2024 ANNUAL
REPORT
PotlatchDeltic Corporation (Nasdaq: PCH) is a leading Real Estate Investment Trust (REIT) with ownership of 2.1 million acres of
timberlands in Alabama, Arkansas, Georgia, Idaho, Louisiana, Mississippi and South Carolina. Through its taxable REIT subsidiary,
the company also operates six sawmills, an industrial-grade plywood mill, a residential and commercial real estate development
business and a rural timberland sales program. PotlatchDeltic, a leader in sustainable forest management, is committed to corporate
responsibility. More information can be found at www.potlatchdeltic.com.
1 2022 includes a $0.95 per share, or $75.7 million, special dividend.
2 Total Adjusted EBITDDA is a non-GAAP measure. Refer to Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on
Form 10-K enclosed herewith for definition and reconciliation to the nearest GAAP measure.
FINANCIAL INFORMATION
Dollars in thousands
2024
2023
2022
Revenues
$ 1,062,076
$ 1,024,075
$ 1,330,780
Net income
$
21,876
$
62,101
$ 333,900
Total assets
$ 3,305,443
$ 3,431,256
$ 3,550,555
Long-term debt (including current portion)
$ 1,034,652
$ 1,033,728
$ 1,032,680
Total stockholders’ equity
$ 2,037,670
$ 2,171,098
$ 2,263,153
Capital expenditures, excluding timber and timberland acquisitions:
Property, plant and equipment
$
63,891
$
95,916
$
56,976
Timberlands reforestation and roads
24,764
23,863
17,718
Real estate development expenditures
8,088
11,504
8,102
Total capital expenditures
$
96,743
$
131,283
$
82,796
Distributions to common stockholders 1
$
142,350
$
143,595
$ 208,133
Common shares outstanding (in thousands)
78,684
79,365
79,683
Adjusted EBITDDA:
Timberlands
$
138,729
$
151,321
$ 249,373
Wood Products
(7,654)
20,487
290,907
Real Estate
147,021
67,775
73,258
Corporate
(49,065)
(45,406)
(49,314)
Eliminations and adjustments
3,069
6,057
9,931
Total Adjusted EBITDDA2
$
232,100
$ 200,234
$ 574,155
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2024
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 1-32729
POTLATCHDELTIC CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
82-0156045
(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
601 West 1st Ave., Suite 1600
Spokane, Washington
99201
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (509) 835-1500
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS
Trading symbol(s)
NAME OF EACH EXCHANGE ON WHICH REGISTERED
Common Stock ($1 par value)
PCH
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☒ Yes ☐ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically 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). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated filer
☒
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 has filed a report on and attestation to its management’s assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included
in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
The aggregate market value of the common stock held by non-affiliates of the registrant at June 30, 2024, was approximately $3,076.2 million,
based on the closing price of $39.39 per share.
As of February 10, 2025, 78,788 shares (in thousands) of the registrant's common stock, par value $1 per share, were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive proxy statement for the 2025 annual meeting of stockholders expected to be filed with the Commission on or about
March 27, 2025, are incorporated by reference in Part III hereof.
Auditor Name: KPMG LLP Auditor Location: Seattle, Washington Auditor Firm ID: 185
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Table of Contents
PAGE
NUMBER
PART I
ITEM 1.
BUSINESS
3
ITEM 1A. RISK FACTORS
16
ITEM 1B. UNRESOLVED STAFF COMMENTS
29
ITEM 1C CYBERSECURITY
29
ITEM 2.
PROPERTIES
31
ITEM 3.
LEGAL PROCEEDINGS
31
ITEM 4.
MINE SAFETY DISCLOSURES
31
PART II
ITEM 5.
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
31
ITEM 6.
RESERVED
32
ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
33
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
45
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
47
Consolidated Statements of Operations
49
Consolidated Statements of Comprehensive Income
50
Consolidated Balance Sheets
51
Consolidated Statements of Cash Flows
52
Consolidated Statements of Stockholders' Equity
53
Index for Notes to Consolidated Financial Statements
54
Notes to Consolidated Financial Statements
55
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
84
ITEM 9A. CONTROLS AND PROCEDURES
84
ITEM 9B. OTHER INFORMATION
86
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
86
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
86
ITEM 11. EXECUTIVE COMPENSATION
86
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
86
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
86
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
86
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
87
ITEM 16. FORM 10-K SUMMARY
92
SIGNATURES
93
[This page intentionally left blank]
EXPLANATORY NOTE
For purposes of this report, any references to "the company,” “us,” “we” and “our” include PotlatchDeltic Corporation
and its consolidated subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains, in addition to historical information, certain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These
statements often reference or describe our expected future financial and operating performance, including without
limitation, the success of our business strategies; expected effectiveness of our hedging instruments and swaps;
expected return on pension assets; required contributions to pension plans; the weighted-average period over which
compensation cost relating to our nonvested performance share awards (PSAs) and restricted stock units (RSUs)
is expected to be realized; expected amortization expense with respect to intangible assets; amount of net earnings
on cash flow hedges expected to be reclassified into earnings in the next 12 months; expected tax payments and
deferrals; anticipated share repurchases and dividend payments; potential cash balances, cash flows from
operations and expected liquidity; potential uses of and estimated payments under our revolving line of credit; the
expected dollar amount of our share of the total sediment remediation project costs related to Thompson Reservoir;
expectations regarding the development of forest carbon credits, carbon sequestration and other natural climate
solution (NCS) markets; expectations regarding debt obligations, interest payments and debt refinancing; expected
purchase obligations and other cash commitments; expectations regarding the U.S. housing market, home repair
and remodeling activity; the lumber and log markets, lumber prices, lumber shipment volumes, sawlog demand,
percent of log sales by log supply agreements; timber harvest volumes, standing timber inventory, sawlog mix and
pricing; rural real estate and residential and commercial real estate development sales, and the average price per
acre and developed lot and other terms; sufficiency of cash to meet operating requirements; expected 2025 capital
expenditures and anticipated returns on investment; expectations regarding the expansion and modernization
project at our Waldo, Arkansas sawmill, including increases in production capacity and reduction in operating costs
and the time it will take to achieve them; 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 expects, may, could, should, will, believes, anticipates, estimates, expects,
future, intends, plans, potential, projection, strive, targets, or similar words or terminology. These forward-looking
statements are based on our current expectations and assumptions and are not guarantees of future events or
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. The factors listed below and those described under Part I – Item 1A. Risk Factors and Part II – Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations, as well as other factors
not described herein because they are not currently known to us or we currently judge them to be immaterial, may
cause our actual results to differ significantly from our forward-looking statements. We undertake no obligation to
update our forward-looking statements after the date of this report.
Risks, Uncertainties and Assumptions
Our actual financial position, cash flows, stock price and results of operations could differ materially from our
historical results or those expressed or implied by forward-looking statements contained in this report. Important
factors that could cause or contribute to such differences include, but are not limited to, the following:
•
the effect of general economic conditions in the United States (U.S.) and international economies, including
employment rates, rates of inflation, interest rate levels, discount rates, housing starts and the general
availability of financing for home mortgages;
•
changes in silviculture;
•
timber cruising variables;
•
changes in state forest acts or best management practices;
•
changes in timber growth rates and harvest levels on our lands;
•
changes in timber prices and timberland values;
•
changes in policy regarding governmental timber sales;
•
changes in requirements for Forest Stewardship Council (FSC®) or Sustainable Forestry Initiative (SFI®)
certification;
•
changes in the level of residential and commercial construction and remodeling activity;
2
•
changes in tariffs, quotas and trade agreements involving wood products;
•
changes in demand for our products and real estate;
•
availability of labor and developable land;
•
changes in production and production capacity in the forest products industry;
•
competitive pricing pressures for our products;
•
unanticipated manufacturing disruptions, including disruptions or inefficiencies in our supply chain and/or
operations;
•
the effect of weather on our harvesting and manufacturing activities;
•
the risk of loss from fires (such as the Ola, Arkansas sawmill fire and fires on our timberlands), floods,
windstorms, hurricanes, pest infestation and other natural disasters;
•
impact of public health epidemics and other outbreaks and the impact of governmental responses to such
outbreaks on our business, suppliers, consumers, customers and employees;
•
changes in the cost or availability of shipping and transportation;
•
performance of our manufacturing operations, including maintenance and capital requirements;
•
the level of competition from domestic and foreign producers;
•
changes in raw material and other costs;
•
changes in market incentives for emerging natural climate solutions opportunities, such as a carbon capture
and storage, biofuels, lithium extraction, and solar and other alternative energy opportunities;
•
changes in principle expenses;
•
collectability of amounts owed by customers;
•
changes in currency exchange rates;
•
changes in federal and state tax laws and policies;
•
changes in global or regional climate conditions and governmental response to such changes;
•
changes in general and industry-specific state and federal laws and regulations, and interpretations thereof
by regulatory agencies;
•
unforeseen environmental liabilities or expenditures;
•
changes in accounting principles;
•
the ability to satisfy complicated rules in order to remain qualified as a Real Estate Investment Trust (REIT);
•
changes in tax laws that could reduce the benefits associated with REIT status;
•
the ability to achieve our greenhouse gas emissions reduction targets;
•
our ability to obtain certification for a carbon credit project and to sell carbon credits;
•
our ability to achieve the increased capacity and reduced operating costs expected from the modernization
and expansion of the Waldo, Arkansas sawmill; and
•
the failure of third parties to exercise option contracts for the purchase or lease of land intended for planned
solar projects.
3
PART I
ITEM 1. BUSINESS
General
PotlatchDeltic Corporation, formerly known as Potlatch Corporation and also formerly known as Potlatch Holdings,
Inc., was incorporated in Delaware in September 2005 to facilitate a restructuring to qualify for treatment as a REIT
for federal income tax purposes. It is the successor to the business of the original Potlatch Corporation, which was
incorporated in Maine in 1903. In 2018, Deltic Timber Corporation (Deltic) merged into a wholly-owned subsidiary
of Potlatch. Following the merger, Potlatch changed its name to PotlatchDeltic Corporation.
We are a leading timberland REIT with operations in nine states and ownership of 2.1 million acres of timberland in
seven of those states. We also own six sawmills and 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
The map below shows the locations of our timberlands, manufacturing facilities, real estate development operations,
and our corporate headquarters located in Spokane, Washington.
Additional information regarding each of our business segments is included in this section, as well as in Part II –
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 2:
Segment Information in the Notes to Consolidated Financial Statements.
As a REIT, we generally are not subject to federal and state corporate income taxes on our income from investments
in real estate that we distribute to our stockholders, including the income derived from the sale of standing timber.
We are required to pay federal and state corporate income taxes on income generated from the operations of our
taxable REIT subsidiaries (PotlatchDeltic TRS or TRS), which principally consists of our Wood Products
manufacturing operations and certain real estate investment activities.
4
Business Strategy
Our business strategy encompasses the following key elements:
•
Timberlands provide stability. We own high-quality timberlands under a tax-efficient REIT structure,
representing over 80% of our gross asset value. We manage our timberlands sustainably over the long-term
using best management practices designed to optimize the balance among timber growth, prudent
environmental management and current cash flow, in order to achieve increasing levels of sustainable yield
over the long-term. The stability of cash flows derived from our timberlands supports a sustainable dividend.
•
Leverage to lumber prices. We have the highest direct leverage to lumber prices of the timber REITs. Our
leverage to lumber is attributable to both our lumber manufacturing business and indexed sawlog prices in
Idaho. We are well positioned to take advantage of favorable long-term housing fundamentals. Returns
earned by this component of our strategy provide funding for discretionary capital allocation opportunities.
•
Integrated Timberlands and Wood Products operating model. Internal log sales to our mills comprised
approximately 26% of our Timberlands revenues in 2024 and represented approximately 35% of our Wood
Products segment's fiber costs. This strategy enables us to maximize the value of our assets by providing
both a consistent and predicable customer for our timber and a reliable source of high quality logs for several
of our Wood Products facilities.
•
Efficient and productive Wood Products facilities. We rank as a top-10 softwood lumber producer in the U.S.
with approximately 1.2 billion board feet of capacity. We also own an industrial grade plywood mill with
approximately 150 million square feet of capacity. Discretionary capital expenditures in our mills are typically
targeted to earn returns exceeding 15%.
•
Capturing incremental value of our real estate holdings. A portion of our timberland acreage is more valuable
for other purposes, such as recreation, conservation, alternative energy facilities (such as solar farms),
residential or commercial development, or to other timberland or real estate investors. We continually assess
the potential uses of our lands and manage them proactively for the highest value. We currently have
identified approximately 135,000 acres of non-core timberland real estate that we intend to sell over time.
Our real estate development activity in the TRS is primarily focused on a 4,800-acre premier master-planned
community in Little Rock, Arkansas.
•
Pursuing accretive acquisitions. We pursue timberland acquisitions that meet our financial and strategic
criteria. The critical elements of our acquisition strategy generally include acquiring properties that
complement our existing land base, are cash flow accretive and have attractive timber or include non-core
timberland uses such as recreational, conservation, commercial, or residential purposes that we can sell
over time.
•
Committed to corporate responsibility. We focus on meeting the needs of our stakeholders, now and into
the future, and are committed to responsible corporate citizenship, and corporate responsibility
considerations integrated in the way we do business every day. Environmental Stewardship is a company
core value instilled by managing a renewable resource for the long term. We recognize that our
environmental commitment, the well-being of our employees, the independence and oversight of our board
of directors, the positive impact we have in our communities, and our public advocacy can have a profound
impact on our success for our stakeholders.
Business Segments
The health of the U.S. housing market strongly affects the performance of all our business segments. Demand for
sawlogs within our Timberlands segment is directly affected by domestic production of wood-based building
products. Our Wood Products segment primarily sells into the new residential building and repair and remodel
markets. Seasonal weather patterns impact the level of construction activity in the U.S., generally characterized by
a reduction in activity during the winter months, which in turn affects the demand for our logs and wood products.
Our Real Estate segment is affected by a variety of factors, including the general state of the economy, local real
estate market conditions, the level of construction activity in the U.S., and the evolution of natural climate solutions
markets. No third-party customer represented more than 10% of our consolidated revenues in 2024, 2023 or 2022.
Timberlands Segment
Industry Background. The demand for sawlogs is significantly dependent upon price, species, grade, quality,
proximity to wood consuming facilities and the ability to meet customer needs. The demand for pulpwood is
dependent on the pellet, paper and pulp-based manufacturing industries. Both sawlogs and pulpwood are affected
by domestic and international economic conditions, global population growth and other demographic factors,
industry capacity and the value of the U.S. dollar in relation to foreign currencies. Locally, timber demand and pricing
also fluctuate due to the expansion or closure of individual wood products and pulp-based manufacturing facilities.
5
Local log supplies also change in response to prevailing timber prices. Log supplies and prices are impacted by the
demand for new homes in the United States, repair and remodel activity, wood product mill capacity, log and lumber
exports and the impacts from weather-related conditions or natural disasters. Rising timber prices often lead to
increased harvesting on private timberlands, including lands not previously made available for commercial timber
operations. In the majority of the U.S. South, an oversupply of ready-to-cut standing timber exists due to years of
low and deferred harvesting as a result of the accumulated housing underbuilding over the past decade, the
conversion of southern row crop land to timberland through federal government incentives over 30 years ago, and
increased productivity due to improved silvicultural practices (genetically modified seedlings, plantations,
fertilization). All of these factors contribute to the over-supply of timber driving stagnant sawlog prices in parts of the
South.
Log availability has experienced tension in the Pacific Northwest and Western Canada as a result of several years
of devastating forest fires, continued harvest restrictions on federal and provincial lands and damage caused by the
mountain pine beetle. These events are contributing to British Columbia mill production curtailments, mill closures,
a shift of Canadian softwood lumber production to the eastern provinces of Canada, and investment by both
Canadian and U.S. producers in existing and new mills in the U.S. South where there is more log availability.
Timberlands Operations. We strive to maximize returns from our timberlands by selling both delivered logs and
entering into stumpage sales to external customers while managing our timberlands sustainably over the long term.
We compete in the marketplace through our ability to provide our customers with a consistent and reliable supply
of high-quality logs at scale volumes and competitive prices. The Timberlands segment sells a portion of its logs at
market prices to our Wood Products facilities. Intersegment sales to our Wood Products facilities were
approximately 26%, 27%, and 33% of our total Timberlands segment revenues for 2024, 2023, and 2022,
respectively. The segment also sells sawlogs and pulpwood to a variety of forest products companies located near
our timberlands. The segment’s customers range in size from small operators to multinational corporations.
In general, our log supply agreements with third-party customers require a specified volume of timber to be delivered
to defined customer facilities at prices that are adjusted periodically to reflect market conditions. Prices in our
Northern region contracts are adjusted periodically by species to prevailing market prices for logs, lumber, wood
chips and other residuals. Additionally, for both external and internal customers, we index the price of approximately
75% of our Northern sawlogs sold to the price of lumber. Typically, prices in our Southern region contracts are
adjusted every three months based on prevailing market prices for logs, and our Southern log supply agreements
are in place for one to five years. During 2024, 2023, and 2022, approximately 29%, 28%, and 31%, respectively,
of our total harvest volume was sold under long-term log supply agreements with third parties. We expect
approximately the same percentage of our total harvest volume to be sold to third parties under log supply
agreements in 2025. The segment also generates revenue from other timber and non-timber sources such as
hunting leases, recreation permits and leases, mineral rights leases and carbon sequestration.
As the owner of mineral rights and interests, we typically do not invest in development or actively participate in such
activities. Rather, we enter into contracts with operators granting them the rights to explore, develop and sell energy
and other extracted minerals that may be produced from our property from such activities in exchange for rents and
royalties. We generally reserve mineral rights when selling timberland acreage.
Timberlands Ownership. The Timberlands segment sustainably manages 2.1 million acres of timberlands,
including approximately 19,000 acres under long-term leases. The following provides additional information about
our timberlands at December 31, 2024.
Region
State
Description
Acres (in thousands)
Northern region
Idaho
Variety of commercially viable softwood species,
such as Douglas fir, grand fir and inland red cedar
624
Southern region
Arkansas
Primarily southern yellow pine and hardwoods
931
Georgia
Primarily southern yellow pine and hardwoods
211
Alabama
Primarily southern yellow pine and hardwoods
138
Mississippi
Primarily southern yellow pine and hardwoods
130
South Carolina Primarily southern yellow pine and hardwoods
56
Louisiana
Primarily southern yellow pine and hardwoods
29
Total Southern region
1,495
Total
2,119
Standing Timberland Volumes. The aggregate estimated volume of current standing merchantable timber
inventory is updated annually to reflect increases due to reclassification of young growth to merchantable timber
when the young growth meets defined diameter specifications, the annual growth rates of merchantable timber,
6
and the acquisition of additional merchantable timber, and to reflect decreases due to timber harvests, land sales
and changes resulting from other factors such as disease or casualty losses. This estimate is derived using methods
consistent with industry practice and is based on statistical methods, long-term research studies, and field sampling.
We must use various assumptions and judgments to determine both our current timber inventory and the timber
inventory that will be available over the harvest cycle; therefore, the physical quantity of such timber may vary
significantly from our estimates. The estimated timberland volume includes timber in environmentally sensitive
areas where the timberlands are managed in a manner consistent with best management practices and state forest
practice acts.
The following provides additional information about our estimated standing timber inventory at December 31:
(Tons in millions)
2024
2023
Change
Northern region
26.4
27.3
(0.9 )
Southern region
84.9
86.1
(1.2 )
Total
111.3
113.4
(2.1 )
Timberlands Harvest. Our short-term and long-term harvest plans are critical factors in our timberland
management process. Each year, we prepare a harvest plan designating the timber tracts and volumes to be
harvested during that particular year. Our harvest plans take into account changing market conditions, are designed
to contribute to the growth of the remaining timber and reflect our policy of environmental stewardship. These plans
optimize harvest schedules, incorporating best forest management practices such as streamside management
zones and stand level retention of wildlife habitat features. We conduct all operations in accordance with regulatory
and certification requirements that protect water quality, wildlife habitat, and worker safety. Each harvest plan
reflects our analysis of the age, size and species distribution of our timber, as well as our expectations about harvest
methods, growth rates, the volume of each species to be harvested, anticipated dispositions, thinning operations,
regulatory constraints and other relevant information. Since sustainable harvest plans are based on projections of
weather, timber growth rates, regulatory constraints and other assumptions, many of which are beyond our control,
there can be no assurance that we will be able to harvest the volumes projected or the specific timber stands
designated in our harvest plans.
The following table presents a summary of our total timber harvest by region during 2024.
Timber Harvested
(Tons in thousands)
Sawlogs
Pulpwood
Stumpage
Total
Northern region
1,445
22
—
1,467
Southern region
2,705
2,124
1,340
6,169
Total
4,150
2,146
1,340
7,636
Our total current harvest projection for 2025, which is based on constant timberland holdings and takes into
consideration such factors as market conditions, the age of our timber stands, and recent timberland sales and
acquisitions, is expected to be approximately 7.4 million tons.
Detailed harvest information for the years ended December 31, 2024 and 2023, by region and product is presented
in Part II – Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
Wood Products Segment
Operations. We are a top 10 softwood lumber manufacturer in the U.S. with 1.2 billion board feet of capacity. We
also own an industrial grade plywood mill with 150 million square feet of capacity. We compete based on product
quality, customer service and price. We believe that competitiveness in the industry is largely based on individual
mill efficiency and on the availability of competitively priced raw materials on a facility-by-facility basis, rather than
on the number of mills operated. This is because it is generally not economical to transfer logs between or among
facilities, which might permit a greater degree of specialization and operating efficiencies. Instead, each facility must
utilize the raw materials that are available to it in a relatively limited geographic area. As several of our mills source
a portion of their logs from our owned timberlands, we believe we are able to compete effectively with companies
that have a larger number of mills or source their fiber strictly from third parties.
7
A description of our Wood Products facilities and their respective capacities at December 31, 2024 are as follows:
Annual Capacity1,2
Sawmills:
Waldo, Arkansas
275 MMBF
Warren, Arkansas
220 MMBF
St. Maries, Idaho
185 MMBF
Gwinn, Michigan
185 MMBF
Ola, Arkansas
150 MMBF
Bemidji, Minnesota
140 MMBF
Total MMBF
1,155 MMBF
Plywood Mill:
St. Maries, Idaho
150 MMSF
1. Capacity represents the proven annual production capabilities of the facility under normal operating conditions and producing a normal
product mix. Normal operating conditions are based on the configuration, efficiency and the number of shifts worked at each individual facility.
In general, the definition includes two shifts per day for four days per week (10 hours per shift) at each facility, which is consistent with
industry-wide recognized measures. Production can exceed capacity due to efficiency gains and overtime. Actual sawmill production for 2024
was 1,120 MMBF.
2. MMBF stands for million board feet; MMSF stands for million square feet, 3/8-inch panel thickness basis.
Our Wood Products segment manufactures and sells lumber, plywood and residual products at seven mills located
in Arkansas, Idaho, Michigan and Minnesota. The segment’s products are largely commodity products, which are
sold through our sales team to end users, retailers or wholesalers for nationwide distribution primarily for use in
home building, repair and remodeling, industrial products and other construction activity. In general, the following
factors influence sales realization and demand for wood products:
•
Residential and multi-family construction is influenced by factors such as population growth and other
demographics, availability of labor and developable land, level of employment, consumer confidence,
consumer income, availability of financing, interest rates, housing affordability, and the supply and pricing
of existing homes on the market.
•
Repair and remodel of existing homes is influenced by the size and age of existing housing stock, which is
estimated on average at over 40 years, and access to home equity financing and other credit.
•
The supply of commodity building products is influenced by changes in production capacity and utilization
rates, weather, raw material supply, availability of skilled labor, and available transportation.
We invest in maintenance and discretionary capital projects at our Wood Products facilities. Our ongoing capital
improvements provide increased productivity, enhanced employee safety, and compliance with regulatory
standards and environmental benefits. We evaluate discretionary capital improvements primarily based on
expected level of return on investment. For example, during the third quarter of 2024, we completed the construction
phase of the previously announced $131 million expansion and modernization at our Waldo, Arkansas sawmill,
which included upgrades to the log yard and planer, a new saw line, and a new continuous dry kiln and is expected
to increase the sawmill’s annual capacity and reduce its operating costs significantly.
Wood Procurement. Our procurement foresters purchase wood fiber for our facilities from our timberlands or from
private, state and federal sources. We are committed to producing wood products that meet both customer demand
and quality expectations as well as responsibly sourcing the raw materials. All seven of our facilities are certified to
the SFI Fiber Sourcing Standard, which provides structure to how we, as an SFI Program participant, purchase
fiber from both certified and non-certified forestland. In 2024, 100% of the timber consumption at all our Wood
Products facilities was SFI Fiber Sourcing certified. We generally do not enter into long-term supply contracts for
the purchase of a significant volume of logs. During 2024, 2023, and 2022, purchases from our Timberlands
segment were approximately 35%, 37%, and 49% of our Wood Products segment fiber costs, respectively.
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Real Estate Segment
The activities of our Real Estate segment consist primarily of the sale of rural land and real estate development and
subdivision activity.
Rural real estate operations. We sell rural land that is not strategic to our core timberland operations, or that has
higher values for recreational, conservation, commercial or residential purposes. We currently have identified
approximately 135,000 acres of non-core timberland real estate that we intend to sell over time. Sales of these
lands may occur over a decade or more. We continually assess the highest value and best use of our timberlands
through periodic stratification assessments on our timberlands, and also as new timberlands are acquired. This
assessment also includes identifying land that may be better suited for NCS activities such as forest carbon offsets,
carbon capture and storage projects, and selling or leasing timberlands to third parties for renewable energy projects
such as solar power generation facilities.
From time to time, we also take advantage of opportunities to sell core timberland where we believe pricing to be
particularly attractive, to match a sale with a purchase of more desirable property while deferring taxes in a like-
kind exchange transaction, or to meet various other financial or strategic objectives. Occasionally, we sell a small
amount of timberland acreage in areas where we choose to reduce our market presence and capture a price that
exceeds the value derivable from holding and operating as commercial timberlands. These transactions will vary
based on certain factors, including the location and physical and operating characteristics of the timberlands.
Results of our rural real estate operations depend on the demand for our non-core timberlands, the types and
possible uses of properties sold, the basis of these properties and the timing of closings of property sales.
Development real estate operations. The Real Estate segment also engages in real estate development and
sales, and at times sells undeveloped acreage, through our TRS. For example, our development at Chenal Valley
in Little Rock, Arkansas is a premier, upscale master planned community, with approximately 4,800 acres of
residential and commercial properties centered around a country club with two championship golf courses. In
Chenal Valley, approximately 20% of each neighborhood is set aside as greenspace and approximately 15% of the
total acreage is preserved as greenspace throughout the development and between neighborhoods. In addition,
we have approximately 800 acres of land available for future development at our Red Oak Ridge development in
Hot Springs, Arkansas, which incorporates many of the same environmentally conscious practices as Chenal
Valley.
Residential lots are sold to homebuilders and individuals, while commercial sites are sold to developers and
businesses. Infrastructure and other improvements to support the development and sale of residential and
commercial properties are provided for and funded directly by us, or in some circumstances, through real property
improvement districts. Most of the core infrastructure is already in place for Chenal Valley resulting in future
infrastructure investments primarily for the development and sale of additional property. We develop such properties
when sufficient demand exists and typically develop about 130 residential lots in the Chenal Valley area each year.
At December 31, 2024, we had approximately 1,200 potential residential lots available for future development and
sale and approximately 270 additional acres available for commercial purposes.
Results of our development real estate operations primarily depend on the quantity, pricing and timing of property
sales. Pricing is a function of lot size, type and location within the development as well as the amount of new and
existing housing inventory levels. Our competitors in our real estate markets are other landowners or developers.
Seasonality
Log and pulpwood sales volume in our Timberlands segment is typically lower in the first half of each year as winter
rains in the Southern region and spring thaw in the Northern region limit timber harvesting operations due to
softened roadbeds and wet logging conditions that restrict access to logging sites. The third quarter is typically our
Timberlands segment's strongest production quarter. Demand for our manufactured wood products typically
decreases in the winter months when construction activity is lower, while demand typically increases during the
spring, summer and fall when construction activity is generally higher. Additionally, our Northern mills also produce
less during the winter months due to colder operating conditions and frozen logs. Rural real estate dispositions and
acquisitions can be adversely affected when access to any properties to be sold or considered for acquisition is
limited due to adverse weather conditions. Development real estate sales at Chenal Valley occur throughout the
year and is dependent upon when our development of residential neighborhoods and commercial lots are
substantially completed. The timing of these sales can also be impacted by weather and contractor availability to
complete the necessary infrastructure and other improvements prior to bringing developed real estate to market.
9
Corporate Responsibility Practices
We deliver a range of sustainable economic, social, and environmental values for our stakeholders and strive to do
our part to help the planet for future generations. Our sustainably managed forests play a critical role in mitigating
climate change and promoting biodiversity, while our wood products store carbon until the end of their use and
eventual decay. Our mission is to grow and produce the resources that build a foundation for our lives and improve
the communities where we live, work, and play. Our values are safety, inclusion and respect, integrity, operational
excellence, community, and environmental stewardship. We execute our mission through the lens of our strategy
across four pillars: Forests, Planet, People, and Performance. We acknowledge the importance of the United
Nations Sustainable Development Goals (SDGs) as part of a commonly agreed upon global ambition, support all
seventeen SDGs, and have identified SDGs 6 (Clean water and sanitation), 8 (Decent work and economic growth),
12 (Responsible consumption and production), 13 (Climate action), 15 (Life on land), and 17 (Partnerships for the
goals) as the goals where we can make the largest impact. We have developed strategic initiatives and goals within
each of our pillars that are connected to the SDGs. Maintaining a strong foundation of corporate responsibility is a
key component of our ability to drive long-term stakeholder value, and these principles guide us in how we conduct
our business every day.
Forests
Sustainable Forestry Practices. Our timberland management promotes clean air and high water and soil quality,
while caring for biodiversity and wildlife habitat. Our timberlands also provide abundant recreational opportunities
for our communities. We recognize the role forests play in combating climate change, with our timberlands providing
a powerful source of carbon removal, storage, and cycling. In addition, harvested trees made into wood products
continue to store carbon they have sequestered and can substitute for other building materials that generate more
fossil fuel emissions, such as concrete and steel. By leveraging decades of management experience and working
closely with scientific research organizations, we manage our timberlands on a sustainable basis according to
internationally recognized forest management standards while considering how climate change could create
potential risks and opportunities. Our environmental, health, safety, and forest stewardship policies reinforce our
timberlands management approach. We are a leader in forest stewardship and sustainability and are subject to
rigorous third-party auditing and certification of our forest practices that further supports our sustainability goals,
including clean air and water and protection of wildlife habitats.
Our timberlands are working forests where we take appropriate measures to protect biological diversity, water
quality and other ecosystem values. To operate successfully, we need our forests to provide a sustainable supply
of wood fiber now and long into the future. Our timberlands also provide unique environmental, cultural, historical,
and abundant recreational opportunities for our communities. We recognize that some areas need to be conserved
and species at risk need to be protected on the lands we manage. We invest resources and work to protect these
and other qualities, while still managing our forests to produce financially mature timber. Our timberlands include a
wide diversity of softwood and hardwood species.
We have developed internal best management practices (BMPs) that include regulatory and certification
frameworks and provide a consistent, tested means of implementing environmental protection to promote
sustainable timberland management. We use these practices to maintain the health of forest soil, protect water
quality and aquatic habitat, and promote biodiversity. Our foresters implement BMPs as part of our environmental
management system. Logging contractors must be on an approved contractor list and receive annual training, and
we require that all logging contractors implement applicable BMPs during forest management activities on our lands
by following specific prescriptions for the tract being harvested and for planting following final harvests. Historically,
we harvest, on average, between 3% and 4% of our forests acres each year, and 100% of our timberlands are
reforested after harvesting. On average, we plant approximately 30 million tree seedlings per year. The primary
goal of our reforestation program is to utilize the best planting stock possible that is selectively bred to achieve
superior disease resistance, produce excellent form, exhibit high growth rates and be well-adapted to the local
climate and growing conditions.
All of our timberlands are certified to the SFI Forest Management standards and approximately 70% of our
combined timberlands in Arkansas and Louisiana are also certified to the FSC Forest Management standards.
Generally, we are able to realize price premiums for pulpwood from our FSC certified lands. We also take an active
approach to regulatory developments by participating in standard setting where possible. We work cooperatively
with regulators to create voluntary conservation plans that address environmental concerns while preserving our
ability to operate our timberlands efficiently.
Timberland acreage impacted by wildfires has increased since 2000, particularly in Western Canada and the Pacific
Northwest. As the largest private landowner in Idaho, we have implemented several practices to help mitigate
wildfire risk on our Idaho timberlands. Such practices include installing and maintaining a series of dip ponds across
our ownership, maintaining our road infrastructure for access, and participating in fire protection districts or
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cooperative agreements with state, federal and private timberland owners where participants contribute assets and
resources to fight fires regardless of the location of the fire. During periods of high fire danger, we may prohibit
campfires, close access on our timberlands, adjust harvest schedules to late evening/early mornings and post
individuals on site following logging activities to monitor for potential fire outbreaks. Further, from May to October,
our agreements with both logging and silviculture contractors require them to have specific firefighting resources
such as water, water pumps and hand tools on site. Prescribed burning is an important tool in forest management
to remove post-logging woody debris known as slash and to help prepare sites for replanting. Slash is managed
through installation of fire breaks, mechanical piling and pile burning. Approvals for burning the remaining slash are
obtained through the Montana/Idaho Airshed Group, which evaluates atmospheric conditions and other burning
activities underway to minimize airshed impacts.
Our Southern timberlands are less susceptible to wildfires than our Western timberlands because they are located
in areas that have relatively high humidity. Our Southern harvesting operations result in less slash at final harvest
and the slash deteriorates more rapidly. In the South, the terrain allows slash to be mechanically spread back into
the tract returning nutrients to the soil. These practices not only help ensure our timberlands are available for future
harvest, but also reduce potential environmental impacts that can come from wildfires.
