevant executive orders and trade investigations, could influence supply and demand trends, increase our operating costs, and affect pricing for our products. While the long-term effects of these trade dynamics remain unclear, we are actively monitoring changes in the tariff environment. See Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 for a discussion regarding tariff-related risks.
Further, we believe global efforts to address climate change also present growth opportunities. As companies and governments pursue net-zero targets, we believe we are well positioned to provide products and services that support these goals through natural climate solution offerings, including selling or leasing land for renewable energy projects such as solar power generation facilities, supplying biomass for green energy, participating in forest carbon offset and carbon capture and storage projects, and emerging technologies that allow wood fiber to be used in applications ranging from biofuels to bioplastics.
23
Table of Contents
Non-GAAP Measures
To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), we present certain non-GAAP measures on a consolidated basis, including Total Adjusted EBITDDA and Cash Available for Distribution (CAD), which are defined and further explained and reconciled to the nearest GAAP measure in the Liquidity and Performance Measures section below. The presentation of these non-GAAP financial measures should be considered only as supplemental to, and is not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Our definitions of these non-GAAP measures may differ from similarly titled measures and may not be comparable to other similarly titled non-GAAP measures presented by other companies due to potential inconsistencies in methods of calculation.
See Note 2: Segment Information in the Notes to the Condensed Consolidated Financial Statements for information related to the use of Adjusted EBITDDA for our segments.
Business and Economic Trends Affecting Our Operations
The performance of our Timberlands, Wood Products, and Real Estate segments is shaped by the cyclical nature of both the forest products and real estate industries. These cycles are influenced by seasonal weather patterns, broader economic conditions, and regional market dynamics, all of which continue to affect our operations and financial outcomes. Typically, log and pulpwood sales volumes are lower in the first half of the year due to weather-related challenges. In the Southern U.S., winter rains limit access to logging sites, while in the Northern U.S., the spring thaw has a similar effect, reducing harvesting activity. As a result, the third quarter tends to be our Timberlands segment's most productive period.
Timber demand is also closely tied to the broader needs for lumber, pulp, paper, and packaging, and is especially sensitive to trends in U.S. home construction and renovation. Regional differences also play a role in market behavior. For example, log markets in Idaho remain relatively balanced, while parts of the Southern U.S., which have historically been oversupplied, are now experiencing tighter supply conditions driven by increased mill capacity. This shift underscores the growing strategic importance of the Southern region in the North American timber market.
Macroeconomic factors, including interest rates and housing trends, continue to impact our business. Although the U.S. Federal Reserve cut benchmark interest rates in late 2024, mortgage rates remained elevated in the first half of 2025, averaging approximately 6.8%. Persistent economic strength, inflationary pressures, fiscal concerns, and global trade tensions contributed to housing affordability challenges and a moderation in new home construction and remodeling activity.
According to the U.S. Census Bureau, total privately-owned housing starts in June 2025 exceeded 1.3 million units (seasonally adjusted). Single-family starts averaged approximately 0.9 million units in the second quarter of 2025 (seasonally adjusted), slightly below both the first quarter of 2025 and the trailing 12-month average. Authorized building permits for single-family homes also averaged nearly 0.9 million units (seasonally adjusted), down slightly from the first quarter of 2025. Builder sentiment remains cautious amid elevated material costs, labor shortages, limited land availability, and economic policy uncertainty. The NAHB/Wells Fargo Housing Market Index reported builder confidence at 33 in July 2025, down from 40 in April 2025 but slightly above what was reported for June 2025.
Despite near-term headwinds, we remain optimistic about the long-term housing outlook. Structural undersupply, historically low inventory, and strong demographic demand, particularly from millennials entering prime home-buying years, are expected to support future growth.
The repair and remodel sector, the largest driver of lumber demand, slowed in 2024 but is projected to grow modestly through the first half of 2026. We believe favorable long-term fundamentals, including elevated home equity, aging housing stock, and homeowners choosing to upgrade existing homes rather than move into new homes, will continue to support demand for our products.
In our Timberlands segment, a significant portion of Idaho sawlog prices are indexed on a one-month lag to lumber prices. In the second quarter of 2025, sawlog prices in the Northern region increased year-over-year, primarily due to higher lumber prices. In the Southern region, timber price realization remained consistent with the second quarter of 2024. Total harvest volume for the Timberlands segment was 1.8 million tons, down from the second quarter of 2024 primarily due to less favorable Southern operating conditions and accelerated Northern harvest activity in the first quarter 2025 due to more favorable operating conditions. We expect to harvest 1.9 to 2.0 million tons during the third quarter of 2025, with approximately 80% from the Southern region.
In our Wood Products segment, demand is seasonal, with typically lower activity in winter and stronger demand from spring through fall, consistent with construction cycles. The second quarter of 2025 experienced improved results year-over-year, driven by higher lumber prices and increased shipments, particularly from our Waldo, Arkansas sawmill. The facility completed its ramp-up in early 2025 following the completion of its expansion and modernization project (the Modernization Project) late in the second quarter of 2024. We expect to ship between 310 and 320 million board feet of lumber during the third quarter of 2025.
