Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
☒Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2025
or
☐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 First Avenue, Suite 1600
Spokane, Washington
99201
(Address of principal executive offices)
(Zip Code)
(509) 835-1500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol(s)
Name of each exchange on which registered
Common Stock ($1 par value)
PCH
Nasdaq Global Select Market
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, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of common stock of the registrant outstanding (in thousands) at July 29, 2025, was 77,286.
POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES
PageNumber
PART I. - FINANCIAL INFORMATION
ITEM 1.
Financial Statements (unaudited)
Condensed Consolidated Statements of Operations
3
Condensed Consolidated Statements of Comprehensive Income (Loss)
4
Condensed Consolidated Balance Sheets
5
Condensed Consolidated Statements of Cash Flows
6
Condensed Consolidated Statements of Stockholders’ Equity
7
Index for the Notes to Condensed Consolidated Financial Statements
8
Notes to Condensed Consolidated Financial Statements
9
ITEM 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
22
ITEM 3.
Quantitative and Qualitative Disclosures About Market Risk
36
ITEM 4.
Controls and Procedures
PART II. - OTHER INFORMATION
Legal Proceedings
ITEM 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
37
ITEM 5.
Other Information
ITEM 6.
Exhibits
38
SIGNATURE
39
Part I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PotlatchDeltic Corporation and Consolidated Subsidiaries
(Unaudited)
Three Months Ended June 30,
Six Months Ended June 30,
(in thousands, except per share amounts)
2025
2024
Revenues
$
274,985
320,671
543,245
548,798
Costs and expenses:
Cost of goods sold
239,332
282,473
459,737
494,633
Selling, general and administrative expenses
21,807
20,752
41,662
41,479
Environmental charge
—
490
261,139
303,225
501,889
536,112
Operating income
13,846
17,446
41,356
12,686
Interest expense, net
(10,412
)
(8,696
(11,904
(8,414
Non-operating pension and other postretirement employee benefits
(351
201
(702
402
Other
741
(23
535
(168
Income before income taxes
3,824
8,928
29,285
4,506
Income taxes
3,530
4,750
3,874
8,867
Net income
7,354
13,678
33,159
13,373
Net income per share:
Basic
0.09
0.17
0.42
Diluted
Dividends per share
0.45
0.90
Weighted-average shares outstanding
78,280
79,627
78,643
79,656
78,441
79,741
78,781
79,756
The accompanying notes are an integral part of these condensed consolidated financial statements.
(in thousands)
Other comprehensive income (loss), net of tax:
Pension and other postretirement employee benefits
(147
(230
(295
(459
Cash flow hedges
(7,706
3,611
(24,315
19,536
Other comprehensive income (loss), net of tax
(7,853
3,381
(24,610
19,077
Comprehensive income (loss)
(499
17,059
8,549
32,450
June 30, 2025
December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents
95,277
151,551
Customer receivables, net
33,799
23,358
Inventories, net
87,037
82,926
Other current assets
42,741
41,295
Total current assets
258,854
299,130
Property, plant and equipment, net
396,167
408,913
Investment in real estate held for development and sale
53,642
50,809
Timber and timberlands, net
2,320,697
2,357,151
Intangible assets, net
12,971
13,861
Other long-term assets
142,372
175,579
Total assets
3,184,703
3,305,443
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities
96,569
95,628
Current portion of long-term debt
127,383
99,552
Current portion of pension and other postretirement employee benefits
5,098
Total current liabilities
229,050
200,278
Long-term debt
907,786
935,100
75,328
76,272
Deferred tax liabilities, net
16,729
21,123
Other long-term obligations
33,883
35,000
Total liabilities
1,262,776
1,267,773
Commitments and contingencies
Stockholders' equity:
Preferred stock, authorized 4,000 shares, no shares issued
Common stock, $1 par value, 200,000 shares authorized, 77,286 and 78,684 shares issued and outstanding
77,286
78,684
Additional paid-in capital
2,321,235
2,315,176
Accumulated deficit
(566,125
(470,331
Accumulated other comprehensive income
89,531
114,141
Total stockholders’ equity
1,921,927
2,037,670
Total liabilities and stockholders' equity
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, depletion and amortization
52,537
60,476
Basis of real estate sold
21,348
60,617
Change in deferred taxes
(3,875
(8,839
3,263
2,288
Equity-based compensation expense
5,954
5,522
Amortization related to redesignated forward-starting interest rate swaps
5,651
5,286
Interest received under swaps with other-than-insignificant financing element
(13,936
(14,967
Other, net
1,163
26
Change in working capital and operating-related activities, net
(4,508
(3,996
Real estate development expenditures
(6,104
(2,722
Funding of pension and other postretirement employee benefits
(4,602
(2,135
Proceeds from insurance recoveries
1,680
Net cash from operating activities
90,050
116,609
CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant and equipment additions
(15,750
(26,603
Timberlands reforestation and roads
(11,336
(12,814
Acquisition of timber and timberlands
(374
(31,481
13,123
13,924
975
618
Net cash from investing activities
(13,362
(56,356
CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to common stockholders
(70,213
(71,456
Repurchase of common stock
(60,030
(23,905
(2,126
(2,236
Net cash from financing activities
(132,369
(97,597
Change in cash, cash equivalents and restricted cash
(55,681
(37,344
Cash, cash equivalents and restricted cash at beginning of period
151,725
237,688
Cash, cash equivalents and restricted cash at end of period
96,044
200,344
NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued property, plant and equipment additions
814
1,177
Accrued timberlands reforestation and roads
1,842
1,912
Repurchase of common stock pending settlement
1,107
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the amounts shown above in the Condensed Consolidated Statements of Cash Flows.