Environmental Stewardship. We have a long legacy of excellence in sustainable timberland management and in
protecting water, soil, and wildlife. Our approach includes managing timberlands using advanced long-term strategic
harvest scheduling models and replanting harvested areas.
Forests are diverse ecological systems with habitats for plants, animals, and organisms. Active forest management
is a valuable tool for creating and maintaining a wide range of biodiversity benefits, enabling forests to stay healthy
and productive. Our commitment to conserving biodiversity on our forest lands is based on this recognition that
well-managed working forest lands provide a broad range of habitats for aquatic, avian, and terrestrial biodiversity.
Four main components comprise our approach to maintaining and enhancing biodiversity: (1) landscape-level
management; (2) stand-level diversity; (3) protection of ecologically unique sites or species; and (4) research.
Our timberlands are a source for providing clean water to communities in our watersheds through capturing and
filtering water. The water quality BMPs utilized on our timberlands help us to conserve and protect water quality by
minimizing sediment through the filtering ability of natural vegetation and erosion control measures adjacent to
water bodies. The BMPs include practices such as leaving streamside management zones during harvest, properly
designing and constructing logging roads, and using logging methods and equipment that protect water quality.
Conservation. As a custodian of our timberlands, we recognize that the best outcome for some of our timberlands
could be to conserve them as forestland in perpetuity. We work with a wide range of stakeholders for conservation
outcomes on our timberlands including states, cities, counties, water authorities, tribal governments, and
environmental/conservation organizations such as The Conservation Fund, The Nature Conservancy, and the Trust
for Public Land. We have preserved riverfront along the Mississippi River in Minnesota, helped secure the source
of drinking water for the City of Little Rock in Arkansas, and provided numerous opportunities to expand public
hunting, hiking and other public access across our timberland ownership. In addition, we work to protect species at
risk and have entered into habitat conservation agreements to protect endangered species. Since 2018,
approximately 50% of our rural land sales acreage has been for conservation with the remaining 50% for
recreational and other purposes.
Planet
Responsible Manufacturing. Our Wood Products manufacturing processes focus on safety and operational
excellence with attention to minimizing our environmental footprint. An experienced professional team actively
manages environmental compliance at our Wood Products facilities, and we have implemented compliance
programs that include environmental education and training for our employees. Our Wood Products facilities strive
to minimize air emissions, monitor water discharge, and protect streams and rivers. We pursue opportunities to
reduce energy consumption, conserve resources, and increase the use of renewable energy. Waste is managed
throughout our facilities to reduce the amount we create, with opportunities for repurposing or recycling.
Our Wood Products facilities use sophisticated technology to maximize log utilization. During the manufacturing
process, wood residuals are generated, including sawdust, shavings, chips, and bark which are used internally in
our boilers for steam energy, with the remainder sold for a wide range of uses. As a result, nearly 100% of our logs
are utilized. We source energy for the Wood Products facilities from our internal boilers and burners with any
shortfall of needs provided by purchased electricity, natural gas, and propane. We ship the lumber and plywood
produced primarily by rail and truck for end uses that typically have long-life applications prior to recycling or
disposal.
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Our Wood Products facilities use little process water in manufacturing operations, and we make efforts to reduce,
reuse, and recycle water at all our manufacturing locations to reduce consumption. Water is obtained from surface
water, groundwater, and municipal sources and is used principally for watering log decks, saw cooling, make-up
water at the boilers for steam production, and fire protection. Water withdrawals are minimized through extensive
reuse and recycling, especially at the log deck. Any water discharged is highly regulated and monitored via robust
sampling programs. Water loss across the facilities is mostly due to evaporation from log watering activities.
Carbon and Climate. Sustainably managed forests are part of the solution to climate change through carbon
removal, storage, and cycling. Trees absorb atmospheric carbon dioxide through photosynthesis and store it in the
branches, trunk, needles, and roots. Using wood products for building stores tree carbon and using biomass for
energy retains carbon within a natural loop. The trees we plant then grow, renewing the cycle and growing net
carbon storage. Active forest management enhances carbon removal from the atmosphere compared to
unmanaged forests. As forests mature, the rate of carbon sequestration slows. Harvesting mature trees along with
replanting following harvest activities increases the rate of carbon uptake as well as generating wood for lumber
and other wood products. Our forest management practices concentrate on the growth of harvestable trees for use
in solid wood products, which maximizes the amount of forest carbon that is captured and stored in long-lived wood
products. Utilizing wood for construction requires less energy and results in fewer greenhouse gas emissions
compared with other building materials, such as steel and concrete. At the end of 2023, our forests stored a total of
approximately 487 million metric tons of Carbon Dioxide Equivalent (CO2e), with approximately 93 million metric
tons of CO2e in merchantable above-ground portions.
Resource efficiency is a critical component of our operations, and we work to optimize resource utilization.
Additionally, efforts that increase the efficiency of our manufacturing process and decrease energy consumption
reduce greenhouse gas (GHG) emissions. GHG emissions from our operations largely consist of carbon dioxide
from our Wood Products facilities, which use energy sourced from a combination of purchased electricity and on-
site boilers and burners that utilize natural gas for fuel or residual wood where the emissions are biogenic and part
of the natural carbon cycle. Nitrous oxide and methane are GHG emissions included in the emission calculation
from wood burning energy. This calculation also includes the CO2e from natural gas.
In May 2024, we published our 2023 Corporate Responsibility Report, along with case studies titled "Our 2023
Carbon Record" and "Our Climate Scenario Analysis," which detailed our carbon record and evaluated potential
physical impacts that changes in atmospheric CO2e, temperature, and precipitation could have on our timberlands
under climate scenarios. Our net annual atmospheric carbon removals include the growth and harvest on our
timberlands and our share of the change in carbon in the standing stocks of trees of other landowners in the
procurement basins from which our mills source logs. In 2023, total net above-ground carbon removal was
approximately 6.4 million metric tons of CO2e, including harvest and other inventory adjustments and approximately
5.2 million metric tons of CO2e from a calibration of our southern growth models. The contribution in the net change
in atmospheric carbon for non-owned forests where we source fiber was a removal equal to approximately 0.9
million metric tons of CO2e.
Using the methodologies described in the above referenced reports, logs that we sold to external customers in 2023
stored an average of approximately 1.6 million metric tons of CO2e, and the lumber and plywood manufactured
and sold in our Wood Products facilities, together with the sawmill residuals sold to our customers, store an average
of approximately 1.6 million metric tons of CO2e. In 2023, our carbon emissions were estimated at 3.2 million metric
tons of CO2e with an estimated 77,000 metric tons of that total from our Scope 1 and Scope 2 emissions, calculated
using a market-based approach. The remaining emissions were Scope 3 emissions across our value chain.
In December 2022, we established GHG reduction targets from a 2021 baseline which included a 2030 GHG
emissions reduction target for Scope 1 and Scope 2 GHG emissions of 42%, and a Scope 3 value chain GHG
emissions reduction target of 25%. Our reduction target is in accordance with requirements to keep global
temperature increases to less than 1.5°C compared to pre-industrial levels. We also committed to a goal to achieve
net-zero GHG emissions by 2050.
Our climate-related risks and opportunities can be grouped in two categories: physical and transition. Physical risks
and opportunities include acute impacts that are event driven and chronic impacts resulting from longer-term
changes in climate patterns. Our acute impacts could include: 1) potential increases in flooding and extreme
weather events; 2) changes in precipitation patterns including volume, type (snow and rain) and timing; 3) changes
in soil moisture conditions; 4) changes in risks from insects and disease; and 5) heightened wildfire risks. Chronic
impacts could include potential opportunities or risks from changing productivity and yield in tree growth. Transition
risks and opportunities arise from policy, regulatory, legal, technological, market and other societal responses to
the challenges posed by climate change and the transition to a low-carbon economy. Potential opportunities could
include market opportunities arising from the increased use of innovative wood products, such as mass timber and
policies and incentives that encourage greater use of wood-based products in buildings. Growth in carbon offset
markets and bio-circular markets could also provide opportunities as sustainably managed forests are recognized
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as a natural climate solution. As demand increases, pricing for carbon offsets from sustainably managed forests
are expected to improve over the long-term, resulting in viable options to establish an offset through afforestation,
improved forest management practices, or delayed harvests. Transition risks could include a carbon tax, changes
to certification of carbon offset projects, a change in the methodology for calculating biogenic emissions, as well as
operational impacts such as changes in energy costs and regulatory impacts in environmental management.
People
We strive to make PotlatchDeltic a workplace of excellence through our company culture, fair compensation, and
comprehensive benefit options. We value an environment of safety, inclusion and respect, integrity, operational
excellence, community, and environmental stewardship, and look to attract talent with diverse backgrounds and
experience.
Our Team. At December 31, 2024, we employed 1,383 team members across our business with hourly workers
representing approximately 73% of the total employed. Our Wood Products segment employs approximately 84%
of our total workforce and is the only segment that includes an hourly workforce. Certain employees at one of our
sawmills, representing approximately 13% of our total workforce, are covered under a collective bargaining
agreement, which expires in 2026.
Health and Safety. Our employees are our greatest assets. Our commitment to our employees starts with a strong
culture that prioritizes health and safety as a core value. We are focused on preventing occupational illness and
injuries without compromise. Our operations have comprehensive safety programs that include safety audits,
training, contractor safety requirements and annual health and safety budgets as part of essential capital planning.
We regularly review safety incidents, risk-identification reports and “near-miss” incidents and apply key learning
across our organization. Contractor safety is a focal point of our timberland safety program. Timber harvesting, road
building and trucking contractors must meet stringent state and federal safety regulations and undergo annual
industry-specific and PotlatchDeltic safety training. In addition, we expect our core operational contractors to review
a training video, and comply with our Supplier Code of Conduct.
Employee Development. We recognize that employing a highly skilled and diverse workforce is a competitive
advantage and leads to better team member engagement. We are committed to the development of all team
members in support of their career aspirations with PotlatchDeltic. We have formal and informal programs to
develop our workforce to become more proficient in their current roles and prepare for larger roles within the
company throughout their careers.
We have been experiencing a generational shift in our operations and are focused on transferring years of
knowledge to the next generation of workers which has created new opportunities for training and career
advancement. Succession planning is critical to ensuring that we have the right people in key positions at the right
time. We conduct annual succession planning meetings across the organization starting with our local operations
and rolling up to our division and corporate levels, including our executive team. Individuals who have demonstrated
an ability and desire to move to new leadership roles collaborate with their managers to design meaningful
development plans aimed at keeping their development and progression on track.
Workforce Engagement. We are proud to be an equal opportunity employer and we are committed to advancing,
supporting, and preserving an inclusive and equitable culture where every employee can contribute their ideas and
unique perspectives to improve business and workplace outcomes. The principles underlying this commitment are
reflected through our policies, including our Workforce Engagement Policy, Human Rights Policy, Corporate
Conduct and Ethics Code, Equal Employment Opportunity Policy, and Americans with Disabilities Act Policy. We
strive to recruit, develop, and retain a workforce that is representative of the communities in which we operate.
We review our compensation and benefit plans annually in an effort to ensure that we are providing competitive,
contemporary, and inclusive programs to attract and retain the best people and support the health and well-being
of our employees and their families. We believe in the importance of pay equity and we evaluate gender pay equity
on an ongoing basis and adjust wages as appropriate. At December 31, 2024, women represent 33% of our salaried
workforce, 14% of our hourly workforce, and 19% of our total workforce. The average variance in median pay
between men and women by pay grade is less than 2% across the company.
13
Our ability to attract and retain a high-performing workforce depends on several key factors, the most important of
which is the pool of qualified candidates in the areas in which we operate. Many of our operations are located in
rural communities where the economy is driven by the timber industry and our workforce reflects the demographics
and culture of those localities. We continue to emphasize the importance of sourcing talent from these local
communities and retaining that talent at our company so that our workplace demographics reflect the communities
in which we operate. Overall, 21% of our workforce is comprised of individuals who self-identify as a member of
one or more racial minority groups.
Performance
Responsible Sustainability Governance. Our governance structure sets the framework for governance
throughout the organization and implementing our targets and initiatives. The Vice President, Public Affairs and
Chief Sustainability Officer provides senior leadership on our corporate responsibility reporting and initiatives. The
board of directors oversees our corporate governance, including our environmental and biodiversity management;
sustainability strategy; social responsibility; health and safety program performance; public policy; advocacy and
government relations; corporate governance policies and practices; human capital management initiatives;
organizational culture and climate-related risks and opportunities. In addition, we have established cross-functional
groups within our organization to provide input on our strategy, develop plans to achieve our targets, including
carbon and climate goals, and embed responsible corporate governance into our businesses.
Board Composition and Independence. Responsible corporate governance aligned with our mission, a culture
that incorporates our values, and rigorous systems for the identification and mitigation of risks increase our
competitiveness, build resiliency, and create long-term value for our stakeholders. Our corporate governance
policies and procedures, strong and effective board of directors, combined with our culture, guide us to ethical
management that promotes respect for the community, a commitment to corporate responsibility, and sound
financial management. Our board is committed to diverse representation in its membership and leadership.
Currently, three of our nine directors are women, one of whom is ethnically diverse and two of whom are committee
chairs.
Our Director Independence Policy requires that the board be comprised of a majority of independent directors.
Currently, seven of the nine directors are independent. During 2024, the board of directors met four times, with no
director attending fewer than 75% of all meetings of the board and committees on which each director served.
Code of Ethics. Our Corporate Conduct and Ethics Code (Ethics Code) reaffirms our continuing commitment to
act with integrity. It outlines our responsibilities to all our stakeholders, guides our decision-making, and outlines the
minimum business standards we apply across our value chain. We work to instill the concepts of our Ethics Code
in every employee. All employees acknowledge their review of the Ethics Code at the time of their onboarding.
Additionally, certain employees, including management, supervisors, and procurement leads, are required to
complete an annual review of the Ethics Code, and confirm that they are not aware of any violations of the Ethics
Code by themselves or others. We also expect our suppliers and contractors to uphold the same legal and ethical
standards and have established these requirements in our Supplier Code of Conduct.
Human Rights. Respect for human rights is a fundamental value of our company. We recognize that we have an
important role in fostering human rights. We comply with applicable domestic human rights laws, and we respect
and support internationally recognized human rights including those recognized in the U.N. Guiding Principles on
Business and Human Rights and the United Nations Universal Declaration of Human Rights. Our commitment to
human rights is embodied in our Human Rights Policy and supported by our Corporate Conduct and Ethics Code,
Supplier Code of Conduct, Workforce Engagement Policy, Forest Stewardship Policy, and Environment, Health,
and Safety Policy, among other policies, standards, and practices. We respect Indigenous peoples and traditional
livelihoods and value stakeholder engagement on these issues. We recognize the fundamental importance of water
and respect the right to water, including quality, sufficiency, and accessibility.
Stakeholder Engagement. We recognize the diverse interests of our stakeholders and believe that our
relationships both within and outside of our company are an important part of our value creation and success. We
regularly engage with a broad range of stakeholders, including investors and analysts, employees, communities,
customers, government representatives, Indigenous peoples, industry associations, non-governmental
organizations, research organizations, and suppliers. Our engagement typically has three principal objectives: to
share information, to promote meaningful dialogue, and to build and maintain sustainable relationships. By providing
information surrounding our strategies, accomplishments and goals, we allow internal and external stakeholders to
make informed decisions. This engagement further helps us to understand, prioritize, and manage our impacts as
an organization and our opportunities towards systemic change. Meaningful stakeholder engagement is also a
critical part of our responsible governance strategy, promoting increased knowledge and awareness of issues,
inviting feedback on insights and trends, and nurturing trust and collaboration.
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Risk Management. Making the right decisions for our business requires understanding risk. We use disciplined
processes to manage our risks, which include, among other areas, environmental, safety, social, legal, operational
and public-policy risks so our leaders and employees can make sound and informed decisions. We have a
comprehensive process to identify and evaluate a broad spectrum of risk, including environmental, social and
governance topics. PotlatchDeltic utilizes an Enterprise Risk Management (ERM) framework to identify, assess and
mitigate significant risks facing the company. The audit committee of the board of directors and senior management
have primary responsibility for the oversight of risks facing the company. Specific risks related to environmental
issues, human rights, and climate change are identified, assessed, and mitigated where feasible as part of our ERM
process. In addition, our Environmental Management System (EMS) and Corporate Responsibility review
conducted annually at the business unit level evaluates business risks and opportunities, including climate-related
risks and opportunities related to environmental, social and governance topics.
We conduct internal audits regularly to help ensure compliance with environmental, safety, financial, disclosure and
other regulations, voluntary standards, and our own company policies. When the audits identify opportunities for
improvement, we develop, implement, and track improvement action plans. An independent public accounting firm
audits our accounting processes, financial reporting, and internal controls on an ongoing basis. Our comprehensive
cybersecurity program maintains a strong focus on protecting the company, our employees, customers, partners,
and vendors from loss or theft of sensitive data and information due to cyber attacks. Our cybersecurity defense
strategy includes access controls, monitoring, employee training, and breach response. We also maintain and
regularly update other company policies that guide our business, inform our employees, and help manage our
identified risks.
For
more
detailed
information
regarding
our
programs
and
initiatives,
see
our
website
at
http://www.potlatchdeltic.com/corporate-responsibility. This page and other information on our website are not
incorporated into and do not form any part of this Annual Report on Form 10-K.
Environmental Compliance and Regulations
We are subject to a multitude of laws and regulations in the operation of our businesses. We also participate in
voluntary certification of our timberlands to help sustain their overall quality, including the protection of wildlife and
water quality. Changes in law and regulation, or certification standards, can significantly affect our business.
Regulations affecting our timberlands. Enactment of new environmental laws or regulations, or changes in
existing laws or regulations, particularly relating to air, wildlife, water quality and climate change, or their
interpretation and enforcement, may require significant expenditures by us or may adversely affect our timberland
management, harvesting activities and manufacturing operations. Forest practice laws and regulations that affect
present or future harvest and forest management activities in certain states include:
•
limits on the size of clearcuts,
•
requirements that some timber is left unharvested to protect water quality and fish and wildlife habitat,
•
regulations regarding construction and maintenance of forest roads,
•
definition of forest conversion and/or forest degradation,
•
rules requiring reforestation following timber harvests, and
•
various related permit programs.
Our operations are subject to the federal Clean Water Act (CWA), which regulates the discharge of pollutants into
the waters of the United States of America. For our timberlands, this generally requires our silviculture activities to
abide by applicable regulations and restrictions. Federal agency rulemaking and related litigation under the CWA
continue to redefine the scope of the Act’s jurisdiction.
Each state in which we own timberlands has developed best management practices to reduce the effects of forest
practices on water quality and aquatic habitats. Additional and more stringent regulations may be adopted by
various state and local governments to achieve water-quality standards under the CWA, protect fish and wildlife
habitats and human health, or achieve other public policy objectives. These requirements may alter or introduce
restrictions on some of our silviculture activities, notably the application of pesticides and herbicides to our
timberlands in some areas, which may increase the number of required federal and state permits in some areas of
our operations and increase operating costs. Pending and future federal and state rulemaking, and judicial
challenges thereto, could make compliance with the CWA as well as comparable state laws more or less costly to
us, and we are not able to predict the final resolution of these matters.
Similarly, a number of species indigenous to our timberlands have been listed as threatened or endangered or have
been proposed for one or the other status under the Endangered Species Act of 1973 (ESA). As a result, our
activities in or adjacent to the habitat of these species may be subject to restrictions on the harvesting of timber,
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reforestation activities and the construction and use of roads. Although the CWA, ESA and related regulations have
not had, and we do not expect in 2025, that they will have a material effect on our operations, they could do so in
the future.
Regulations affecting our manufacturing operations. Our manufacturing operations are subject to federal and
state laws and regulations, including those relating to air emissions, storm water and wastewater discharges, solid
and hazardous waste management, site remediation and endangered species. We are also subject to the
requirements of the federal Occupational Safety and Health Act and comparable state statutes relating to the health
and safety of our employees. We maintain environmental and safety compliance programs and conduct regular
internal and independent third-party audits of our facilities to monitor compliance with these laws and regulations.
Our capital projects typically are designed to enhance safety, extend the life of a facility, lower costs and improve
efficiencies, increase capacity, and comply with regulatory standards.
Under the Clean Air Act (CAA) and our site-specific air operating permits, our Wood Products facilities closely
monitor operating parameters and air emissions, including hazardous air pollutants to help minimize those
emissions. Under the CWA and state and federal water quality standards, we are subject to discharge limits and
other provisions established at each site for processing water and stormwater discharges through the National
Pollutant Discharge Elimination System. Pending and future federal and state rulemaking, and judicial challenges
thereto, could make compliance with federal and state environmental laws more or less costly to us, and we are not
able to predict the final resolution of these matters.
Our Wood Products facilities have environmental compliance procedures, which establish best practices, programs
and procedures to drive continual compliance with federal, state and local regulations governing air emissions,
water discharges, and waste disposal. We pursue continual improvement in our compliance programs through
plans, training, monitoring, and performance evaluation and through regular internal compliance audits and
corrective action processes. We share key findings and best practices identified through these processes across
facilities to drive improvements across our Wood Products division.
Compliance. Our manufacturing facilities and timberland operations are currently in substantial compliance with
applicable environmental laws and regulations. We cannot be certain, however, that situations that give rise to
material environmental liabilities will not be discovered. Compliance with environmental regulations is a significant
factor in our business and can require significant capital expenditures as well as additional operating costs. As
discussed in Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements,
we have agreed to voluntarily participate as a non-federal sponsor in connection with one of the Minnesota Pollution
Control Agency's (MPCA) sediment contamination remediation projects in a reservoir downstream of one of our
former properties we sold to a third party in 2002.
At this time, we believe that current federal and state laws and regulations related to the protection of endangered
species and air and water quality will not have a material adverse effect on our financial position, results of
operations or liquidity. We anticipate, however, that the enactment of increasingly strict laws and regulations relating
to the environment, natural resources, climate change and forestry operations may result in additional restrictions
on our operations, leading to increased costs, additional capital expenditures and reduced operating flexibility.
Available Information
We make our periodic and current reports that we file with, or furnish to, the Securities and Exchange Commission
(SEC) available on or through our website, www.PotlatchDeltic.com (under “Investors – Financial Information –
SEC Filings"”), at no charge as soon as reasonably practicable after we electronically file the information with, or
furnish it to, the SEC. Information on our website is not incorporated by reference into this Annual Report on Form
10-K and should not be considered part of this report.
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Information About Our Executive Officers
As of February 10, 2025, information on our executive officers is as follows:
Eric J. Cremers (age 61) has been a director since March 2013 and our President and Chief Executive Officer since
January 2021. Mr. Cremers also served as President and Chief Operating Officer from March 2013 through
December 2020, Chief Financial Officer from March 2013 through August 2013, and Executive Vice President and
Chief Financial Officer from February 2012 to March 2013. Mr. Cremers joined the company in 2007 as Vice
President and Chief Financial Officer.
Wayne Wasechek (age 54) has served as Vice President and Chief Financial Officer since August 2023. Mr.
Wasechek also served as Interim Vice President, Interim Chief Financial Officer and Chief Accounting Officer from
April 2023 through August 2023, and as Controller and Principal Accounting Officer from November 2018 through
August 2023.
Ashlee T. Cribb (age 56) has served as Vice President, Wood Products since July 2021. She previously served in
various roles with Roseburg Forest Products, including as Senior Vice President - Chief Commercial Officer from
February 2019 to July 2021, Vice President, Structural Products from February 2018 to February 2019 and Business
Director, Structural Products from January 2017 to February 2018.
Darin R. Ball (age 59) has served as Vice President of Timberlands since December 2017. From 2012 to December
2017, he served as Manager of our Idaho Timberlands business.
William R. DeReu (age 58) has served as Vice President, Real Estate since February 2018 and as Vice President,
Real Estate and Lake States Timberlands from February 2012 to February 2018.
Michele L. Tyler (age 56) has served as Vice President, General Counsel and Corporate Secretary since August
2019.
Anna E. Torma (age 63) has served as Vice President, Public Affairs and Chief Sustainability Officer (previously
called Chief ESG Officer) since February 2022, Vice President, Public Affairs from March 2019 to February 2022,
and Director of Public Affairs from April 2018 to March 2019.
Robert L. Schwartz (age 52) has served as Vice President, Human Resources since May 2014 and as Director,
Human Resources from February 2009 to April 2014.
Glen F. Smith (age 48) has served as Chief Accounting Officer since October 2023 and as Director of Corporate
Accounting from September 2022 until October 2023. He previously served as Chief Accounting Officer of
CatchMark Timber Trust, Inc. from February 2017 until it merged with the company in September 2022.
The term of office of the officers of the company expires at the annual meeting of our board and each officer holds
office until the officer’s successor is duly appointed and qualified or until the earlier of the officer’s death, resignation,
retirement, removal by the board or as otherwise provided in our bylaws.
ITEM 1A. RISK FACTORS
We are subject to various risks and events that could adversely affect our business, our financial condition, our
results of operations, our cash flows and the price of our common stock. Investing in our common stock involves a
significant degree of risk. The risks described below should carefully be considered together with the other
information contained in this report, particularly in the Cautionary Statement Regarding Forward-Looking
Information, Part 1 – Item 1. Business, and Part II – Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations, as well as those set forth from time to time in our other public statements,
reports, registration statements, prospectuses, information statements and other filings we make with the SEC, in
evaluating us, our business and an investment in our securities.
The risks discussed below are not the only risks we face, and our descriptions of such risks, here and elsewhere,
should not be considered exhaustive. Additional risks not currently known to us or that we currently deem immaterial
may also adversely affect our business, our financial condition, our results of operations, our cash flows and the
price of our common stock.
Industry and Business Risks
Economic Conditions
The cyclical nature of our business could adversely affect our results of operations.
The financial performance of our operations is affected by the cyclical nature of our business. The markets for
manufactured wood products, timber and real estate are influenced by a variety of factors beyond our control. Our
business is particularly dependent upon the health of the U.S. housing market, and specifically on the demand for
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new homes and home repair and remodeling, which are subject to fluctuations due to changes in economic
conditions, changes in employment levels, consumer confidence, financial markets, interest rates, housing
affordability, access to affordable mortgage financing and credit availability (including homebuyers’ ability to qualify
for mortgages), supply chain disruptions, availability of labor and developable land, inflation, population change,
weather conditions and other factors. Any decline or stagnation in these economic conditions or disruptions to the
supply chain, weather, or other non-financial conditions could cause us to experience lower sales volumes, higher
costs and reduced margins for our products.
Historical prices for our manufactured wood products have been volatile as a result of fluctuating demand,
particularly in recent years, and we have limited direct influence over the timing and extent of price changes for our
manufactured wood products. In our Timberlands business, our sawlog price realizations in Idaho are subject to
fluctuation in lumber prices as we index a significant portion of these sawlogs under long-term supply agreements
on a four-week lag to lumber prices. The demand for real estate can be affected by changes in factors such as
interest rates, credit availability, economic conditions, changes in consumer preferences, limited wage growth,
consumer confidence and the availability of developable land, as well as by the impact of federal, state and local
land use and environmental protection laws. The potential effect of these factors on our future operational and
financial performance is highly uncertain, unpredictable and outside our control. As a result, our past performance
may not be indicative of future results.
Commodity Products
Our wood products are commodities that are widely available from other producers. Failure to compete
effectively in our markets could adversely affect our financial results.
Because commodity products have few distinguishing properties from producer to producer, competition for these
products is based primarily on price, which is determined by supply relative to demand, and competition from
substitute products. Prices for our products are affected by many factors outside of our control, and we have no
influence over the timing and extent of market price changes, which often are volatile. Our profitability with respect
to these products depends, in part, on managing our costs, particularly raw material, labor and energy costs, which
represent significant components of our operating costs. These costs can fluctuate due to factors beyond our control
including, but not limited to, changes in demand, supply chain disruptions, and inflation or deflation, all of which
could have a material adverse effect on our results of operations and cash flows. The U.S. has experienced high
levels of inflation over the past few years. While inflation continued to slow during 2024, it has increased our
operational costs and may do so in the future, especially for fuel, energy, labor and repair and maintenance costs,
and we likely will not be able to fully pass the increased costs to customers.
The markets for our wood products are highly competitive and companies that have substantially greater financial
resources than we do compete with us in each of our lines of business. In addition, our Wood Products facilities are
capital intensive, which leads to high fixed costs and generally results in continued production as long as prices are
sufficient to cover variable costs. These conditions have contributed to substantial price competition, particularly
during periods of reduced demand. Some of our wood products competitors may currently be lower-cost producers
than we are or may benefit from weak currencies relative to the U.S. dollar and, accordingly, these competitors may
be less adversely affected than we are by price decreases. Wood products also are subject to significant competition
from a variety of substitute products, including non-wood and engineered wood products. To the extent there is a
significant increase in competitive pressure from substitute products or other domestic or foreign suppliers, our
business could be adversely affected.
Third-Party Logging and Hauling Contractors
Our operations are affected by third-party logger availability, transportation availability and changes in
costs from these third parties.
Our Timberlands business depends on the availability of third-party logging and hauling contractors. Our Wood
Products business depends on third-party transportation providers, including railcar and truck transportation. Our
timberlands are located primarily in rural areas where skilled logging and hauling labor availability may be limited,
which, combined with tight labor markets, has increased the difficulty of attracting and retaining sufficient skilled
labor for logging and transportation. As a result of weak business conditions in the timber industry that have
persisted for several years, there are fewer logging and hauling contractors in certain markets to harvest and deliver
our logs. This shortage of available third-party contractors in certain markets has resulted in an overall increase in
logging and hauling costs in the past and may do so in the future. Any increase in harvest levels due to significant
and/or extended increased demand for logs could further strain the existing supply of third-party logging and hauling
contractors. This increased demand, in turn, could increase the cost of log supply and delivery, or prevent us from
fully capitalizing on favorable market conditions by limiting our ability to harvest our timber and deliver our logs to
market.
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Additionally, our third-party contractors are subject to several events outside of their control, such as disruption of
transportation infrastructure, labor issues, increased competition for loggers and truck drivers, and railcar
availability. Logger and truck driver shortages, or failures of a third-party transportation provider to timely deliver
our products to our mills and to our customers, could harm our supply chain, negatively affect our customer
relationships and have a material adverse effect on our financial condition, results of operations and our reputation.
Further, increases in the cost of labor, fuel, equipment, including the cost of debt financing on equipment purchases,
and other operating costs have impacted and could continue to negatively impact our financial results by increasing
the cost of these services and could also result in an overall reduction in the availability of these services.
Timberlands Operations
Our operating results and cash flows are materially affected by the supply and demand for timber.
A variety of factors affect prices and demand for timber including changes in availability at the local, national and
international level, all of which can vary by region, timber type (sawlogs or pulpwood logs) and species. On a local
level, supplies can fluctuate depending upon factors such as changes in weather conditions and harvest strategies
of local timberland owners, as well as occasionally high timber salvage efforts due to events such as unusual pest
infestations, storms or fires. Our timberlands are primarily located in Alabama, Arkansas, Georgia, Idaho, Louisiana,
Mississippi and South Carolina. As a result, we may be susceptible to adverse economic and other developments
in these regions, including industry slowdowns, mill closures and curtailments, business layoffs or downsizing,
relocations of businesses, changes in demographics, increases in real estate and other taxes and increased
regulation, any of which could have a material adverse effect on us. Further, as the demand for paper nationwide
continues to decline, closures and curtailment of pulp mills have adversely affected the demand and pricing for
pulpwood and wood chips in certain regions in which we operate. Also, demand in other parts of the world may
affect timber prices in the markets in which we compete. For example, although we do not sell into overseas
markets, overseas demand can indirectly impact pricing and supply in North American timber and lumber markets.
Additionally, we have agreements with third-party customers to supply a specified volume of timber to their facilities
at prices that are adjusted periodically to reflect market conditions, including a customer in Idaho where we index
the price of sawlogs sold to the price of lumber. If these customers choose not to renew their log supply agreements,
it could impact our financial condition and results of operations.
In the U.S. South, most timberlands are privately owned. Historically, increases in timber prices have often resulted
in substantial increases in harvesting on private timberlands, including lands not previously made available for
commercial logging operations, causing a short-term increase in supply that has tended to moderate price
increases. Decreases in log prices have often resulted in lower harvest levels, causing short-term decreases in
supply that have tended to moderate price decreases. In the South, timber growth rates have exceeded harvests
during the past decade, which has resulted in an oversupply of harvestable timber in the region and is a contributing
factor in keeping timber prices at relatively low levels.
In Idaho, a greater proportion of timberland is government owned as compared to the southern states where we
operate. For more than 20 years, environmental concerns and other factors have limited timber sales by federal
agencies, which historically had been major suppliers of timber to the U.S. forest products industry, particularly in
the West. Any reversal of policy that substantially increases timber sales from government owned land, including
opening federal lands to thinning and additional harvesting to reduce fire risks, could have a material adverse effect
on our results of operations and cash flows.
We may be unable to harvest timber or we may elect to reduce harvest levels due to market, weather, climate
change or regulatory conditions, any of which could adversely affect our results of operations and cash
flows.
Our financial results and cash flows depend significantly on our continued ability to harvest timber at adequate
levels. From time to time, our timber harvest levels and sales have been, and in the future may be, limited due to
availability of contract loggers, mill quotas, curtailment and closures, regulatory requirements associated with the
protection of wildlife and water resources, and weather events and conditions impacting our ability to access our
timberlands. Future timber harvest levels may also be affected by our ability to timely and effectively replant
harvested areas as a result of other factors, including availability of contractors, U.S. immigration policies,
insufficient or excessive precipitation, damage by fire, pest infestation, disease and natural disasters, and significant
regional or local weather events such as ice storms, windstorms, tornadoes, hurricanes and floods. Changes in
global climate conditions could intensify one or more of these factors. There can be no assurance that any damage
affecting our timberlands will be localized or only affect a limited percentage of our timber. Disease, severe weather
conditions and other natural disasters can also reduce seedling survival rates and impact timber growth cycles and
productivity of the timberlands, all of which have affected and could in the future affect harvesting levels and delivery
of logs.