24
Table of Contents
Weather-related access limitations can impact the timing of rural real estate transactions. Our Real Estate segment experienced strong rural sales activity during the second quarter of 2025, benefiting from favorable demand, particularly for conservation and recreational purposes. Development real estate sales occur year-round and are influenced by neighborhood offerings, infrastructure completion and contractor availability. We expect to sell approximately 15,000 rural acres and 50 residential lots in Chenal Valley during the third quarter of 2025.
Consolidated Results
The following table sets forth changes in our Condensed Consolidated Statements of Operations. Our Business Segment Results provide a more detailed discussion of our segments:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Revenues |
|
$ |
274,985 |
|
|
$ |
320,671 |
|
|
$ |
(45,686 |
) |
|
$ |
543,245 |
|
|
$ |
548,798 |
|
|
$ |
(5,553 |
) |
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold |
|
|
239,332 |
|
|
|
282,473 |
|
|
|
(43,141 |
) |
|
|
459,737 |
|
|
|
494,633 |
|
|
|
(34,896 |
) |
Selling, general and administrative expenses |
|
|
21,807 |
|
|
|
20,752 |
|
|
|
1,055 |
|
|
|
41,662 |
|
|
|
41,479 |
|
|
|
183 |
|
Environmental charge |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
490 |
|
|
|
— |
|
|
|
490 |
|
|
|
|
261,139 |
|
|
|
303,225 |
|
|
|
(42,086 |
) |
|
|
501,889 |
|
|
|
536,112 |
|
|
|
(34,223 |
) |
Operating income |
|
|
13,846 |
|
|
|
17,446 |
|
|
|
(3,600 |
) |
|
|
41,356 |
|
|
|
12,686 |
|
|
|
28,670 |
|
Interest expense, net |
|
|
(10,412 |
) |
|
|
(8,696 |
) |
|
|
(1,716 |
) |
|
|
(11,904 |
) |
|
|
(8,414 |
) |
|
|
(3,490 |
) |
Non-operating pension and other postretirement employee benefits |
|
|
(351 |
) |
|
|
201 |
|
|
|
(552 |
) |
|
|
(702 |
) |
|
|
402 |
|
|
|
(1,104 |
) |
Other |
|
|
741 |
|
|
|
(23 |
) |
|
|
764 |
|
|
|
535 |
|
|
|
(168 |
) |
|
|
703 |
|
Income before income taxes |
|
|
3,824 |
|
|
|
8,928 |
|
|
|
(5,104 |
) |
|
|
29,285 |
|
|
|
4,506 |
|
|
|
24,779 |
|
Income taxes |
|
|
3,530 |
|
|
|
4,750 |
|
|
|
(1,220 |
) |
|
|
3,874 |
|
|
|
8,867 |
|
|
|
(4,993 |
) |
Net income |
|
$ |
7,354 |
|
|
$ |
13,678 |
|
|
$ |
(6,324 |
) |
|
$ |
33,159 |
|
|
$ |
13,373 |
|
|
$ |
19,786 |
|
Total Adjusted EBITDDA1 |
|
$ |
52,025 |
|
|
$ |
103,173 |
|
|
$ |
(51,148 |
) |
|
$ |
115,392 |
|
|
$ |
132,895 |
|
|
$ |
(17,503 |
) |
1. |
See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income (loss), the closest comparable GAAP measure, for each of the periods presented. |
Second Quarter 2025 Compared with Second Quarter 2024
Revenues
Revenues for the second quarter of 2025 totaled $275.0 million and reflect higher lumber prices and increased lumber shipments, primarily from our Waldo, Arkansas facility, and increased Northern sawlog prices. Despite these increases, revenues decreased $45.7 million compared to the second quarter of 2024, which included a $56.7 million sale of 34,100 acres of rural timberland to Forest Investment Associates (FIA) and a sale of 12 commercial acres in Chenal Valley. There were no similar large-scale rural real estate transactions or commercial acres sold in the second quarter of 2025.
Cost of goods sold
Cost of goods sold decreased $43.1 million compared to the second quarter of 2024 largely due to fewer rural real estate acres sold (as the second quarter of 2024 included the 34,000 acre sale to FIA) and lower logging and hauling costs resulting from reduced harvest activity. The prior-year quarter also included additional depreciation related to sawmill equipment at the Waldo facility, which was removed following the completion of the Modernization Project. These decreases were partially offset by the impact of increased manufacturing costs associated with higher lumber shipments in our Wood Products segment.
Interest expense, net
Interest expense, net increased $1.7 million compared to the second quarter of 2024 primarily due to less interest income earned on lower average cash and cash equivalents held in interest bearing accounts.
Income taxes
Income taxes are primarily due to income or loss from our PotlatchDeltic taxable REIT subsidiaries (TRS). For the three months ended June 30, 2025, we recorded an income tax benefit of $3.5 million on TRS loss before tax of $14.3 million. For the three months ended June 30, 2024, we recorded an income tax benefit of $4.8 million on TRS loss before tax of $19.2 million.
25
Table of Contents
Total Adjusted EBITDDA
Total Adjusted EBITDDA for the second quarter of 2025 decreased $51.1 million compared to the same period in 2024 primarily due to fewer rural real estate and commercial development acreage sold, and fewer sawlogs harvested. These decreases were partially offset by higher lumber prices and shipments along with higher Northern sawlog prices. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.