June 30, 2024
199,723
Restricted cash included in other current and long-term assets1
767
621
Total cash, cash equivalents, and restricted cash
Common Stock
Additional Paid-
Accumulated
Accumulated OtherComprehensive
Total Stockholders'
Shares
Amount
in Capital
Deficit
Income
Equity
Balance, December 31, 2024
25,805
Shares issued for stock compensation
104
(104
2,759
(93
(4,054
(4,147
Pension plans and OPEB obligations, net of tax
(148
Cash flow hedges, net of tax
(16,609
Dividends on common stock, $0.45 per share
(35,435
Other transactions, net
103
(105
(2
Balance, March 31, 2025
78,695
2,317,934
(484,120
97,384
2,009,893
10
(10
3,195
(1,419
(54,464
(55,883
(34,778
116
(117
(1
Balance, June 30, 2025
Balance, December 31, 2023
79,365
2,303,992
(315,291
103,032
2,171,098
Net loss
(305
143
(143
2,560
(229
15,925
(35,779
90
(88
2
Balance, March 31, 2024
79,508
2,306,499
(351,463
118,728
2,153,272
(4
2,962
(610
(24,402
(25,012
(35,677
98
(103
(5
Balance, June 30, 2024
78,902
2,309,555
(397,967
122,109
2,112,599
INDEX FOR THE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1: Basis of Presentation
Note 2: Segment Information
Note 3: Earnings Per Share
15
Note 4: Certain Balance Sheet Components
16
Note 5: Debt
Note 6: Derivative Instruments
17
Note 7: Fair Value Measurements
18
Note 8: Equity-Based Compensation
Note 9: Income Taxes
19
Note 10: Leases
20
Note 11: Pension and Other Postretirement Employee Benefits
21
Note 12: Components of Accumulated Other Comprehensive Income
NOTE 1. BASIS OF PRESENTATION
General
PotlatchDeltic Corporation and its subsidiaries (collectively referred to in this report as the company, us, we or our) is a leading timberland Real Estate Investment Trust (REIT) with operations in nine states. We are engaged in activities associated with timberland management, including the sale of timber, the ownership and management of 2.1 million acres of timberlands and the purchase and sale of timberlands. We are also engaged in the manufacturing 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.
Condensed Consolidated Financial Statements
The accompanying unaudited Condensed Consolidated Financial Statements provide an overall view of our results and financial condition and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Condensed Consolidated Financial Statements, such adjustments are of a normal, recurring nature. Intercompany transactions and accounts have been eliminated in consolidation. The Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission pertaining to interim financial statements. Certain disclosures normally provided in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the Securities and Exchange Commission on February 13, 2025. Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year.
Use of Estimates
The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and requires judgments affecting the amounts reported in the financial statements and the accompanying notes. Actual results may differ materially from our estimates.
Commitments and Contingencies
We are, from time to time, subject to various claims and legal proceedings that arise in the normal course of business. Based on the information currently available, we do not anticipate that any amounts we may be required to pay in connection with these matters will have a material adverse effect on our consolidated financial position, operating results or net cash flows.
In May 2025, we paid $2.5 million related to our obligations under the Thomson Reservoir Project, leaving $0.1 million accrued as of June 30, 2025. For additional details regarding the project, refer to the section “Commitments, Contingencies and Legal Matters” in Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2024.
Recently Adopted Accounting Standards
In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in ASU 2023-09 require that public entities, on an annual basis, (i) disclose specific categories in the income tax rate reconciliation and (ii) provide additional information for reconciling items, including disaggregation by jurisdiction, that meet a quantitative threshold prescribed by the standard. ASU 2023-09 should be applied on a prospective basis; however, retrospective application is permitted. The adoption of this ASU on January 1, 2025 will be reflected in our annual financial statements for the year ended December 31, 2025. As ASU 2023-09 impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.
Recent Accounting Standards Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disaggregated quantitative disclosure in the notes to the financial statements of prescribed expense categories included within relevant income statement expense captions. The ASU is effective for fiscal years beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. Management is currently evaluating this ASU. As the standard impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.
Reclassifications
Certain prior period reclassifications were made to conform with current period presentation. These reclassifications had no effect on reported net loss, net loss per share, comprehensive income, cash flows, total assets, total liabilities, or shareholders’ equity as previously reported.
NOTE 2. SEGMENT INFORMATION
Our operations are organized into 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 Condensed Consolidated Financial Statements, with the exception of the valuation of inventories, which are reported using the average cost method for purposes of reporting segment results.
The following table presents our revenues by major product:
Timberlands
Northern region
Sawlogs
46,003
40,564
89,867
74,370
Pulpwood
1,122
215
1,851
280
387
375
859
686
Total Northern revenues
47,512
41,154
92,577
75,336
Southern region
30,958
34,309
60,587
65,525
15,163
15,315
32,381
30,963
Stumpage
3,692
4,088
8,811
11,720
4,339
3,936
9,759
8,208
Total Southern revenues
54,152
57,648
111,538
116,416
-
Total Timberlands revenues
101,664
98,802
204,115
191,752
Wood Products
Lumber
136,372
120,888
267,820
237,611
Residuals and Panels
35,447
32,691
68,644
64,566
Total Wood Products revenues
171,819
153,579
336,464
302,177
Real Estate
Rural real estate
23,177
84,853
46,438
90,379
Development real estate
1,882
7,488
3,126
10,362
4,037
3,391
7,123
6,098
Total Real Estate revenues
29,096
95,732
56,687
106,839
Total segment revenues
302,579
348,113
597,266
600,768
Intersegment Timberlands revenues1
(27,594
(27,442
(54,021
(51,970
Total consolidated revenues
The company’s chief operating decision maker (CODM) uses segment information to assess performance, allocate capital and personnel, budget and forecast, and determine compensation of certain employees, among other things. The CODM uses Adjusted EBITDDA to evaluate the operating performance and effectiveness of operating strategies of our segments and allocation of resources to them.
EBITDDA is calculated as net income (loss) before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses. Our calculation of Adjusted EBITDDA may not be comparable to that reported by other companies.
The following tables summarize information for each of the company’s reportable segments and include a reconciliation of Segment operating income (loss) as the closest measurement to GAAP for the reportable segments to Segment Adjusted EBITDDA.