As is typical in the forest products industry, we assume all risk of loss to the standing timber we own from fire and
certain other hazards because insurance for such losses is either not available or is cost prohibitive. Consequently,
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a reduction in our timber inventory from such events could adversely affect our financial condition, results of
operations and cash flows. In addition, the geographic concentration of our property in Idaho and the southern part
of the U.S. makes us more susceptible to adverse impacts from a single natural disaster, disease or infestation,
temporary or permanent closures of wood product manufacturing facilities that purchase our logs and other factors
that could negatively impact our timber production.
Timber harvest activities are also subject to a number of federal, state and local regulations pertaining to the
protection of fish, wildlife, water and other resources. Regulations, government agency policy and guidelines, and
related litigation can restrict timber harvest activities and increase costs. Examples include federal and state laws
protecting threatened, endangered and “at-risk” species, harvesting and forestry road building activities that may
be restricted under applicable environmental laws, state forestry practices laws, laws protecting the rights of
Indigenous Peoples, and other similar regulations. Therefore, if we were to be restricted from harvesting on a
significant portion of our timberlands for a prolonged period of time, we could suffer materially adverse effects to
our results of operations and cash flows.
We typically experience seasonally lower harvest activity during the winter and early spring due to weather that
impacts logging and hauling conditions. On a short-term basis, we may adjust our timber harvest levels in response
to market conditions. Longer term, our timber harvest levels will be affected by acquisitions of additional timberlands,
sales of existing timberlands and shifts in harvest from one region to another. In addition, future timber harvest
levels may be affected by changes in estimates of long-term sustainable yield because of silvicultural advances,
regulatory constraints and other factors beyond our control.
Our estimates of timber inventories and growth rates may be inaccurate and include risks inherent in
calculating such estimates, which may impair our ability to realize expected revenues.
Whether in connection with managing our existing timberlands or assessing potential timberland acquisitions, we
make and rely on important estimates of merchantable timber inventories. These include estimates of timber
inventories that may be lawfully and economically harvested, timber growth rates based on internal and industry
studies, and end-product yields. Timber growth rates and yield estimates are developed by forest biometricians and
other experts using statistical measurements of tree samples on a given property. These estimates are central to
forecasting our anticipated timber harvests, revenues and expected cash flows. However, future growth and yield
estimates are inherently inexact and uncertain and subject to many external variables that could further affect their
accuracy including, among other things, disease, infestation, natural disasters, levels of precipitation, changes in
weather patterns and changes in product merchandizing specifications. If these estimates are inaccurate, our ability
to manage our timberlands in a sustainable or profitable manner may be adversely affected.
Wood Products Operations
A material disruption at one of our manufacturing facilities could prevent us from meeting customer
demand, reduce our sales or negatively affect our results of operations and financial condition.
Any of our manufacturing facilities or machines could unexpectedly cease to operate due to a number of events,
including unscheduled maintenance outages, prolonged power failures, equipment failures, raw material shortages,
equipment and maintenance part shortages, cyber-events, labor difficulties or labor availability due to quarantine
requirements for those exposed to flu or other diseases, disruptions in the transportation infrastructure, such as
roads, bridges, railroad tracks and tunnels, fire such as the fire at our Ola, Arkansas sawmill in June 2021, ice
storms, floods, windstorms, tornadoes, hurricanes or other catastrophes, terrorism or threats of terrorism,
governmental regulations and other operational problems.
We cannot predict the duration of any such downtime or extent of facility damage. Downtime and facility damage
have prevented us and could prevent us in the future from meeting customer demand for our products and/or require
us to make unplanned expenditures. If one of our machines or facilities were to incur significant downtime, our
ability to meet our production targets and satisfy customer demand could be impaired, resulting in lower sales and
income. Although some risks are not insurable and some coverage is limited, we purchase insurance on our
manufacturing facilities for damages and business interruption losses resulting from events such as fires, floods,
windstorms, earthquakes and catastrophic equipment failure, subject to applicable deductibles. However, such
insurance may not be sufficient or may be cost prohibitive to obtain to cover all our damages and losses in the
future.
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Our capital investments may not have the expected financial impacts.
We invest in maintenance and discretionary capital improvements at our Wood Products facilities. We evaluate
discretionary capital improvements based on an expected level of return on investment. For example, during the
third quarter of 2024, we completed the construction phase of the $131 million expansion and modernization project
at our Waldo, Arkansas sawmill which included upgrades to the log yard and planer, a new saw line, and a new
continuous dry kiln. We anticipate the sawmill will reach its expected new annual capacity run rate of 275 million
board feet per year by mid-year of 2025. There can be no assurance that the project will increase the sawmill's
annual capacity or significantly reduce its operating costs. We may also experience lower than expected productivity
and capacity during and after the startup phase of the project and lower than expected return on investment, and
the startup phase may take longer than anticipated. Additionally, future discretionary capital projects at our Wood
Products facilities may not achieve our expected level of return on investment, or experience other factors that could
have a material adverse effect on our results of operations and cash flows.
Real Estate Operations
Changes in demand for our real estate and delays in the timing of real estate transactions may affect our
revenues and operating results.
A number of factors, including availability of credit, cost of financing, a slowing of residential and commercial real
estate development, availability of funding to support conservation land purchases by governmental and other
entities, zoning rules, governmental incentives, population shifts, types and location of land available for sale, and
changes in demographics, could reduce the demand for our real estate and negatively affect our results of
operations. Changes in investor interest in purchasing timberlands could reduce our ability to execute sales of non-
core timberlands and could also negatively affect our results of operations. Changes in the interpretation or
enforcement of current laws, or the enactment of new laws, regarding the use, development, and eligible purchasers
of real estate could lead to new or greater costs, delays and liabilities that could materially adversely affect our real
estate business, profitability or financial condition.
The majority of our real estate development projects are concentrated in a few markets.
We have real estate development projects located in Central Arkansas, specifically, in Little Rock, Arkansas and in
Hot Springs, Arkansas. These real estate development projects are particularly vulnerable to economic downturns,
adverse weather conditions or other adverse events that may occur in this specific region and to competition from
nearby commercial and residential housing developments. Our results of operations may be affected by the
cyclicality of the homebuilding and real estate industries. Factors influencing these industries include changes in
population growth, general and local economic conditions, weather, climate impacts, employment levels, consumer
confidence and income, housing demand, new and existing housing inventory levels, the availability of developable
land, availability and cost of financing, mortgage interest rates and foreclosures, and changes in government
regulation regarding the environment, zoning, real estate taxes, and other local government fees. In addition, the
tightening of credit and economic recession could delay or deter commercial and residential real estate activity and
may affect our operating results.
Legal, Environmental and Regulatory Compliance Risks
Environmental Laws and Regulations
Our businesses are subject to extensive environmental laws and regulations.
We are subject to a wide range of general and industry-specific laws and regulations relating to the protection of
the environment, including, but not limited to, those governing:
•
silvicultural activities, including use of pesticides and herbicides, harvesting, and road building,
•
endangered and at-risk species,
•
stormwater and surface water management,
•
air emissions,
•
the cleanup of contaminated sites,
•
health and safety matters, and
•
building codes.
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We have incurred, and we expect to continue to incur, significant capital, operating and other expenditures to comply
with applicable environmental laws and regulations. We also have incurred and could incur in the future substantial
costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting our operations or
requiring installation of pollution control equipment or other remedial actions), cleanup and closure costs, and third-
party claims for property damage and personal injury as a result of violations of, or liabilities under, environmental
laws and regulations on properties we currently own or have owned in the past. Because environmental regulations
and agency interpretations of them are constantly evolving, we will continue to incur costs to maintain compliance
with those laws and our compliance costs could increase materially. In addition, air emissions, stormwater, and
surface water management regulations may present liabilities and are subject to change. Future compliance with
existing and new laws, regulations, environmental permits, and other requirements may disrupt our business
operations, divert resources, increase the cost of compliance and potential liabilities, and require significant
expenditures.
As the owner and operator of land and manufacturing operations, we have been and may be in the future liable
under environmental laws for cleanup, closure and other damages resulting from the presence and release of
hazardous substances on or from our properties or operations we currently own or have owned and operated in the
past. In addition, we lease some of our properties to third-party operators or may enter into future leases for the
purpose of exploring, developing and extracting oil and gas, brine, and lithium in exchange for fees and royalty
payments. These operations may create risk of environmental liabilities for any unlawful discharge of oil, gas or
other chemicals into the air, soil or water. Generally, these third-party operators indemnify us against any such
liability, and we require that they maintain liability insurance during the term of our lease with them. However, if for
any reason an unlawful discharge occurs and our third-party operators are not able to honor their indemnity
obligations, or if the required liability insurance is not in effect or is insufficient to cover losses, then it is possible
that we could be held responsible for costs associated with environmental liability caused by such third-party
operators.
The amount and timing of environmental expenditures is difficult to predict, and in some cases, our liability may
exceed forecasted amounts or the value of the property itself. The discovery of additional contamination or the
imposition of additional cleanup obligations at our current or previously owned sites or third-party sites may result
in significant additional costs. For example, in 2023, we executed a project agreement to voluntarily participate as
a non-federal sponsor in connection with one of the Minnesota Pollution Control Agency's (MPCA) sediment
contamination remediation projects in a reservoir downstream of one of our former properties that we sold to a third
party in 2002. Additional information regarding this matter is included in Note 1: Summary of Significant Accounting
Policies in the Notes to Consolidated Financial Statements contained in this report and incorporated herein by
reference.
Similarly, threatened and endangered species restrictions apply to activities that would adversely impact a protected
species or significantly degrade its habitat. A number of species on our timberlands have been, and in the future
may be, protected under these laws. If current or future regulations, such as those with mandates for biodiversity
or increased protection of wildlife habitats and endangered species become more restrictive, the amount of our
timberlands subject to harvest restrictions could increase.
Increasing interest, expectations, and regulations with respect to corporate responsibility matters by our
various stakeholders could adversely affect our business and operating results.
Certain investors, regulators, customers, and other market participants, as well as the public at large, are continuing
to place a greater emphasis on businesses’ corporate responsibility practices and related reporting. Our reputation
or brand could be adversely impacted by a failure (or perceived failure) to operate our business in line with others’
expectations regarding corporate responsibility practices and reporting. This may include, without limitation: failure
to maintain certain ethical, social and environmental practices for our operations and activities, or failure to require
our suppliers or other third parties to do so; our environmental impact; the practices of our employees, agents,
customers, suppliers, or other third parties (including others in our industry) with respect to any of the foregoing,
actual or perceived; consumer perception of statements made by us, our executives and employees, agents,
customers, suppliers, or other third parties (including others in our industry); and/or our responses to any of the
foregoing.
Public awareness and focus on ethical, social and environmental issues has led to ongoing regulatory efforts to
mandate certain corporate responsibility practices and require additional disclosure of corporate responsibility
matters, such as GHG emissions, forestry and water management practices, and human capital management. As
a result, we may become subject to new or more stringent regulations, legislation or other governmental
requirements, customer requirements or industry standards and/or an increased demand to meet voluntary criteria
related to such matters. Increased regulations, customer requirements, or industry standards could increase the
complexity and scope of matters we must control, assess and report, alter the environment our business operates
in, significantly raise compliance costs, including remediation of any issues discovered, divert resources and
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damage our reputation, any of which could negatively impact our business, results of operations, financial condition
and competitive position. At the same time, stakeholders and regulators have increasingly expressed or pursued
opposing views, legislation and investment expectations with respect to environmental, social and governance
initiatives, including the enactment or proposal of “anti-ESG” and/or “anti-DEI” legislation or policies. These
opposing views may also be adopted by our investors. Conflicting regulations and expectations across the
jurisdictions in which we operate may create enhanced compliance risks and costs. These changing and
inconsistent rules, regulations and stakeholder expectations have resulted in, and are likely to continue to result in,
increased general and administrative expenses and increased management time and attention to comply with or
meet those regulations and expectations. Additionally, if our corporate responsibility practices do not meet evolving
investor or other stakeholder expectations and standards or if we are unable to satisfy all stakeholders, our
reputation, our ability to attract or retain employees, our sales and our attractiveness as an investment, business
partner or as an acquirer could be negatively impacted.
In 2022, we voluntarily announced our GHG reduction goals to meet growing expectations from companies to
reduce GHG emissions. We recognize these goals are subject to risks and uncertainties depending on climate
change and other factors outside of our control. We also recognize transitional risks associated with changes in
voluntary standards and customer preferences in connection with concerns about climate change. Our inability, or
a perception of our inability, to achieve progress toward our environmental goals could adversely impact our
business or damage our reputation.
Additionally, environmental groups or other interested parties may threaten or file lawsuits to prevent us from
obtaining permits, harvesting timber under contract with federal or state agencies, implementing capital
improvements, or pursuing operating plans, potentially delaying harvesting on our timberlands or affecting
investments in our Wood Products facilities. The failure, or perception of failure, to meet corporate responsibility
goals could damage our reputation, erode investor or customer confidence, and negatively impact our operations
and the market price of our common stock.
Climate Conditions
Changes in climate conditions could significantly harm our timberland assets and Wood Products
manufacturing facilities and have a negative impact on our results of operations, cash flows and financial
condition.
Climate change represents an urgent global challenge that has the potential to cause significant disruptions to our
business and results of operations, cash flows and profitability. We are committed to do our part to mitigate climate
change, and we believe that working forests are part of the solution. Scientific research indicates that emissions of
greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are
expected to continue affecting the global climate. Over the past several years, changing weather patterns and
climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural
disasters, such as wildfires, hurricanes, tornadoes, earthquakes, hailstorms, snow and ice storms, the spread of
disease, and insect infestations. Global temperature increases can result in significant regional differences in
weather patterns that affect tree growth. Changes in precipitation resulting in droughts have made and could in the
future make wildfires more frequent or more severe. Any of these natural disasters could affect our timberlands and
wood products manufacturing facilities, timber growth rates, productivity of our timberlands, or our harvest
operations or cause variations in the cost and supply of raw materials for both our timberlands and wood products
operations. The need to rebuild or the desire to move away from certain areas following a natural disaster could
affect the housing market, which may or may not be in the markets where our wood products are sold.
Governmental response to climate change at the international, federal and state levels may affect our
financial condition, results of operations, cash flows and profitability.
There continue to be enacted and proposed numerous international, U.S. federal and state-level initiatives to
address domestic and global climate issues. We anticipate increases in legal and reporting requirements at the
state, federal and international level regarding climate change and energy access, renewable energy and fuel
standards, and the monetization of carbon capture, storage and sequestration. For example, in September 2024,
the governor of the State of California signed into law Senate Bill (SB) 219, Greenhouse Gases: Climate Corporate
Accountability: Climate-Related Financial Risk that amended certain climate related disclosure requirements
passed in 2023 under the Climate Corporate Data Accountability Act (SB 253) and the Greenhouse Gases Climate-
Related Financial Risk Act (SB 261) requiring increased climate-related reporting by companies to which these laws
apply. New disclosure and reporting requirements related to GHG emissions and climate change may negatively
impact our business by diverting resources, increasing our compliance costs, and potentially harming our reputation.
Future laws and regulations in response to climate change could limit harvest levels for commercial timberland
operators, which could in turn adversely affect our timberland operations as well as potentially lead to significant
increases in capital investments and the cost of energy, wood fiber and other raw materials for our Wood Products
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facilities. Any one or more of these developments, as well as other unforeseeable governmental responses to
climate change, could have a material adverse effect on our results of operations, cash flows and profitability. There
can be no assurance that our commitments to undertake continuous improvements to our manufacturing facilities
to meet or exceed future applicable legal requirements will be successful, that regulation in the future will not have
a negative competitive impact or that economic returns will reflect our capital investments. Given the political
significance and uncertainty surrounding the impact of climate change and how it should be addressed, we cannot
predict how legislation and regulation will ultimately affect our financial condition, operating performance, and ability
to compete. Failure to successfully manage new or pending regulatory and legal matters and resolve such matters
without significant liability or damage to our reputation may materially adversely impact our financial condition,
results of operations and cash flows.
Legal Matters
Legal matters, disputes and proceedings, if determined or concluded in a manner adverse to our interests,
could have a material adverse effect on our financial condition.
We are, from time to time, involved in legal matters, disputes and proceedings (collectively, "legal matters"). It is
possible that there could be adverse judgments against us in some legal matters or that we may agree to settle a
matter, and that we could be required to take a charge and make cash payments for all or a portion of any related
awards of damages that could materially and adversely affect our results of operations or cash flows for the quarter
or year in which we record or pay it. If any of the losses we experience in connection with such legal matters are
not covered by insurance, we could be required to pay such losses out of cash on hand or borrowed funds, which
could have a material adverse effect on our financial position.
Indebtedness and Capital Structure Risks
Access to Capital
We depend on external sources of capital for future growth.
Our ability to finance growth depends on external sources of capital to a significant degree. Our ability to access
such capital on favorable terms could be negatively affected by a number of factors, many of which are outside of
our control, including a decline in general market conditions, decreased market liquidity, a downgrade to our debt
rating by third-party rating agencies, increases in interest rates, an unfavorable market perception of our growth
potential, a decrease in our current or estimated future earnings or a decrease in the market price of our common
stock. In addition, our ability to access additional capital may also be limited by the terms of our existing
indebtedness, which, among other things, restricts our incurrence of debt and the payment of dividends. Any of
these factors, individually or in combination, could prevent us from being able to obtain the capital we require on
terms that are acceptable to us and the failure to obtain necessary capital could materially adversely affect our
future growth. For additional details, see Liquidity and Capital Resources in Part II – Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
Indebtedness
Our indebtedness could materially adversely affect our ability to generate sufficient cash to pay dividends
to stockholders and fulfill our debt obligations, our ability to respond to changes in our business and our
ability to incur additional indebtedness to fund future needs.
Our debt requires interest and principal payments. At December 31, 2024, the total outstanding principal on our
long-term debt was approximately $1.0 billion. Subject to the limits contained in our debt instruments, we may be
able to incur additional debt from time to time to finance working capital, capital expenditures, investments or
acquisitions or for other purposes. If we do so, the risks related to our indebtedness could increase.
Our indebtedness, combined with our other financial obligations and contractual commitments, could have
important consequences for stockholders. If we are unable to generate sufficient cash flow from operations to
service our debt, we may be required to, among other things: refinance or restructure all or a portion of our debt;
reduce or delay planned capital or operating expenditures; reduce, suspend or eliminate our dividend payments
and/or our stock repurchase program; or sell selected assets. Such measures might not be sufficient to enable us
to service our debt. In addition, any such refinancing, restructuring or sale of assets might not be available on
economically favorable terms or at all, and if prevailing interest rates at the time of any such refinancing or
restructuring are higher than our current rates, interest expense related to such refinancing or restructuring would
increase.
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Changes in credit ratings issued by nationally recognized statistical rating organizations could adversely
affect our cost of financing and have an adverse effect on the market price of our securities.
Credit rating agencies rate our debt securities on factors that include our operating results, actions that we take
level of outstanding debt, and their view of the general outlook for our industry and the economy. Actions taken by
the rating agencies can include maintaining, upgrading or downgrading the current rating or placing us on a watch
list for possible future downgrading. Downgrading the credit rating of our debt securities or placing us on a watch
list for possible future downgrading could limit our access to the credit markets, increase our cost of financing and
have an adverse effect on the market price of our securities. For additional detail on our credit ratings, see Liquidity
and Capital Resources in Part II – Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations.
Ownership of our Common Stock
The price of our common stock may be volatile and influenced by several factors, many of which are beyond
our control.
The market price of our common stock may be influenced by several factors, many of which are beyond our control,
including those described herein under Risk Factors and the following:
•
actual or anticipated fluctuations in our operating results or our competitors’ operating results;
•
announcements by us or our competitors of capacity changes;
•
acquisitions or strategic investments;
•
our growth rate and our competitors’ growth rates;
•
the financial markets, interest rates and general economic conditions;
•
changes in stock market analyst recommendations regarding us or lack of analyst coverage of our common
stock;
•
our competitors or the forest products industry;
•
failure to pay cash dividends or a change in the amount of cash dividends paid;
•
sales of our common stock by our executive officers, directors and significant stockholders or sales of
substantial amounts of common stock; and
•
changes in accounting principles and changes in tax laws and regulations.
There has been significant volatility in the market price and trading volume of securities of companies operating in
the forest products industry that often has been unrelated to individual company operating performance. Some
companies that have experienced volatile market prices for their securities have had securities litigation brought
against them. If litigation of this type is brought against us, it could result in substantial costs and divert
management’s attention and resources.
Additionally, stockholder activism regarding our governance, strategic direction and operations could result in
negative impacts to our business by adversely affecting our ability to effectively and timely implement our strategies
and initiatives. Any perceived uncertainties as to our future direction resulting from such a situation could result in
the loss of potential business opportunities, be exploited by our competitors, cause concern to our current or
potential customers and make it more difficult to attract and retain qualified personnel, all of which could negatively
impact our business. In addition, the actions of activist stockholders may cause significant fluctuations in our stock
price based on temporary or speculative market perceptions or other factors that do not necessarily reflect the
underlying fundamentals of our business.
Certain provisions of our certificate of incorporation and bylaws and of Delaware law may make it difficult
for stockholders to change the composition of our board of directors and may discourage hostile takeover
attempts that some of our stockholders may consider to be beneficial.
Certain provisions of our certificate of incorporation and bylaws and of Delaware law may have the effect of delaying
or preventing changes in control if our board of directors determines that such changes in control are not in our best
interest and that of our stockholders. Our certificate of incorporation and bylaws include, among other things, the
following provisions:
•
a classified board of directors with three-year staggered terms;
•
the ability of our board of directors to issue shares of preferred stock and to determine the price and other
terms, including preferences and voting rights, of those shares without stockholder approval;
25
•
stockholder action can only be taken at a special or regular meeting and not by written consent and
stockholders cannot call a special meeting except upon the written request of stockholders entitled to cast
not less than a majority of all of the votes entitled to be cast at the meeting;
•
advance notice procedures for nominating candidates to our board of directors or presenting matters at
stockholder meetings;
•
removal of directors only for cause;
•
allowing only our board of directors to fill vacancies on our board of directors;
•
in order to facilitate the preservation of our status as a REIT under the Internal Revenue Code (IRC), a
prohibition on any single stockholder, or any group of affiliated stockholders, from beneficially owning more
than 9.8% of our outstanding common or preferred stock, unless our board waives or modifies this ownership
limitation;
•
unless approved by the vote of at least 80% of our outstanding shares, we may not engage in business
combinations, including mergers, dispositions of assets, certain issuances of shares of stock and other
specified transactions, with a person owning or controlling, directly or indirectly, 5% or more of the voting
power of our outstanding common stock; and
•
supermajority voting requirements for our stockholders to amend our bylaws and certain provisions of our
certificate of incorporation.
While these provisions have the effect of encouraging persons seeking to acquire control of our company to
negotiate with our board of directors, they could enable the board of directors to hinder or frustrate a transaction
that stockholders might believe to be in their best interests and, in that case, may prevent or discourage attempts
to remove and replace incumbent directors. We are also subject to Delaware laws that could have similar effects.
One of these laws prohibits us from engaging in a business combination with a significant stockholder unless
specific conditions are met.
We may not continue to repurchase our common stock pursuant to our repurchase program, and any such
repurchases may not enhance long-term stockholder value. Stock repurchases could also increase the
volatility of the price of our common stock and could diminish our cash reserves to a level which may
impact our ability to pursue possible future strategic opportunities and acquisitions or meet future
obligations.
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 repurchases (the 2022 Repurchase Program). Concurrently, the board
of directors terminated the remaining repurchase authorization under a previous repurchase program.
Total stock repurchased under the 2022 Repurchase Program for the years ended December 31, 2024 and 2023,
was 846,845 shares and 556,115 shares, respectively, for approximately $35.0 million and $25.0 million,
respectively (excluding transaction fees). At December 31, 2024, we had remaining authorization of $90.0 million
for future stock repurchases under the 2022 Repurchase Program. The timing and amount of repurchases, if any,
will depend upon several factors, including market and business conditions, our liquidity and capital resources, the
trading price of our common stock and the nature of other investment opportunities.
The 2022 Repurchase Program does not obligate us to repurchase any specific dollar amount or to acquire any
specific number of shares. The timing and amount of repurchases, if any, will depend upon several factors, including
market and business conditions, our liquidity and capital resources, the trading price of our common stock and the
nature of other investment opportunities. The 2022 Repurchase Program may be limited, suspended or
discontinued at any time without prior notice. In addition, repurchases of our common stock pursuant to our 2022
Repurchase Program could cause our stock price to be higher than it would be in the absence of such a program
and could potentially reduce the market liquidity for our stock. Further, our 2022 Repurchase Program could
diminish our cash reserves to a level which may impact our ability to pursue possible future strategic opportunities
and acquisitions or meet future obligations. There can be no assurance that any stock repurchases will enhance
stockholder value because the market price of our common stock may decline below levels at which we repurchased
shares of stock. Although our 2022 Repurchase Program is intended to enhance long-term stockholder value, there
is no assurance that it will do so and short-term stock price fluctuations could reduce the program’s effectiveness.
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REIT and Tax Risks
If we fail to remain qualified as a REIT, income from our timberlands will be subject to taxation at regular
corporate rates and we will have reduced cash available for dividends to our stockholders.
Qualification as a REIT involves the application of highly technical and complicated provisions of the IRC to our
operations, including satisfaction of certain asset, income, organizational, dividend, stockholder ownership and
other requirements, on an ongoing basis. Given the highly complicated nature of the rules governing REITs, the
ongoing importance of factual determinations and the possibility of future changes in our circumstances, no
assurance can be given that we will remain qualified as a REIT.
If in any taxable year we fail to remain qualified as a REIT, unless we are entitled to relief under the IRC:
•
we would not be allowed a deduction for dividends to stockholders in computing our taxable income;
•
we would be subject to a federal income tax on our REIT taxable income at regular corporate rates; and
•
we would also be disqualified from treatment as a REIT for the four taxable years following the year during
which we lost qualification.
Any such corporate tax liability could be substantial and would reduce the amount of cash available for dividends
to our stockholders, which in turn could have an adverse impact on the value of our common stock. As a result, net
income and the cash available for dividends to our stockholders could be reduced for at least five years.
Additionally, federal and state tax laws are constantly under review by persons involved in the legislative process,
the Internal Revenue Service (IRS), the United States Department of the Treasury, and state taxing authorities.
Changes to tax laws could adversely affect our stockholders or increase our effective tax rates. We cannot predict
with certainty whether, when, in what forms, or with what effective dates, the tax laws applicable to us or our
stockholders may be changed.
To maintain our REIT qualification, we are generally required to distribute all our REIT taxable income to
our stockholders.
Generally, REITs are required to distribute 90% of their ordinary taxable income and (to avoid an excise tax) 95%
of their net capital gains income. Capital gains may be retained by the REIT but would be subject to corporate
income taxes. If capital gains were retained rather than distributed, our shareholders would be deemed to have
received a taxable distribution (about which we would notify them), with a credit or refund for any federal income
tax paid by the company. Our REIT income, however, consists primarily of net capital gains resulting from payments
received under timber cutting contracts with our TRS and third parties, rather than ordinary taxable income.
Therefore, unlike most REITs, we believe that we are not required to distribute material amounts of cash since
substantially all of our taxable income is treated as capital gains income.
To our knowledge, no REIT has chosen to pay tax on the undistributed portion of capital gains and we believe it is
impractical to do so due to tight reporting deadlines, among other challenges. As a result, our ability to retain REIT
cash for use in the business is generally limited by the required distribution rules and our practice of distributing the
REIT’s taxable income to stockholders.
Certain of our business activities are potentially subject to a prohibited transactions tax on 100% of our net
income derived from such activities, which would reduce our cash flow and impair our ability to pay
dividends.
REITs are generally intended to be passive entities and can thus only engage in those activities permitted by the
IRC, which for us generally include owning and managing a timberland portfolio, growing timber and selling standing
timber.
Certain activities that generate non-qualifying REIT income could constitute “prohibited transactions.” Prohibited
transactions are defined by the IRC generally to be sales or other dispositions of property to customers in the
ordinary course of a trade or business unless such transactions qualify for a safe harbor exception. Accordingly,
the manufacture and sale of wood products, certain types of timberland sales, certain natural climate solutions
activities, the sale of developed real estate, and the harvest and sale of logs are conducted through one or more of
our wholly-owned TRSs, the net income of which is subject to corporate-level tax.
By conducting our business in this manner, we believe we will satisfy the REIT requirements and thus avoid the
100% tax that could be imposed if a REIT were to conduct a prohibited transaction. We may not always be
successful, however, in limiting such activities to our TRS. Therefore, we could be subject to the 100% prohibited
transactions tax if such instances were to occur, which could adversely affect our cash flow and impair our ability
27
to pay quarterly dividends. Additionally, if the IRS were to successfully assert that any of our activities conducted at
the REIT constituted prohibited transactions, we could be subject to the 100% tax on the net income of such
activities.
Our ability to pay dividends and service our indebtedness using cash generated through our taxable REIT
subsidiary may be limited.
Returning cash to shareholders through a secure, regular dividend and opportunistic share repurchases is an
important and durable part of our capital allocation strategy. Our board of directors, in its sole discretion, determines
the amount, timing and frequency of dividends to be made to stockholders based on consideration of a number of
factors, including, but not limited to, our results of operations, cash flow and capital requirements, economic
conditions in our industry and in the markets for our products, REIT requirements, borrowing capacity, debt
covenant restrictions, timber prices, harvest levels on our timberlands, market demand for timberlands, including
timberland properties we have identified as potentially having a higher and better use, and future acquisitions and
dispositions. For a description of debt covenants that could limit our ability to pay dividends to stockholders in the
future, see Liquidity and Capital Resources in Part II – Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations. Consequently, the level of future dividends to our stockholders may fluctuate
and any reduction in the dividend rate may adversely affect our stock price.
Further, the rules with which we must comply to maintain our status as a REIT limit the amount of dividends our
REIT can receive from our TRS. In particular, at least 75% of our gross income for each taxable year as a REIT
must be derived from sales of our standing timber and other types of real estate income. No more than 25% of our
gross income may consist of dividends from our TRS and other non-qualifying types of income. This requirement
may limit our ability to receive dividends from our TRS and may impact our ability to pay dividends to stockholders
and service the REIT's indebtedness using cash from our TRS.
To maintain our REIT qualification, we are required to limit the size of our taxable REIT subsidiary.
Our TRS enables us to engage in non-REIT qualifying business activities, such as our wood products manufacturing
operations and certain real estate investments. However, no more than 20% of the value of our REIT gross assets
may be represented by securities of our TRS under the REIT rules. We must comply with the 20% limit on a quarterly
basis. We believe our TRS’s securities comprise a higher percentage of our REIT’s gross assets than most other
REITs, which may limit our ability to grow our TRS.
Our high degree of leverage to volatile lumber prices, coupled with limits on the amount of dividends our REIT can
receive from our TRS, also means our TRS can accumulate significant amounts of cash. Cash accumulated and
retained by our TRS increases the value of our TRS’s securities and IRS rules may limit our ability to sufficiently
rebalance the TRS's assets. The limitations on our ability to reduce the value of our TRS means we have a higher
risk than other REITs that we will not comply with the 20% gross assets limit and fail to retain our REIT qualification
in the future. While we intend to monitor the value of our investments in the stock and securities of our TRS to
ensure compliance with the 20% gross assets limitation, we cannot provide assurance that we will always be able
to comply with the limitation so as to maintain REIT status.
Furthermore, our use of our TRS may cause the market to value our common shares differently than the shares of
other REITs that may not use taxable REIT subsidiaries at all, or as extensively as we use them.
General Risk Factors
We may be unsuccessful in developing, participating or competing in natural climate solutions (NCS)
markets.
NCS opportunities, such as carbon credits, solar leases, carbon capture and storage, lithium development,
bioenergy, and emerging technologies that allow wood fiber to be used in applications ranging from biofuels to
bioplastics, are evolving and expanding. We believe growth in NCS markets could provide opportunities to further
maximize the use of our timberlands, increase our timberland values, generate increased revenues and profitability,
and drive long-term stockholder value. We have several NCS initiatives underway, including the sale or lease of
land for solar energy, land and mineral leases for lithium development and certification and sale of carbon credits.
The success of these endeavors is subject to many known and unknown risks. Known risks include, but are not
limited to, market acceptance of our products and services, changes to demand for our products and services as
these new markets evolve over time, and political and regulatory developments that may make it more costly, or
impossible, to pursue these business opportunities. There can be no assurance that we will be able to successfully
execute on our NCS initiatives and/or compete in these markets in accordance with our expectations, which could
result in an adverse effect on our business, financial results, and stockholder value.
28
Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential
information, and adversely impact our reputation and results of operations.
We use information systems to carry out our operational activities and maintain our business records. Some
systems are internally managed, and some are maintained by third-party service providers. In the ordinary course
of our business, we collect and store small amounts of sensitive data, including personally identifiable information.
We also use information technology for electronic communications between our facilities, personnel, customers and
suppliers, to process financial information and results of operations for internal reporting purposes and to comply
with regulatory, legal and tax requirements.
Attempted cyber-attacks and other cyber incidents are occurring more frequently, are constantly evolving in nature,
are becoming more sophisticated and disruptive to business operations, and are being made by groups and
individuals with a wide range of motives and expertise. There can be no assurance that our security measures and
controls will be effective against the risks we face from cyber-attacks, including from: computer hackers; foreign
governments and cyber terrorists; malicious code (such as malware, viruses and ransomware); an intentional or
unintentional personnel action; a natural disaster; a hardware or software corruption, failure or error; a
telecommunications system failure; a service provider failure or error; or any one or more other causes of a security
breach, failure or disruption. The increased prevalence and sophistication of Artificial Intelligence (AI) tools, such
as AI-enabled malware, could increase the risks of cyber-attacks to our systems and to those of our third-party
service providers.
We have, on occasion, experienced cybersecurity threats to our data and information systems, including phishing
attacks. If our IT systems are significantly disrupted, shut down or otherwise compromised for any reason, or if our
data is destroyed, misappropriated or inappropriately disclosed, our financial results or our business operations, or
both, could be negatively affected. We could suffer significant losses or incur significant liabilities, including without
limitation damage to our reputation, loss of customer confidence or goodwill and significant expenditures of time
and money to address and remediate resulting damages to affected individuals or business partners or to defend
ourselves in resulting litigation or other legal proceedings by affected individuals, business partners or regulators,
and may have limited remedies against third-party service providers in the event of service disruptions. We maintain
cyber liability insurance, which may be subject to certain exceptions and may not be sufficient to cover the financial,
legal, business or reputational losses that may result from an interruption or breach of our systems.