Year to Date 2025 Compared with Year to Date 2024
Revenues
Revenues totaled $543.2 million for the period reflecting higher average lumber prices, increased lumber shipments, primarily from our Waldo, Arkansas facility, and higher Northern harvest volumes and prices. Despite these increases, revenues decreased $5.5 million compared to the first half of 2024, which included the 34,100 acres of rural timberland sold to FIA and the sale of 12 commercial acres in Chenal Valley.
Cost of goods sold
Cost of goods sold decreased $34.9 million compared to the first half of 2024, mainly due to fewer rural real estate and commercial acres sold, and lower logging and hauling costs in the Southern region from lower harvest activities. The first half of 2024 also included additional depreciation on Waldo, Arkansas sawmill equipment that was removed upon completion of the Modernization Project. These impacts were partially offset by increased Northern harvest activities and increased lumber shipments, particularly at our Waldo, Arkansas sawmill.
Environmental charge
During the first quarter of 2025, we accrued an additional $0.5 million related to our voluntary participation as a non-federal sponsor in a sediment contamination remediation project in Minnesota. Refer to Note 1: Basis of Presentation in the Notes to Condensed Consolidated Financial Statements for additional information.
Interest expense, net
Interest expense, net increased $3.5 million compared to the first half of 2024 primarily due to less interest income earned on lower average cash and cash equivalents held in interest bearing accounts.
Income taxes
Income taxes are primarily due to income or loss from our TRS. For the six months ended June 30, 2025, we recorded an income tax benefit of $3.9 million on TRS loss before tax of $16.9 million. For the six months ended June 30, 2024, we recorded an income tax benefit of $8.9 million on TRS loss before tax of $35.5 million.
Total Adjusted EBITDDA
Total Adjusted EBITDDA for the first half of 2025 decreased $17.5 million compared to the first half of 2024 primarily due to fewer rural real estate and commercial development acreage sold. The decrease in Total Adjusted EBITDDA was partially offset by higher lumber prices and increased shipments. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.
26
Table of Contents
Business Segment Results
Timberlands Segment
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Revenues1 |
|
$ |
101,664 |
|
|
$ |
98,802 |
|
|
$ |
2,862 |
|
|
$ |
204,115 |
|
|
$ |
191,752 |
|
|
$ |
12,363 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Logging and hauling |
|
|
48,556 |
|
|
|
51,992 |
|
|
|
(3,436 |
) |
|
|
99,506 |
|
|
|
100,329 |
|
|
|
(823 |
) |
Other |
|
|
10,945 |
|
|
|
9,989 |
|
|
|
956 |
|
|
|
17,879 |
|
|
|
17,763 |
|
|
|
116 |
|
Selling, general and administrative expenses |
|
|
2,597 |
|
|
|
2,697 |
|
|
|
(100 |
) |
|
|
4,793 |
|
|
|
4,788 |
|
|
|
5 |
|
Timberlands Adjusted EBITDDA2 |
|
$ |
39,566 |
|
|
$ |
34,124 |
|
|
$ |
5,442 |
|
|
$ |
81,937 |
|
|
$ |
68,872 |
|
|
$ |
13,065 |
|
1. |
Prior to elimination of intersegment fiber revenues of $27.6 million and $27.4 million for the three months ended June 30, 2025 and 2024, $54.0 million and $52.0 million for the six months ended June 30, 2025 and 2024, respectively. |
2. |
Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements. |
Timberlands Segment Statistics
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
Harvest Volumes (in tons) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Northern region |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sawlog |
|
|
339,282 |
|
|
|
359,311 |
|
|
|
(20,029 |
) |
|
|
693,406 |
|
|
|
686,734 |
|
|
|
6,672 |
|
Pulpwood |
|
|
20,833 |
|
|
|
5,889 |
|
|
|
14,944 |
|
|
|
34,726 |
|
|
|
7,752 |
|
|
|
26,974 |
|
Total |
|
|
360,115 |
|
|
|
365,200 |
|
|
|
(5,085 |
) |
|
|
728,132 |
|
|
|
694,486 |
|
|
|
33,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Southern region |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sawlog |
|
|
671,230 |
|
|
|
729,107 |
|
|
|
(57,877 |
) |
|
|
1,325,421 |
|
|
|
1,383,730 |
|
|
|
(58,309 |
) |
Pulpwood |
|
|
494,918 |
|
|
|
495,948 |
|
|
|
(1,030 |
) |
|
|
1,044,582 |
|
|
|
1,001,244 |
|
|
|
43,338 |
|
Stumpage |
|
|
294,123 |
|
|
|
283,709 |
|
|
|
10,414 |
|
|
|
657,750 |
|
|
|
717,604 |
|
|
|
(59,854 |
) |
Total |
|
|
1,460,271 |
|
|
|
1,508,764 |
|
|
|
(48,493 |
) |
|
|
3,027,753 |
|
|
|
3,102,578 |
|
|
|
(74,825 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total harvest volume |
|
|
1,820,386 |
|
|
|
1,873,964 |
|
|
|
(53,578 |
) |
|
|
3,755,885 |
|
|
|
3,797,064 |
|
|
|
(41,179 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sales Price/Unit ($ per ton)1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Northern region |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sawlog |