Three Months Ended June 30, 2025
Total
Revenues from external customers
74,070
27,594
Cost of goods sold2
Fiber costs2
80,373
Freight, logging and hauling2
48,556
21,627
70,183
Manufacturing costs2,3
64,269
Finished goods inventory change2
244
Depreciation, depletion and amortization2
15,172
10,388
139
25,699
Basis in real estate sold2
11,486
Other4
10,945
414
4,497
15,856
74,673
177,315
16,122
268,110
Segment selling, general and administrative expenses5
2,924
3,604
1,899
8,427
Segment operating income (loss)
24,067
(9,100
11,075
26,042
Depreciation, depletion and amortization6
15,499
10,495
159
26,153
Basis in real estate sold
Loss on disposal of assets
328
Segment Adjusted EBITDDA
39,566
1,723
22,720
64,009
The footnotes below the table for the six months ended June 30, 2024 are also applicable to the above table.
11
Three Months Ended June 30, 2024
71,360
27,442
75,583
51,992
20,390
72,382
60,111
389
16,463
12,119
115
28,697
56,528
9,989
25
4,256
14,270
78,444
168,617
60,899
307,960
3,024
3,928
1,929
8,881
17,334
(18,966
32,904
31,272
16,790
12,227
136
29,153
Gain on disposal of assets
(66
34,124
(6,805
89,568
116,887
Six Months Ended June 30, 2025
150,094
54,021
156,529
99,506
42,054
141,560
122,318
(4,823
30,350
19,833
260
50,443
21,354
17,879
597
7,835
26,311
147,735
336,508
29,449
513,692
5,448
7,065
3,416
15,929
50,932
(7,109
23,822
67,645
31,005
20,048
300
51,353
424
81,937
13,363
45,476
140,776
12
Six Months Ended June 30, 2024
139,782
51,970
149,043
100,329
38,491
138,820
117,820
(3,944
33,760
24,527
231
58,518
60,622
17,763
118
7,440
25,321
151,852
326,055
68,293
546,200
5,443
7,745
3,639
16,827
34,457
(31,623
34,907
37,741
34,415
24,743
274
59,432
(64
(7
(71
68,872
(6,944
95,796
157,724
Timberlands - forest management, roads, employee wages and benefits and property taxes.
Wood Products - pension and other post-retirement benefit plan service costs for active plan participants.
Real Estate - land sale commissions, land sale closing costs, property taxes, and costs from the company-owned country club.
13
The following table reconciles Total Segment Adjusted EBITDDA to Total Adjusted EBITDDA and Income before income taxes. Corporate information is included to reconcile segment data to the Condensed Consolidated Financial Statements.
Total Segment Adjusted EBITDDA
Corporate Adjusted EBITDDA1
(13,164
(11,756
(25,313
(24,421
Eliminations and adjustments2
1,180
(1,958
(408
Total Adjusted EBITDDA
52,025
103,173
115,392
132,895
Depreciation, depletion and amortization3
(26,370
(29,268
(51,774
(59,663
(11,481
(56,525
(21,348
(60,617
(490
Loss (gain) on disposal of assets
(328
66
(424
71
The following tables summarize additional reportable segment financial information:
Depreciation, depletion and amortization:
Corporate
217
421
26,370
29,268
51,774
59,663
Bond discounts and deferred loan fees1
381
406
763
813
Total depreciation, depletion and amortization
26,751
29,674
Basis of real estate sold:
Eliminations and adjustments
(3
(6
Total basis of real estate sold
11,481
56,525
Assets:
Timberlands1
2,339,787
2,396,642
533,168
537,665
Real Estate2
95,703
67,527
2,968,658
3,001,834
216,045
303,609
Total consolidated assets
14
Capital Expenditures:1
4,048
4,940
11,400
12,845
2,964
20,869
14,713
25,578
3,358
1,843
7,036
3,037
10,370
27,652
33,149
41,460
41
483
679
Total capital expenditures
10,411
28,135
33,190
42,139
NOTE 3. EARNINGS PER SHARE
The following table reconciles the number of shares used in calculating basic and diluted earnings per share:
Basic weighted-average shares outstanding
Incremental shares due to:
Performance shares
43
49
42
Restricted stock units
65
99
58
Diluted weighted-average shares outstanding
For stock-based awards, the dilutive effect is calculated using the treasury stock method. Under this method, the dilutive effect is computed as if the shares subject to the awards were outstanding at the beginning of the period (or at time of issuance, if later) and assumes the related proceeds were used to repurchase common stock at the average market price during the period. Related proceeds include future compensation cost associated with the stock award.
For the three and six months ended June 30, 2025, there were approximately 257,900 and 281,500 stock-based awards, respectively, that were excluded from the calculation of diluted earnings per share as they were anti-dilutive. For the three and six months ended June 30, 2024, there were approximately 19,000 and 78,000 stock-based awards, respectively, that were excluded from the calculation of diluted earnings per share as they were anti-dilutive. Anti-dilutive stock-based awards could be dilutive in future periods.
Share Repurchase Program
On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted from time to time in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (each, a Trading Plan). The timing, manner, price and amount of repurchases will be determined according to, and subject 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 three and six months ended June 30, 2025, we repurchased 1,418,823 and 1,511,923 shares of our common stock, respectively, for total consideration of $55.9 million and $60.0 million, respectively, under the 2022 Repurchase Program. During the three and six months ended June 30, 2024, we repurchased 609,624 shares of our common stock for total consideration of $25.0 million under the 2022 Repurchase Program. At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. Transaction costs are not counted against authorized funds.
We record share repurchases upon trade date as opposed to the settlement date. We record a liability to account for repurchases that have not been cash settled. We retire shares upon repurchase. Any excess repurchase price over par is recorded in accumulated deficit.