See Part I – Item 1C. Cybersecurity below for more information about our cybersecurity programs.
Our new integrated enterprise resource planning systems (ERP) may not perform as intended.
During 2024, we completed the implementation of new integrated ERP systems that replaced certain components
of our existing operating and financial systems. The new ERP systems are critical to our ability to provide accurate
and timely operating and financial information to our management, track purchases from and payments to our
vendors, and accurately maintain our financial records. We have invested significant resources in the planning and
project management of the system implementations.
Implementation of new IT systems, including replacement of legacy systems with new or upgraded versions, could
also pose a significant risk to our business, as any such implementation can involve system failure, reliance on third
party software providers, potential loss or corruption of our important data, security or internal control failures,
delays, cost overruns and operational disruption. Any disruptions, delays or deficiencies in the ongoing maintenance
of the new ERP systems could adversely affect our ability to operate our business, accurately maintain books and
records or otherwise timely file our financial statements with the SEC. Additionally, if the new ERP systems are not
designed or implemented properly or if they do not operate as intended, the effectiveness of our internal control
over financial reporting could be adversely affected or our ability to assess it adequately could be delayed.
We may be unsuccessful in carrying out our acquisition strategy.
Our real property holdings are primarily timberlands, and we may make additional timberlands and other forest
products asset acquisitions in the future. We intend to strategically pursue acquisitions and strategic divestitures
when market conditions warrant. The markets for timberland and forest products assets are highly competitive given
how infrequently such assets become available for purchase. As a result, many real estate investors have built up
their cash positions and face aggressive competition to purchase quality timberland assets. A significant number of
entities and resources competing for high-quality timberland properties support relatively high acquisition prices for
such properties, which may reduce the number of acquisition opportunities available to, or affordable for, us.
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As with any investment, our acquisitions may not perform in accordance with our expectations, including achieving
expected returns on the investment, revenue growth, cost savings, synergies, business opportunities and growth
prospects. In addition, we anticipate financing such acquisitions through cash from operations, borrowings under
our unsecured credit facilities, proceeds from equity or debt offerings or proceeds from strategic asset dispositions,
or any combination thereof. The failure to identify, complete and successfully integrate acquisitions into our
operations could adversely affect our operating results, cash flows, financial condition and the market price of our
common stock. Additionally, our inability to finance future acquisitions on favorable terms, or at all, could adversely
affect our ability to successfully execute strategic acquisitions and thereby adversely affect our results of operations.
Our financial condition and results of operations may be materially adversely affected by a global health
crisis such as coronavirus (COVID-19).
We face risks related to public health epidemics and other outbreaks, including the global outbreak of a novel strain
of COVID-19 and its variants. We, our suppliers, contractors and customers modified business practices for the
continued health and safety of our employees during the COVID-19 pandemic. If a resurgence of COVID-19 or
another severe global health crisis occurs, we or our suppliers, contractors, customers and others may be restricted
or prevented from conducting business activities for indefinite or intermittent periods of time, including as a result
of employee health and safety concerns, shutdowns, supply chain disruptions, shelter in place orders, travel
restrictions and other actions and restrictions that may be prudent or required by governmental authorities. The full
extent to which a global health crisis could impact our business and operating results depends on future
developments that are highly uncertain and cannot be accurately predicted and may also trigger the occurrence of,
or exacerbate, other risks discussed herein, any of which could have a material adverse effect on our business,
results of operation, cash flows and financial condition.
Our defined benefit pension plans are currently underfunded.
We have a qualified defined benefit pension plan covering certain of our current and former employees which, at
December 31, 2024, was 85.2% funded. Future actions involving our qualified and unqualified defined benefit and
other postretirement plans, such as annuity buyouts and lump-sum payouts, could cause us to incur significant
pension and postretirement settlement and curtailment charges and may require significant cash contributions to
maintain a legally required funded status.
The measurement of the pension benefit obligation, determination of pension plan net periodic costs and the
requirements for funding our pension plans are based on a number of actuarial assumptions, including the expected
rate of return on plan assets and the discount rate applied to the pension obligation. Changes in plan asset returns
and long-term interest rates could increase our costs under our defined benefit pension plans and may significantly
affect future contribution requirements. It is unknown what the actual investment return on our pension assets will
be in future years and what interest rates may be at any given point in time. We cannot therefore provide any
assurance of what our actual pension plan costs will be in the future, or if we will be required under applicable law
to make future material plan contributions. See Note 15: Savings Plans, Pension Plans and Other Postretirement
Employee Benefits in the Notes to Consolidated Financial Statements for additional information regarding these
plans.
A strike or other work stoppage, or our inability to renew collective bargaining agreements timely and on
favorable terms, could adversely affect our financial results.
Certain employees at one of our sawmills, representing approximately 13% of our total workforce, are covered
under a collective bargaining agreement that expires in 2026. If our unionized workers were to engage in a strike
or other work stoppage, or other non-unionized operations were to become unionized, we could experience a
significant disruption of operations at our facilities or higher ongoing labor costs. A strike or other work stoppage in
the facilities of any of our major customers or suppliers could also have similar effects on us.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
We understand the importance of identifying, assessing, and managing risks related to cybersecurity threats and
data protection. We acknowledge the potential adverse effects of cybersecurity incidents on our business. As part
of our enterprise risk management program, cybersecurity risks are evaluated alongside other company risks within
the broader risk assessment process. Our data security plan incorporates a specialized cybersecurity risk
assessment process, which helps us identify potential risks by benchmarking our procedures against National
30
Institute of Standards and Technology (NIST) standards and engaging third-party experts to test the security of our
information systems. Key aspects of our risk management program include:
•
Monitoring Regulatory Changes: We monitor emerging data protection laws and, if necessary, implement
changes to our policies and employee training processes.
•
Cybersecurity Policy Reviews: We regularly review and update (when applicable) our policies and
procedures related to cybersecurity.
•
Security Tools and Response Exercises: We use various tools, such as network and endpoint monitoring,
vulnerability assessments, penetration testing, and tabletop exercises, to assist in risk identification and
assessment. We then use these findings (where applicable) to enhance our processes and technologies.
•
Employee Training: We conduct annual cybersecurity awareness training for all employees with computer
access, as well as specific training for those who handle sensitive data or are involved in cybersecurity
management.
•
Expert Collaboration: We work with third-party subject matter experts to assess cybersecurity threats, their
severity, and potential mitigation strategies.
•
Safeguard Third-Party Data: Through policy, practice, and contracts (as applicable), we require employees,
as well as third parties providing services on our behalf, to treat customer information and data with care.
•
Use of Third-Party Service Providers: As cybersecurity considerations affect the selection and oversight of
our third-party service providers, we also conduct pre-engagement assessments for third-party providers
based on the sensitivity of the data they handle, and annually review SOC 1 or 2 reports for certain
outsourced service providers whose systems are utilized in processing company or employee data.
•
Phishing Simulations: Regular phishing simulations help employees recognize and respond to potential
email threats, with additional training provided, as necessary
•
NIST Framework: We leverage the NIST incident handling framework to guide our responses to actual or
potential cybersecurity incidents, covering identification, protection, detection, response, and recovery.
Cybersecurity Incident Response Process
Our incident response plan outlines the steps we take to prepare for, detect, respond to, and recover from
cybersecurity incidents. This process includes assessing severity, escalating, containing, investigating, and
remediating incidents, while ensuring compliance with applicable legal obligations and protecting our brand
reputation. As part of this process, we regularly engage with third-party assessors and consultants to review and
improve our cybersecurity program, focusing on compliance and areas for improvement. Our processes also
address cybersecurity threat risks associated with our use of third-party service providers, including those in our
supply chain who have access to our customer and employee data or our systems. Third-party risks are included
within our enterprise risk management assessment program, as well as our cybersecurity specific risk identification
program, both of which are discussed above.
Oversight of Cybersecurity Risk
Our cybersecurity risk management strategy is led by the Information Technology Director (IT Director) and the
Director of Information Security (IS Director). Our IS Director has over eleven years of experience managing
information security, developing cybersecurity strategy and implementing relevant and effective cybersecurity
programs. Together, our IT Director and IS Director hold numerous credentials, including a Bachelor of Science in
Cybersecurity & Information Assurance. Both have extensive experience in cybersecurity management with
credentials including CISSP, CCSP, GIAC, GCFA, GCIH, and others.
The IT Director reports directly to the Chief Financial Officer, ensuring timely notification of significant cybersecurity
incidents to the senior management team. The management team and the enterprise risk committee are informed
about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their
management of, and participation in, the cybersecurity risk management and strategy processes described above,
including the operation of our incident response plan. The enterprise risk committee, which includes the Chief
Financial Officer, IT Director as well as other members of senior management, review cybersecurity risk
management as a component of our overall enterprise risk management.
The audit committee of the board of directors is responsible for the oversight of the company’s enterprise risk
management program. The audit committee’s oversight includes reviewing and discussing with management (at
least annually) management’s report on assessment of risk exposure and risk management, the processes in place
to identify and manage significant risks, steps taken by management to control or mitigate such exposures, and
management’s report on cybersecurity risk management, which includes strategies to mitigate data protection and
31
cybersecurity risks. Additionally, the IT Director reports at least annually to the audit committee on cybersecurity
threat risks, and our Chief Executive Officer reports regularly to the chair of our board of directors, and the full board
of directors, as appropriate, about emerging threats to our operations, both at scheduled board meetings and
through communications between board meetings.
Pursuant to the company’s incident response plan, if a significant cybersecurity incident occurs that may have a
material effect on the company’s business or its financial statements, management will discuss the incident and
management’s mitigation and remediation plan for such incident with the audit committee. As of the date of this
report, we have not identified any cybersecurity threats, including as a result of any previous cybersecurity incidents,
that have materially affected or are reasonably likely to materially affect our business strategy, results of operations,
financial results, or long-term financial condition. For more information on cybersecurity risks, see the risk factor
entitled “Cybersecurity incidents could disrupt business operations, result in the loss of critical and confidential
information, and adversely impact our reputation and results of operations” in Part I – Item 1. Business, Item 1A.
Risk Factors contained in this report.
ITEM 2. PROPERTIES
Information on our locations and facilities is included above in Part I – Item 1. Business under each of the respective
segment headers.
ITEM 3. LEGAL PROCEEDINGS
We believe there is no pending or threatened litigation that could have a material adverse effect on our financial
position, results of operations or liquidity.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on The Nasdaq Global Select Market (Nasdaq) with the ticker symbol “PCH.” There were
approximately 2,131 stockholders of record as of February 10, 2025.
RECENT SALE OF UNREGISTERED SECURITIES
None.
ISSUER PURCHASES OF EQUITY SECURITIES AND USE OF PROCEEDS
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). Concurrently, the board
of directors terminated the remaining repurchase authorization under a previously authorized repurchase program.
The 2022 Repurchase Program may be suspended, terminated or modified at any time for any reason.
Shares under the 2022 Repurchase Program may be repurchased in open market transactions, pursuant to a
trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the Exchange Act),
or through privately negotiated transactions.
We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. 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. There were no unsettled repurchases at
December 31, 2024 and 2023.
The following table provides information with respect to purchases of common stock made by the company during
the fourth quarter of 2024:
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
October 1 - October 31
98,654
$
42.01
98,654
$
93,456,403
November 1 - November 30
81,716
$
42.30
81,716
$
90,000,107
December 1 - December 31
—
$
—
—
$
90,000,107
Total
180,370
$
42.14
180,370
$
90,000,107
32
EQUITY COMPENSATION PLAN INFORMATION
Information required by this item with respect to equity compensation plans is included under the caption “Equity
Compensation Plan Information” in our definitive Proxy Statement to be filed with the SEC on or about March 27,
2025, and is incorporated herein by reference.
Company Stock Price Performance
The following graph and table show comparison of cumulative total stockholder returns for our company, the
NAREIT Equity Index, the Standard & Poor’s 500 Composite Index and a group of four companies that we refer to
as our peer group index for the five-year period ended December 31, 2024. The total stockholder return assumes
$100 invested at December 31, 2019, with quarterly reinvestment of all dividends.
At December 31,
2020
2021
2022
2023
2024
PotlatchDeltic Corporation
$
119
$
157
$
122
$
141
$
118
NAREIT Equity Index
$
92
$
132
$
100
$
113
$
123
S&P 500 Composite Index
$
118
$
152
$
125
$
158
$
197
2023 Peer Group Index
$
114
$
151
$
123
$
153
$
129
Our peer group index for 2024 consists of Rayonier Inc., St. Joe Co., UFP Industries and Weyerhaeuser Co. Returns
are weighted based on market capitalizations as of the beginning of each year. Our 2022 and 2021 returns include
the impacts of special dividends of $0.95 per share and $4.00 per share, respectively. See Note 3: Earnings Per
Share in the Notes to Consolidated Financial Statements for additional information.
The performance graph above is being furnished solely to accompany this Report pursuant to Item 201(e) of
Regulation S-K and is not being filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as
amended and is not to be incorporated by reference into any of our filings, whether made before or after the date
hereof, regardless of any general incorporation in such filing.
ITEM 6. [Reserved]
33
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS (MD&A)
The following discussion is intended to promote understanding of our results of operations and financial condition.
MD&A is provided as a supplement to, and should be read in conjunction with, Part I – Item 1. Business, Item 1A.
Risk Factors and Part II – Item 8. Financial Statements and Supplementary Data contained in this report. This
section generally discusses the results of operations for 2024 compared to 2023. For a discussion comparing our
results of operations and liquidity and capital resources for the year ended December 31, 2023 to 2022, refer to this
same section (Part II, Item 7) in our 2023 annual report on Form 10-K as filed with the SEC on February 15, 2024.
Our Company
We are a leading timberland REIT with ownership of 2.1 million acres of timberland. We also own six sawmills and
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 with a portion of its
wood fiber needs. These intersegment revenues 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. In the Business Segment Results discussion below, each
segment’s revenues and expenses, as applicable, are presented before elimination of intersegment revenues and
expenses.
Our business segments have been and will continue to be influenced by a variety of factors, including tariffs, quotas
and trade agreements, changes in timber prices and in harvest levels from our timberlands, competition, timberland
valuations, demand for our non-strategic timberland for higher and better use purposes, 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, 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.
Additionally, governments and businesses across the globe are taking action on climate change and are making
significant commitments towards reducing greenhouse gas emissions to net zero. Achieving these commitments
will require governments and companies to take major steps to modify operations, invest in low-carbon activities
and purchase offsets to reduce environmental impacts. We believe we are well positioned to provide products and
services that entities may utilize to achieve these commitments through natural climate solutions, including selling
or leasing timberlands to third parties for renewable energy projects such as for solar power generation facilities,
selling pulpwood and sawmill residuals for green energy production, forest carbon offsets, carbon capture and
storage projects, and other emerging technologies that allow wood fiber to be used in applications ranging from
biofuels to bioplastics.
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 are 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 measures presented by other companies due to potential
inconsistencies in methods of calculation.
See Note 2: Segment Information in the Notes to the Consolidated Financial Statements for information related to
the use of segment Adjusted EBITDDA.
34
Business and Economic Conditions Affecting Our Operations
The demand for timber is directly affected by the underlying demand for lumber and other wood products, as well
as by the demand for pulp, paper and packaging. Our Timberlands and Wood Products segments are impacted by
both demand for new homes and home improvement and repair of existing homes in the United States. Our
Timberlands segment is also influenced by the availability of harvestable timber. In general, our Idaho log market
is typically in balance but can be tensioned from time to time, while Southern log markets have more available
supply. However, additional mill capacity being added in the U.S. South has led to tightening of markets in certain
geographies.
Rural real estate dispositions and acquisitions can also be adversely affected when access to any properties to be
sold or considered for acquisition is limited due to adverse weather conditions. Development real estate sales occur
throughout the year and are dependent upon when our development of residential neighborhoods and commercial
lots are substantially completed. The timing of these sales can also be impacted by contractor availability to
complete the necessary infrastructure and other improvements.
The operating results of our Timberlands, Wood Products and Real Estate business segments have been and will
continue to be affected by the cyclical nature of the forest products industry and the real estate industry. Log and
pulpwood sales volumes in our Timberlands segment are typically lower in the first half of each year as winter rains
in the Southern region and spring thaw in the Northern region limit timber harvesting operations due to softened
roadbeds and wet logging conditions that restrict access to logging sites. The third quarter is typically our
Timberlands segment's strongest production quarter. Demand for our manufactured wood products typically
decreases in the winter months when construction activity is slower, while demand typically increases during the
spring, summer and fall when construction activity is generally higher.
Interest rates affect our business primarily through their impact on mortgage rates, the broader U.S. economy, and
our capital allocation strategies. Although mortgage rates are not directly set by the U.S. Federal Reserve, they
tend to follow the movement of 10-year U.S. Treasury bonds, which are influenced by investor expectations
regarding future Federal Reserve monetary policy. Data from Freddie Mac shows that from the end of 2011 to the
end of 2021, the average 30-year fixed mortgage rate remained below 4.0%. However, it began rising in the first
quarter of 2022, peaking at around 7.8% in October 2023. The Federal Reserve reduced key benchmark interest
rates by 100 basis points between late September and December 2024. Despite this, stronger-than-expected
economic growth and uncertainties around long-term inflation and the U.S. deficit have kept mortgage rates
elevated, ending 2024 at approximately 6.85%. Factors such as inflation, unemployment, and the overall economic
climate can influence the Federal Reserve's decisions regarding short-term borrowing rates.
Single-family housing supply remains below the historical average, with affordability continuing to hinder home
ownership. In January 2025, the U.S. Census Bureau reported 1.5 million total housing starts in December 2024
on a seasonally-adjusted basis, nearly 16% higher than November and the highest rate since February 2024. While
the increase was largely driven by multi-family units, single-family housing starts averaged about 1.0 million units
on a seasonally-adjusted annual basis in the fourth quarter of 2024, a 3.3% increase from the third quarter of 2024.
Additionally, authorized building permits for single-family homes averaged nearly 980,000 units on a seasonally-
adjusted annual basis during the fourth quarter of 2024, consistent with the 2024 annual average.
The National Association of Home Builders/Wells Fargo Housing Market Index (HMI) reported that builder
confidence for newly constructed single-family homes rose to 47 in January 2025, up from a low during 2024 of 39
in August. Despite the increase in confidence, builders continue to face challenges, including elevated mortgage
rates, concerns over inflation, government regulation, and persistent supply-side issues such as a shortage of
buildable lots, skilled labor, and rising material costs. These factors are driving up the cost of home construction.
Nonetheless, we remain optimistic about the long-term outlook for housing, as the market continues to grapple with
an undersupply of homes, historically low inventory levels, and a large millennial demographic entering their prime
home-buying years.
The repair and remodel sector is the largest market segment for lumber demand. Near term headwinds on the
repair and remodel market appear to have been driven by elevated interest rates, which raise the cost of
discretionary projects, coupled with the low turnover of existing homes, which typically spurs repair and remodel
activity. While spending on residential home remodeling moderated during 2024, the sector is expected to grow at
a mild pace throughout 2025. We believe long-term favorable underlying fundamentals, including a strong labor
market, solid household balance sheets, strong levels of home equity, an aging existing housing stock, and
expected increases in sales of existing homes will support repair and remodel demand for our products.
35
In our Timberlands segment, a significant portion of our Idaho sawlog prices are indexed on a four-week lag to
lumber prices. The Northern region experienced a decrease in sawlog prices during 2024 because of lower indexed
lumber prices compared to the prior year. In the Southern region, sawlog and pulpwood prices have been relatively
stable year over year. Our total harvest volume in 2024 was 7.6 million tons and we expect to harvest approximately
7.4 million tons during 2025, with approximately 80% of the volume in the Southern region.
During the third quarter of 2024, we completed the construction phase of the expansion and modernization of our
Waldo, Arkansas sawmill (the Waldo Modernization Project). The Waldo Modernization Project included upgrades
to the log yard and planer, a new saw line, and a new continuous dry kiln and is expected to increase the sawmill’s
annual capacity and reduce its operating costs significantly. The sawmill, which continued to operate during the
construction, took limited downtime early in the third quarter to tie in the new equipment and restarted in mid-August
2024. We anticipate the sawmill will reach its expected new annual capacity run rate of 275 million board feet per
year by mid-year of 2025.
During 2024, our Wood Products segment was challenged by a relatively weak lumber pricing environment which
only began to improve towards the latter half of the year. Despite the pricing challenges, we shipped just over 1.1
billion board feet of lumber during 2024. For 2025, we expect to ship approximately 1.2 billion board feet of lumber,
which takes into account the expected production ramp-up at the Waldo sawmill.
Our Real Estate segment benefited from increased rural land sales, including the sale of 34,100 acres of four-year
average age Southern timberlands for $56.7 million to Forest Investment Associates (FIA), and higher average
sales price per residential lot sold in Chenal Valley. We expect to sell approximately 26,000 rural acres and 130
residential lots in Chenal Valley during 2025.
Consolidated Results
The following table sets forth year-over-year changes in items included in our Consolidated Statements of
Operations. Our Business Segment Results provide a more detailed discussion of our segments.
2024
Year Ended December 31,
vs.
(in thousands)
2024
2023
2023
Revenues
$ 1,062,076
$ 1,024,075
$
38,001
Costs and expenses:
Cost of goods sold
945,672
899,578
46,094
Selling, general and administrative expenses
83,212
75,730
7,482
CatchMark merger-related expenses
—
2,453
(2,453 )
Gain on fire damage
—
(39,436 )
39,436
1,028,884
938,325
90,559
Operating income
33,192
85,750
(52,558 )
Interest expense, net
(28,923 )
(24,218 )
(4,705 )
Non-operating pension and other postretirement employee benefits
803
(914 )
1,717
Other
3,115
1,267
1,848
Income before income taxes
8,187
61,885
(53,698 )
Income taxes
13,689
216
13,473
Net income
$
21,876
$
62,101
$
(40,225 )
Total Adjusted EBITDDA1
$
232,100
$
200,234
$
31,866
1. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP
measure, for each of the years presented.
2024 compared with 2023
Revenues
Revenues of $1.1 billion were $38.0 million higher compared to 2023 primarily due to increased rural real estate
acres sold, including a 34,100-acre rural timberland sale for $56.7 million, and real estate development sales due
to a higher average residential price per lot in Chenal Valley. These increases were partially offset by lower lumber
and plywood prices, and lower Northern sawlog volume and prices.
Cost of goods sold
Cost of goods sold increased $46.1 million compared to 2023 primarily due to increased rural real estate acres sold
and increased employee related costs. These increases were partially offset by lower raw material costs and lower
logging and hauling costs on reduced rates in the Northern region.
36
Selling, general and administrative expenses
Selling, general and administrative expenses increased $7.5 million compared to 2023 primarily due to higher
professional service fees, including costs for implementation of new systems, and employee related costs. The prior
year included a $1.0 million reduction in stock compensation expense due to employee forfeiture of stock awards.
Gain on fire damage
During 2023, we recognized insurance recoveries of $39.4 million for fire damage at our Ola, Arkansas sawmill.
The claim with insurance carriers was finalized by the end of 2023.
Interest expense, net
Interest expense, net increased $4.7 million compared to 2023 primarily due to less interest income earned on cash
and cash equivalents held in interest bearing accounts.
Income taxes
Income taxes are primarily due to income from our TRS. For 2024, we recorded an income tax benefit of $13.7
million on TRS pre-tax loss of $54.9 million as compared to an income tax benefit of $0.2 million on TRS pre-tax
income of $15.4 million in 2023. The increase in our income tax benefit in 2024 was due to lower lumber prices
reducing the pre-tax income generated by our TRS, both overall and relative to pre-tax income generated by our
REIT, and changes in our unrecognized tax positions, primarily due to the lapse of the statute of limitations.
Total Adjusted EBITDDA
Total Adjusted EBITDDA for 2024 increased $31.9 million compared to 2023, primarily due to increased rural real
estate acres sold and an increase in the average price per residential lot in Chenal Valley. The increase in Total
Adjusted EBITDDA was partially offset by lower lumber prices, lower Northern sawlog harvest volumes and prices,
and higher selling, general and administrative expenses. 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.
BUSINESS SEGMENT RESULTS
Timberlands Segment
2024
Year Ended December 31,
vs.
(in thousands)
2024
2023
2023
Revenues1
$
392,169
$
411,077
$
(18,908 )
Costs and expenses
Logging and hauling
206,727
213,054
(6,327 )
Other
36,628
38,261
(1,633 )
Selling, general and administrative expenses
10,085
8,441
1,644
Timberlands Adjusted EBITDDA2
$
138,729
$
151,321
$
(12,592 )
1. Prior to elimination of intersegment fiber revenues of $102.6 million and $110.7 million in 2024 and 2023, respectively.
2. Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to
Consolidated Financial Statements.
37
Timberlands Segment Statistics
2024
Year Ended December 31,
vs.
Harvest Volumes (in tons)
2024
2023
2023
Northern region
Sawlog
1,444,571
1,495,144
(50,573 )
Pulpwood
21,932
26,802
(4,870 )
Total
1,466,503
1,521,946
(55,443 )
Southern region
Sawlog
2,705,008
2,529,131
175,877
Pulpwood
2,123,798
2,150,703
(26,905 )
Stumpage
1,340,752
1,487,415
(146,663 )
Total
6,169,558
6,167,249
2,309
Total harvest volume
7,636,061
7,689,195
(53,134 )
Sales Price/Unit ($ per ton)
Northern region1
Sawlog
$
110 $
117 $
(7 )
Pulpwood
$
38 $
47 $
(9 )
Southern region1
Sawlog
$
47 $
48 $
(1 )
Pulpwood
$
31 $
32 $
(1 )
Stumpage
$
15 $
18 $
(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.
Timberlands Adjusted EBITDDA
The following table summarizes Adjusted EBITDDA variances for the year ended December 31, 2024 compared
with the year ended December 31, 2023:
(in thousands)
2024 vs 2023
Timberlands Adjusted EBITDDA - prior year
$
151,321
Sales price and mix
(16,803 )
Harvest volume
(2,985 )
Logging and hauling cost per unit
6,589
Forest management, indirect and other
607
Timberlands Adjusted EBITDDA - current year
$
138,729
2024 compared with 2023
Timberlands Adjusted EBITDDA for 2024 was $138.7 million, a decrease of $12.6 million compared to 2023
primarily as a result of the following:
•
Sales Price and Mix: Sawlog prices in the Northern region decreased 6.0%, to $110 per ton, primarily due
to the effect of lower indexed sawlog prices in Idaho. Southern sawlog prices remained relatively flat.
•
Harvest Volume: We harvested a total of 7.6 million tons across our Northern and Southern regions, which
was in line with our plan at the beginning of the year. In our Southern region we harvested 6.2 million tons
during both 2024 and 2023. Southern sawlog harvest volume during 2024 increased 7.0% compared to
2023 primarily due to more favorable operating conditions during 2024 partially offset by fewer stumpage
sales. In the Northern region, slightly softer market demand during 2024 compared to 2023 contributed to
the 3.6% decrease in harvest volume.
•
Logging and Hauling Cost per Unit: Logging and hauling costs per delivered unit were lower primarily
due to a lower mix of Northern sawlogs, which have a higher cost per unit compared to Southern sawlogs,
and lower fuel costs.
38
Wood Products Segment
2024
Year Ended December 31,
vs.
(in thousands)
2024
2023
2023
Revenues
$
601,924
$
635,672
$
(33,748 )
Costs and expenses1
Fiber costs
289,456
299,511
(10,055 )
Manufacturing costs
232,910
220,645
12,265
Freight, logging and hauling
75,978
78,520
(2,542 )
Finished goods inventory change
(3,189 )
2,992
(6,181 )
Selling, general and administrative expenses
14,059
13,139
920
Other
364
378
(14 )
Wood Products Adjusted EBITDDA2
$
(7,654 ) $
20,487
$
(28,141 )
1. Prior to elimination of intersegment fiber costs of $102.6 million and $110.7 million in 2024 and 2023, respectively.
2. Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to
Consolidated Financial Statements.
Wood Products Segment Statistics
2024
Year Ended December 31,
vs.
2024
2023
2023
Lumber shipments (MBF)1
1,106,974
1,103,089
3,885
Lumber sales prices ($ per MBF)
$
425
$
452
$
(27 )
1. MBF stands for thousand board feet.
Wood Products Adjusted EBITDDA
The following table summarizes Adjusted EBITDDA variances for the year ended December 31, 2024 compared
with the year ended December 31, 2023:
(in thousands)
2024 vs 2023
Wood Products Adjusted EBITDDA - prior year
$
20,487
Lumber:
Price
(31,224 )
Manufacturing costs per unit
(7,825 )
Log costs per unit
9,930
Volume
(78 )
Inventory charge
2,827
Residuals, panels and other
(1,771 )
Wood Products Adjusted EBITDDA - current year
$
(7,654 )
2024 compared with 2023
Wood Products Adjusted EBITDDA for 2024 decreased $28.1 million compared to 2023 primarily as a result of the
following:
•
Lumber Price: Average lumber sales prices decreased to $425 per MBF during 2024 compared to $452
per MBF during 2023.
•
Manufacturing Cost Per Unit: Higher manufacturing costs per unit were primarily due to the impact of
downtime and the restart related to the expansion and modernization project at our Waldo, Arkansas
sawmill and increased labor costs from normal wage adjustments, partially offset by an increase in
production at our Ola, Arkansas sawmill.
•
Log Costs Per Unit: Log costs per unit were lower primarily due to lower indexed log costs at our Idaho
sawmill and improved production recoveries at our Southern sawmills.
•
Inventory Charge: Lower log costs and improved market pricing during 2024 resulted in no inventory write-
downs at the end of 2024 compared to the end of 2023.
•
Residual Sales, Panels and Other: Soft demand from industrial customers resulted in lower plywood price
realization during 2024 compared to 2023, which more than offset higher residual sales.
39
Real Estate Segment
2024
Year Ended December 31,
vs.
(in thousands)
2024
2023
2023
Revenues
$
170,629
$
87,988
$
82,641
Costs and expenses
Costs of goods sold
16,040
14,147
1,893
Selling, general and administrative expenses
7,568
6,066
1,502
Real Estate Adjusted EBITDDA1
$
147,021 $
67,775 $
79,246
1. Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to
Consolidated Financial Statements.
Real Estate Segment Statistics
Rural Real Estate
Year Ended December 31,
2024
2023
Acres sold
57,389
17,775
Average price per acre
$
2,302
$
3,068
Development Real Estate
Year Ended December 31,
2024
2023
Residential lots
135
128
Average price per lot
$
146,366
$
104,241
Commercial acres
12
12
Average price per acre
$
492,746
$
572,614
Real Estate Adjusted EBITDDA
The following table summarizes Adjusted EBITDDA variances for the year ended December 31, 2024 compared
with the year ended December 31, 2023:
(in thousands)
2024 vs 2023
Real Estate Adjusted EBITDDA - prior year
$
67,775
Rural real estate sales
77,169
Development real estate sales
4,563
Selling, general and administrative expenses
(1,504 )
Other costs, net
(982 )
Real Estate Adjusted EBITDDA - current year
$
147,021
2024 compared with 2023
Real Estate Adjusted EBITDDA for 2024 was $147.0 million, an increase of $79.2 million compared with 2023
primarily as a result of the following:
•
Rural Real Estate Sales: The increase in rural real estate sales is primarily due to increased rural acres
sold compared to 2023. Rural real estate sales during 2024 included a 34,100-acre sale of four-year
average age Southern timberlands to FIA for $56.7 million, a 3,900-acre sale in Alabama, a 2,000-acre
conservation sale in Arkansas, and a 1,200-acre sale in Idaho. Rural real estate sales in 2023 included a
2,240-acre conservation sale in Alabama, a 2,700-acre sale in Georgia, and a 1,660-acre sale in South
Carolina. Rural real estate sales vary period-to-period with the average price per acre fluctuating based on
both the geographic area of the real estate and type of land sold.
40
•
Development Real Estate Sales: During 2024, we sold 135 residential lots at an average lot price of
$146,366 compared with 128 lots at an average lot price of $104,241 during 2023. In addition, we sold 12
acres of commercial land in Chenal Valley for an average price of $492,746 per acre during 2024 compared
to 12 acres for an average price of $572,614 per acre during 2023. The average price per lot or commercial
acre fluctuates based on a variety of factors, including size, location and planned end use within the
developments.
Liquidity and Capital Resources
Overview
An important source of liquidity is cash generated from our operations, which is highly dependent on selling prices
for our products, as described in Part I – Item 1. Business, and can vary from period to period. Changes in significant
sources of cash for the years ended December 31, 2024 and 2023 are presented by category as follows:
Year Ended December 31,
(in thousands)
2024
2023
Change
Net cash from operating activities
$
188,470 $
159,111 $
29,359
Net cash from investing activities
$
(92,062 ) $
(95,304 ) $
3,242
Net cash from financing activities
$
(182,371 ) $
(171,710 ) $
(10,661 )
Net Cash Flows from Operating Activities
Net cash from operating activities increased $29.4 million in 2024 compared to 2023 primarily as a result of the
following:
•
Cash received from customers increased $35.6 million primarily due to increased rural real estate acres
sold, including the 34,100-acre sale to FIA, higher average lot prices in Chenal Valley, and higher Southern
sawlog harvest volumes. These increases were partly offset by lower lumber prices, a decrease in Northern
harvest volumes and sawlog prices, and fewer Southern stumpage sales.
•
Cash payments decreased $21.8 million primarily due to lower Northern logging and hauling costs, lower
real estate development expenditures at Chenal Valley, and lower employee incentive compensation
payouts. These declines were partially offset by costs associated with higher Southern sawlog harvest
volumes, increased professional service costs and implementation costs of new systems.
•
During 2024, we received the final $1.7 million of insurance proceeds related to business interruption
insurance following the fire at our Ola, Arkansas sawmill in June 2021, compared to $36.4 million received
during 2023.