|
$ |
136 |
|
|
$ |
113 |
|
|
$ |
23 |
|
|
$ |
130 |
|
|
$ |
108 |
|
|
$ |
22 |
|
Pulpwood |
|
$ |
54 |
|
|
$ |
36 |
|
|
$ |
18 |
|
|
$ |
53 |
|
|
$ |
36 |
|
|
$ |
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Southern region |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Sawlog |
|
$ |
46 |
|
|
$ |
47 |
|
|
$ |
(1 |
) |
|
$ |
46 |
|
|
$ |
47 |
|
|
$ |
(1 |
) |
Pulpwood |
|
$ |
31 |
|
|
$ |
31 |
|
|
$ |
— |
|
|
$ |
31 |
|
|
|
31 |
|
|
$ |
— |
|
Stumpage |
|
$ |
13 |
|
|
$ |
14 |
|
|
$ |
(1 |
) |
|
$ |
13 |
|
|
$ |
16 |
|
|
$ |
(3 |
) |
1. |
Sawlog and pulpwood sales prices are on a delivered basis, which includes logging and hauling costs. Stumpage sales provide our customers the right to harvest standing timber. As such, the customer contracts the logging and hauling and bears such costs. |
27
Table of Contents
Timberlands Adjusted EBITDDA
The following table summarizes Timberlands Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:
(in thousands) |
|
Three Months |
|
|
Six Months |
|
||
Timberlands Adjusted EBITDDA - prior year |
|
$ |
34,124 |
|
|
$ |
68,872 |
|
Sales price and mix |
|
|
5,242 |
|
|
|
8,197 |
|
Harvest volume |
|
|
(1,054 |
) |
|
|
915 |
|
Logging and hauling costs per unit |
|
|
1,695 |
|
|
|
2,349 |
|
Forest management, indirect and other |
|
|
(441 |
) |
|
|
1,604 |
|
Timberlands Adjusted EBITDDA - current year |
|
$ |
39,566 |
|
|
$ |
81,937 |
|
Second Quarter 2025 Compared with Second Quarter 2024
Timberlands Adjusted EBITDDA for the second quarter of 2025 increased $5.4 million compared with the second quarter of 2024 primarily as a result of the following:
Year to Date 2025 Compared with Year to Date 2024
Timberlands Adjusted EBITDDA for the first half of 2025 increased $13.1 million compared with the first half of 2024 primarily as a result of the following:
28
Table of Contents
Wood Products Segment
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Revenues |
|
$ |
171,819 |
|
|
$ |
153,579 |
|
|
$ |
18,240 |
|
|
$ |
336,464 |
|
|
$ |
302,177 |
|
|
$ |
34,287 |
|
Costs and expenses1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Fiber costs |
|
|
80,373 |
|
|
|
75,583 |
|
|
|
4,790 |
|
|
|
156,529 |
|
|
|
149,043 |
|
|
|
7,486 |
|
Freight, logging and hauling |
|
|
21,627 |
|
|
|
20,390 |
|
|
|
1,237 |
|
|
|
42,054 |
|
|
|
38,491 |
|
|
|
3,563 |
|
Manufacturing costs |
|
|
64,269 |
|
|
|
60,111 |
|
|
|
4,158 |
|
|
|
122,318 |
|
|
|
117,820 |
|
|
|
4,498 |
|
Finished goods inventory change |
|
|
244 |
|
|
|
389 |
|
|
|
(145 |
) |
|
|
(4,823 |
) |
|
|
(3,944 |
) |
|
|
(879 |
) |
Selling, general and administrative expenses |
|
|
3,497 |
|
|
|
3,820 |
|
|
|
(323 |
) |
|
|
6,850 |
|
|
|
7,529 |
|
|
|
(679 |
) |
Other |
|
|
86 |
|
|
|
91 |
|
|
|
(5 |
) |
|
|
173 |
|
|
|
182 |
|
|
|
(9 |
) |
Wood Products Adjusted EBITDDA2 |
|
$ |
1,723 |
|
|
$ |
(6,805 |
) |
|
$ |
8,528 |
|
|
$ |
13,363 |
|
|
$ |
(6,944 |
) |
|
$ |
20,307 |
|
1. |
Prior to elimination of intersegment fiber costs of $27.6 million and $27.4 million for the three months ended June 30, 2025 and 2024, $54.0 million and $52.0 million for the six months ended June 30, 2025 and 2024, respectively. |
2. |
Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements. |
Wood Products Segment Statistics
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Lumber shipments (MBF)1 |
|
|
302,915 |
|
|
|
285,650 |
|
|
|
17,265 |
|
|
|
592,725 |
|
|
|
556,798 |
|
|
|
35,927 |
|
Lumber sales prices ($ per MBF) |
|
$ |
450 |
|
|
$ |
423 |
|
|
$ |
27 |
|
|
$ |
452 |
|
|
$ |
427 |
|
|
$ |
25 |
|
1. |
MBF stands for thousand board feet. |
Wood Products Adjusted EBITDDA
The following table summarizes Wood Products Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:
(in thousands) |
|
Three Months |
|
|
Six Months |
|
||
Wood Products Adjusted EBITDDA - prior year |
|
$ |
(6,805 |
) |
|
$ |
(6,944 |
) |
Lumber: |
|
|
|
|
|
|
||
Price |
|
|
7,463 |
|
|
|
13,959 |
|
Manufacturing costs per unit |
|
|
1,849 |
|
|
|
2,995 |
|
Log costs per unit |
|
|
1,565 |
|
|
|
3,557 |
|
Volume |
|
|
(244 |
) |
|
|
(112 |
) |
Inventory charge |
|
|
(2,289 |
) |
|
|
(2,195 |
) |
Residuals, panels and other |
|
|
184 |
|
|
|
2,103 |
|
Wood Products Adjusted EBITDDA - current year |
|
$ |
1,723 |
|
|
$ |
13,363 |
|
Second Quarter 2025 Compared with Second Quarter 2024
Wood Products Adjusted EBITDDA for the second quarter of 2025 increased $8.5 million compared to the second quarter of 2024 primarily as a result of the following:
29
Table of Contents
Year to Date 2025 Compared with Year to Date 2024
Wood Products Adjusted EBITDDA for the first half of 2025 increased $20.3 million compared to the first half of 2024 primarily as a result of the following:
Real Estate Segment