NOTE 4. CERTAIN BALANCE SHEET COMPONENTS
Inventories
Logs
29,891
31,786
Lumber, panels and veneer
41,222
37,689
Materials and supplies
31,757
29,284
Total inventories
102,870
98,759
Less: LIFO reserve
(15,833
Total inventories, net
Property, plant and equipment
711,979
710,703
Less: accumulated depreciation
(315,812
(301,790
Total property, plant and equipment, net
Timber and timberlands
2,228,882
2,263,991
Logging roads, net
91,815
93,160
Total timber and timberlands, net
Accrued payroll and benefits
23,689
25,249
Accounts payable
17,565
16,991
Deferred revenue1
16,756
12,234
Accrued taxes
7,846
5,212
Accrued interest
6,447
6,826
Other current liabilities
24,266
29,116
Total accounts payable and accrued liabilities
1.
Deferred revenue predominately relates to hunting and other access rights on our timberlands, payments received for lumber shipments where control of goods has not transferred, member-related activities at an owned country club and any post-close obligations for real estate sales. These deferred revenues are recognized over the term of the respective contract, which is typically twelve months or less, except for country club initiation fees which are recognized over the average life of club membership.
NOTE 5. DEBT
TERM LOANS
At June 30, 2025, approximately $1.0 billion was outstanding under our Second Amended and Restated Term Loan Agreement (Amended Term Loan Agreement). Of this amount, approximately $127.5 million was classified as current on our accompanying Condensed Consolidated Balance Sheets, consisting of a $100.0 million fixed-rate term loan that matures in August 2025 and a $27.5 million variable rate term loan that matures in February 2026. Certain borrowings under the Amended Term Loan Agreement are at rates of one-month Secured Overnight Financing Rate (SOFR), plus an applicable margin between 1.61% and 2.30%, or daily simple SOFR plus a spread between 2.20% and 2.30%. We have entered into SOFR-indexed interest rate swaps to fix the interest rate on these variable rate term loans. See Note: 6 Derivative Instruments for additional information.
CREDIT AGREEMENT
Our Third Amended Credit Agreement (as amended, 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, borrowing capacity may be increased by up to an additional $500.0 million. The revolving line of credit 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 utilize borrowings under the Amended Credit Agreement to, among other things, refinance existing indebtedness and provide funding for working capital requirements, capital projects, acquisitions and other general corporate expenditures. At June 30, 2025, there were no borrowings under the revolving line of credit and approximately $0.6 million of our revolving line of credit was utilized for outstanding letters of credit.
We were in compliance with all debt and credit agreement covenants at June 30, 2025.
NOTE 6. DERIVATIVE INSTRUMENTS
From time to time, we enter into derivative financial instruments to manage certain cash flow and fair value risks. Derivatives designated and qualifying as a hedge of the exposure to variability in the cash flows of a specific asset or liability that is attributable to a particular risk, such as interest rate risk, are considered cash flow hedges. All our cash flow hedges are expected to be highly effective in achieving offsetting cash flows attributable to the hedged interest rate risk through the term of the hedges.
At June 30, 2025, we had interest rate swaps associated with $761.0 million of SOFR-indexed term loan debt. These cash flow hedges convert variable rates ranging from one-month SOFR plus 1.61% to 2.30%, to fixed rates ranging from 2.14% to 4.83% before patronage credits from lenders. Additionally, at June 30, 2025, 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 June 30, 2025, we had 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.
The gross fair values of derivative instruments on our Condensed Consolidated Balance Sheets were as follows:
Location
Derivatives designated in cash flow hedging relationships:
Interest rate contracts
Other assets, current1
Other assets, non-current
107,687
138,354
108,111
The following table details the effect of derivatives on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income (Loss):
(Loss) income recognized in other comprehensive income (loss), net of tax
(3,160
9,184
(15,264
30,704
Amounts reclassified from accumulated other comprehensive income to income, net of tax1
4,546
5,573
9,051
11,168
10,412
8,696
11,904
8,414
Realized gains and losses on interest rate contracts consist of realized net cash received or paid and interest accruals on the interest rate swaps during the periods in addition to amortization of amounts out of other comprehensive income (loss) related to certain terminated hedges and adjustments to interest expense resulting from amortization of inception value of certain off-market designated hedges. For the six months ended June 30, 2025 and 2024, we amortized approximately $5.7 million and $5.3 million, respectively, of the off-market designated hedges. Net cash received or paid is included within Interest expense, net in the Condensed Consolidated Statements of Operations.
At June 30, 2025, the amount of net gains expected to be reclassified into earnings in the next 12 months is approximately $14.4 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 rates at the time of net swap cash payments.
NOTE 7. FAIR VALUE MEASUREMENTS
The following table presents the estimated fair values of our financial instruments:
CarryingAmount
FairValue
Derivative assets related to interest rate swaps (Level 2)
Long-term debt, including current portion (Level 2)1
(1,036,894
(1,036,633
(1,036,569
(1,035,608
Company owned life insurance asset (COLI) (Level 3)
6,038
6,026
The carrying amount of long-term debt includes principal and unamortized discounts.
The fair value of interest rate swaps is determined using a discounted cash flow analysis, based on third-party sources, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity and uses observable market-based inputs, including interest rate forward curves.
The fair value of our long-term debt is estimated based upon quoted market prices for similar debt issues or estimated based on average market prices for comparable debt when there is no quoted market price.
The contract value of our company owned life insurance is based on the amount at which it could be redeemed and, accordingly, approximates fair value.
We believe that our other financial instruments, including cash and cash equivalents, restricted cash, receivables and payables have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments.
NOTE 8. EQUITY-BASED COMPENSATION
We issue new shares of common stock to settle performance share awards (PSAs), restricted stock units (RSUs) and deferred compensation stock equivalent units. At June 30, 2025, approximately 1.2 million shares were available for future use under our stock incentive plans.
Share-based compensation activity during the six months ended June 30, 2025 included the following:
Granted
Vested
Forfeited
Performance Share Awards (PSAs)
122,251
1,249
Restricted Stock Units (RSUs)
113,263
29,206
824
Approximately 0.1 million shares of common stock were issued to employees during the six months ended June 30, 2025, as a result of PSA and RSU vesting during 2024 and 2025.