•
Cash paid for interest, net increased by approximately $10.1 million primarily due to lower interest income
earned as a result of lower average cash balances in interest bearing accounts partially offset by increased
patronage dividends from our lenders. Additionally, cash from operating activities during 2024 includes
reclassification of $29.7 million received from interest rate swaps that contain an other-than-insignificant
financing element at inception as investing ($27.6 million) and financing ($2.1 million) activities. Cash from
operating activities during 2023 includes reclassification of $25.6 million received from interest rate swaps
that contain an other-than-insignificant financing element at inception as investing ($23.8 million) and
financing ($1.8 million) activities.
•
Net tax payments decreased $24.1 million as a result of lower taxable income generated from our TRS
during 2024.
•
Cash contributions to our pension and other postretirement employee benefit plans increased $5.2 million,
primarily due to a $4.0 million contribution to our qualified pension plan.
Net Cash Flows from Investing Activities
Changes in cash flows from investing activities were primarily a result of the following:
•
Cash expenditures for property, plant and equipment, timberlands reforestation and road construction
projects during 2024 and 2023 was $88.7 million and $119.8 million, respectively, which includes payments
for capital expenditures for the Waldo, Arkansas sawmill expansion and modernization project of $37.9
million and $74.2 million, respectively.
•
Cash expenditures for timberland acquisitions in 2024 was $32.3 million which included the acquisition of
16,000 acres of mature timberlands in Arkansas. Cash expenditures for timberland acquisitions in 2023
was $1.8 million.
41
•
We received $27.6 million during 2024 compared to $23.8 million during 2023 from certain interest rate
swaps that contained an other-than-insignificant financing element at inception, which is required to be
classified as an investing activity. Cash flows from these interest rate swaps reduce our interest costs on
the corresponding variable-rate debt.
Net Cash Flows from Financing Activities
Changes in cash flows from financing activities were primarily a result of the following:
•
During 2024 and 2023, we repurchased 0.8 million and 0.5 million shares, respectively for approximately
$35.0 million and $25.0 million, respectively.
•
Dividend payments of $142.4 million during 2024 compared to $143.6 million in 2023 due to fewer shares
outstanding following share repurchases.
Future Sources and Uses of Cash
At December 31, 2024, we had cash and cash equivalents of $151.6 million. We expect cash and cash equivalents
on hand, cash generated from operating activities, and available borrowing capacity under our Credit Agreement,
if needed, to be adequate to meet our future cash requirements over the next twelve months.
Our material cash commitments arising in the normal course of business under our known contractual and other
obligations as of December 31, 2024 primarily relate to purchase obligations, repayments of long-term debt and
related interest, payments under operating and financing leases and pension and postretirement benefits. Purchase
obligations primarily include open purchase orders for goods or services, future payments due under timber cutting
contracts, commitments for construction contracts, commitments to complete real estate development projects and
commitments to acquire property and equipment in the next twelve months. At December 31, 2024, our purchase
obligations were approximately $69.6 million, of which $37.4 million is expected to be paid in the next twelve months.
Additionally, based on interest rates on our long-term debt at December 31, 2024, we expect net interest payments
on long-term debt, including the impact of any associated interest rate swaps and estimated patronage credits from
lenders, to be approximately $135.3 million over the term of the loans, of which approximately $25.0 million is
expected to be paid in 2025.
For further detail on our debt, lease, and pension and other postretirement plan obligations and timing of expected
future payments see Note 9: Debt, Note 13: Leases, and Note 15: Savings Plans, Pension Plans and Other
Postretirement Employee Benefits in the Notes to Consolidated Financial Statements.
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 expected return on investment. We expect to spend a total of approximately $60 million to $65 million for capital
expenditures during 2025, which excludes a final closeout payment of approximately $6.6 million related to the
expansion and modernization of our Waldo, Arkansas sawmill (the Waldo Modernization Project).
During the third quarter of 2024, we completed the construction phase of the Waldo Modernization Project. The
Waldo Modernization Project included upgrades to the log yard and planer, a new saw line, and a new continuous
dry kiln and is expected to increase the sawmill’s annual capacity and reduce its operating costs significantly. The
sawmill, which continued to operate during the construction, took limited downtime early in the third quarter to tie in
the new equipment and restarted in mid-August 2024. We anticipate the sawmill will reach its expected new annual
capacity run rate of 275 million board feet per year by mid-year of 2025. We capitalized approximately $131.0 million
on the modernization project, of which a total of $124.4 million has been paid through December 31, 2024, and the
remaining $6.6 million is expected to be paid 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 repurchases (the 2022 Repurchase Program). Concurrently, the board
of directors terminated the remaining repurchase authorization under a previously authorized repurchase program.
At December 31, 2024, we had remaining authorization of $90.0 million for future stock repurchases under the 2022
Repurchase Program. The timing, manner, price and amount of repurchases will be determined according to a
trading plan adopted from time to time in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934
(Trading Plan), and, subject to the terms of a Trading Plan, the 2022 Repurchase Program may be suspended,
terminated or modified at any time for any reason.
42
Dividends to Shareholders
The following table summarizes the historical tax characteristics of dividends to shareholders for the year ended
December 31:
(Amounts per share)
2024
2023
Capital gain dividends
$
1.80
$
1.31
Non-taxable return of capital
—
0.49
Total dividends
$
1.80
$
1.80
On February 7, 2025, the board of directors approved a quarterly cash dividend of $0.45 per share payable on
March 31, 2025, to stockholders of record as of March 7, 2025.
Long-Term Debt and Credit Agreement
At December 31, 2024, 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.
On November 1, 2024, we entered into a tenth amendment to the Amended Term Loan Agreement, which provided
for three new term loans totaling $176.0 million that mature on November 1, 2032, 2033, and 2034, respectively
(collectively referred to as the New Term Loans). The proceeds of the New Term Loans were used to refinance a
$110.0 million term loan that matured on November 1, 2024 and to replenish cash used to repay $65.7 million of
revenue bonds that matured in October 2024. The New Term Loans bear interest at a rate equal to the daily simple
SOFR-indexed rate plus an applicable margin ranging between 2.20% and 2.30% per annum depending on the
term loan's maturity date. The New Term Loans provide for a cost-of-capital reset at year five whereby the applicable
margin may be reset at the sole discretion of the lender.
In connection with the refinancing, we terminated $125.0 million of our $200.0 million forward-starting interest rate
swaps and transferred the value realized from their termination into three new interest rate swaps to hedge the
variability in future cash flows on the New Term Loans. These three new daily simple SOFR-indexed interest rate
swaps effectively fix the interest rates on the New Term Loans between 4.02% and 4.28%, before patronage credits
from lenders, depending on the maturity date of the associated term loan. At December 31, 2024, we had one
remaining forward-starting interest rate swap of $75.0 million available to fix the interest rate on future debt
refinancing.
At December 31, 2024, approximately $100.0 million of our outstanding long-term debt that matures in August 2025
was classified as current on our accompanying Consolidated Balance Sheets. We expect to refinance this $100.0
million term loan at maturity.
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 December 31, 2024, there
were no borrowings under the revolving line of credit and approximately $0.6 million of the revolving line of credit
was utilized by outstanding letters of credit.
See Note 9: Debt and Note 10: Derivative Instruments in the Notes to the Consolidated Financial Statements for
additional information on our debt, credit, and interest rate swap agreements.
Financial Covenants
The Amended Credit Agreement and the Amended Term Loan 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. 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.
The Interest Coverage Ratio is EBITDDA, which is defined in the Financing Agreements as net income adjusted for
interest expense, net, income taxes, depreciation, depletion and amortization, the basis of real estate sold and non-
cash equity compensation expense, divided by interest expense, net for the same period.
43
The Leverage Ratio is our Total Funded Indebtedness divided by our Total Asset Value (TAV). Our Total Funded
Indebtedness consists of long-term debt, including any current portion of long-term debt, finance lease liabilities,
revolving line of credit borrowings and the amount outstanding under the letter of credit subfacility.
The following table presents the components and applicable limits of TAV at December 31, 2024:
(in thousands)
Estimated timberland fair value
$
5,207,322
Wood Products manufacturing facilities book basis (limited to 10% of TAV)
393,590
Cash and cash equivalents
151,551
Other1
10,409
Total Asset Value
$
5,762,872
1. Includes, as applicable, Construction In Progress (limited to 10% of TAV), Company-Owned Life Insurance (limited to 5% of TAV) and
Investments in Affiliates (limited to 15% of TAV) as defined in the Financing Agreements.
At December 31, 2024, we were in compliance with all covenants under the Financing Agreements. The table below
sets forth the financial covenants for the Financing Agreements and our status with respect to these covenants at
December 31, 2024:
Covenant Requirement
Actual
Interest Coverage Ratio
≥
3.00 to 1.00
8.5
Leverage Ratio
≤
40%
18%
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.
Capital Structure
(in thousands)
December 31,
2024
December 31,
2023
Long-term debt (including current portion)
$
1,034,652
$
1,033,728
Cash and cash equivalents
(151,551 )
(230,118 )
Net debt
883,101
803,610
Market capitalization1
3,088,347
3,896,822
Enterprise value
$
3,971,448
$
4,700,432
Net debt to enterprise value
22.2 %
17.1 %
Dividend yield2
4.6 %
3.7 %
Weighted-average cost of debt, after tax3
2.3 %
2.3 %
1. Market capitalization is based on outstanding shares of 78.7 million and 79.4 million times closing share price of $39.25 and $49.10 at
December 31, 2024 and December 31, 2023, respectively.
2. Dividend yield is based on annualized dividends per share of $1.80 divided by share price of $39.25 and $49.10 at December 31, 2024 and
December 31, 2023, respectively.
3. Weighted-average cost of debt excludes deferred debt costs, credit facility fees and amortization related to redesignated forward starting
interest rate swaps and includes estimated annual patronage credits from lenders on term loan debt.
Liquidity and Performance Measures
The discussion below is presented to enhance the reader’s understanding of our operating performance, 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
44
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.
We define EBITDDA as net income 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 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:
Year Ended December 31,
(in thousands)
2024
2023
Net income
$
21,876
$
62,101
Interest expense, net
28,923
24,218
Income taxes
(13,689 )
(216 )
Depreciation, depletion and amortization
111,497
119,518
Basis of real estate sold
86,870
31,392
CatchMark merger-related expenses
—
2,453
Gain on fire damage
—
(39,436 )
Non-operating pension and other postretirement employee benefits
(803 )
914
Loss on disposal of assets
541
557
Other
(3,115 )
(1,267 )
Total Adjusted EBITDDA
$
232,100
$
200,234
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 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:
Year Ended December 31,
(in thousands)
2024
2023
Net cash from operating activities1, 2
$
188,470
$
159,111
Capital expenditures3
(120,996 )
(121,613 )
CAD
$
67,474
$
37,498
Net cash from investing activities4
$
(92,062 ) $
(95,304 )
Net cash from financing activities
$
(182,371 ) $
(171,710 )
1. Net cash from operating activities for the year ended December 31, 2024 includes cash paid for real estate development expenditures of
$8.1 million. Net cash from operating activities for the year ended December 31, 2023 includes cash paid for real estate development
expenditures and cash paid for CatchMark merger-related expenses of $11.5 million and $0.9 million, respectively
2. Net cash from operating activities for the year ended December 31, 2024 excludes $27.6 million and $2.1 million, respectively, of interest
rate swap proceeds classified as investing and financing activities. Net cash from operating activities for the year ended December 31,
2023 excludes $23.8 million and $1.8 million, respectively, of interest rate swap proceeds classified as investing and financing activities.
3. The years ended December 31, 2024 and 2023 includes Waldo, Arkansas sawmill expansion and modernization related payments for capital
expenditures of $37.9 million and $74.2 million, respectively. Additionally, the year ended December 31, 2023 includes payments for capital
expenditures for the rebuild of the Ola, Arkansas sawmill of $0.6 million, and excludes $1.4 million of insurance proceeds for the Ola, Arkansas
property losses. The claim with the insurance carriers was finalized by the end of 2023.
4. Net cash from investing activities includes payments for capital expenditures, which is also included in our reconciliation of CAD.
45
Critical Accounting Policies and Estimates
In preparing our Consolidated Financial Statements in accordance with GAAP and pursuant to the rules and
regulations of the SEC, we make assumptions, judgments and estimates that affect the reported amounts of assets,
liabilities, revenue and expenses, and related disclosures of contingent assets and liabilities. We base our
assumptions, judgments and estimates on current facts, historical experience and various other factors that we
believe to be reasonable under the circumstances, including assumptions as to future events. Actual results could
differ materially from these estimates under different assumptions or conditions. We evaluate our assumptions,
judgments and estimates on a regular basis. We also discuss our critical accounting policies and estimates with the
audit committee of the board of directors. The following critical accounting policies and estimates require some of
management’s most difficult, subjective and complex judgment.
Pension benefits. The measurement of the pension benefit obligation, determination of pension plan net periodic
costs, and the requirements for funding our pension plans are based on actuarial assumptions that require
judgment. The most significant assumption is the discount rate used to value the current cost of future pension
obligations as different assumptions would change the net periodic pension costs and funded status of the benefit
plans.
The discount rate is determined at the measurement date by matching current spot rates of high-quality corporate
bonds with maturities similar to the timing of expected cash outflows for benefits. The selection of discount rates
requires judgment as well as the involvement of actuarial specialists. These specialists assist with selecting yield
curves based on published indices for high-quality corporate bonds and projecting the timing and amount of cash
flows associated with our obligations to ultimately support our determination of an appropriate discount rate for our
pension plans. We use these estimates to calculate plan obligation information as of year-end as well as pension
costs for the following year. Actual experience that differs from our estimates, or any changes in our estimates that
support the actuarial methods and assumptions could have a significant effect on our financial position, results of
operations and cash flows.
Pension expense for 2025 will be based on a 5.75% discount rate. Holding all other assumptions constant, a 25-
basis point decrease in the discount rate would increase the total projected benefit obligation at December 31, 2024
by approximately $6.0 million and have a minimal impact on estimated pension expense for 2025. See Note 15:
Savings Plans, Pension Plans and Other Postretirement Employee Benefits in the Notes to Consolidated Financial
Statements for additional information.
See Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements for
further information on our accounting policies and new accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposure on financial instruments includes interest rate risk on our bank revolving line of credit,
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 interest rate 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 trading purposes. We do not attempt to hedge our exposure to interest rate risk for our cash equivalents.
The interest rates applied to borrowings under our revolving line of credit adjust often and therefore react quickly to
any movement in the general trend of market interest rates. We do not attempt to mitigate the effects of short-term
interest rate fluctuations on our revolving line of credit borrowings through the use of derivative financial instruments.
There were no borrowings under our revolving line of credit at December 31, 2024.
At December 31, 2024, we have interest rate swaps associated with $937 million of term loan debt. We use forward-
starting interest rate swaps to manage interest rate exposure related to the anticipated refinancing of existing term
loan debt. At December 31, 2024, we had one forward-starting interest rate swap designated as a cash flow hedge
with a notional amount of $75 million available to fix the interest rate on future debt refinancing. 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 hedge. See Note 10: Derivative Instruments in the Notes to Consolidated Financial
Statements for additional information.
46
Quantitative Information about Market Risks
The table below provides information about our long-term debt, weighted-average interest rates and associated
interest rate swaps. For debt obligations, the table presents principal cash flows and related weighted-average
interest rates by expected maturity dates. For interest rate swaps, the table presents notional amounts and
weighted-average interest rates by expected (contractual) maturity dates. Notional amounts are used to calculate
the contractual payments to be exchanged under the contract and weighted-average variable rates are based on
implied forward rates in the yield curve. The table excludes our forward-starting interest rate swap.
Expected Maturity Date
(in thousands, except
interest rates)
2025
2026
2027
2028
2029
Thereafter
Total
Fair Value
Variable-rate debt:
Principal due
$
—
$
27,500
$ 138,750
$ 100,000
$ 190,000
$ 480,750
$ 937,000
$
937,000
Average interest
rate
—
6.32 %
5.99 %
6.02 %
5.70 %
6.17 %
6.03 %
Fixed-rate debt:
Principal due
$ 100,000
$
—
$
—
$
—
$
—
$
—
$ 100,000
$
98,608
Average interest
rate
4.05 %
—
—
—
—
—
4.05 %
Interest rate swaps:
Variable to fixed
$
—
$
27,500
$ 138,750
$ 100,000
$ 190,000
$ 480,750
$ 937,000
$
122,821
Average pay rate
—
1.42 %
0.50 %
2.79 %
0.60 %
1.23 %
1.17 %
Average receive
rate
—
4.08 %
3.99 %
3.98 %
3.97 %
3.98 %
3.98 %
47
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
PotlatchDeltic Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of PotlatchDeltic Corporation and subsidiaries
(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations,
comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended
December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company as of
December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-
year period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on
criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission, and our report dated February 13, 2025 expressed an unqualified
opinion on the effectiveness of the Company’s internal control over financial reporting
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is
to express an opinion on these consolidated financial statements based on our audits. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free
of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating
the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our
opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated
financial statements that was communicated or required to be communicated to the audit committee and that: (1)
relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not
alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the
accounts or disclosures to which they relate.
Measurement of the pension benefit obligation
As discussed in Notes 1 and 15 to the consolidated financial statements, the Company’s pension benefit
obligation was $233.0 million as of December 31, 2024. The measurement of the pension benefit obligation
is based on actuarial assumptions that require judgment. The discount rate applied to pension plan obligations
is a critical assumption in the measurement of the pension benefit obligation.
48
We identified the evaluation of the measurement of the pension benefit obligation as a critical audit matter.
Specialized skills and knowledge were required to evaluate the discount rate used to determine the pension
benefit obligation. In addition, there was subjective judgment in applying and evaluating results of the
procedures due to the sensitivity of the pension benefit obligation to changes in the discount rate.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the
design and tested the operating effectiveness of certain internal controls over the Company’s pension benefit
process. This included a control related to the determination of the discount rate assumption. We involved an
actuarial professional with specialized skills and knowledge, who assisted in evaluating the discount rate as
determined using the hypothetical bond portfolio model through analyzing the bond selection criteria, the bond
ratings, and the cash flow matching of the model. We considered the change in the discount rate from that
used in the prior year, including consideration of the changes in the discount rate in light of published indices.
/s/ KPMG LLP
We have served as the Company’s auditor since 1952.
Seattle, Washington
February 13, 2025
49
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Operations
Year Ended December 31,
(in thousands, except per share amount)
2024
2023
2022
Revenues
$
1,062,076
$
1,024,075
$
1,330,780
Costs and expenses:
Cost of goods sold
945,672
899,578
806,822
Selling, general and administrative expenses
83,212
75,730
76,506
CatchMark merger-related expenses
—
2,453
27,325
Environmental charge
—
—
5,550
Gain on fire damage
—
(39,436 )
(34,505 )
1,028,884
938,325
881,698
Operating income
33,192
85,750
449,082
Interest expense, net
(28,923 )
(24,218 )
(27,400 )
Pension settlement charge
—
—
(14,165 )
Non-operating pension and other postretirement employee
benefits
803
(914 )
(8,138 )
Other
3,115
1,267
(67 )
Income before income taxes
8,187
61,885
399,312
Income taxes
13,689
216
(65,412 )
Net income
$
21,876
$
62,101
$
333,900
Net income per share:
Basic
$
0.28
$
0.78
$
4.59
Diluted
$
0.28
$
0.77
$
4.58
Dividends per share
$
1.80
$
1.80
$
2.72
Weighted-average shares outstanding
Basic
79,236
79,985
72,740
Diluted
79,339
80,167
72,922
The accompanying notes are an integral part of these consolidated financial statements.
50
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Comprehensive Income
Year Ended December 31,
(in thousands)
2024
2023
2022
Net income
$
21,876 $
62,101
$
333,900
Other comprehensive income (loss), net of tax:
Pension and other postretirement employee benefits
(9,726 )
9,569
22,875
Cash flow hedges
20,835
(4,189 )
118,015
Other comprehensive income, net of tax
11,109
5,380
140,890
Comprehensive income
$
32,985 $
67,481
$
474,790
The accompanying notes are an integral part of these consolidated financial statements.
51
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Balance Sheets
At December 31,
(in thousands, except per share amounts)
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$ 151,551
$ 230,118
Customer receivables, net
23,358
21,892
Inventories, net
82,926
78,665
Other current assets
41,295
46,258
Total current assets
299,130
376,933
Property, plant and equipment, net
408,913
372,832
Investment in real estate held for development and sale
50,809
56,321
Timber and timberlands, net
2,357,151
2,440,398
Intangible assets, net
13,861
15,640
Other long-term assets
175,579
169,132
Total assets
$ 3,305,443
$ 3,431,256
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$
95,628
$
82,383
Current portion of long-term debt
99,552
175,615
Current portion of pension and other postretirement employee benefits
5,098
4,535
Total current liabilities
200,278
262,533
Long-term debt
935,100
858,113
Pension and other postretirement employee benefits
76,272
67,856
Deferred tax liabilities, net
21,123
36,641
Other long-term obligations
35,000
35,015
Total liabilities
1,267,773
1,260,158
Commitments and contingencies
Stockholders’ equity:
Preferred stock, authorized 4,000 shares, no shares issued
—
—
Common stock, $1 par value, 200,000 shares authorized and 78,684 and 79,365
shares issued and outstanding
78,684
79,365
Additional paid-in capital
2,315,176
2,303,992
Accumulated deficit
(470,331 )
(315,291 )
Accumulated other comprehensive income
114,141
103,032
Total stockholders’ equity
2,037,670
2,171,098
Total liabilities and stockholders' equity
$ 3,305,443
$ 3,431,256
The accompanying notes are an integral part of these consolidated financial statements.
52
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Cash Flows
Year Ended December 31,
(in thousands)
2024
2023
2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income
$
21,876
$
62,101
$
333,900
Adjustments to reconcile net income to net cash from operating
activities:
Depreciation, depletion and amortization
113,098
121,154
98,234
Basis of real estate sold
86,870
31,392
29,921
Change in deferred taxes
(12,776 )
(9,269 )
(5,257 )
Pension and other postretirement employee benefits
4,575
6,446
15,259
Pension settlement charge
—
—
14,165
Equity-based compensation expense
11,010
9,115
18,497
Gain on fire damage
—
(39,436 )
(34,505 )
Amortization related to redesignated forward-starting interest rate
swaps
10,766
10,329
3,050
Interest received under swaps with other-than-insignificant financing
element
(29,673 )
(25,646 )
(3,002 )
Other, net
(1,278 )
(2,447 )
(1,283 )
Change in working capital and operating-related activities, net of
merger
Receivables, net
(1,468 )
921
9,418
Inventories, net
(4,694 )
(10,706 )
4,410
Other assets
6,479
(758 )
(7,629 )
Accounts payable and accrued liabilities
(1,541 )
(12,558 )
97
Other liabilities
199
(3,087 )
3,115
Real estate development expenditures
(8,088 )
(11,504 )
(8,102 )
Funding of pension and other postretirement employee benefits
(8,565 )
(3,336 )
(5,065 )
Proceeds from insurance recoveries
1,680
36,400
26,678
Net cash from operating activities
188,470
159,111
491,901
CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant and equipment additions
(63,891 )
(95,916 )
(56,976 )
Timberlands reforestation and roads
(24,764 )
(23,863 )
(17,718 )
Acquisition of timber and timberlands
(32,341 )
(1,834 )
(110,110 )
Proceeds from property insurance
—
1,356
8,750
Cash acquired in CatchMark merger
—
—
23,571
Interest received under swaps with other-than-insignificant financing
element
27,634
23,757
2,798
Other, net
1,300
1,196
2,165
Net cash from investing activities
(92,062 )
(95,304 )
(147,520 )
CASH FLOWS FROM FINANCING ACTIVITIES
Distribution to common stockholders
(142,350 )
(143,595 )
(208,133 )
Repurchase of common stock
(35,017 )
(25,011 )
(54,549 )
Proceeds from issuance of long-term debt
176,000
40,000
317,500
Repayment of long-term debt
(175,735 )
(40,000 )
(343,000 )
Other, net
(5,269 )
(3,104 )
(7,380 )
Net cash from financing activities
(182,371 )
(171,710 )
(295,562 )
Change in cash, cash equivalents and restricted cash
(85,963 )
(107,903 )
48,819
Cash, cash equivalents and restricted cash at beginning of period
237,688
345,591
296,772
Cash, cash equivalents and restricted cash at end of period
$
151,725
$
237,688
$
345,591
The accompanying notes are an integral part of these consolidated financial statements.
53
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Consolidated Statements of Stockholders’ Equity
Common Stock
Additional Paid-
Accumulated
Accumulated Other
Comprehensive
Total Stockholders'
(in thousands, except per share amounts)
Shares
Amount
in Capital
Deficit
Income (Loss)
Equity
Balance, December 31, 2021
69,064
$
69,064
$
1,781,217
$
(280,910 ) $
(43,238 ) $
1,526,133
Net income
—
—
—
333,900
—
333,900
Equity-based compensation expense
—
—
9,190
—
—
9,190
Shares issued for stock compensation
344
344
(344 )
—
—
—
Repurchase of common stock
(1,199 )
(1,199 )
—
(53,350 )
—
(54,549 )
Common stock issued for CatchMark
merger
11,474
11,474
504,292
—
—
515,766
Pension plans and OPEB obligations,
net of tax
—
—
—
—
22,875
22,875
Cash flow hedges, net of tax
—
—
—
—
118,015
118,015
Common dividends, $2.72 per share
—
—
—
(208,133 )
—
(208,133 )
Other transactions, net
—
—
442
(486 )
—
(44 )
Balance, December 31, 2022
79,683
$
79,683
$
2,294,797
$
(208,979 ) $
97,652
$
2,263,153
Net income
—
—
—
62,101
—
62,101
Equity-based compensation expense
—
—
9,115
—
—
9,115
Shares issued for stock compensation
238
238
(238 )
—
—
—
Repurchase of common stock
(556 )
(556 )
—
(24,455 )
—
(25,011 )
Pension plans and OPEB obligations,
net of tax
—
—
—
—
9,569
9,569
Cash flow hedges, net of tax
—
—
—
—
(4,189 )
(4,189 )
Common dividends, $1.80 per share
—
—
—
(143,595 )
—
(143,595 )
Other transactions, net
—
—
318
(363 )
—
(45 )
Balance, December 31, 2023
79,365
$
79,365
$
2,303,992
$
(315,291 ) $
103,032
$
2,171,098
Net income
—
—
—
21,876
—
21,876
Equity-based compensation expense
—
—
11,010
—
—
11,010
Shares issued for stock compensation
166
166
(166 )
—
—
—
Repurchase of common stock
(847 )
(847 )
—
(34,170 )
—
(35,017 )
Pension plans and OPEB obligations,
net of tax
—
—
—
—
(9,726 )
(9,726 )
Cash flow hedges, net of tax
—
—
—
—
20,835
20,835
Common dividends, $1.80 per share
—
—
—
(142,350 )
—
(142,350 )
Other transactions, net
—
—
340
(396 )
—
(56 )
Balance, December 31, 2024
78,684
$
78,684
$
2,315,176
$
(470,331 ) $
114,141
$
2,037,670
The accompanying notes are an integral part of these consolidated financial statements.
54
INDEX FOR NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Summary of Significant Accounting Policies .............................................................................................
55
Note 2: Segment Information ....................................................................................................................................
62
Note 3: Earnings Per Share ......................................................................................................................................
67
Note 4: Inventories ......................................................................................................................................................
68
Note 5: Property, Plant and Equipment ...................................................................................................................
68
Note 6: Timber and Timberlands ..............................................................................................................................
69
Note 7: Other Assets ..................................................................................................................................................
69
Note 8: Accounts Payable and Accrued Liabilities ................................................................................................
70
Note 9: Debt .................................................................................................................................................................
70
Note 10: Derivative Instruments ...............................................................................................................................
72
Note 11: Fair Value Measurements .........................................................................................................................
72
Note 12: Equity-Based Compensation Plans..........................................................................................................
73
Note 13: Leases ..........................................................................................................................................................
75
Note 14: Income Taxes ..............................................................................................................................................
76
Note 15: Savings Plans, Pension Plans and Other Postretirement Employee Benefits ..................................
78
Note 16: Components of Accumulated Other Comprehensive Income ..............................................................
83
55
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Financial Statements
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
PotlatchDeltic Corporation (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 2.1 million
acres of timberlands and the purchase and sale of timberlands. We are also engaged in the manufacture and sale
of wood products and the development of real estate. Our timberlands, real estate development projects and all of
our Wood Products facilities are located within the continental United States. The primary market for our products
is the United States. We converted to a REIT effective January 1, 2006.
CONSOLIDATION
The Consolidated Financial Statements include the accounts of PotlatchDeltic Corporation and its subsidiaries after
the elimination of intercompany transactions and accounts.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America, which we refer to in this report as GAAP, requires management to make estimates and
judgments affecting the amounts reported in the financial statements and the accompanying notes. The actual
results that we experience may differ materially from our estimates.
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash equivalents are investments that are highly liquid with original maturities of three months or less when
purchased. The following provides a reconciliation of cash, cash equivalents, and restricted cash at December 31:
(in thousands)
2024
2023
2022
Cash and cash equivalents
$
151,551
$
230,118
$
343,809
Restricted cash included in other current and long-term assets1
174
7,570
1,782
Total cash, cash equivalents, and restricted cash
$
151,725
$
237,688
$
345,591
1. Amounts included in restricted cash represent proceeds held by a qualified intermediary that were or are intended to be reinvested in
timberlands. At December 31, 2024, 2023, and 2022, $0, $2.8 million and $0, respectively, was classified as Other current assets.
The following presents supplemental disclosures to the Consolidated Statements of Cash Flows:
Year Ended December 31,
(in thousands)
2024
2023
2022
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued property, plant and equipment additions
$
10,809
$
1,505
$
569
Accrued timberlands reforestation and roads
$
1,728
$
1,667
$
1,142
Equity issued as consideration in the CatchMark merger
$
—
$
—
$
508,314
Long-term debt and other liabilities assumed with CatchMark merger
$
—
$
—
$
323,102
CASH FLOW INFORMATION
Cash paid (received) during the year for:
Interest, net of amounts capitalized1
$
18,722
$
12,691
$
26,254
Income taxes, net
$
(5,667 ) $
18,428
$
70,000
1. Cash paid for interest is net of proceeds from interest rate swaps and interest income. Net cash received for interest income totaled $7.4
million, $13.6 million, and $3.9 million for the years ended December 31, 2024, 2023 ,and 2022, respectively.
BUSINESS COMBINATIONS AND ACQUISITIONS
We apply the principles provided in the Financial Accounting Standards Board (FASB) Accounting Standards
Codification (ASC) 805, Business Combinations, to determine whether an acquisition involves an asset or a
business. In determining whether an acquisition should be accounted for as a business combination or asset
acquisition, we first determine whether substantially all of the fair value of the gross assets acquired is concentrated
in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset
or the group of similar assets is accounted for as an asset acquisition. If this is not the case, we then further evaluate
whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an
56
input and a substantive process that together significantly contribute to the ability to create outputs. If so, the
transaction is accounted for as a business combination.
We account for business combinations using the acquisition method of accounting which requires that (i) identifiable
assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and
recognized at estimated fair value as of the acquisition date and (ii) the excess of the purchase price over the net
estimated fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not
amortized for accounting purposes but is subject to testing for impairment at least annually. We measure and
recognize asset acquisitions that are not deemed to be business combinations based on the cost to acquire the
assets. Goodwill is not recognized in an asset acquisition with any consideration in excess of net assets acquired
allocated to acquired assets on a relative estimated fair value basis. Transaction costs are expensed in a business
combination and transaction costs directly attributable to an asset acquisition are considered a component of the
cost of the asset acquisition.
On September 14, 2022, CatchMark and CatchMark Timber Operating Partnership, L.P. (the Partnership) merged
into a wholly-owned subsidiary (Merger Sub) of PotlatchDeltic, pursuant to the terms of a merger agreement dated
May 29, 2022, with the Merger Sub surviving the mergers. As a result of the merger, we issued approximately 11.5
million shares of PotlatchDeltic common stock, including (i) 11.3 million shares in exchange for the outstanding
shares of CatchMark common stock, which included unvested CatchMark share-based awards that fully vested
upon closing of the merger and (ii) 0.2 million shares in exchange for the Partnership OP Units. We accounted for
the transaction as an asset acquisition as substantially all the value of the acquisition was concentrated in the
acquired timber and timberlands. We allocated the cost of the acquisition to the net assets acquired based on their
relative estimated fair value on the acquisition date with the assistance of a third-party specialist. This resulted in
an allocation of $782.3 million to timber and timberlands, $3.0 million to intangible assets, $32.0 million to other
assets and $23.6 million for cash acquired in the merger. Additionally, we assumed $323.1 million of liabilities,
including $300.0 million of outstanding long-term debt. We capitalized transaction costs of $9.3 million for items
such as investment banking fees, legal services, and other professional fees directly attributable to the merger.
During the years ended December 31, 2024, 2023, and 2022, we incurred non-capitalizable merger costs in
connection with the CatchMark merger of approximately $0, $2.5 million, and $27.3 million, respectively. These
costs are included in CatchMark merger-related expenses in our Consolidated Statements of Operations.
REVENUE RECOGNITION
We recognize revenue in accordance with ASC 606, Revenue from Contracts with Customers (ASC 606). For our
Timberlands segment, we generate revenue predominantly in the form of delivered logs, pay-as-cut stumpage
contracts, lump sum stumpage contracts and timber deeds. For our Wood Products segment we generate revenue
from the sale of manufactured wood products and residual by-products. For our Real Estate segment, we generate
revenue from the sale of rural real property deemed non-strategic or identified as having higher and better use
alternatives and real estate development and subdivision activity.
Sales outside of the United States are inconsequential and no single customer represented more than 10% of our
consolidated revenues during 2024, 2023 or 2022. See Note 2: Segment Information for information on our
revenues by major products.
Performance Obligations
A performance obligation, as defined in ASC 606, is a promise in a contract to transfer a distinct good or service to
a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as
revenue at the point in time, or over the period in which the performance obligation is satisfied.