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
2025 |
|
|
2024 |
|
|
Change |
|
||||||
Revenues |
|
$ |
29,096 |
|
|
$ |
95,732 |
|
|
$ |
(66,636 |
) |
|
$ |
56,687 |
|
|
$ |
106,839 |
|
|
$ |
(50,152 |
) |
Costs and expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cost of goods sold |
|
|
4,497 |
|
|
|
4,256 |
|
|
|
241 |
|
|
|
7,835 |
|
|
|
7,447 |
|
|
|
388 |
|
Selling, general and administrative expenses |
|
|
1,879 |
|
|
|
1,908 |
|
|
|
(29 |
) |
|
|
3,376 |
|
|
|
3,596 |
|
|
|
(220 |
) |
Real Estate Adjusted EBITDDA1 |
|
$ |
22,720 |
|
|
$ |
89,568 |
|
|
$ |
(66,848 |
) |
|
$ |
45,476 |
|
|
$ |
95,796 |
|
|
$ |
(50,320 |
) |
1. |
Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements. |
Real Estate Segment Statistics
Rural Real Estate |
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Acres sold |
|
|
7,457 |
|
|
|
43,121 |
|
|
|
14,500 |
|
|
|
44,922 |
|
Average price per acre |
|
$ |
3,108 |
|
|
$ |
1,968 |
|
|
$ |
3,203 |
|
|
$ |
2,012 |
|
Development Real Estate |
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Residential lots |
|
|
18 |
|
|
|
13 |
|
|
|
29 |
|
|
|
37 |
|
Average price per lot |
|
$ |
102,222 |
|
|
$ |
112,721 |
|
|
$ |
106,214 |
|
|
$ |
117,280 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial acres |
|
|
— |
|
|
|
12 |
|
|
|
— |
|
|
|
12 |
|
Average price per acre |
|
$ |
— |
|
|
$ |
492,746 |
|
|
$ |
— |
|
|
$ |
492,746 |
|
30
Table of Contents
Real Estate Adjusted EBITDDA
The following table summarizes Real Estate Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:
(in thousands) |
|
Three Months |
|
|
Six Months |
|
||
Real Estate Adjusted EBITDDA - prior year |
|
$ |
89,568 |
|
|
$ |
95,796 |
|
Rural real estate sales |
|
|
(61,242 |
) |
|
|
(43,390 |
) |
Real estate development sales |
|
|
(5,655 |
) |
|
|
(7,011 |
) |
Selling, general and administrative expenses |
|
|
29 |
|
|
|
220 |
|
Other costs, net |
|
|
20 |
|
|
|
(139 |
) |
Real Estate Adjusted EBITDDA - current year |
|
$ |
22,720 |
|
|
$ |
45,476 |
|
Second Quarter 2025 Compared with Second Quarter 2024
Real Estate Adjusted EBITDDA for the second quarter of 2025 decreased $66.8 million compared to the second quarter of 2024 primarily as a result of the following:
Year to Date 2025 Compared with Year to Date 2024
Real Estate Adjusted EBITDDA for the first half of 2025 decreased $50.3 million compared to the first half of 2024 primarily as a result of the following:
31
Table of Contents
Liquidity and Capital Resources
Cash generated by our operations is highly dependent on the selling prices and volumes of our products and can vary from period to period. Changes in significant sources and uses of cash for the six months ended June 30, 2025 and 2024 are presented by category as follows:
|
|
Six Months Ended June 30, |
|
|||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|||
Net cash from operating activities |
|
$ |
90,050 |
|
|
$ |
116,609 |
|
|
$ |
(26,559 |
) |
Net cash from investing activities |
|
$ |
(13,362 |
) |
|
$ |
(56,356 |
) |
|
$ |
42,994 |
|
Net cash from financing activities |
|
$ |
(132,369 |
) |
|
$ |
(97,597 |
) |
|
$ |
(34,772 |
) |
Net Cash Flows from Operating Activities
Net cash from operating activities decreased $26.6 million in the first half of 2025 compared to the first half of 2024 primarily as a result of the following:
Net Cash Flows from Investing Activities
Changes in cash flows from investing activities were primarily a result of the following:
Net Cash Flows from Financing Activities
Changes in cash flows from financing activities were primarily a result of the following:
32
Table of Contents
Future Sources and Uses of Cash
At June 30, 2025, we had cash and cash equivalents of $95.3 million. We expect cash and cash equivalents on hand, cash generated from our operating activities, and available borrowing capacity under our Credit Agreement, if needed, to be adequate to meet our future cash requirements. At June 30, 2025, there were no significant changes in our cash commitments arising in the normal course of business under our known contractual and other obligations as described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Capital Expenditures
We invest cash in maintenance and discretionary capital expenditures at our Wood Products facilities. We also invest cash in the reforestation of timberlands and construction of roads in our Timberlands operations and to develop land in our Real Estate development operations. We evaluate discretionary capital improvements based on an expected level of return on investments. We expect to spend approximately $60.0 million to $65.0 million for capital expenditures during 2025, not including the final closeout payment of $6.6 million for the Waldo sawmill Modernization Project made in the first quarter of 2025.