The following table details compensation expense and the related income tax benefit for company specific equity-based awards:
Equity-based compensation expense:
Performance share awards
1,725
1,624
3,156
2,993
1,448
1,289
2,754
2,431
Deferred compensation stock equivalent units expense
44
Total equity-based compensation expense
Total tax benefit recognized for equity-based expense
207
198
357
Performance Share Awards
The weighted-average grant date fair value of PSAs granted during the six months ended June 30, 2025, was $66.00 per share. PSAs granted under the stock incentive plans have a three-year performance period and shares are issued after the end of the period if the performance measures are met. 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 the 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 performance measurement period, the recipients will receive dividend equivalents in the form of additional shares of common stock at the date of settlement equal to the dividends that would have been paid on the shares earned had the recipients owned the shares during the three-year period. The share awards are not considered participating securities.
The following table presents the key inputs used in the Monte Carlo simulation to calculate the fair value of the performance share awards granted in 2025:
Stock price as of valuation date
45.19
Risk-free rate
4.18
%
Expected volatility
26.64
Expected dividend yield1
Expected term (years)
3.00
Restricted Stock Units
The weighted-average fair value of all RSUs granted during the six months ended June 30, 2025, was $43.30 per share. The fair value of RSUs granted equaled our common share price on the date of grant factoring in any required post-vesting holding periods. The RSU awards granted accrue dividend equivalents based on dividends paid during the RSU 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. The share awards are not considered participating securities.
NOTE 9. INCOME TAXES
As a REIT, we generally are not subject to federal and state corporate income taxes on income from investments in real estate, including our timberlands, that we distribute to our stockholders. We conduct certain activities through our PotlatchDeltic taxable REIT subsidiaries (each, a TRS), which are subject to corporate level federal and state income taxes. These activities are principally composed of our wood products manufacturing operations and certain real estate investments. Therefore, income tax expense or benefit is primarily due to pre-tax book income or loss of the TRS, as well as permanent book versus tax differences and discrete items.
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA permanently extends key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation and the business interest expense limitation. The legislation includes multiple effective dates, with certain provisions effective in 2025 and others phased in through 2027. In accordance with Accounting Standards Codification 740, Income Taxes, the effects of changes in tax laws must be recognized in the period of enactment. We are currently evaluating the impact of the OBBBA, and the resulting effects will be reflected in the financial statements for the quarter ended September 30, 2025.
NOTE 10. LEASES
We lease certain equipment, office space and land. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.
The following table presents supplemental balance sheet information related to lease assets and liabilities:
Classification
Assets
Operating lease assets
9,592
10,167
Finance lease assets1
11,971
12,266
Total lease assets
21,563
22,433
Liabilities
Current:
Operating lease liabilities
3,234
3,027
Finance lease liabilities
5,252
5,257
Noncurrent:
6,241
7,030
6,616
6,959
Total lease liabilities
21,343
22,273
The following table presents the components of lease expense:
Operating lease costs1
921
861
1,816
1,700
Finance lease costs:
Amortization of leased assets
1,421
1,351
2,866
2,620
Interest expense
156
145
315
279
Net lease costs
2,498
2,357
4,997
4,599
The following table presents supplemental cash flow information related to leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
1,835
1,715
Operating cash flows for finance leases
Financing cash flows for finance leases
2,662
Leased assets exchanged for new lease liabilities:
Operating leases
982
2,287
Finance leases
2,574
3,062
NOTE 11. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS
The following table details the components of net periodic cost (benefit) of our pension plans and other postretirement employee benefit plans (OPEB):
Pension
OPEB
Service cost
1,267
1,322
24
Interest cost
3,230
3,122
251
219
Expected return on plan assets
(2,933
(3,237
Amortization of prior service cost
Amortization of actuarial (gain) loss
(240
(330
Total net periodic cost
1,607
1,232
(87
2,533
2,643
28
47
6,458
6,245
503
438
(5,865
(6,474
86
40
(480
(661
Net periodic cost
3,212
2,464
51
(176
Funding of our non-qualified pension and other postretirement employee benefit plans was $2.0 million and $2.1 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, we made contributions to our qualified pension benefit plan of $2.6 million and $0, respectively.
NOTE 12. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table details changes in amounts included in our Accumulated Other Comprehensive Income (AOCI) by component on our Condensed Consolidated Balance Sheets, net of tax:
Pension and Other Postretirement Employee Benefits
Balance at beginning of period
(28,799
(19,154
(28,651
(18,925
Reclassifications from AOCI to earnings:
Other1
(197
(394
(611
Tax effect
50
75
152
Net of tax amount
Balance at end of period
(28,946
(19,384
Cash Flow Hedges
126,183
137,882
142,792
121,957
Unrecognized gains (losses) arising in AOCI during the period:
Gross
(3,186
9,325
(15,374
31,197
(141
110
(493
Gross2
(4,630
(5,697
(9,217
(11,416
84
124
166
248
118,477
141,493
Accumulated other comprehensive income, end of period
See Note 11: Pension and Other Postretirement Employee Benefits and Note 6: Derivative Instruments for additional information.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Information
This report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, expectations regarding economic conditions, including interest rates; expected seasonal fluctuations in our business segments; expected effectiveness of our hedging instruments and swaps; amount of net earnings on cash flow hedges expected to be reclassified into earnings in the next 12 months; expected return on pension assets; future share repurchases and dividend payments; anticipated cash balances, cash flows from operations and expected liquidity; the expected dollar amount of our share of the total sediment remediation project costs related to Thomson Reservoir; expectations regarding the development of forest carbon credits, carbon sequestration and other natural climate solution (NCS) markets and products and our position in the market for them; potential uses of our credit facility; expectations regarding debt obligations, interest payments, refinancing or paying off debt and compliance with our covenants under our financing agreements; maintenance of our investment grade credit rating; the timing of reflecting the impact of the One Big Beautiful Bill Act in our financial statements; expectations regarding the U.S. housing market and home repair and remodeling activity; the lumber and log markets and pricing; lumber shipment volumes; timber harvest volumes and timing; rural real estate and real estate development sales; sufficiency of cash and any necessary borrowings to meet future cash requirements; expected capital expenditures; expectations regarding our ability to capitalize on actions that governments and businesses are taking on climate change and their commitments towards reducing greenhouse gas emissions; and similar matters.
Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often involve use of words such as anticipates, believe, can, continue, could, estimated, expects, future, intends, long-term, may, near-term, ongoing, projected, tends, typically, will, or similar words or terminology. These forward-looking statements reflect our current views regarding future events based on estimates and assumptions and are therefore subject to known and unknown risks and uncertainties and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to:
For a discussion of some of the factors that may affect our business, results and prospects and a nonexclusive listing of forward-looking statements, refer to Cautionary Statement Regarding Forward-Looking Information on page 1 and Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. Investors should not interpret the disclosure of a risk to imply that the risk has not already materialized. Forward-looking statements contained in this report present our views only as of the date of this report. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of our views to reflect events or circumstances occurring after the date of this report.
Our Company
We are a leading timberland REIT with ownership of 2.1 million acres of timberland. We also own six sawmills, an industrial grade plywood mill, a residential and commercial real estate development business and a rural timberland sales program. Our operations are organized into three business segments: Timberlands, Wood Products and Real Estate. Our Timberlands segment supplies our Wood Products segment a portion of its wood fiber needs. Intersegment revenues due to these sales are based on prevailing market prices and represent a significant portion of the Timberlands segment’s total revenues. Our other segments generally do not generate intersegment revenues. In the discussion of our consolidated results of operations, our revenues and expenses are reported after elimination of intersegment revenues and expenses; however, in the Business Segment Results discussion below, each segment’s results, as applicable, are presented prior to these eliminations.
Our business segments have been and will continue to be influenced by a variety of factors, including U.S. tariff and trade policies, the U.S. housing market (including mortgage interest rates, home building activity and repair and remodel activity) duties and trade agreements, changes in timber prices and in harvest levels from our timberlands, competition, timberland valuations, demand for our non-strategic timberland, lumber prices, weather conditions, disruptions or inefficiencies in our supply chain including the availability of transportation, the efficiency and level of capacity utilization of our Wood Products manufacturing operations, changes in our principal expenses such as log costs, transportation costs, inflation, asset dispositions or acquisitions, impact of pandemics, fires at our Wood Product facilities or on our timberlands, other natural disasters, government regulation and enforcement actions, and other factors.
Some of the equipment, parts, and materials used in our operations are sourced from outside the United States. As a result, the imposition of tariffs on imported goods could lead to increased operating costs. Although our international sales are currently limited, the products manufactured by our Wood Products facilities are commodity-based and sensitive to global supply and demand fluctuations. Recent and ongoing U.S. trade policy actions have contributed to elevated macroeconomic uncertainty and reduced consumer confidence. These developments, along with potential retaliatory measures by other countries, as well as the outcomes of relevant executive orders and trade investigations, could influence supply and demand trends, increase our operating costs, and affect pricing for our products. While the long-term effects of these trade dynamics remain unclear, we are actively monitoring changes in the tariff environment. See Part II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 for a discussion regarding tariff-related risks.
Further, we believe global efforts to address climate change also present growth opportunities. As companies and governments pursue net-zero targets, we believe we are well positioned to provide products and services that support these goals through natural climate solution offerings, including selling or leasing land for renewable energy projects such as solar power generation facilities, supplying biomass for green energy, participating in forest carbon offset and carbon capture and storage projects, and emerging technologies that allow wood fiber to be used in applications ranging from biofuels to bioplastics.
23
Non-GAAP Measures
To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), we present certain non-GAAP measures on a consolidated basis, including Total Adjusted EBITDDA and Cash Available for Distribution (CAD), which are defined and further explained and reconciled to the nearest GAAP measure in the Liquidity and Performance Measures section below. The presentation of these non-GAAP financial measures should be considered only as supplemental to, and is not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Our definitions of these non-GAAP measures may differ from similarly titled measures and may not be comparable to other similarly titled non-GAAP measures presented by other companies due to potential inconsistencies in methods of calculation.
See Note 2: Segment Information in the Notes to the Condensed Consolidated Financial Statements for information related to the use of Adjusted EBITDDA for our segments.
Business and Economic Trends Affecting Our Operations
The performance of our Timberlands, Wood Products, and Real Estate segments is shaped by the cyclical nature of both the forest products and real estate industries. These cycles are influenced by seasonal weather patterns, broader economic conditions, and regional market dynamics, all of which continue to affect our operations and financial outcomes. Typically, log and pulpwood sales volumes are lower in the first half of the year due to weather-related challenges. In the Southern U.S., winter rains limit access to logging sites, while in the Northern U.S., the spring thaw has a similar effect, reducing harvesting activity. As a result, the third quarter tends to be our Timberlands segment's most productive period.
Timber demand is also closely tied to the broader needs for lumber, pulp, paper, and packaging, and is especially sensitive to trends in U.S. home construction and renovation. Regional differences also play a role in market behavior. For example, log markets in Idaho remain relatively balanced, while parts of the Southern U.S., which have historically been oversupplied, are now experiencing tighter supply conditions driven by increased mill capacity. This shift underscores the growing strategic importance of the Southern region in the North American timber market.
Macroeconomic factors, including interest rates and housing trends, continue to impact our business. Although the U.S. Federal Reserve cut benchmark interest rates in late 2024, mortgage rates remained elevated in the first half of 2025, averaging approximately 6.8%. Persistent economic strength, inflationary pressures, fiscal concerns, and global trade tensions contributed to housing affordability challenges and a moderation in new home construction and remodeling activity.