Performance obligations associated with delivered logs sales are typically recognized at the point the logs are
delivered and scaled at our customers’ mills. Revenue is recognized on timber deeds and lump sum stumpage
contracts generally upon closing or when the contracts are effective, which is the point at which the buyer assumes
risk of loss associated with the standing timber. We enter into pay-as-cut contracts with customers that provide the
customer with the right of access to harvest timber on a specified area of our land. At the execution of the
agreement, the customer typically does not take title, control or risk of ownership to the timber. Revenue for pay-
as-cut contracts is recognized once scaling occurs as that is the point when control of the harvested trees has
transferred to the customer and we have a right to payment.
57
Performance obligations associated with the sale of wood products are typically satisfied when the products are
shipped (FOB shipping point) or upon delivery to our customer (FOB destination) depending on the terms of the
customer contract. Shipping and handling costs for all wood products, log hauling costs and residual sales are
accounted for as cost of goods sold in our Consolidated Statements of Operations. We also enter into vendor
managed inventory (VMI) programs with certain customers whereby inventory is shipped to a VMI warehouse. For
products shipped under VMI arrangements, revenue is recognized and billed when control transfers to the customer
and we have no further obligations, which is generally once the customer pulls the inventory from the VMI
warehouse. Performance obligations associated with real estate sales are generally satisfied at a point in time when
all conditions of closing have been met and title transfers to the buyer.
We record deferred revenue for hunting and other access rights on our timberlands, payments received for
shipments where control of goods have not transferred, member related activities at an owned country club and
certain post-close obligations for real estate sales. These contract liabilities are recognized over the term of the
contracts, which is typically twelve months or less, except for initiation fees which are recognized over the average
life of club membership. See Note: 8 Accounts Payable and Accrued Liabilities for additional information.
ASC 606 requires entities to consider significant financing components of contracts with customers, though allows
for the use of a practical expedient when the period between satisfaction of a performance obligation and payment
receipt is one year or less. Given the nature of our revenue transactions, we have elected to utilize this practical
expedient.
Contract Estimates
There are no significant contract estimates as substantially all of our performance obligations are satisfied as of a
point in time. The transaction price for log sales includes amounts billed for logging and hauling and generally
equals the amount billed to our customer for logs delivered during the accounting period. For the limited number of
log sales subject to a long-term supply agreement, the transaction price is variable but is known at the time of billing.
For wood products sales, the transaction price is typically the amount billed to the customer for the products shipped
but may be reduced slightly for estimated cash discounts and rebates. In general, a customer receivable is recorded
as we deliver wood products, logs and residuals. We generally receive payment shortly after products have been
received by our customers. For real estate sales, we typically receive the entire consideration in cash at closing. At
December 31, 2024 and 2023, the allowance for credit losses associated with our customer receivables was
insignificant.
INVENTORIES
For most of our Wood Products operations, we use the last-in, first-out (LIFO) method to value log, lumber and
plywood inventory as we believe the LIFO method more fairly presents the results of operations by more closely
matching current costs with current revenue. Inventories valued under LIFO are stated at the lower of cost or market.
All segment inventories are reported using the average cost method. The LIFO reserve and intersegment
eliminations are recorded at the corporate level.
Inventories not valued under LIFO are recorded at the lower of average cost or net realizable value. Expenses
associated with idle capacity or abnormally low production are reflected in cost of goods sold in the periods incurred.
See Note 4: Inventories for additional information.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are valued at cost less accumulated depreciation. Depreciation of buildings,
equipment and other depreciable assets is determined using the straight-line method of depreciation.
Major improvements and replacements of property are capitalized. Maintenance, repairs and minor improvements
and replacements are expensed. Upon retirement or other disposition of property, applicable cost and accumulated
depreciation are removed from the accounts. Any gains or losses are included in operating income. See Note 5:
Property, Plant and Equipment for additional information.
RECOVERY OF LONG-LIVED ASSETS
Our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. We evaluate recoverability of an asset group by comparing
its carrying value to the future net undiscounted cash flows that we expect will be generated by the asset group. If
the comparison indicates that the carrying value of an asset group is not recoverable, we recognize an impairment
loss for the excess of carrying value over the estimated fair value. When we recognize an impairment loss for assets
to be held and used, we depreciate the adjusted carrying amount of those assets over their estimated remaining
useful life. We also perform a test for recoverability when management has committed to a plan to sell or otherwise
dispose of an asset group. Assets to be disposed of are reported at the lower of carrying amount or fair value less
58
cost to sell. There were no events or changes in circumstances that indicated the carrying amounts of our other
long-lived held and used assets were not recoverable during the years ended December 31, 2024, 2023 or 2022.
TIMBER AND TIMBERLANDS
Timber and timberlands are valued at cost less accumulated depletion and depreciation. We capitalize costs related
to stand establishment, which include the preparation of the land for planting, seeds or seedlings and tree planting
costs, which include third-party labor costs, materials and other contract services. Upon completion of planting
activities and field inspection to confirm the planting operation was successful, a plantation is considered
“established.”
Subsequent expenditures to maintain the integrity or enhance the growth of an established plantation or stand are
expensed. Post-establishment expenses include vegetation control, fertilization, thinning operations and the
replanting of seedlings lost through mortality. Forest management costs are considered current operating expenses
and include property taxes and insurance, silviculture costs incurred subsequent to stand establishment, cruising
of timber volume, property maintenance, salaries, supplies, travel, record-keeping, fire protection and other normal
recurring administrative personnel costs.
The components of timberland acquisitions are capitalized and allocated based on the relative estimated fair values
of timberland, merchantable timber, pre-production timber (young growth that is not yet merchantable timber),
logging roads and other land improvements.
The estimated volume of current standing merchantable timber, which is a component of calculating our depletion
rates, is updated at least annually to reflect increases due to the reclassification of pre-production timber to
merchantable timber when it meets defined diameter specifications, the annual growth of merchantable timber and
the acquisition of additional merchantable timber, decreases due to timber harvests and land sales and changes
resulting from other factors, such as disease or casualty losses. Timber volumes are estimated from cruises of the
timber tracts, which are completed on our timberlands on approximately a five-to-ten year cycle.
Depletion represents the amount charged to expense as timber is harvested. Rates at which timber is depleted are
calculated annually for each of our depletion pools by dividing the beginning of year balance of the merchantable
timber accounts by the volume of standing merchantable timber, after estimated timber volume updates.
The base cost of logging roads, such as clearing, grading and ditching, is not depreciated and remains a capitalized
item until disposition. Other portions of the initial logging road cost, such as bridges, culverts and gravel surfacing
are depreciated over their useful lives, which range from 5 to 20 years. Costs associated with temporary logging
road spurs, which are typically used for one harvest season, are expensed as incurred. See Note 6: Timber and
Timberlands for additional information.
INTANGIBLE ASSETS
We have both indefinite-lived and long-lived intangible assets. Long-lived intangible assets include customer
relationships and certain trade names we estimate have a finite life and are being amortized between 3 and 20
years depending on the type of intangible asset, and are evaluated for impairment under our Recovery of Long-
Lived Assets policy described above. There were no new intangible assets recorded during the year ended
December 31, 2024. During the year ended December 31, 2022, we recorded a $3.0 million intangible asset for
customer relationships acquired in the CatchMark merger. At both December 31, 2024 and 2023, the gross carrying
amount of our long-lived intangible assets was $11.4 million, and accumulated amortization was $7.7 million and
$6.0 million, respectively. Amortization expense for the customer relationships and trade names totaled $1.8 million
in both 2024 and 2023, and $1.1 million in 2022.
Estimated annual amortization expense for each of the next five years is as follows:
(in thousands)
2025
2026
2027
2028
2029
Estimated amortization expense1
$
1,488
$
780
$
780
$
159
$
50
1. These amounts could vary if acquisitions of additional intangible assets occur in the future.
Our indefinite-lived intangible assets consist of trade names and were $10.2 million at December 31, 2024 and
2023 and are not amortized. Rather, they are tested for potential impairments annually as of October 1, or during
the year if an event or other circumstance indicates that we may not be able to recover the carrying amount of the
assets. We did not impair any intangible assets during the years ended December 31, 2024, 2023 or 2022.
59
COMPANY OWNED LIFE INSURANCE
We are the beneficiary of insurance policies on the lives of certain past officers and employees. We have recognized
the amount that could be realized upon surrender of the insurance policies in other assets in our Consolidated
Balance Sheets. Company owned life insurance expense and interest income are included in selling, general and
administrative expenses and interest expense, net, respectively, in the Consolidated Statements of Operations. The
net effect of these amounts on income was not significant for the years ended December 31, 2024, 2023 and 2022.
Cash receipts and disbursements are recorded as investing activities within Other, net in the Consolidated
Statements of Cash Flows.
DERIVATIVE INSTRUMENTS
We use, from time to time, certain derivative instruments to mitigate exposure to volatility in interest rates and
effectively convert a portion of floating rate debt to a fixed rate basis, thus reducing the impact of interest rate
changes on future interest expense and cash flows. All derivatives, whether designated as a hedging relationship
or not, are recorded in the Consolidated Balance Sheets at fair value. The accounting for changes in fair value of a
derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship
and the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging
instruments, we must designate the hedging instrument as a fair value hedge or cash flow hedge based on the
exposure being hedged. At December 31, 2024 and 2023, we did not hold any derivatives designated or qualifying
as fair value hedges.
For a cash flow hedge, the fair value of the effective portion of the derivative is recognized as an asset or liability
with a corresponding amount in Accumulated other comprehensive income on our Consolidated Balance Sheets.
Amounts recorded in Accumulated other comprehensive income are recognized in earnings when the underlying
hedged transaction affects earnings. Ineffectiveness is measured by comparing the present value of the cumulative
change in the expected future cash flows of the derivative and the present value of the cumulative change in the
expected future cash flows of the related instrument. Any ineffective portion of a cash flow hedge is recognized in
earnings immediately.
If a hedge ceases to qualify for hedge accounting, the contract will continue to be carried on the balance sheet at
fair value until settled and adjustments to the contract’s fair value would be recognized in earnings. If a forecasted
transaction were no longer probable of occurring, amounts previously deferred in Accumulated other
comprehensive income would be recognized immediately in earnings. For derivative instruments not designated as
hedges, the change in fair value of the derivative is recognized in earnings each reporting period.
Cash flows associated with all derivative instruments are reported as cash flows from operating activities in the
Consolidated Statements of Cash Flows, unless the derivative contains an other-than-insignificant financing
element at the inception date, in which case the derivative instrument's cash flows are reported as either cash flows
from investing or financing activities depending on the derivative's off-market nature at inception.
We have International Swap Dealers Association (ISDA) Master Agreements with each counterparty that permits
the net settlement of amounts owed under the respective contracts. The ISDA Master Agreement is an industry
standardized contract that governs all derivative contracts entered into between the company and the respective
counterparty. Under these master netting agreements, net settlement generally permits the company or the
counterparty to determine the net amount payable or receivable for contracts due on the same date for similar types
of derivative transactions. We have not elected to offset the fair value positions of the derivative contracts recorded
in the Consolidated Balance Sheets. See Note 10: Derivative Instruments for additional information.
FAIR VALUE MEASUREMENTS
We use a fair value hierarchy in accounting for certain nonfinancial assets and liabilities including long-lived assets
(asset groups) measured at fair value for an impairment assessment and pension plan assets measured at fair
value.
The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are
either observable or unobservable. Observable inputs reflect assumptions market participants would use in pricing
an asset or liability based on market data obtained from independent sources while unobservable inputs reflect a
reporting entity’s pricing based upon its own market assumptions.
The fair value hierarchy consists of the following three levels:
•
Level 1: Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities
in active markets.
•
Level 2: Inputs are quoted prices in non-active markets for which pricing inputs are observable either directly
or indirectly at the reporting date.
60
•
Level 3: Inputs are derived from valuation techniques in which one or more significant inputs or value drivers
are observed.
Additionally, investments in common and collective trust funds are generally valued based on their respective net
asset value (or its equivalent) as a practical expedient to estimate fair value due to the absence of a readily
determinable fair value. Such investments are not classified within the fair value hierarchy and are separately
disclosed.
See Note 11: Fair Value Measurements for additional information.
EQUITY-BASED COMPENSATION
Equity-based awards are measured at estimated fair value on the dates they are granted or modified. These
measurements establish the cost of the equity-based awards for accounting purposes. Equity-based compensation
expense is recognized over the awards’ applicable vesting period using the straight-line method. We account for
forfeitures as they occur. Equity based compensation is classified in the Consolidated Statements of Operations
based on the function to which the related services are provided. See Note 12: Equity-Based Compensation Plans
for additional information.
LEASES
We lease certain equipment, office space and land. Right-of-use (ROU) 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. Operating and finance lease ROU assets and liabilities are recognized at the lease commencement
date based on the present value of lease payments over the lease term. As most of our leases do not provide an
implicit rate, we use our incremental borrowing rate in determining the present value of lease payments.
Most leases include one or more options to renew, with renewal terms that can extend the lease term between one
to five years. The exercise of lease renewal options is at our sole discretion. Under the operating lease model, lease
expense is recognized on a straight-line basis over the lease term. Under the finance lease model, lease expense
consists of the amortization of the ROU asset on a straight-line basis over the asset’s estimated useful life and
interest expense calculated using the effective interest method. Leases with an initial term of 12 months or less are
not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the
lease term.
The depreciable life of assets and leasehold improvements are limited by the expected lease term unless there is
a transfer of title or purchase option reasonably certain of exercise. Certain of our rental payments are adjusted
periodically for inflation. Our lease agreements do not contain any material residual value guarantees or material
restrictive covenants and we do not have any significant sublease income. See Note 13: Leases for additional
information.
INCOME TAXES
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and
liabilities are recognized for the estimated future tax consequences attributable to differences between the financial
statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards
and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using rates
expected to apply to taxable income in the years in which the temporary differences are expected to be recovered
or settled. We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in the
Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income in the period that
includes the enactment date of the rate change. We record a valuation allowance to reduce the carrying amounts
of deferred tax assets if it is more likely than not that such deferred tax assets will not be realized.
We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will
be sustained on examination by the taxing authorities. The determination is based on the technical merits of the
position and presumes that each uncertain tax position will be examined by the relevant taxing authority that has
full knowledge of all relevant information. See Note 14: Income Taxes for additional information.
61
PENSION AND OTHER POSTRETIREMENT BENEFITS
We recognize any overfunded or underfunded status of our defined benefit pension and other postretirement plans
on our Consolidated Balance Sheets and recognize changes in the funded status through comprehensive income
(loss) in the year in which the changes occur. The funded status and the requirements for funding our pension plans
are based on a number of actuarial assumptions that require judgment. The determination of net periodic pension
and postretirement benefit costs includes:
•
costs of benefits provided in exchange for employees’ services rendered;
•
interest cost of the obligation;
•
expected long-term return on plan assets for funded plans;
•
amortization of prior service costs and plan amendments over the average remaining service period of the
active employee group covered by the plan; and
•
amortization of cumulative unrecognized net actuarial gains and losses – generally in excess of 10 percent
of the greater of the benefit obligation or market-related value of plan assets at the beginning of the year –
over the average remaining service period of the active employee group covered by the plan.
Different assumptions would change the net periodic pension and postretirement benefit costs and the obligation
of the benefit plans. See Note 15: Savings Plans, Pension Plans and Other Postretirement Employee Benefits for
additional information.
COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS
We accrue estimates for resolution of any legal and other contingencies when losses are probable and estimable,
in accordance with ASC 450, Contingencies. Liabilities for loss contingencies arising from claims, assessments,
litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred
and the amount of the assessment can be reasonably estimated. At any given time, we are subject to claims and
actions incidental to the operations of our business. Based on information currently available, management believes
the company is not a party to any legal proceeding that could have a materially adverse effect on our consolidated
financial position, operating results, or net cash flow.
Environmental Matter
Pursuant to a 2002 Asset Purchase Agreement under which Sappi Cloquet LLC (Sappi) purchased our Cloquet,
Minnesota pulp and paper mill (the Plant), we agreed to indemnify Sappi from certain environmental liabilities
accruing from the pre-sale operations of the Plant. In February 2021, we were notified by Sappi that the
Environmental Protection Agency (EPA) contacted Sappi about the opportunity to participate with the Minnesota
Pollution Control Agency (MPCA) and the EPA in a voluntary federal sediment remediation program under the Great
Lakes Legacy Act (GLLA) for a project in the St. Louis River Area of Concern, which runs from Cloquet, Minnesota
to Lake Superior. The EPA’s invitation to Sappi made no demands on or claims against Sappi, nor have the EPA
or the MPCA made any demands or claims against PotlatchDeltic.
The identified sediment remediation project (the Project) at Thomson Reservoir is downstream from the Plant. The
Plant was identified for potential partnership with the EPA and the MPCA on the Project based on the Plant's historic
direct discharges of wastewater and leachate from the Plant's landfill into the St. Louis River prior to the re-routing
of the discharge in 1979 to a public wastewater facility. After multiple discussions with the MPCA and completion
of our extensive due diligence on this matter, we informed the MPCA in January 2023 that we were interested in
voluntarily participating in the Project, subject to an equitable division with the MPCA for our share of the costs and
accrued $5.6 million at December 31, 2022 for our estimated contribution to the Project. We executed a Project
agreement with the EPA and the MPCA in October 2023 and estimated our share of the total Project costs between
$5.6 million and $6.7 million.
In accordance with the Project agreement, we made a $3.4 million payment in November 2023, for our initial share
of the Project costs. No payments were made during the year ended December 31, 2024 or 2022. At December 31,
2024 and 2023, approximately $2.2 million was accrued for our estimated remaining contribution to the Project, all
of which is included in accounts payable and accrued liabilities in our Consolidated Balance Sheets. While it is
reasonably possible that costs may change as the Project develops and work contracts are executed, we are unable
to estimate at this time the amount of change, if any, which may be required for our share of this matter in the future.
62
NEW ACCOUNTING PRONOUNCEMENTS
Recently Adopted Accounting Standards
In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU)
2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07
provides updates to qualitative and quantitative reportable segment disclosure requirements, including enhanced
disclosures about significant segment expense categories that are regularly reported to the chief operating decision
maker and included in each reported measure of a segment’s profit or loss and increased interim disclosure
requirements, among others. The adoption of this ASU on January 1, 2024, including the required retrospective
application for all periods presented in the financial statements, is reflected in our annual financial statements for
the year ended December 31, 2024, and will be reflected in our interim financial statements beginning in 2025. All
required disclosures under the standard will be provided within this Annual Report on Form 10-K as well as within
Quarterly Reports on Form 10-Q for each subsequent interim reporting period. However, there was no impact to
the consolidated financial statements upon adoption. Refer to Note 2: Segment Information for our expanded
segment disclosures.
Recent Accounting Standards Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures. ASU 2023-09 provides qualitative and quantitative updates to the rate reconciliation and income taxes
paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including
consistent categories and greater disaggregation of information in the rate reconciliation including disaggregation
by jurisdiction of income taxes paid. The ASU is effective for fiscal years beginning after December 15, 2024. The
amendments may be applied prospectively or retrospectively, and early adoption is permitted. Management is
evaluating this ASU and does not expect it will have an impact on the company’s consolidated financial condition,
results of operations, or cash flows, as the guidance pertains to disclosure only.
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
is intended to improve disclosures about a public business entity’s expenses by requiring 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
evaluating this ASU and does not expect it will have an impact on the company’s consolidated financial condition,
results of operations, or cash flows, as the guidance pertains to disclosure only.
RECLASSIFICATIONS
Certain prior period reclassifications were made to conform with the current period presentation. These
reclassifications had no effect on reported net income, net income 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 three reportable segments: Timberlands, Wood Products and Real Estate, all of
which are strategic business units that offer different products and services. The segments are managed separately
because each business provides different products and utilizes different marketing strategies. Management
activities in the Timberlands segment include planting and harvesting trees and building and maintaining roads. The
Timberlands segment also generates revenues from non-timber resources such as hunting leases, recreation
permits and leases, mineral rights contracts, oil and gas royalties and carbon sequestration. The Wood Products
segment manufactures and sells lumber and plywood. The Real Estate segment includes the sale of land holdings
deemed non-strategic or identified as having higher and better use alternatives, a master planned community
development and a country club.
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 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.
63
The following table represents our revenues by major product:
Year Ended December 31,
(in thousands)
2024
2023
2022
Timberlands
Northern region
Sawlogs
$
159,001
$
174,498
$
286,970
Pulpwood
831
1,247
2,038
Other
1,451
1,445
1,131
Total Northern revenues
161,283
177,190
290,139
Southern region
Sawlogs
127,630
121,940
106,582
Pulpwood
65,462
68,104
60,363
Stumpage
20,538
27,206
13,903
Other
17,256
16,637
14,603
Total Southern revenues
230,886
233,887
195,451
Total Timberlands revenues
392,169
411,077
485,590
Wood Products
Lumber
470,937
498,308
744,139
Residuals and Panels
130,987
137,364
168,473
Total Wood Products revenues
601,924
635,672
912,612
Real Estate
Rural real estate
132,090
54,542
48,039
Development real estate
25,854
20,582
33,561
Other
12,685
12,864
9,891
Total Real Estate revenues
170,629
87,988
91,491
Total segment revenues
1,164,722
1,134,737
1,489,693
Intersegment Timberlands revenues1
(102,646 )
(110,656 )
(158,913 )
Other intersegment revenues
—
(6 )
—
Total consolidated revenues
$
1,062,076
$
1,024,075
$
1,330,780
1.
Intersegment revenues represent logs sold by our Timberlands segment to our Wood Products segment.
64
The company's chief operating decision maker (CODM) is the chief executive officer. The CODM uses segment
information to, including but not limited to, assess performance, allocate capital and personnel, budget and forecast,
and determine compensation of certain employees. 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 before interest expense, 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 including a
reconciliation of Segment operating income (loss) as the closest measurement to GAAP for the reportable
segments, Segment Adjusted EBITDDA and Total Adjusted EBITDDA to consolidated income before income taxes.
Corporate information is included to reconcile segment data to the Consolidated Financial Statements.
Year Ended December 31, 2024
(in thousands)
Timberlands
Wood
Products
Real Estate
Total
Revenues from external customers
$ 289,523
$ 601,924
$ 170,629
$ 1,062,076
Intersegment Timberlands revenues1
102,646
—
—
102,646
392,169
601,924
170,629 1,164,722
Cost of goods sold2
Fiber costs2
—
289,456
—
289,456
Freight, logging and hauling2
206,727
75,978
—
282,705
Manufacturing costs2,3
—
232,910
—
232,910
Inventory change2
—
(3,189 )
—
(3,189 )
Depreciation, depletion and amortization2
66,445
42,155
462
109,062
Basis in real estate sold2
—
—
86,878
86,878
Other4
36,628
913
16,033
53,574
309,800
638,223
103,373 1,051,396
Segment selling, general and administrative expenses5
11,395
14,489
7,654
33,538
Segment operating income (loss)
70,974
(50,788 )
59,602
79,788
Depreciation, depletion and amortization6
67,755
42,585
549
110,889
Basis in real estate sold
—
—
86,878
86,878
Net gain (loss) on disposal of assets
—
549
(8 )
541
Segment Adjusted EBITDDA
$ 138,729 $
(7,654 ) $ 147,021 $ 278,096
Corporate Adjusted EBITDDA7
(49,065 )
Eliminations and adjustments8
3,069
Total Adjusted EBITDDA
232,100
Interest expense, net
(28,923 )
Depreciation, depletion and amortization9
(111,497 )
Basis in real estate sold
(86,870 )
Non-operating pension and other postretirement
employee benefits
803
Loss on disposal of assets
(541 )
Other
3,115
Income before income taxes
$
8,187
The footnotes below the table for the year ended December 31, 2022 are also applicable to the above table.
65
Year Ended December 31, 2023
(in thousands)
Timberlands
Wood
Products
Real Estate
Total
Revenues from external customers
$ 300,421
$ 635,672
$
87,982
$ 1,024,075
Intersegment Timberlands revenues1
110,656
—
—
110,656
Other intersegment revenues
—
—
6
6
411,077
635,672
87,988 1,134,737
Cost of goods sold2
Fiber costs2
—
299,511
—
299,511
Freight, logging and hauling2
213,054
78,520
—
291,574
Manufacturing costs2,3
—
220,645
—
220,645
Inventory change2
—
2,992
—
2,992
Depreciation, depletion and amortization2
73,346
43,071
440
116,857
Basis in real estate sold2
—
—
31,431
31,431
Other4
38,267
909
14,147
53,323
324,667
645,648
46,018 1,016,333
Segment selling, general and administrative expenses5
10,104
13,574
6,162
29,840
Segment operating income (loss)
76,306
(23,550 )
35,808
88,564
Depreciation, depletion and amortization6
75,009
43,506
526
119,041
Basis in real estate sold
—
—
31,431
31,431
Net gain on disposal of assets
6
531
10
547
Segment Adjusted EBITDDA
$ 151,321 $
20,487 $
67,775 $ 239,583
Corporate Adjusted EBITDDA7
(45,406 )
Eliminations and adjustments8
6,057
Total Adjusted EBITDDA
200,234
Interest expense, net
(24,218 )
Depreciation, depletion and amortization9
(119,518 )
Basis in real estate sold
(31,392 )
CatchMark merger-related expenses
(2,453 )
Gain on fire damage
39,436
Non-operating pension and other postretirement
employee benefits
(914 )
Loss on disposal of assets
(557 )
Other
1,267
Income before income taxes
$
61,885
The footnotes below the table for the year ended December 31, 2022 are also applicable to the above table.
66
Year Ended December 31, 2022
(in thousands)
Timberlands
Wood
Products
Real Estate
Total
Revenues from external customers
$ 326,677
$ 912,612
$
91,491
$ 1,330,780
Intersegment revenues1
158,913
—
—
158,913
485,590
912,612
91,491 1,489,693
Cost of goods sold2
Fiber costs2
—
322,487
—
322,487
Freight, logging and hauling2
193,095
75,554
—
268,649
Manufacturing costs2,3
—
214,338
—
214,338
Inventory change2
—
(3,606 )
—
(3,606 )
Depreciation, depletion and amortization2
58,367
35,518
609
94,494
Basis in real estate sold2
—
—
29,932
29,932
Other4
35,421
404
13,500
49,325
286,883
644,695
44,041
975,619
Segment selling, general and administrative expenses5
8,869
12,963
4,819
26,651
Segment operating income
189,838
254,954
42,631
487,423
Depreciation, depletion and amortization6
59,532
35,953
695
96,180
Basis in real estate sold
—
—
29,932
29,932
Net gain on disposal of assets
3
—
—
3
Segment Adjusted EBITDDA
$ 249,373 $ 290,907 $
73,258 $ 613,538
Corporate Adjusted EBITDDA7
(49,314 )
Eliminations and adjustments8
9,931
Total Adjusted EBITDDA
574,155
Interest expense, net
(27,400 )
Depreciation, depletion and amortization9
(96,700 )
Basis in real estate sold
(29,921 )
Pension settlement charge
(14,165 )
CatchMark merger-related expenses
(27,325 )
Gain on fire damage
34,505
Environmental charge
(5,550 )
Non-operating pension and other postretirement
employee benefits
(8,138 )
Loss on disposal of assets
(82 )
Other
(67 )
Income before income taxes
$ 399,312
1.
Intersegment revenues represent logs sold by our Timberlands segment to our Wood Products segment.
2.
Significant expenses categories align with the segment-level information that is regularly provided to the CODM.
Intersegment expenses are included with the amounts shown.
3.
Manufacturing costs include, but are not limited to, wages, benefits, repairs, maintenance, supplies, heat/power, electricity and other
utilities, depreciation and amortization, and membership dues.
4.
Includes, but is not limited to, the following:
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.
5.
Segment selling, general and administrative expenses includes depreciation and amortization.
6.
Includes depreciation and amortization classified as selling, general and administrative expenses.
7.
Corporate Adjusted EBITDDA includes costs specifically not allocated to the segments including, but not limited to, certain corporate
department direct expenses and employee wages and benefits. Corporate Adjusted EBITDDA is regularly provided to the CODM.
8.
Includes elimination of intersegment profit in ending Wood Products inventory for logs purchased from our Timberlands segment and LIFO
adjustments.
9.
Excludes amortization of bond discounts and deferred loan fees which are reported within interest expense, net on the Consolidated
Statements of Operations.
67
The following table summarizes additional reportable segment financial information:
Year Ended December 31,
(in thousands)
2024
2023
2022
Depreciation, depletion and amortization:
Timberlands
$
67,755
$
75,009
$
59,532
Wood Products
42,585
43,506
35,953
Real Estate
549
526
695
Corporate
608
477
520
111,497
119,518
96,700
Bond discount and deferred loan fees1
1,601
1,636
1,534
Total depreciation, depletion and amortization
$
113,098
$
121,154
$
98,234
Basis of real estate sold:
Real Estate
$
86,878
$
31,431
$
29,932
Elimination and adjustments
(8 )
(39 )
(11 )
Total basis of real estate sold
$
86,870
$
31,392
$
29,921
Assets:
Timberlands2
$
2,396,642
$
2,476,147
$
2,545,608
Wood Products
537,665
498,782
441,196
Real Estate3
67,527
74,242
71,949
3,001,834
3,049,171
3,058,753
Corporate
303,609
382,085
491,802
Total consolidated assets
$
3,305,443
$
3,431,256
$
3,550,555
Capital Expenditures:4
Timberlands
$
24,795
$
23,922
$
17,752
Wood Products
61,054
94,688
55,913
Real Estate5
9,546
12,187
8,757
95,395
130,797
82,422
Corporate
1,348
486
374
Total capital expenditures
$
96,743
$
131,283
$
82,796
1.
Included within interest expense, net in the Consolidated Statements of Operations.
2.
We do not report rural real estate separately from Timberlands as we do not report these assets separately to management.
3.
Real Estate assets primarily consist of the master planned community development and a country club.
4.
Does not include the acquisition of timber and timberlands, all of which were acquired by our Timberlands segment.
5.
Real Estate capital expenditures include development expenditures of $8.1 million, $11.5 million, and $8.1 million for the years ended
December 31, 2024, 2023, and 2022, respectively.
NOTE 3. EARNINGS PER SHARE
The following table reconciles the number of shares used in calculating basic and diluted earnings per share for the
year ended December 31:
(in thousands)
2024
2023
2022
Basic weighted-average shares outstanding
79,236
79,985
72,740
Incremental shares due to:
Performance shares
40
134
149
Restricted stock units
63
48
33
Diluted weighted-average shares outstanding
79,339
80,167
72,922
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 awards were exercised 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.
At December 31, 2024, 2023, and 2022, there were approximately 109,900, 17,900, and 119,000 stock-based
awards, respectively, which were excluded from the calculation of earnings per share because they were anti-
dilutive. Anti-dilutive stock-based awards could be dilutive in future periods.
SHARE REPURCHASE PROGRAM
On August 30, 2018, our board of directors authorized management to repurchase up to $100.0 million of common
stock with no time limit set for the repurchase (the 2018 Repurchase Program). During the year ended December
68
31, 2022, we repurchased 103,010 shares of our common stock at a total consideration of $4.5 million under the
2018 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). Concurrently, the board
of directors terminated the remaining repurchase authorization under the 2018 Repurchase Program.
Shares under the 2022 Repurchase Program may be repurchased in open market transactions, through privately
negotiated transactions, and as in all reported years, pursuant to a trading plan adopted from time to time in
accordance with Rule 10b5-1 of the Securities and Exchange Act of 1934 (Trading Plan). The timing, manner, price
and amount of repurchases will be determined according to the terms of a Trading Plan, and, subject to the terms
of a Trading Plan, the 2022 Repurchase Program may be suspended, terminated or modified at any time for any
reason. During the years ended December 31, 2024, 2023, and 2022, we repurchased 846,845, 556,115, and
1,096,283 shares of our common stock, respectively, for $35.0 million, $25.0 million, and $50.0 million, respectively,
under the 2022 Repurchase Program. At December 31, 2024, we had remaining authorization of $90.0 million for
future stock repurchases under the 2022 Repurchase Program. Transaction costs are not counted against
authorized funds.
We record share purchases upon trade date, as opposed to the settlement date. We retire shares upon repurchase.
Any excess repurchase price over par is recorded in accumulated deficit. There were no unsettled repurchases at
December 31, 2024 and 2023.
DIVIDENDS
Generally, a REIT must distribute its taxable income each year and may retain only 20% of its value in its TRS,
including cash. We paid a special cash dividend of $0.95 per share, or $75.7 million in aggregate, on December 30,
2022 as a result of strong financial results in the first half of 2022. No special cash dividends were paid during the
year ended December 31, 2024 or 2023.
On February 7, 2025, the board of directors approved a quarterly cash dividend of $0.45 per share payable on
March 31, 2025, to stockholders of record as of March 7, 2025.
NOTE 4. INVENTORIES
Inventories consist of the following at December 31:
(in thousands)
2024
2023
Logs
$
31,786
$
39,011
Lumber, plywood and veneer
37,689
34,621
Materials and supplies
29,284
23,713
98,759
97,345
Less: LIFO reserve
(15,833 )
(18,680 )
Total inventories
$
82,926
$
78,665
Logs, lumber, plywood and veneer inventories valued on the LIFO basis represented approximately 64% and 69%
of total inventory at December 31, 2024 and 2023, respectively. If the LIFO inventory method had not been used,
inventory balances would be higher by $15.8 million and $18.7 million at December 31, 2024 and 2023, respectively.
NOTE 5. PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment consist of the following at December 31:
(in thousands)
Range of useful lives
2024
2023
Land
$
7,220
$
7,171
Buildings and improvements
10-40 years
159,134
141,373
Machinery and equipment
2-25 years
529,277
435,540
Construction in progress
15,072
97,830
710,703
681,914
Less: accumulated depreciation
(301,790 )
(309,082 )
Total property, plant and equipment, net
$
408,913
$
372,832
Depreciation expense for property and equipment, including assets under finance leases, was $43.5 million, $44.6
million and $37.6 million in 2024, 2023, and 2022, respectively. In 2022, we began a project to expand and
modernize our Waldo, Arkansas sawmill. The construction phase of the expansion and modernization project was
completed during the third quarter of 2024. We capitalized $131.0 million on the project, of which $44.6 million,
69
$74.2 million, and $12.2 million was capitalized in 2024, 2023, and 2022, respectively. Additionally, we accelerated
the useful life of certain property, plant and equipment identified to be replaced as part of the sawmill expansion
resulting in $8.2 million, $11.9 million, and $7.0 million of additional depreciation expense during the years ended
December 31, 2024, 2023, and 2022, respectively.