Share Repurchase Program
On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, or through privately negotiated transactions. Subject to the terms of any trading plan, the 2022 Repurchase Program may be suspended, terminated or modified at any time for any reason.
Term Loans, Credit Agreement, and Interest Rate Swap Agreements
At June 30, 2025, our total outstanding long-term debt was $1.0 billion, all of which was drawn under an amended and restated credit agreement dated as of March 22, 2018 (Amended Term Loan Agreement) with our primary lender, AgWest Farm Credit, PCA (as successor in interest to Northwest Farm Credit Services, PCA). All interest rates on our outstanding long-term debt are fixed either under fixed-rate loans or variable-rate loans with an associated interest rate swap that fixes the variable benchmark interest rate component. At June 30, 2025, $127.5 million of our outstanding long-term debt was classified as current on our accompanying Condensed Consolidated Balance Sheets, consisting of a $100.0 million fixed-rate term loan that matures in August 2025 and a $27.5 million variable rate term loan that matures in February 2026. We intend to refinance the $100.0 million term loan upon maturity and are currently evaluating options to either refinance or payoff the $27.5 million term loan upon maturity. At June 30, 2025, we had a $75.0 million forward-starting interest rate swap, which we intend to utilize to fix the interest rate on the $100.0 million term loan refinancing in August.
We have a $300.0 million revolving line of credit with a syndicate of lenders, that matures February 14, 2027 (Amended Credit Agreement). Under the terms of the Amended Credit Agreement, the amount of available principal may be increased up to an additional $500.0 million. We may also utilize borrowings under the Amended Credit Agreement to, among other things, refinance existing indebtedness and provide funding for working capital requirements, capital projects, acquisitions, and other general corporate expenditures. At June 30, 2025, there were no borrowings under the revolving line of credit and approximately $0.6 million of the credit facility was utilized by outstanding letters of credit.
See Note 5: Debt and Note 6: Derivative Instruments in the Notes to the Condensed Consolidated Financial Statements for additional information on our debt, credit, and interest rate swap agreements.
Financial Covenants
The Amended Term Loan Agreement and Amended Credit Agreement (collectively referred to as the Financing Agreements) contain certain covenants that limit our ability and that of our subsidiaries to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates or change the nature of our business. The Financing Agreements also contain financial maintenance covenants including the maintenance of a minimum interest coverage ratio and a maximum leverage ratio as defined in the Financing Agreements. We are permitted to pay dividends to our stockholders under the terms of the Financing Agreements so long as we expect to remain in compliance with the financial maintenance covenants.
33
Table of Contents
The following table presents the components and applicable limits of Total Asset Value (TAV), a component of the Leverage Ratio, at June 30, 2025:
(in thousands) |
|
|
|
|
Estimated timberland fair value |
|
$ |
5,174,666 |
|
Wood Products manufacturing facilities book basis (limited to 10% of TAV) |
|
|
380,484 |
|
Cash and cash equivalents |
|
|
95,277 |
|
Other1 |
|
|
8,872 |
|
Total Asset Value |
|
$ |
5,659,299 |
|
1 |
Includes, as applicable, Company Owned Life Insurance (limited to 5% of TAV), Construction in Progress (limited to 10% of TAV) and Investments in Affiliates (limited to 15% of TAV) as defined in the Financing Agreements. |
As of June 30, 2025, we were in compliance with all covenants under the Financing Agreements. The following table sets forth the financial covenants for the Financing Agreements and our status with respect to these covenants at June 30, 2025:
|
|
Covenant Requirement |
|
Actual |
||
Interest Coverage Ratio |
|
≥ |
|
3.00 to 1.00 |
|
7.0 |
Leverage Ratio |
|
≤ |
|
40% |
|
19% |
Credit Ratings
Two major debt rating agencies routinely evaluate our debt, and our cost of borrowing can increase or decrease depending on our credit rating. Both Moody’s and S&P rate our debt as investment grade. There have been no changes in our credit rating during the three months ended June 30, 2025.