According to the U.S. Census Bureau, total privately-owned housing starts in June 2025 exceeded 1.3 million units (seasonally adjusted). Single-family starts averaged approximately 0.9 million units in the second quarter of 2025 (seasonally adjusted), slightly below both the first quarter of 2025 and the trailing 12-month average. Authorized building permits for single-family homes also averaged nearly 0.9 million units (seasonally adjusted), down slightly from the first quarter of 2025. Builder sentiment remains cautious amid elevated material costs, labor shortages, limited land availability, and economic policy uncertainty. The NAHB/Wells Fargo Housing Market Index reported builder confidence at 33 in July 2025, down from 40 in April 2025 but slightly above what was reported for June 2025.
Despite near-term headwinds, we remain optimistic about the long-term housing outlook. Structural undersupply, historically low inventory, and strong demographic demand, particularly from millennials entering prime home-buying years, are expected to support future growth.
The repair and remodel sector, the largest driver of lumber demand, slowed in 2024 but is projected to grow modestly through the first half of 2026. We believe favorable long-term fundamentals, including elevated home equity, aging housing stock, and homeowners choosing to upgrade existing homes rather than move into new homes, will continue to support demand for our products.
In our Timberlands segment, a significant portion of Idaho sawlog prices are indexed on a one-month lag to lumber prices. In the second quarter of 2025, sawlog prices in the Northern region increased year-over-year, primarily due to higher lumber prices. In the Southern region, timber price realization remained consistent with the second quarter of 2024. Total harvest volume for the Timberlands segment was 1.8 million tons, down from the second quarter of 2024 primarily due to less favorable Southern operating conditions and accelerated Northern harvest activity in the first quarter 2025 due to more favorable operating conditions. We expect to harvest 1.9 to 2.0 million tons during the third quarter of 2025, with approximately 80% from the Southern region.
In our Wood Products segment, demand is seasonal, with typically lower activity in winter and stronger demand from spring through fall, consistent with construction cycles. The second quarter of 2025 experienced improved results year-over-year, driven by higher lumber prices and increased shipments, particularly from our Waldo, Arkansas sawmill. The facility completed its ramp-up in early 2025 following the completion of its expansion and modernization project (the Modernization Project) late in the second quarter of 2024. We expect to ship between 310 and 320 million board feet of lumber during the third quarter of 2025.
Weather-related access limitations can impact the timing of rural real estate transactions. Our Real Estate segment experienced strong rural sales activity during the second quarter of 2025, benefiting from favorable demand, particularly for conservation and recreational purposes. Development real estate sales occur year-round and are influenced by neighborhood offerings, infrastructure completion and contractor availability. We expect to sell approximately 15,000 rural acres and 50 residential lots in Chenal Valley during the third quarter of 2025.
Consolidated Results
The following table sets forth changes in our Condensed Consolidated Statements of Operations. Our Business Segment Results provide a more detailed discussion of our segments:
Change
(45,686
(5,553
(43,141
(34,896
1,055
183
(42,086
(34,223
(3,600
28,670
(1,716
(3,490
(552
(1,104
764
703
(5,104
24,779
(1,220
(4,993
(6,324
19,786
Total Adjusted EBITDDA1
(51,148
(17,503
See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income (loss), the closest comparable GAAP measure, for each of the periods presented.
Second Quarter 2025 Compared with Second Quarter 2024
Revenues for the second quarter of 2025 totaled $275.0 million and reflect higher lumber prices and increased lumber shipments, primarily from our Waldo, Arkansas facility, and increased Northern sawlog prices. Despite these increases, revenues decreased $45.7 million compared to the second quarter of 2024, which included a $56.7 million sale of 34,100 acres of rural timberland to Forest Investment Associates (FIA) and a sale of 12 commercial acres in Chenal Valley. There were no similar large-scale rural real estate transactions or commercial acres sold in the second quarter of 2025.
Cost of goods sold decreased $43.1 million compared to the second quarter of 2024 largely due to fewer rural real estate acres sold (as the second quarter of 2024 included the 34,000 acre sale to FIA) and lower logging and hauling costs resulting from reduced harvest activity. The prior-year quarter also included additional depreciation related to sawmill equipment at the Waldo facility, which was removed following the completion of the Modernization Project. These decreases were partially offset by the impact of increased manufacturing costs associated with higher lumber shipments in our Wood Products segment.
Interest expense, net increased $1.7 million compared to the second quarter of 2024 primarily due to less interest income earned on lower average cash and cash equivalents held in interest bearing accounts.
Income taxes are primarily due to income or loss from our PotlatchDeltic taxable REIT subsidiaries (TRS). For the three months ended June 30, 2025, we recorded an income tax benefit of $3.5 million on TRS loss before tax of $14.3 million. For the three months ended June 30, 2024, we recorded an income tax benefit of $4.8 million on TRS loss before tax of $19.2 million.
Total Adjusted EBITDDA for the second quarter of 2025 decreased $51.1 million compared to the same period in 2024 primarily due to fewer rural real estate and commercial development acreage sold, and fewer sawlogs harvested. These decreases were partially offset by higher lumber prices and shipments along with higher Northern sawlog prices. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.
Year to Date 2025 Compared with Year to Date 2024
Revenues totaled $543.2 million for the period reflecting higher average lumber prices, increased lumber shipments, primarily from our Waldo, Arkansas facility, and higher Northern harvest volumes and prices. Despite these increases, revenues decreased $5.5 million compared to the first half of 2024, which included the 34,100 acres of rural timberland sold to FIA and the sale of 12 commercial acres in Chenal Valley.
Cost of goods sold decreased $34.9 million compared to the first half of 2024, mainly due to fewer rural real estate and commercial acres sold, and lower logging and hauling costs in the Southern region from lower harvest activities. The first half of 2024 also included additional depreciation on Waldo, Arkansas sawmill equipment that was removed upon completion of the Modernization Project. These impacts were partially offset by increased Northern harvest activities and increased lumber shipments, particularly at our Waldo, Arkansas sawmill.