OLA, ARKANSAS SAWMILL FIRE
On June 13, 2021, a fire occurred at our Ola, Arkansas sawmill. There were no injuries or environmental issues
from the fire. The damage was principally limited to the large log primary breakdown area of the mill. The new
equipment has been installed and the large log line restarted in September 2022. We had adequate property
damage and business interruption insurance, subject to a $2.0 million deductible. Insurance recoveries are recorded
when deemed probable and reasonably estimable. In September 2023, we finalized our claim with the insurance
carriers resulting in $89.4 million of total insurance recoveries, net of a $2.0 million deductible, for both the property
damage and business interruption claims. During the year ended December 31, 2024, 2023, and 2022, we received
$1.7 million, $36.4 million, and $26.2 million, respectively, for business interruption recoveries and $0, $1.4 million,
and $8.8 million, respectively, for property damage recoveries for the Ola, Arkansas sawmill in the Consolidated
Statements of Cash Flows.
During the years ended December 31, 2024, 2023, and 2022, we recorded $0, $39.4, million, and $34.1 million,
respectively, as gain on fire damage at the Ola, Arkansas sawmill in the Consolidated Statements of Operations.
The gain on fire damage was net of disposal costs and fixed asset write-offs at the Ola, Arkansas sawmill of $0
during the year ended December 31, 2024 and 2023 and $0.9 million during the year ended December 31, 2022.
NOTE 6. TIMBER AND TIMBERLANDS
Timber and Timberlands consist of the following at December 31:
(in thousands)
2024
2023
Timber and timberlands
$
2,263,991
$
2,347,300
Logging roads
93,160
93,098
Total timber and timberlands, net
$
2,357,151
$
2,440,398
Depletion from company-owned lands was $62.2 million, $69.0 million, and $54.0 million in 2024, 2023, and 2022,
respectively. Amortization of road costs, such as bridges, culverts and gravel surfacing, totaled $3.5 million, $3.6
million and $3.5 million in 2024, 2023, and 2022, respectively.
In January 2024, we acquired approximately 16,000 acres of timberlands in Arkansas for approximately $31.4
million. We funded the acquisition with cash on hand. Additionally, on June 17, 2024, we completed the sale of
34,100 acres of four-year average age Southern timberlands to Forest Investment Associates for $56.7 million.
Future payments due under timber cutting contracts at December 31, 2024 were $14.9 million.
NOTE 7. OTHER ASSETS
Other Current Assets consist of the following at December 31:
(in thousands)
2024
2023
Real estate held for sale
$
24,847
$
21,490
Prepaid expenses
8,598
7,447
Income taxes receivables
2,832
7,575
Other
5,018
9,746
Total other current assets
$
41,295
$
46,258
Other Long-Term Assets consist of the following at December 31:
(in thousands)
2024
2023
Interest rate swaps
$
138,354
$
129,125
Operating leases
10,167
10,169
Mineral rights
4,848
5,352
Investment in company owned life insurance (COLI), net
6,026
5,220
Other
16,184
19,266
Total other long-term assets
$
175,579
$
169,132
70
NOTE 8. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts Payable and Accrued Liabilities consist of the following at December 31:
(in thousands)
2024
2023
Accrued payroll and benefits
$
25,249
$
24,473
Accounts payable
16,991
12,521
Deferred revenue
12,234
10,455
Accrued interest
6,826
8,344
Accrued taxes
5,212
5,712
Other current liabilities
29,116
20,878
Total accounts payable and accrued liabilities
$
95,628
$
82,383
NOTE 9. DEBT
Long-term Debt consists of the following at December 31:
(in thousands)
2024
2023
Variable-rate term loans1
$
937,000
$
761,000
Fixed-rate term loans2
100,000
210,000
Revenue bonds3
—
65,735
Long-term principal
1,037,000
1,036,735
Debt issuance costs
(1,917 )
(1,926 )
Unamortized discounts
(431 )
(1,081 )
Total long-term debt
1,034,652
1,033,728
Less: current portion of long-term debt
(99,552 )
(175,615 )
Long-term debt
$
935,100
$
858,113
1. Variable-rate term loans are at rates of one-month SOFR plus a spread between 1.61% and 2.30%, or daily simple SOFR plus a spread
between 2.20% and 2.30%. The variable-rate term loans mature between 2026 and 2034. As of December 31, 2024, the one-month SOFR
rate was 4.55% and the daily simple SOFR rate was 4.64%. We have entered into interest rate swaps to fix the interest rate on these
variable-rate term loans. See Note 10: Derivative Instruments for additional information.
2. At December 31, 2024, we have one fixed-rate term loan at a rate of 4.05% which matures in August 2025. See discussion below regarding
a $110.0 million fixed rate term loan that was refinanced upon maturity on November 1, 2024.
3. The revenue bonds had a fixed rate of 2.75% and were repaid upon maturity in October 2024.
TERM LOANS
At December 31, 2024, approximately $1.0 billion was outstanding under our Second Amended and Restated Term
Loan Agreement (Amended Term Loan Agreement) with our primary lender.
On November 1, 2024, we entered into a tenth amendment to the Amended Term Loan Agreement, which provided
for a new 8-year term loan of $38.0 million maturing on November 1, 2032, a new 9-year term loan of $38.0 million
maturing on November 1, 2033, and a new 10-year term loan of $100.0 million maturing on November 1, 2034
(collectively, the New Term Loans). The proceeds of the New Term Loans were used to refinance a $110.0 million
term loan under the Amended Term Loan agreement that matured on November 1, 2024, and to replenish cash
used to repay a $65.7 million revenue bond that matured in October 2024.
The New Term Loans bear interest at a rate equal to daily simple SOFR plus an applicable margin ranging between
2.20% and 2.30% per annum depending on their respective maturity date. The New Term Loans provide for a cost-
of-capital reset at year five whereby the applicable margin may be reset at the sole discretion of the lender. In
connection with the New Term Loans, we terminated $125.0 million of our forward-starting interest rate swaps and
transferred the value realized from their termination into three new daily simple SOFR-indexed interest rate swaps
to fix the interest rates associated with the New Term Loans between 4.02% and 4.28%, before patronage credits
from lenders, depending on the maturity date of the associated term loan.
In December 2023, through a ninth amendment to the Amended Term Loan Agreement, we refinanced an existing
term loan of $40.0 million that matured with a new term loan that matures in December 2033. The new term loan
carries a variable interest rate of one-month SOFR plus 2.30%. In conjunction with the new term loan, we terminated
a $50.0 million forward-starting interest rate swap and transferred the value realized from its termination into a new
$40.0 million interest rate swap to fix the rate at 3.35% before patronage credits from lenders.
See Note 10: Derivative Instruments for additional information on our derivative instruments.
71
DEBT ISSUANCE COSTS AND UNAMORTIZED DISCOUNTS
Debt issuance costs represent the capitalized direct costs incurred related to the issuance of debt. These costs are
amortized to interest expense over the terms of the respective borrowings.
Unamortized discounts include a $4.9 million fair value adjustment to a $100.0 million term loan assumed in the
Deltic merger. The unamortized balance of the fair value adjustment at December 31, 2024 was $0.4 million and
will be amortized through the term loan’s maturity in 2025.
DEBT MATURITIES
Scheduled principal payments due on long-term debt at December 31, 2024 are as follows:
(in thousands)
2025
$
100,000
2026
27,500
2027
138,750
2028
100,000
2029
190,000
Thereafter
480,750
Total
$
1,037,000
CREDIT AGREEMENT
On May 18, 2023, we entered into a first amendment to the Third Amended and Restated Credit Agreement
(Amended Credit Agreement). The Amended Credit Agreement provides for loans based on SOFR instead of the
London Inter-Bank Offered Rate (LIBOR), provides us the option to borrow based on a daily SOFR or term SOFR
basis, and provides mechanics relating to the transition from the use of SOFR to a replacement benchmark rate
upon the occurrence of certain transition events.
The Amended Credit Agreement provides for a $300.0 million revolving line of credit that matures February 14,
2027. As provided in the Amended Credit Agreement, the borrowing capacity may be increased up to an additional
$500.0 million. The Amended Credit Agreement also includes a sublimit of $75.0 million for the issuance of standby
letters of credit and a sublimit of $25.0 million for swing line loans. Usage under either or both sub facilities reduces
availability under the revolving line of credit. 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.
Pricing on the Amended Credit Agreement is set according to the type of borrowing. SOFR borrowings under the
Amended Credit Agreement are issued at a rate equal to the Adjusted Daily Simple SOFR rate (as defined in the
Amended Credit Agreement) plus an applicable rate. Base Rate borrowings are issued at a rate equal to a Base
Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus one half of one
percent, (b) the Adjusted Term SOFR for a one-month tenor in effect on such day, plus 1%, and (c) the rate of
interest in effect for such day as publicly announced from time to time by KeyBank as its "prime rate." The interest
rates we pay for borrowings under either type of loan include an additional Applicable Rate, which can range from
0.85% to 1.10% for SOFR loans and actual rate for Base Rate loans can range from 0% to 0.10% depending on
our credit rating. Additionally, the Amended Credit Agreement provides mechanics relating to the transition from the
use of SOFR to a replacement benchmark rate upon the occurrence of certain transition events or elections made
by the parties. As of December 31, 2024, we were able to borrow under the revolving line of credit with an additional
Applicable Rate of 1.025% for SOFR loans and 0.025% for Base Rate loans. We also pay an annual facility fee of
0.175% on the $300.0 million on our revolving line of credit. At December 31, 2024, there were no borrowings under
the revolving line of credit and approximately $0.6 million of the revolving line of credit was utilized by outstanding
letters of credit.
FINANCIAL COVENANTS
The Amended Term Loan Agreement and the Amended Credit Agreement (collectively referred to as the
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 Agreements also contain financial maintenance covenants including the maintenance
of a minimum interest coverage ratio and a maximum leverage ratio. We are permitted to pay dividends to our
stockholders under the terms of the Agreements so long as we expect to remain in compliance with the financial
maintenance covenants. We were in compliance with all debt and credit agreement covenants at December 31,
2024.
72
NOTE 10. 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 December 31, 2024, we had interest rate swaps associated with $761.0 million of SOFR-indexed term loan debt
whereby the cash flow hedges convert variable rates ranging from one-month SOFR plus a spread between 1.61%
to 2.30%, to fixed rates ranging from 2.14% to 4.83% before patronage credits from lenders. Additionally, at
December 31, 2024, we had $176.0 million of interest rate swaps associated with SOFR-indexed term loan debt
whereby the cash flow hedges convert variable rates ranging from daily simple SOFR-indexed plus a spread of
2.20% to 2.30%, to fixed rates ranging from 4.02% to 4.28% before patronage credits from lenders. At December
31, 2024, we have a $75.0 million forward-starting interest rate swap designated as a cash flow hedge for expected
future debt refinancing that requires settlement on the stated maturity date. See Note 9: Debt for additional
information.
The gross fair values of our cash flow derivative instruments at December 31, 2024 and 2023 were $138.4 million
and $129.1 million, respectively, all of which were classified in Other assets, non-current on our Consolidated
Balance Sheets. Derivative instruments that mature within one year, as a whole, are classified as current.
The following table details the effect of derivatives on our Consolidated Statements of Operations:
Year Ended December 31,
(in thousands)
Location
2024
2023
2022
Derivatives designated in cash flow hedging relationships:
Interest rate contracts
Income recognized in other comprehensive income, net of tax
$
42,685
$
14,716
$
116,890
Amounts reclassified from accumulated other comprehensive
income to income, net of tax1
Interest expense,
Net
$
(21,850 ) $
(18,905 ) $
1,125
Interest expense, net
$
28,923
$
24,218
$
27,400
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 related to certain terminated hedges and
adjustments to interest expense resulting from amortization of inception value of certain off-market designated hedges. For the years ended
December 31, 2024, 2023, and 2022, we amortized approximately $10.8 million, $10.3 million, and $3.1 million, respectively, of the off-market
designated hedges which is included within operating activities in the Consolidated Statements of Cash Flows. Net cash received or paid is
included within Interest expense, net in the Consolidated Statements of Operations.
At December 31, 2024, the amount of net gains expected to be reclassified into earnings in the next 12 months is
approximately $16.3 million. However, this expected amount to be reclassified into earnings is subject to volatility
as the ultimate amount recognized in earnings is based on the SOFR rate at the time of net swap cash payments.
NOTE 11. FAIR VALUE MEASUREMENTS
Carrying amounts and estimated fair values of our financial instruments as of December 31 are as follows:
2024
2023
(in thousands)
Carrying
Amount
Fair
Value
Carrying
Amount
Fair
Value
Derivative assets related to interest rate swaps (Level 2)
$
138,354
$
138,354
$
129,125
$
129,125
Long-term debt, including current portion (Level 2):
Term loans
$ (1,036,569 ) $ (1,035,608 ) $
(969,919 ) $
(965,718 )
Revenue bonds
—
—
(65,735 )
(64,786 )
Total long-term debt1
$ (1,036,569 ) $ (1,035,608 ) $ (1,035,654 ) $ (1,030,504 )
Company owned life insurance (Level 3)
$
6,026
$
6,026
$
5,220
$
5,220
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.
73
We believe that our other financial instruments, including cash and cash equivalents, restricted cash, receivables
and payables have net carrying value that approximates their fair value with only insignificant differences. This is
primarily due to the short-term nature of these instruments.
NOTE 12. EQUITY-BASED COMPENSATION PLANS
We issue new shares of common stock to settle performance stock awards (PSAs), restricted stock units (RSUs)
and deferred compensation stock equivalent units. At December 31, 2024, approximately 1.5 million shares were
available for future use under our long-term incentive plans.
The following table details our compensation expense and the related income tax benefit for company specific
equity awards for the year ended December 31:
(in thousands)
2024
2023
2022
Employee equity-based compensation expense:
Performance stock awards
$
6,010
$
5,101
$
5,887
Restricted stock units
4,802
3,818
3,107
Deferred compensation stock equivalent units expense
198
196
196
Total equity-based compensation expense
$
11,010
$
9,115
$
9,190
Total tax benefit recognized for share-based payment awards
$
656
$
549
$
457
Additionally, during the year ended December 31, 2022, we recognized $9.3 million in stock-based compensation
expense for the accelerated vesting of CatchMark equity awards related to the CatchMark merger which is included
in CatchMark merger-related expenses on the Consolidated Statements of Operations. See Note 1: Summary of
Significant Accounting Policies for additional information.
PERFORMANCE STOCK AWARDS
During 2024, 2023 and 2022, officers and certain other employees of the company were granted performance share
awards (PSAs). PSAs granted under the stock incentive plans have a three-year performance period and shares
are issued at the end of the period to the extent that performance measures are met. Performance share awards
are earned based on the company's total shareholder return (TSR) over a three-year performance period relative
to the median TSR of performance peer group (weighted 50%) and the company's TSR percentile ranking relative
to all companies within the NAREIT All Equity REITs Index (of which we are a member) (weighted 50%) over such
performance period. TSR is calculated based on stock price appreciation plus cash and share distributions. The
number of shares actually issued, as a percentage of the amount subject to the PSA, could range from 0% to 200%.
PSAs granted under our stock incentive plans do not have voting rights unless and until shares are issued upon
settlement. If shares are issued at the end of the three-year performance measurement period, the recipients will
receive dividend equivalents in the form of additional shares at the time of payment equal to the dividends that
would have been paid on the shares earned had the recipients owned the shares during the three-year period.
Therefore, the shares are not considered participating securities.
Since the awards contain a market condition, the effect of the market condition is reflected in the grant-date fair
value, which is estimated using a Monte Carlo simulation. This method is used to estimate the stock prices of
PotlatchDeltic and the selected peer companies at the end of the three-year performance period. The Monte Carlo
simulation uses inputs such as stock prices and expected volatility of PotlatchDeltic and the peer groups of
companies as of the award date. Multiple simulations are generated, resulting in share prices and total shareholder
return values for PotlatchDeltic and the peer groups of companies. For each simulation, the total shareholder return
of PotlatchDeltic is ranked against that of the peer groups of companies. The future value of the performance share
unit is calculated based on a multiplier for the median outperformance and percentile ranking and then discounted
to present value. The discount rate is the risk-free rate as of the award date for a term consistent with the
performance period. Awards are also credited with dividend equivalents at the end of the performance period, and
as a result, award values are not adjusted for dividends.
74
The following table presents the key inputs used in calculating the fair value of the PSAs and the resulting fair
values:
Year Ended December 31,
2024
2023
2022
Stock price as of valuation date
$
44.67
$
47.55
$
55.02
Risk-free rate
4.20 %
4.14 %
1.79 %
Expected volatility
27.71 %
36.24 %
45.69 %
Expected dividend yield1
—
—
—
Expected term (years)
3.00
3.00
3.00
Fair value of a performance share
$
52.92
$
61.21
$
76.18
1. Full dividend reinvestment assumed.
The following table summarizes outstanding PSAs as of December 31 and the changes during each year:
2024
2023
2022
(in thousands, except per share amounts)
Shares
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Nonvested shares outstanding at January 1
179,606 $
68.15
174,900
$
73.14
202,447
$
55.16
Granted
130,536 $
52.92
106,342
$
61.21
92,490
$
76.18
Vested
(81,421 ) $
76.15
(73,459 ) $
69.72
(119,066 ) $
45.04
Forfeited
(10,850 ) $
60.23
(28,177 ) $
68.81
(971 ) $
60.42
Nonvested shares outstanding at December 31
217,871 $
56.42
179,606
$
68.15
174,900
$
73.14
Total grant date fair value of PSA awards
vested during the year
$
6,200
$
5,122
$
5,363
Total fair value of PSA awards
vested during the year
$
2,514
$
3,694
$
6,735
As of December 31, 2024, there was $6.5 million of unrecognized compensation cost related to nonvested PSAs,
which is expected to be recognized over a weighted-average period of 1.6 years.
RESTRICTED STOCK UNITS
During 2024, 2023 and 2022, directors, officers, and certain other employees of the company were granted RSU
awards that will vest from one to three years. RSU awards are credited with dividend equivalents for any dividends
paid on the company's common stock during the vesting period. Recipients will receive dividend equivalents in the
form of additional shares of common stock at the date the vested RSUs are settled. Any forfeited RSUs will not
receive dividends. Therefore, the shares are not considered participating securities.
The following table summarizes outstanding RSU awards as of December 31 and the changes during each year:
2024
2023
2022
(in thousands, except per share amounts)
Shares
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Shares
Weighted
Average
Grant Date
Fair Value
Nonvested shares outstanding at January 1
180,368
$
48.94
110,123
$
52.94
132,899
$
47.19
Granted
138,126
$
44.03
127,579
$
47.01
59,549
$
53.61
Vested
(74,150 ) $
50.36
(44,607 ) $
52.79
(81,002 ) $
43.92
Forfeited
(8,608 ) $
46.69
(12,727 ) $
50.76
(1,323 ) $
58.48
Nonvested shares outstanding at December 31
235,736
$
45.75
180,368
$
48.94
110,123
$
52.94
Total grant date fair value of RSU awards
vested during the year
$
3,734
$
2,355
$
3,557
Total fair value of RSU awards
vested during the year
$
3,066
$
2,150
$
3,634
As of December 31, 2024, there was $5.5 million of total unrecognized compensation cost related to nonvested
RSU awards, which is expected to be recognized over a weighted-average period of 1.4 years.
75
DEFERRED COMPENSATION STOCK EQUIVALENT UNITS
A long-term incentive award was granted annually to our directors through December 2017. The awards are payable
on or after a director's separation from service (subject to the terms of the director's deferral election). Directors
may also elect to defer their annual cash retainers and awards of RSUs, payable in the form of stock. Additionally,
issuance of RSUs awarded to certain officers and employees may also be deferred at the election of the officers or
employees, as applicable. All stock unit equivalent accounts are credited with dividend equivalents. At December
31, 2024, vested deferred shares that will be distributed in the future to directors or officers and employees as
common stock were 229,439 and 4,290, respectively.
NOTE 13. LEASES
See Note 1: Summary of Significant Accounting Policies for details on our lease accounting policies.
BALANCE SHEET CLASSIFICATION
The following tables provide supplemental balance sheet information related to our leases as of December 31:
(in thousands)
Classification
2024
2023
Assets
Operating lease assets
Other long-term assets
$
10,167
$
10,169
Finance lease assets1
Property, plant and equipment, net
12,266
11,281
Total lease assets
$
22,433
$
21,450
Liabilities
Current
Operating lease liabilities
Accounts payable and accrued liabilities
$
3,027
$
2,575
Finance lease liabilities
Accounts payable and accrued liabilities
5,257
4,525
Noncurrent
Operating lease liabilities
Other long-term obligations
7,030
7,590
Finance lease liabilities
Other long-term obligations
6,959
6,699
Total lease liabilities
$
22,273
$
21,389
1. Finance lease assets are presented net of accumulated amortization of $12.6 million and $9.6 million as of December 31, 2024 and 2023,
respectively.
2024
2023
Weighted-average remaining terms (years)
Operating leases
4.23
4.97
Finance leases
2.77
2.92
Weighted-average discount rate
Operating leases
5.31 %
5.05 %
Finance leases
5.17 %
4.34 %
LEASE COSTS
The following table summarizes the components of our lease expense for the year ended December 31:
(in thousands)
2024
2023
2022
Operating lease costs1
$
3,485
$
3,257
$
3,525
Finance lease costs:
Amortization of leased assets
5,528
4,951
4,277
Interest on lease assets
584
458
340
Net lease costs
$
9,597
$
8,666
$
8,142
1. Excludes short-term leases and variable lease costs, which are immaterial.
Operating lease costs and amortization of finance lease assets are included within costs of goods sold and selling,
general and administrative expenses, respectively, and interest on lease assets is included in interest expense, net
on our Consolidated Statements of Operations.
76
OTHER LEASE INFORMATION
The following table presents supplemental cash flow information related to leases for the year ended December 31:
(in thousands)
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
3,623
$
3,257
$
3,591
Operating cash flows for finance leases
$
584
$
458
$
340
Financing cash flows for finance leases
$
5,538
$
4,801
$
4,421
Lease assets exchanged for new lease liabilities:
Operating leases
$
3,013
$
3,765
$
3,932
Finance leases
$
6,541
$
3,458
$
6,819
MATURITY OF LEASE LIABILITIES
At December 31, 2024, the future minimum lease payment obligations under noncancelable leases were as follows:
(in thousands)
Operating Leases
Finance Leases
2025
$
3,486
$
5,761
2026
3,266
4,323
2027
2,071
2,019
2028
1,419
698
2029
284
283
Thereafter
663
39
Total lease payments
11,189
13,123
Less: interest
1,132
907
Present value of lease liabilities
$
10,057
$
12,216
NOTE 14. INCOME TAXES
As a REIT, we generally are not subject to federal and state corporate income taxes on income from investments
in real estate that we distribute to our shareholders. We conduct certain activities through our PotlatchDeltic TRS
which are subject to corporate level federal and state income taxes. These activities are principally comprised of
our wood products manufacturing operations and certain real estate investments. Therefore, income tax expense
or benefit is primarily due to income or loss of the PotlatchDeltic TRS, as well as permanent book versus tax
differences and discrete items.
We were also subject to corporate taxes on built-in gains (the excess of fair market value over tax basis on the
merger date) on sales of former Deltic real property held by the REIT during the five years following the Deltic
merger (until February 2023). The sale of standing timber is not subject to built-in gains tax.
Income taxes consist of the following for the year ended December 31:
(in thousands)
2024
2023
2022
Current
$
(913 ) $
9,053
$
70,669
Deferred
(12,776 )
(9,501 )
(5,302 )
Net operating loss carryforwards
—
232
45
Income taxes
$
(13,689 ) $
(216 ) $
65,412
77
Income taxes differ from the amount computed by applying the statutory federal income tax rate of 21% to income
before income taxes due to the following for the year ended December 31:
(in thousands, except effective tax rate)
2024
2023
2022
U.S. federal statutory income tax
$
1,719
$ 12,996
$
83,855
REIT income not subject to federal income tax
(13,253 )
(9,766 )
(27,085 )
Federal unrecognized tax benefit change
(1,146 )
(1,638 )
—
State income taxes, net of federal tax benefit
(1,127 )
(862 )
9,478
Other items, net1
118
(946 )
(836 )
Income taxes
$ (13,689 )
$
(216 )
$
65,412
Effective tax rate
(167.2 %)
(0.3 %)
16.4 %
1. Includes $1.0 million of deferred tax rate changes for the year ended December 31, 2023.
The tax effects of significant temporary differences creating deferred tax assets and liabilities at December 31 were:
(in thousands)
2024
2023
Deferred tax assets:
Pension and other postretirement employee benefits
$
20,342
$
18,098
Inventories
754
892
Nondeductible accruals
1,921
1,663
Incentive compensation
1,946
1,444
Employee benefits
1,450
1,451
Net operating loss carryforwards
25,012
—
Other
944
790
Total deferred tax assets
52,369
24,338
Deferred tax liabilities:
Timber and timberlands, net
(1,820 )
(1,827 )
Property, plant and equipment, net
(66,724 )
(51,704 )
Intangible assets, net
(3,223 )
(3,590 )
Real estate development
(230 )
(982 )
Other
(1,495 )
(2,876 )
Total deferred tax liabilities
(73,492 )
(60,979 )
Deferred tax liabilities, net
$
(21,123 ) $
(36,641 )
We believe it is more likely than not that we will have sufficient future taxable income to realize our deferred tax
assets. Net operating loss (NOL) carryforwards consist of the following at December 31:
(amounts in thousands)
2024
2023
Expiration
Federal NOL carryforwards - Post TCJA1
$
104,938
$
—
None
Federal NOL carryforwards - Pre TCJA2
$
12,307
$
12,307
2035 - 2037
State NOL carryforwards3
$
65,709
$
4,283
Various
1. The Tax Cuts and Jobs Act ("TCJA") was signed into law on December 22, 2017. The TCJA lifted the 20-year Federal NOL carryforward
period but utilization of the carryforwards may be subject to a limitation of 80% of taxable income.
2. These net operating loss carryforwards were acquired in the CatchMark merger have been reduced for Section 382 limitations under the
Internal Revenue Code and are netted against corresponding uncertain tax position liabilities.
3. The state NOL carryforwards total is made up of several jurisdictions that expire over various times. A portion of the state NOLs were
acquired in the CatchMark merger have been reduced for Section 382 limitations under the Internal Revenue Code, and are netted against
corresponding uncertain tax position liabilities. No state NOL is set to expire before December 31, 2032.
In conjunction with the CatchMark merger, we recorded uncertain tax position liabilities plus any applicable accrued
interest, related to the treatment of certain intercompany transactions between CatchMark's REIT and its taxable
REIT subsidiary. These liabilities are included in Other long-term obligations and Deferred tax liabilities, net in our
Consolidated Balance Sheets. At December 31, 2024 and 2023, we had $6.3 million and $7.8 million, respectively,
of unrecognized tax benefits, most of which, if recognized, would affect the annual effective tax rate.
78
The following is a reconciliation of the beginning and ending unrecognized tax benefits for the year ended December
31:
(in thousands)
2024
2023
Balance at January 1
$
7,786 $
8,306
Additions for tax positions related to the current year
—
249
Additions for tax positions of prior years
13
1,545
Reduction for tax positions of prior years
(13 )
(334 )
Lapse of statutes of limitations
(1,460 )
(1,980 )
Balance at December 31
$
6,326 $
7,786
During the year ended December 31, 2024 and 2023, we reduced our uncertain tax positions due to the lapse of
the statute of limitations by $1.5 million and $2.0 million, respectively. We are not aware of any tax positions for
which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next
twelve months.
We reflect accrued interest related to tax obligations, as well as penalties, in our provision for income taxes. For the
years ended December 31, 2024, 2023 and 2022, we recognized insignificant amounts related to interest and
penalties in our tax provision. At December 31, 2024, and 2023, we had insignificant amounts of accrued interest
related to tax obligations and tax positions taken on our tax returns, and no accrued interest receivable with respect
to open tax refunds.
The following table summarizes the tax years subject to examination by major taxing jurisdictions:
Jurisdiction
Years
Federal
2021 - 2024
Arkansas
2021 - 2024
Idaho
2021 - 2024
Illinois
2020 - 2024
Michigan
2020 - 2024
Minnesota
2020 - 2024
Georgia
2021 - 2024
NOTE 15. SAVINGS PLANS, PENSION PLANS AND OTHER POSTRETIREMENT EMPLOYEE
BENEFITS
SAVINGS PLANS
Substantially all of our employees are eligible to participate in 401(k) savings plans sponsored by the company. In
2024, 2023, and 2022, we made employer matching 401(k) contributions on behalf of our employees of $4.6 million,
$4.3 million, and $4.2 million, respectively.
Certain eligible employees who earn awards under our annual incentive plan are permitted to defer receipt of those
awards. These employees may defer up to 90% of their award pursuant to rules established under our Management
Deferred Compensation Plan. Eligible employees may also defer up to 50% of their base salary under the
Management Deferred Compensation Plan. At the employee's election, deferrals may be deemed invested in a
directed investment account with certain deemed investments available under the 401(k) savings plans or a
combination of these investment vehicles.
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
On January 1, 2011, we closed the legacy Potlatch pension plans to any new salaried and hourly non-represented
employees hired after that date. Upon our merger with Deltic in 2018, we assumed one qualified pension plan, one
nonqualified pension plan and one other postretirement benefit (OPEB) plan. The acquired plans have been frozen
to new participants since 2014. Effective December 31, 2021, the Potlatch Salaried Retirement Plan (Salaried Plan)
was amended and restated merging the company's three other qualified pension plans into the Salaried Plan,
creating one qualified pension plan renamed the PotlatchDeltic Retirement Plan. There were no impacts to vesting
provisions or benefits to the participants of the former qualified defined benefit pension plans as a result of the
merger into the Salaried Plan.
79
In March 2022, we transferred $75.6 million of our qualified pension plan (the Plan) assets to an insurance company
for the purchase of a group annuity contract. As a result of the transaction, the insurance company assumed
responsibility for annuity administration and benefit payments to select retirees and terminated vested participants,
with no change to participants' pension benefits. We recorded a non-cash pretax settlement charge of $14.2 million
as a result of accelerating the recognition of actuarial losses included in Accumulated other comprehensive income
that would have been recognized in future periods. The settlement triggered a remeasurement of the Plan's assets
and liabilities. We updated the discount rate used to measure our projected benefit obligation for the Plan as of
March 31, 2022, and to calculate the related net periodic benefit cost for the remainder of 2022 to 3.95% from
3.00%. All other pension assumptions remained unchanged.
Certain legacy Potlatch and Deltic retirees under age 65 are offered a PPO medical plan with prescription drug
coverage. Certain legacy Deltic retirees over age 65 are offered a PPO medical plan with no prescription drug
coverage. This plan is considered a secondary plan to Medicare. For legacy Potlatch retirees age 65 or over, the
medical plan is divided into two components, with the company continuing to self-insure prescription drugs and
providing a fully-insured medical supplemental plan through AARP/United Healthcare. The health care plans require
the retiree to contribute amounts in excess of the company subsidy in order to continue coverage.
We use a December 31 measurement date for our benefit plans and obligations. We recognize the underfunded
status of our defined benefit pension plans and OPEB plan obligations on our Consolidated Balance Sheets. We
recognize changes in the funded status in the year in which changes occur in Accumulated other comprehensive
income and amortize actuarial gains and losses in the Consolidated Statements of Operations as net periodic cost
(benefit).
Changes in benefit obligation, plan assets and funded status for our pension and OPEB plans were as follows for
the year ended December 31:
Pension Plans
OPEB
(in thousands)
2024
2023
2024
2023
Benefit obligation at beginning of year
$ (233,202 ) $ (232,198 ) $
(17,064 ) $
(22,370 )
Service cost
(5,285 )
(5,422 )
(93 )
(110 )
Interest cost
(12,492 )
(12,551 )
(877 )
(1,175 )
Actuarial (loss) gain
(450 )
86
(3,140 )
5,717
Benefits paid
18,382
16,883
2,129
874
Benefit obligation at end of year
$ (233,047 ) $ (233,202 ) $
(19,045 ) $
(17,064 )
Fair value of plan assets at beginning of year
$ 177,875
$ 172,246
$
—
$
—
Actual return on plan assets
4,793
20,050
—
—
Employer contributions and benefit payments
6,436
2,462
2,129
874
Benefits paid
(18,382 )
(16,883 )
(2,129 )
(874 )
Fair value of plan assets at end of year
$ 170,722
$ 177,875
$
—
$
—
Amounts recognized in the consolidated balance sheets:
Current liabilities
$
(2,630 ) $
(2,586 ) $
(2,468 ) $
(1,949 )
Noncurrent liabilities
(59,695 )
(52,741 )
(16,577 )
(15,115 )
Funded status
$
(62,325 ) $
(55,327 ) $
(19,045 ) $
(17,064 )
The accumulated benefit obligation for all defined benefit pension plans is determined using the actuarial present
value of the vested benefits to which the employee is currently entitled and the employee’s expected date of
separation for retirement. At December 31, 2024 and 2023, the accumulated benefit obligation for all defined benefit
pension plans was $224.4 million and $223.5 million, respectively. Actuarial gain (loss) in our pension plans is
primarily due to year-over-year changes in the discount rate and assumptions associated with updated census data,
demographic assumptions, future salary increases, along with asset growth outpacing interest and service cost in
our qualified pension plan. Actuarial gain (loss) for our OPEB plans is primarily due to year-over-year changes in
the discount rate and assumptions associated with medical trends, claims and participant contributions. During
2024 and 2023, funding of our non-qualified pension and other postretirement employee benefit plans was $4.6
million and $3.3 million, respectively. During 2024 and 2023, we made contributions to our qualified pension benefit
plan of $4.0 million and $0, respectively.