Capital Structure
(in thousands) |
|
June 30, 2025 |
|
|
December 31, 2024 |
|
||
Long-term debt (including current portion) |
|
$ |
1,035,169 |
|
|
$ |
1,034,652 |
|
Cash and cash equivalents |
|
|
(95,277 |
) |
|
|
(151,551 |
) |
Net debt |
|
|
939,892 |
|
|
|
883,101 |
|
Market capitalization1 |
|
|
2,965,464 |
|
|
|
3,088,347 |
|
Enterprise value |
|
$ |
3,905,356 |
|
|
$ |
3,971,448 |
|
|
|
|
|
|
|
|
||
Net debt to enterprise value |
|
|
24.1 |
% |
|
|
22.2 |
% |
Dividend yield2 |
|
|
4.7 |
% |
|
|
4.6 |
% |
Weighted-average cost of debt, after tax3 |
|
|
2.3 |
% |
|
|
2.3 |
% |
1. |
Market capitalization is based on outstanding shares of 77.3 million and 78.7 million times closing share prices of $38.37 and $39.25 at June 30, 2025 and December 31, 2024, respectively. |
2. |
Dividend yield is based on annualized dividends per share of $1.80 and share prices of $38.37 and $39.25 at June 30, 2025 and December 31, 2024, respectively. |
3. |
Weighted-average cost of debt excludes deferred debt costs and credit facility fees and includes estimated annual patronage credit on term loan debt. |
Liquidity and Performance Measures
The discussion below is presented to enhance the reader’s understanding of our operating performance, and our ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures: Total Adjusted EBITDDA and Cash Available for Distribution (CAD). These measures are not defined by GAAP and the discussion of Total Adjusted EBITDDA and CAD is not intended to conflict with or change any of the GAAP disclosures described herein. These non-GAAP financial measures should be considered only as supplemental to, and are not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may not be the same as or comparable to other similarly titled non-GAAP financial measures presented by other companies due to potential inconsistencies in methods of calculation.
Total Adjusted EBITDDA is a non-GAAP measure that management uses in evaluating performance and to allocate resources between segments. Total Adjusted EBITDDA removes the impact of specific items that management believes do not directly reflect the core business operations on an ongoing basis. Management believes that this non-GAAP measure, when read in conjunction with our GAAP financial statements, provides useful information to investors and other interested parties by facilitating the comparability of our ongoing operating results over the periods presented and the identification of trends in our underlying business. It also can be used to evaluate the operational performance of the assets under management and to compare our operating results against analyst financial models and against the operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.
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We define EBITDDA as net income (loss) before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses.
We reconcile Total Adjusted EBITDDA to net income (loss) for the consolidated company as it is the most comparable GAAP measure.
The following table provides a reconciliation of net income to Total Adjusted EBITDDA for the respective periods:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net income |
|
$ |
7,354 |
|
|
$ |
13,678 |
|
|
$ |
33,159 |
|
|
$ |
13,373 |
|
Interest expense, net |
|
|
10,412 |
|
|
|
8,696 |
|
|
|
11,904 |
|
|
|
8,414 |
|
Income taxes |
|
|
(3,530 |
) |
|
|
(4,750 |
) |
|
|
(3,874 |
) |
|
|
(8,867 |
) |
Depreciation, depletion and amortization |
|
|
26,370 |
|
|
|
29,268 |
|
|
|
51,774 |
|
|
|
59,663 |
|
Basis of real estate sold |
|
|
11,481 |
|
|
|
56,525 |
|
|
|
21,348 |
|
|
|
60,617 |
|
Non-operating pension and other postretirement employee benefits |
|
|
351 |
|
|
|
(201 |
) |
|
|
702 |
|
|
|
(402 |
) |
Environmental charge |
|
|
— |
|
|
|
— |
|
|
|
490 |
|
|
|
— |
|
Loss (gain) on disposal of assets |
|
|
328 |
|
|
|
(66 |
) |
|
|
424 |
|
|
|
(71 |
) |
Other |
|
|
(741 |
) |
|
|
23 |
|
|
|
(535 |
) |
|
|
168 |
|
Total Adjusted EBITDDA |
|
$ |
52,025 |
|
|
$ |
103,173 |
|
|
$ |
115,392 |
|
|
$ |
132,895 |
|
We define CAD as cash from operating activities adjusted for capital spending for purchases of property, plant and equipment, timberlands reforestation and roads and timberland acquisitions not classified as strategic. Management believes CAD is a useful indicator of the company’s overall liquidity, as it provides a measure of cash generated that is available for dividends to common stockholders (an important factor in maintaining our REIT status), repurchase of the company’s common shares, debt repayment, acquisitions and other discretionary and nondiscretionary activities. Our definition of CAD is limited in that it does not solely represent residual cash flows available for discretionary expenditures since the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view CAD as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows. Our definition of CAD may be different from similarly titled measures reported by other companies, including those in our industry. CAD is not necessarily indicative of the CAD that may be generated in future periods.