80
Pension plans with projected benefit obligations greater than plan assets were as follows at December 31:
2024
2023
Projected benefit obligations
$
233,047
$
233,202
Fair value of plan assets
$
170,722
$
177,875
Pension plans with accumulated benefit obligations greater than plan assets at December 31 are as follows:
2024
2023
Accumulated benefit obligations
$
224,357
$
223,486
Fair value of plan assets
$
170,722
$
177,875
PENSION ASSETS
We utilize formal investment policy guidelines for our company-sponsored pension plan assets. Management is
responsible for ensuring the investment policy and guidelines are adhered to and the investment objectives are
met.
The general policy states that plan assets will be invested to seek the greatest return consistent with the fiduciary
character of the pension funds and to allow the plans to meet the need for timely pension benefit payments. The
specific investment guidelines stipulate that management will maintain adequate liquidity for meeting expected
benefit payments by reviewing, on a timely basis, contribution and benefit payment levels and appropriately revise
long-term and short-term asset allocations. Management takes reasonable and prudent steps to preserve the value
of pension fund assets and to avoid the risk of large losses. Major steps taken to provide this protection include the
following:
•
Assets are diversified among various asset classes, such as global equities, fixed income, alternatives and
liquid reserves.
•
Periodic reviews of allocations within these ranges are reviewed to determine what adjustments should be
made based on changing economic and market conditions and specific liquidity requirements.
•
Assets are managed by professional investment managers and may be invested in separately managed
accounts or commingled funds.
•
Assets are not invested in PotlatchDeltic stock.
The investment guidelines also provide that individual investment managers are expected to achieve a reasonable
rate of return over a market cycle. Emphasis will be placed on long-term performance versus short-term market
aberrations. Factors to be considered in determining reasonable rates of return include performance achieved by a
diverse cross section of other investment managers, performance of commonly used benchmarks (e.g., MSCI All-
Country World Index, Barclays Long Credit Index), actuarial assumptions for return on plan investments and specific
performance guidelines given to individual investment managers.
The long-term targeted asset allocation ranges for the PotlatchDeltic Retirement Plans’ asset categories are as
follows:
Asset Category
Allocation Range
Global equities
15% - 25%
Fixed income securities
70% - 80%
Alternatives, which may include equities and fixed income securities
3% - 8%
Cash and cash equivalents
0% - 5%
The asset allocations of the PotlatchDeltic Retirement Plans’ assets by asset category were as follows at December
31:
Pension Plans
Asset Category
2024
2023
Global equities
20 %
19 %
Fixed income securities
74
74
Other (includes cash and cash equivalents and alternatives)
6
7
Total
100 %
100 %
81
The pension assets are stated at fair value. Refer to Note 1: Summary of Significant Accounting Policies for a
discussion of the framework used to measure fair value.
The assets in our defined benefit pension plan were invested across the following categories:
December 31, 2024
(in thousands)
Level 1
Investments
measured at net
asset value
Total
Cash and cash equivalents
$
1,707
$
—
$
1,707
Collective investment funds1
—
169,015
169,015
Total
$
1,707
$
169,015
$
170,722
December 31, 2023
(in thousands)
Level 1
Level 2
Total
Cash and cash equivalents
$
3,009
$
—
$
3,009
Global equity securities2
34,534
—
34,534
Fixed income securities3
114,224
17,613
131,837
Alternatives4
8,495
—
8,495
Total
$
160,262
$
17,613
$
177,875
1. At December 31, 2024, three collective investment funds held substantially all of the pension plan funds. These funds have diversified
holdings among various asset classes and allocation ranges approved by the Benefits Committee. These funds are generally valued based
on their respective net asset value (or its equivalent) provided by the fund administrator as a practical expedient to estimate fair value due to
the absence of a readily determinable fair value. These values represent the per-unit price at which new investors are permitted to invest and
existing investors are permitted to exit. The collective investment funds may be redeemed daily with limited notice. At December 31, 2023,
there were no collective investment funds held by the Plan.
2. Level 1 assets are international and domestic managed investments with quoted prices on major security markets and also include
investments in registered investment company funds for which market quotations are generally readily available on the primary market or
exchange on which they are traded. The global equity securities track the MSCI All-Country World Index.
3. Level 1 assets are investments in a diversified portfolio of fixed income instruments of varying maturities representing corporate securities,
U.S. treasuries, municipals and futures. Level 2 assets are thinly traded investments in a diversified portfolio of fixed income instruments of
varying maturities representing mostly corporate securities. Both Level 1 & Level 2 investments track the Bloomberg Barclay’s Long-term
Credit Index.
4. Level 1 assets are long-term investment funds which are invested in tangible assets and real asset companies such as infrastructure, natural
resources and timber.
There were no Level 3 investments held by the PotlatchDeltic Retirement Plan at December 31, 2024 or 2023.
PLAN ACTIVITY
Pre-tax components of net periodic cost (benefit) recognized in our Consolidated Statements of Operations were
as follows for the year ended December 31:
Pension Plans
OPEB
(in thousands)
2024
2023
2022
2024
2023
2022
Service cost
$
5,285 $
5,422
$
6,805
$
93 $
110
$
316
Interest cost
12,492
12,551
10,646
877
1,175
914
Expected return on plan assets
(12,947 )
(12,109 )
(9,920 )
—
—
—
Amortization of prior service cost (credit)
20
45
73
—
—
(381 )
Amortization of actuarial loss (gain)
78
(83 )
5,400
(1,323 )
(665 )
623
Net periodic cost (benefit) before
pension settlement charges
4,928
5,826
13,004
(353 )
620
1,472
Pension settlement charge
—
—
14,165
—
—
—
Other settlements
—
—
783
—
—
—
Net periodic cost (benefit)
$
4,928
$
5,826
$ 27,952
$
(353 ) $
620
$
1,472
The amounts recorded in Accumulated Other Comprehensive Income on our Consolidated Balance Sheets, which
have not yet been recognized as components of net periodic benefit costs at December 31, net of tax, consist of:
Pension Plans
OPEB
(in thousands)
2024
2023
2024
2023
Net (loss) income
$
(33,702 ) $
(27,307 ) $
5,051
$
8,397
Prior service cost
—
(15 )
—
—
Total amount unrecognized
$
(33,702 ) $
(27,322 ) $
5,051
$
8,397
82
EXPECTED FUNDING AND BENEFIT PAYMENTS
We currently estimate we will contribute approximately $7.7 million to our qualified pension plan in 2025. Our non-
qualified pension plan and other postretirement employee benefit plans are unfunded and benefit payments are
paid from our general assets. We estimate that we will make non-qualified pension plan payments of $2.6 million
and other postretirement employee benefit payments of $2.5 million in 2025, which are included below.
Estimated future benefit payments, which reflect expected future service, are as follows for the years indicated:
(in thousands)
Pension Plans
OPEB
2025
$
16,825
$
2,468
2026
$
16,987
$
2,356
2027
$
17,171
$
2,136
2028
$
17,235
$
1,967
2029
$
17,602
$
1,810
2030-2034
$
87,236
$
6,906
ACTUARIAL ASSUMPTIONS
The weighted-average assumptions used to determine the benefit obligation for our pension and OPEB plans were
as follows at December 31:
Pension Plans
OPEB
2024
2023
2024
2023
Discount rate
5.75%
5.55%
5.65%
5.45%
Rate of compensation increase
3.00%
3.00%
—
—
The weighted-average assumptions used for all pension and OPEB plans to determine the net periodic benefit cost
were as follows for the year ended December 31:
Pension Plans
OPEB
2024
2023
2022
2024
2023
2022
Discount rate
5.55%
5.60%
3.00% 5.45% 5.55% 2.95%
Expected return on plan assets
6.50%
6.25%
4.50%
—
—
—
Rate of compensation increase
3.00%
3.00 -
5.00%
3.00 -
5.00%
—
—
—
The discount rate used in the determination of pension and other postretirement employee benefit obligations was
calculated using hypothetical bond portfolios to match the expected benefit payments under each of our pension
plans and other postretirement employee benefit obligations based on bonds available at each year end with a
rating of "AA" or better. The portfolios were well-diversified over corporate industrial, corporate financial, municipal,
federal and foreign government issuers.
Determining our expected return on plan assets requires a high degree of judgment. The expected return on plan
assets assumption is based upon an analysis of historical long-term returns for various investment categories, as
measured by appropriate indices. These indices are weighted based upon the extent to which plan assets are
invested in the particular categories in arriving at our determination of a composite expected return.
At December 31, 2024, the assumed health-care cost trend rate used to calculate other postretirement employee
benefit obligations was between 6.02% and 9.91% depending on the individual plan participant makeup and graded
ratably to an assumption of 4.00% in 2049. The actual rates of health-care cost increases may vary significantly
from the assumption used because of unanticipated changes in health-care costs.
83
NOTE 16. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME
The following tables detail the changes in our Accumulated other comprehensive income (AOCI) on our
Consolidated Balance Sheets for the years ended December 31, 2024 and 2023, net of tax.
(in thousands)
2024
2023
Pension and Other Postretirement Employee Benefits
Balance at beginning of period
$
(18,925 ) $
(28,494 )
Unrecognized gains (losses) arising in AOCI during the period:
Gross
(11,743 )
13,744
Tax effect
2,936
(3,436 )
Reclassifications from AOCI to earnings:
Other1
(1,225 )
(703 )
Tax effect
306
175
Net of tax amount
(9,726 )
9,780
Other reclassifications
—
(211 )
Balance at end of period
(28,651 )
(18,925 )
Cash Flow Hedges
Balance at beginning of period
121,957
126,146
Unrecognized gains arising in AOCI during the period:
Gross
42,316
14,225
Tax effect
369
446
Reclassifications from AOCI to earnings:
Gross2
(22,321 )
(19,354 )
Tax effect
471
449
Net of tax amount
20,835
(4,234 )
Other reclassifications
—
45
Balance at end of period
142,792
121,957
Accumulated other comprehensive income, end of period
$
114,141
$
103,032
1.
Included in the computation of net periodic pension costs.
2.
Included in Interest expense, net on the Consolidated Statements of Operations.
See Note 10: Derivative Instruments and Note 15: Savings Plans, Pension and Other Postretirement Employee
Benefits for additional information.
84
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. 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) of the Exchange Act) as of December 31, 2024. 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 SEC'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 December 31, 2024.
Management's Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting,
as defined in Rule 13a-15(f) under the Exchange Act of 1934.
Disclosure controls and procedures are controls and other procedures of a company that are designed to ensure
that information required to be disclosed by the company in the reports that it files or submits under the Securities
Exchange Act of 1934, or the Exchange Act, is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our CEO and CFO, assessed the effectiveness of our internal control
over financial reporting as of December 31, 2024. In making this assessment, our management used the criteria
set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated
Framework (2013).
Based on our assessment, management believes that, as of December 31, 2024, our internal control over financial
reporting is effective based on those criteria.
The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by
KPMG LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the latest fiscal quarter
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
85
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors
PotlatchDeltic Corporation:
Opinion on Internal Control Over Financial Reporting
We have audited PotlatchDeltic Corporation and subsidiaries' (the Company) internal control over financial reporting
as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued
by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024,
based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related
consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the
years in the three-year period ended December 31, 2024, and the related notes (collectively, the consolidated
financial statements), and our report dated February 13, 2025 expressed an unqualified opinion on those
consolidated financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and
for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management's Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting
firm registered with the PCAOB and are required to be independent with respect to the Company in accordance
with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
/s/ KPMG LLP
Seattle, Washington
February 13, 2025
86
ITEM 9B. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended December 31, 2024, none of the company's officers or directors adopted, modified
or terminated any "Rule 10b5-1 trading arrangements" or "non-Rule 10b5-1 trading arrangements," as each term is
defined in Item 408(a) of Regulation S-K under the Exchange Act.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Certain of the information required by this item is incorporated by reference to the information appearing under the
headings "Board of Directors," "Corporate Governance," and "Insider Trading Policies and Procedures" from our
definitive Proxy Statement to be filed with the SEC on or about March 27, 2025.
Our Corporate Conduct and Ethics Code, which is applicable to all directors, officers, and employees, can be found
on our website at www.PotlatchDeltic.com. We post any amendments to or waivers from our Corporate Conduct
and Ethics Code on our website. A copy of our Insider Trading Policy is filed as Exhibit 19 to this Annual Report on
Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
Information set forth under the headings "Report of the Executive Compensation and Personnel Policies
Committee," "Compensation Discussion and Analysis," "Executive Compensation Tables," “CEO Pay Ratio,”
"Compensation of Directors" and "Corporate Governance - Compensation Committee Interlocks and Insider
Participation" in our definitive Proxy Statement to be filed with the SEC on or about March 27, 2025, is incorporated
herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding any person or group known by us to be the beneficial owner of more than five percent of our
common stock as well as the security ownership of management set forth under the heading "Security Ownership"
in our definitive Proxy Statement to be filed with the SEC on or about March 27, 2025, is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item regarding certain relationships and related transactions is to be included under
the heading "Corporate Governance - Transactions with Related Persons" in our definitive Proxy Statement to be
filed with the SEC on or about March 27, 2025, and is incorporated herein by reference.
The information required by this item regarding director independence is to be included under the headings "Board
of Directors" and "Corporate Governance - Director Independence" in our definitive Proxy Statement to be filed with
the SEC on or about March 27, 2025, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required by this item regarding principal accounting fees and services is to be included under the
heading "Fees Paid to Independent Registered Public Accounting Firm in 2024 and 2023" in our definitive Proxy
Statement to be filed with the SEC on or about March 27, 2025, and is incorporated herein by reference.
87
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
All financial statement schedules have been omitted because of the absence of conditions under which they are
required or because the required information is included in the consolidated financial statements or the notes
thereto, included in Part II – Item 8. Financial Statements and Supplementary Data above.
Exhibits:
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
EXHIBIT
NUMBER
DESCRIPTION
2.1*
Agreement and Plan of Merger dated as of December 6, 2021 among Loutre Land and Lumber
Company, PotlatchDeltic Corporation, PCH Merger LLC and the Shareholder Representatives party
thereto, filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on December
22, 2021.
2.2*
Agreement and Plan of Merger dated as of May 29, 2022, among PotlatchDeltic Corporation, Horizon
Merger Sub 2022, LLC, CatchMark Timber Trust, Inc. and CatchMark Timber Operating Partnership,
L.P., filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Registrant on May 31, 2022.
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.
4.1
See Exhibits 3.1 and 3.2. The Registrant also undertakes to furnish to the SEC, upon request, any
instrument defining the rights of holders of long-term debt.
4.2*
Description of Registrant’s Securities, filed as Exhibit 4(a) to the Annual Report on Form 10-K filed
by the Registrant for the fiscal year ended December 31, 2019.
10.11*
PotlatchDeltic Corporation Management Performance Award Plan, as amended effective December
2, 2004, filed as Exhibit (10)(a) to the Annual Report on Form 10-K filed by Original PotlatchDeltic
for the fiscal year ended December 31, 2004. (SEC File No. 001-05313).
10.21*
Amendment to PotlatchDeltic Corporation Management Performance Award Plan, filed as Exhibit
10.6 to the Current Report on Form 8-K filed by the Registrant on December 11, 2008.
10.31*
PotlatchDeltic Corporation Severance Program for Executive Employees, amended and restated
effective January 1, 2019, filed as Exhibit 10.5 to the Current Report on Form 8-K filed by the
Registrant on February 21, 2019.
10.41*
PotlatchDeltic Corporation Salaried Employees’ Supplemental Benefit Plan, as amended and
restated effective January 1, 1989, and as amended through May 24, 2005, filed as Exhibit (10)(d)
to the Quarterly Report on Form 10-Q filed by Original PotlatchDeltic for the quarter ended June 30,
2005. (SEC File No. 001-05313)
10.51*
Amendment, effective as of January 1, 1998, to Plan described in Exhibit 10.4, filed as Exhibit
(10)(d)(i) to the Annual Report on Form 10-K filed by Original PotlatchDeltic for the fiscal year ended
December 31, 2003. (SEC File No. 001-5313)
10.61*
Amendment, effective as of January 1, 2009, to Plan described in Exhibit 10.4, filed as Exhibit 10.5
to the Current Report on Form 8-K filed by the Registrant on December 11, 2008.
10.71*
PotlatchDeltic Corporation Deferred Compensation Plan for Directors, as amended through May 24,
2005, filed as Exhibit (10)(g) to the Quarterly Report on Form 10-Q filed by Original PotlatchDeltic
for the quarter ended June 30, 2005. (SEC File No. 001-5313).
88
10.81*
PotlatchDeltic Corporation Deferred Compensation Plan for Directors II, as amended and restated
effective May 8, 2014 and further amended and restated effective September 8, 2016, filed as Exhibit
10(e) to the Annual Report on Form 10-K filed by the Registrant for the fiscal year ended December
31, 2016.
10.91*
First Amendment to the PotlatchDeltic Corporation Deferred Compensation Plan for Directors II, filed
as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on December 7, 2017.
10.101*
PotlatchDeltic Corporation Benefits Protection Trust Agreement, dated November 29, 2023, between
PotlatchDeltic Corporation and U.S. Bank National Association, as trustee, filed as Exhibit 10.1 to
the Current Report on Form 8-K filed by the Registrant on December 1, 2023.
10.111*
Form of Indemnification Agreement with directors and executive officers of the Registrant, as filed
as Exhibit 10.11 to the Annual Report on Form 10-K filed by the Registrant for the fiscal year ended
December 31, 2023.
10.121*
PotlatchDeltic Corporation 2005 Stock Incentive Plan, as amended and restated May 19, 2006, filed
as Exhibit (10)(r) to the Quarterly Report on Form 10-Q filed by the Registrant for the quarter ended
June 30, 2006, and as further amended and restated effective September 16, 2006, filed as Exhibit
(10)(e) to the Current Report on Form 8-K filed by the Registrant on September 21, 2006.
10.131*
PotlatchDeltic Corporation 2014 Stock Incentive Plan, filed as Exhibit 10.C to the Quarterly Report
on Form 10-Q filed by the Registrant for the quarter ended June 30, 2014.
10.141*
PotlatchDeltic Corporation Restricted Stock Unit Award Notice and Agreement (Directors) 2014
Long-Term Incentive Plan, filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the
Registrant on December 7, 2017.
10.151*
Form of 2014 RSU Award Notice and Award Agreement (2014 Long-Term Incentive Plan) filed as
Exhibit 10.3 to the Current Report on Form 8-K filed by the Registrant on May 9, 2014.
10.161*
Form of 2015 RSU Award Notice and Agreement (2014 Long-Term Incentive Plan) filed as Exhibit
10.1 to the Current Report on Form 8-K filed by the Registrant on February 18, 2015.
10.171*
Form of 2019 Performance Share Award Notice and Agreement (2014 Long-Term Incentive Plan),
filed as Exhibit 10.6 to the Current Report on Form 8-K filed by the Registrant on February 21, 2019.
10.181*
Form of 2019 RSU Award Notice and Agreement (2014 Long-term Incentive Plan) filed as Exhibit
10.7 to the Current Report on Form 8-K filed by the Registrant on February 21, 2019.
10.191*
PotlatchDeltic Corporation 2019 Long-Term Incentive Plan filed as Exhibit 10.1 to the Current Report
on Form 8-K filed by the Registrant on May 10, 2019.
10.201*
PotlatchDeltic Corporation Amended and Restated 2019 Long-Term Incentive Plan, filed as Exhibit
10.1 to the Current Report on Form 8-K filed by the Registrant on May 4, 2022.
10.211*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan RSU Award Notice (Employee) filed as
Exhibit 10.2 to the Current Report on Form 8-K filed by the Registrant on May 10, 2019.
10.221*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan RSU Award Agreement for restricted stock
unit awards granted prior to December 2, 2021, filed as Exhibit 10.3 to the Current Report on Form
8-K filed by the Registrant on May 10, 2019.
89
10.231*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan RSU Award Agreement (Employee) for
restricted stock unit awards granted on or after December 2, 2021, filed as Exhibit 10.23 to the
Annual Report on Form 10-K filed by the Registrant for the fiscal year ended December 31, 2021.
10.241*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan RSU Award Agreement (Employee) for
restricted stock unit awards granted on or after August 27, 2024, filed as Exhibit 10.1 to the Quarterly
Report on Form 10-Q filed by the Registrant on November 4, 2024.
10.251*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan Performance Share Award Notice filed as
Exhibit 10.5 to the Current Report on Form 8-K filed by the Registrant on May 10, 2019.
10.261*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan Performance Share Agreement for
performance share awards granted prior to December 2, 2021, filed as Exhibit 10.6 to the Current
Report on Form 8-K filed by the Registrant on May 10, 2019.
10.271*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan Performance Share Agreement for
performance share awards granted on or after December 2, 2021, filed as Exhibit 10.26 to the Annual
Report on Form 10-K for the fiscal year ended December 31, 2021.
10.281*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan Performance Share Award Agreement
(Employee) for performance share awards granted on or after August 27, 2024, filed as Exhibit 10.2
to the Quarterly Report on Form 10-Q filed by the Registrant on November 4, 2024.
10.291*
Form of PotlatchDeltic 2019 Long-Term Incentive Plan Award Director RSU Notice and Agreement
filed as Exhibit 10.7 to the Current Report on Form 8-K filed by the Registrant on May 10, 2019.
10.301*
PotlatchDeltic Corporation Management Performance Award Plan II, as amended through February
20, 2008, filed as Exhibit (10)(r)(iv) to the Current Report on Form 8-K filed by the Registrant on
February 26, 2008.
10.311*
Amendment to PotlatchDeltic Corporation Management Performance Award Plan II, effective June
1, 2008, filed as Exhibit (10)(r)(v) to the Current Report on Form 8-K filed by the Registrant on May
21, 2008.
10.321*
PotlatchDeltic Corporation Salaried Supplemental Benefit Plan II, effective December 5, 2008,
amended and restated as of January 1, 2024 as filed as Exhibit 10.30 to the Annual Report on Form
10-K filed by the Registrant for the fiscal year ended December 31, 2023.
10.331*
PotlatchDeltic Corporation Annual Incentive Plan effective January 1, 2023, filed as Exhibit 10.1 to
the Current Report on Form 8-K filed by the Registrant on December 2, 2022.
10.341*
PotlatchDeltic Corporation Management Deferred Compensation Plan, effective June 1, 2008,
amended and restated as of January 1, 2024, filed as Exhibit 10.32 to the Annual Report on Form
10-K filed by the Registrant for the fiscal year ended December 31, 2023.
10.351*
Summary of PotlatchDeltic Corporation Non-Employee Director Compensation, effective May 4,
2023, filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q filed by the Registrant for the quarter
ended June 30, 2023.
10.36*
Second Amended and Restated Term Loan Agreement, dated as of March 22, 2018, by and among
the Registrant and its wholly-owned subsidiaries, as borrowers, Northwest Farm Credit Services,
PCA as administrative agent, the Guarantors from time to time party thereto and the Lenders from
time to time party thereto, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the
Registrant on March 28, 2018.
10.37*
First amendment to Second Amended and Restated Term Loan Agreement and Incremental Term
Loan Agreement dated January 30, 2019, by and among the Registrant and its wholly-owned
subsidiaries as borrowers and Northwest Farm Credit Services, PCA, as Administrative Agent, the
Guarantors party thereto, and the Lenders party thereto, filed as Exhibit 10.1 to the Current Report
on Form 8-K filed by the Registrant on February 5, 2019.
90
10.38*
Second amendment to Second Amended and Restated Term Loan Agreement dated December 2,
2019, by and among the Registrant and its wholly-owned subsidiaries as borrowers and Northwest
Farm Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, and the Lenders
party thereto, filed as Exhibit 10.1 to the Current Report on Form 8-K/A filed by the Registrant on
December 10, 2019.
10.39*
Third amendment to Second Amended and Restated Term Loan Agreement dated April 14, 2020,
by and among the Registrant and its wholly-owned subsidiaries as borrowers and Northwest Farm
Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, and the Lenders party
thereto, filed as Exhibit 10(a) to the Quarterly Report on Form 10-Q filed by the Registrant for the
quarter ended March 30, 2020.
10.40*
Fourth amendment to Second Amended and Restated Term Loan Agreement dated December 1,
2020, by and among the Registrant and its wholly-owned subsidiaries as borrowers and Northwest
Farm Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, the Lenders party
thereto, and the Voting Participants party thereto, filed as Exhibit 10.1 to the Current Report on Form
8-K filed by the Registrant on December 1, 2020.
10.41*
Fifth amendment to Second Amended and Restated Term Loan Agreement dated December 1,
2021, by and among the Registrant and its wholly-owned subsidiaries as borrowers and Northwest
Farm Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, the Lenders party
thereto, and the Voting Participants party thereto, filed as Exhibit 10.1 to the Current Report on Form
8-K filed by the Registrant on December 1, 2021.
10.42*
Sixth amendment to Second Amended and Restated Term Loan Agreement dated February 14,
2022, by and among the Registrant and its wholly-owned subsidiaries as borrowers and Northwest
Farm Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, the Lenders party
thereto, and the Voting Participants party thereto, filed as Exhibit 10.1 to the Current Report on Form
8-K filed by the Registrant on February 14, 2022.
10.43*
Seventh amendment to Second Amended and Restated Term Loan Agreement dated September
14, 2022, by and among the Registrant and its wholly-owned subsidiaries as borrowers and
Northwest Farm Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, the
Lenders party thereto, and the Voting Participants party thereto, filed as Exhibit 10.1 to the Current
Report on Form 8-K filed by the Registrant on September 14, 2022.
10.44*
Eighth amendment to Second Amended and Restated Term Loan Agreement dated December 1,
2022, by and among the Registrant and its wholly-owned subsidiaries as borrowers and Northwest
Farm Credit Services, PCA, as Administrative Agent, the Guarantors party thereto, the Lenders party
thereto, and the Voting Participants party thereto, filed as Exhibit 10.1 to the Current Report on Form
8-K filed by the Registrant on December 1, 2022.
10.45*
Ninth amendment to Second Amended and Restated Term Loan Agreement dated December 1,
2023, 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, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the
Registrant on December 1, 2023.
91
10.46*
Tenth amendment to Second Amended and Restated Term Loan Agreement dated November 1,
2024, 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, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the
Registrant on November 1, 2024.
10.47*
Loan Agreement dated August 1, 2016 by and among Nez Perce County, Idaho, PotlatchDeltic
Corporation, PotlatchDeltic Forest Holdings, Inc., PotlatchDeltic Lake States Timberlands, LLC,
PotlatchDeltic Land and Lumber, LLC, Minnesota Timberlands, LLC and PotlatchDeltic Timberlands,
LLC, filed as Exhibit 1.1 to the Current Report on Form 8-K filed by the Registrant on August 19,
2016.
10.48*
Third Amended and Restated Credit Agreement dated as of December 14, 2021, by and among the
Registrant and its wholly-owned subsidiaries as borrowers, KeyBank National Association as
Administrative Agent, swing line lender and L/C Issuer, the Guarantors from time to time party thereto
and the Lenders from time to time party thereto, filed as Exhibit 10.1 to the Current Report on Form
8-K filed by the Registrant on December 14, 2021.
10.49*
First Amendment to Third Amended and Restated Credit Agreement dated as of May 18, 2023 by
and among the Registrant and its wholly-owned subsidiaries as borrowers, KeyBank National
Association as Administrative Agent, and the Lenders party thereto, filed as Exhibit 10.1 to the
Current Report on Form 8-K filed by the Registrant on May 18, 2023.
10.50*
Group annuity contract, effective March 6, 2020, between NY Life Insurance Company and the
Registrant, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on October
16, 2020.
10.51*
Group annuity contract, effective March 17, 2022, between American General Life Insurance
Company and PotlatchDeltic Corporation, filed as Exhibit 10.1 to the Current Report on Form 8-K
filed by the Registrant on July 21, 2023.
10.52*
Engineering, Procurement and Construction Agreement, dated as of June 3, 2022, between
PotlatchDeltic Manufacturing, LLC and BID Group Construction US Inc., filed as Exhibit 10.1 to the
Current Report on Form 8-K filed by the Registrant on June 6, 2022.
192
PotlatchDeltic Securities Law Compliance and Insider Trading Policy, effective December 1, 2023.
212
PotlatchDeltic Corporation Subsidiaries.
232
Consent of Independent Registered Public Accounting Firm.
242
Powers of Attorney.
312
Rule 13a-14(a)/15d-14(a) Certifications.
322
Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18 U.S.C.
Section 1350.
971*
PotlatchDeltic Corporation Incentive Compensation Recovery Policy for Executive Officers, effective
December 1, 2023, filed as Exhibit 97 to the Annual Report on Form 10-K filed by the Registrant for
the fiscal year ended December 31, 2023.
92
101
The following financial information from PotlatchDeltic Corporation’s Annual Report on Form 10-K
for the year ended December 31, 2024, filed on February 13, 2025, formatted in iXBRL (Inline
Extensible Business Reporting Language): (i) the Consolidated Statements of Operations for the
years ended December 31, 2024, 2023 and 2022, (ii) the Consolidated Statements of
Comprehensive Income for the years ended December 31, 2024, 2023 and 2022, (iii) the
Consolidated Balance Sheets at December 31, 2024 and 2023, (iv) the Consolidated Statements of
Cash Flows for the years ended December 31, 2024, 2023 and 2022, (v) the Consolidated
Statements of Stockholders’ Equity for the years ended 2024, 2023 and 2022, and (vi) the Notes to
Consolidated Financial Statements.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in
Exhibit 101).
*
Incorporated by reference (SEC File No. 001-32729, unless otherwise indicated).
1.
Management contract or compensatory plan, contract or arrangement.
2.
Document filed with this Form 10-K.
ITEM 16. FORM 10-K SUMMARY
None.
93
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/ ERIC J. CREMERS
Eric J. Cremers
President and
Chief Executive Officer
Date: February 13, 2025
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on
February 13, 2025, by the following persons on behalf of the registrant in the capacities indicated.
/s/ ERIC J. CREMERS
Director, President and Chief Executive Officer
Eric J. Cremers
(Principal Executive Officer)
/s/ WAYNE WASECHEK
Vice President and Chief Financial Officer
Wayne Wasechek
/s/ GLEN F. SMITH
Chief Accounting Officer
(Principal Accounting Officer)
Glen F. Smith
*
Director and Chair of the Board
Michael J. Covey
*
Director
Anne L. Alonzo
*
Director
Linda M. Breard
*
Director
James M. DeCosmo
*
Director
William L. Driscoll
*
Director
D. Mark Leland
*
Director
Lawrence S. Peiros
*
Director
Lenore M. Sullivan
*By
/s/ MICHELE L. TYLER
Michele L. Tyler
(Attorney-in-fact)
[This page intentionally left blank]
Darin R. Ball
Vice President, Timberlands
Eric J. Cremers
President and Chief Executive Officer
Ashlee Townsend Cribb
Vice President, Wood Products
William R. DeReu
Vice President, Real Estate
Robert L. Schwartz
Vice President, Human Resources
Glen F. Smith
Chief Accounting Officer
Anna E. Torma
Vice President, Public Affairs and Chief Sustainability Officer
Michele L. Tyler
Vice President, General Counsel and Corporate Secretary
Wayne Wasechek
Vice President and Chief Financial Officer
Anne L. Alonzo
Former Senior Vice President, External Affairs
and Chief Sustainability Officer
Corteva AgriScience
Director since 2021
Linda M. Breard
Former Strategic Consultant to the CEO
Impinj, Inc.
Director since 2015
Michael J. Covey
Chair of the Board
Retired Chief Executive Officer
PotlatchDeltic Corporation
Director since 2006
Eric J. Cremers
President and Chief Executive Officer
Director since 2013
James M. DeCosmo
Former President and Chief Executive Officer
Forestar Group, Inc.
Director since 2022
William L. Driscoll
Partner
Lincoln Park Partners
Director since 2004
D. Mark Leland
Retired President
Midstream Division of El Paso Corporation
Director since 2018
Lawrence S. Peiros
Independent Lead Director
Retired Executive Vice President
and Chief Operating Officer
The Clorox Company
Director since 2003
Lenore M. Sullivan
Retired Partner
Perella Weinberg Partners
Director since 2018
BOARD OF DIRECTORS
OFFICERS
Executive Offi ces
601 West First Avenue, Suite 1600
Spokane, Washington 99201-3807
509-835-1500
www.potlatchdeltic.com
Transfer Agent and Registrar
Computershare
P.O. Box 43006
Providence, RI 02940-3078
866-593-2351
www.computershare.com/investor
Stock Listing
PotlatchDeltic common stock is traded under the symbol
PCH on the Nasdaq Global Select Market.
Distribution Reinvestment
For the convenience of our registered stockholders, dividend
distributions may be reinvested in PotlatchDeltic common
stock. For information, contact Computershare at
866-593-2351.
Annual Meeting
The annual meeting of stockholders will be held online:
May 5, 2025, at 9 a.m. Pacifi c Daylight Time
www.virtualshareholdermeeting.com/PCH2025
Photo credits: Jay Brittain Photography © 2024
CORPORATE INFORMATION
FSC
®-Certifi ed Paper
PotlatchDeltic Corporation’s 2024 Annual Report is printed entirely on
FSC-Mix paper. The FSC
® label means that the material used for this
product is made of FSC
®-certifi ed and other controlled material.
Additional Information
Copies of our fi lings with the U.S. Securities and
Exchange Commission, our Corporate Governance
Guidelines, Corporate Conduct and Ethics Code, and
Charters of the Committees of the Board of Directors
are available, free of charge, at our website,
www.potlatchdeltic.com, or upon written request to
the Corporate Secretary at our executive offi ces.
Forward-Looking Statements
This report contains forward-looking statements that
refl ect management’s current views regarding future
events based on estimates and assumptions, and are
therefore subject to known and unknown risks and
uncertainties. For a nonexclusive listing of forward-
looking statements and potential factors affecting
our business, please refer to “Cautionary Statement
Regarding Forward-Looking Information” on Page 1
and “Risk Factors” in Item 1A of our Annual Report on
Form 10-K for the year ended December 31, 2024, which
is included as part of this report. These forward-looking
statements are made as of the date of this report and,
except as required under applicable law, we do not
intend to issue updates concerning any future revisions
of management’s views to refl ect events or
circumstances occurring after the date
of this report.
BUREAU VERITAS
Certification