The following table provides a reconciliation of net cash from operating activities to CAD:
|
|
Six Months Ended June 30, |
|
|
Twelve Months Ended June 30, |
|
||||||||||
(in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net cash from operating activities1, 2 |
|
$ |
90,050 |
|
|
$ |
116,609 |
|
|
$ |
161,911 |
|
|
$ |
199,363 |
|
Capital expenditures3 |
|
|
(27,460 |
) |
|
|
(70,898 |
) |
|
|
(77,558 |
) |
|
|
(170,041 |
) |
CAD |
|
$ |
62,590 |
|
|
$ |
45,711 |
|
|
$ |
84,353 |
|
|
$ |
29,322 |
|
Net cash from investing activities4 |
|
$ |
(13,362 |
) |
|
$ |
(56,356 |
) |
|
$ |
(49,068 |
) |
|
$ |
(140,758 |
) |
Net cash from financing activities |
|
$ |
(132,369 |
) |
|
$ |
(97,597 |
) |
|
$ |
(217,143 |
) |
|
$ |
(195,038 |
) |
1. |
Net cash from operating activities for the six and twelve months ended June 30, 2025, includes cash paid for real estate development expenditures of $6.1 million and $11.5 million, respectively. Net cash from operating activities for the six and twelve months ended June 30, 2024, includes cash paid for real estate development expenditures of $2.7 million and $9.9 million, respectively. |
2. |
Net cash from operating activities for the six and twelve months ended June 30, 2025, excludes $13.9 million and $28.6 million, respectively, of interest rate swap proceeds classified as investing and financing activities. Net cash from operating activities for the six and twelve months ended June 30, 2024, excludes $15.0 million and $28.9 million, respectively, of interest rate swap proceeds classified as investing and financing activities. |
3. |
The six and twelve months ended June 30, 2025, includes capital expenditures of $6.6 million and $26.5 million, respectively, related to the Waldo Modernization Project. The six and twelve months ended June 30, 2024, includes capital expenditures of $17.9 million and $92.1 million, respectively, related to the Waldo Modernization Project. |
4. |
Net cash from investing activities includes payment for capital expenditures and acquisition of non-strategic timber and timberlands, which is also included in our reconciliation of CAD. |
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Critical Accounting Policies and Estimates
There have been no significant changes during 2025 to our critical accounting policies or estimates as presented in our 2024 Annual Report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposure on financial instruments includes interest rate risk on our bank credit facility, term loans and interest rate swap agreements and forward starting interest rate swap agreements. We are exposed to interest rate volatility on existing variable rate debt instruments and future incurrences of fixed or variable rate debt, which exposure primarily relates to movements in various interest rates. We use interest rate swaps and forward starting swaps to hedge our exposure to the impact of interest rate changes on existing debt and future debt issuances, respectively. All market risk sensitive instruments were entered into for purposes other than for trading purposes.
For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposures to market risk have not changed materially since December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act)), under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2025. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation, the CEO and CFO have concluded that these disclosure controls and procedures were effective as of June 30, 2025.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Changes in Internal Control over Financial Reporting
No changes occurred in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We believe there is no pending or threatened litigation that could have a material adverse effect on our financial position, operations or liquidity.
SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.
ITEM 1A. RISK FACTORS
We do not believe there have been any material changes in the risk factors previously disclosed in Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
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Table of Contents
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act), or through privately negotiated transactions. During the three months ended June 30, 2025, we repurchased shares through a trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act.
The following table provides information with respect to purchases of common stock made by the company during the three months ended June 30, 2025:
Common Share Purchases |
|
Total Number of Shares Purchased |
|
|
Average Price Paid Per Share |
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
|
|
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs |
|
||||
April 1 - April 30 |
|
|
105,000 |
|
|
$ |
39.87 |
|
|
|
105,000 |
|
|
$ |
81,668,856 |
|
May 1 - May 31 |
|
|
1,313,823 |
|
|
$ |
39.33 |
|
|
|
1,313,823 |
|
|
$ |
30,000,150 |
|
June 1 - June 30 |
|
|
— |
|
|
$ |
— |
|
|
|
— |
|
|
$ |
30,000,150 |
|
Total |
|
|
1,418,823 |
|
|
$ |
39.37 |
|
|
|
1,418,823 |
|
|
$ |
30,000,150 |
|
At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. We record share repurchases upon trade date as opposed to settlement date when cash is disbursed.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2025, none of the company's officers or directors
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ITEM 6. EXHIBITS
EXHIBIT NUMBER |
DESCRIPTION |
3.1*
|
Fourth Restated Certificate of Incorporation of the Registrant, effective May 1, 2023, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on May 4, 2023. |
3.2* |
Amended and Restated Bylaws of the Registrant, effective December 6, 2024, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2024. |
4 |
See Exhibits 3.1 and 3.2. The registrant undertakes to furnish to the Commission, upon request, any instrument defining the rights of holders of long-term debt. |
10.11 |
Eleventh amendment to Second Amended and Restated Term Loan Agreement dated May 1, 2025, by and among the Registrant and its wholly-owned subsidiaries as borrowers and AgWest Farm Credit, PCA (as successor in interest to Northwest Farm Credit Services, PCA), as Administrative Agent, the Guarantors party thereto, the Lenders party thereto, and the Voting Participants party thereto. |
10.21 |
Second Amendment to Third Amended and Restated Credit Agreement dated as of May 1, 2025 by and among the Registrant and its wholly-owned subsidiaries as borrowers, KeyBank National Association as Administrative Agent, and the Lenders party thereto. |
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 PotlatchDeltic Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 1, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024, (iii) the Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024, and (vi) the Notes to Condensed Consolidated Financial Statements. |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101). |
* Incorporated by reference.
1 Document filed with this Form 10-Q.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
PotlatchDeltic Corporation |
|
|
|
(Registrant) |
|
|
|
|
|
|
|
By |
/s/ GLEN F. SMITH |
|
|
|
Glen F. Smith |
|
|
|
Chief Accounting Officer (Duly Authorized; Principal Accounting Officer) |
|
|
|
|
|
|
|
|
Date: |
August 1, 2025 |
|
|
39