During the first quarter of 2025, we accrued an additional $0.5 million related to our voluntary participation as a non-federal sponsor in a sediment contamination remediation project in Minnesota. Refer to Note 1: Basis of Presentation in the Notes to Condensed Consolidated Financial Statements for additional information.
Interest expense, net increased $3.5 million compared to the first half of 2024 primarily due to less interest income earned on lower average cash and cash equivalents held in interest bearing accounts.
Income taxes are primarily due to income or loss from our TRS. For the six months ended June 30, 2025, we recorded an income tax benefit of $3.9 million on TRS loss before tax of $16.9 million. For the six months ended June 30, 2024, we recorded an income tax benefit of $8.9 million on TRS loss before tax of $35.5 million.
Total Adjusted EBITDDA for the first half of 2025 decreased $17.5 million compared to the first half of 2024 primarily due to fewer rural real estate and commercial development acreage sold. The decrease in Total Adjusted EBITDDA was partially offset by higher lumber prices and increased shipments. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.
Business Segment Results
Timberlands Segment
Revenues1
2,862
12,363
Logging and hauling
(3,436
(823
956
2,597
2,697
(100
4,793
4,788
Timberlands Adjusted EBITDDA2
5,442
13,065
Prior to elimination of intersegment fiber revenues of $27.6 million and $27.4 million for the three months ended June 30, 2025 and 2024, $54.0 million and $52.0 million for the six months ended June 30, 2025 and 2024, respectively.
2.
Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements.
Timberlands Segment Statistics
Harvest Volumes (in tons)
Sawlog
339,282
359,311
(20,029
693,406
686,734
6,672
20,833
5,889
14,944
34,726
7,752
26,974
360,115
365,200
(5,085
728,132
694,486
33,646
671,230
729,107
(57,877
1,325,421
1,383,730
(58,309
494,918
495,948
(1,030
1,044,582
1,001,244
43,338
294,123
283,709
10,414
657,750
717,604
(59,854
1,460,271
1,508,764
(48,493
3,027,753
3,102,578
(74,825
Total harvest volume
1,820,386
1,873,964
(53,578
3,755,885
3,797,064
(41,179
Sales Price/Unit ($ per ton)1
113
130
108
54
53
46
31
Sawlog and pulpwood sales prices are on a delivered basis, which includes logging and hauling costs. Stumpage sales provide our customers the right to harvest standing timber. As such, the customer contracts the logging and hauling and bears such costs.
27
Timberlands Adjusted EBITDDA
The following table summarizes Timberlands Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:
Three Months
Six Months
Timberlands Adjusted EBITDDA - prior year
Sales price and mix
5,242
8,197
Harvest volume
(1,054
915
Logging and hauling costs per unit
1,695
2,349
Forest management, indirect and other
(441
1,604
Timberlands Adjusted EBITDDA - current year
Timberlands Adjusted EBITDDA for the second quarter of 2025 increased $5.4 million compared with the second quarter of 2024 primarily as a result of the following:
Timberlands Adjusted EBITDDA for the first half of 2025 increased $13.1 million compared with the first half of 2024 primarily as a result of the following:
Wood Products Segment
18,240
34,287
Costs and expenses1
Fiber costs
4,790
7,486
Freight, logging and hauling
1,237
3,563
Manufacturing costs
4,158
4,498
Finished goods inventory change
(145
(879
3,497
3,820
(323
6,850
7,529
(679
91
173
182
(9
Wood Products Adjusted EBITDDA2
8,528
20,307
Prior to elimination of intersegment fiber costs of $27.6 million and $27.4 million for the three months ended June 30, 2025 and 2024, $54.0 million and $52.0 million for the six months ended June 30, 2025 and 2024, respectively.
Wood Products Segment Statistics
Lumber shipments (MBF)1
302,915
285,650
17,265
592,725
556,798
35,927
Lumber sales prices ($ per MBF)
450
423
452
427
MBF stands for thousand board feet.
Wood Products Adjusted EBITDDA
The following table summarizes Wood Products Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:
Wood Products Adjusted EBITDDA - prior year
Lumber:
Price
7,463
13,959
Manufacturing costs per unit
1,849
2,995
Log costs per unit
1,565
3,557
Volume
(244
(112
Inventory charge
(2,289
(2,195
Residuals, panels and other
184
2,103
Wood Products Adjusted EBITDDA - current year
Wood Products Adjusted EBITDDA for the second quarter of 2025 increased $8.5 million compared to the second quarter of 2024 primarily as a result of the following:
29
Wood Products Adjusted EBITDDA for the first half of 2025 increased $20.3 million compared to the first half of 2024 primarily as a result of the following:
Real Estate Segment
(66,636
(50,152
Costs and expenses
241
7,447
388
1,879
1,908
(29
3,376
3,596
(220
Real Estate Adjusted EBITDDA1
(66,848
(50,320
Real Estate Segment Statistics
Rural Real Estate
Acres sold
7,457
43,121
14,500
44,922
Average price per acre
3,108
1,968
3,203
2,012
Development Real Estate
Residential lots
Average price per lot
102,222
112,721
106,214
117,280
Commercial acres
492,746
30
Real Estate Adjusted EBITDDA
The following table summarizes Real Estate Adjusted EBITDDA variances for the three and six months ended June 30, 2025 compared with the three and six months ended June 30, 2024:
Real Estate Adjusted EBITDDA - prior year
Rural real estate sales
(61,242
(43,390
Real estate development sales
(5,655
(7,011
220
Other costs, net
(139
Real Estate Adjusted EBITDDA - current year
Real Estate Adjusted EBITDDA for the second quarter of 2025 decreased $66.8 million compared to the second quarter of 2024 primarily as a result of the following:
Real Estate Adjusted EBITDDA for the first half of 2025 decreased $50.3 million compared to the first half of 2024 primarily as a result of the following:
Liquidity and Capital Resources
Cash generated by our operations is highly dependent on the selling prices and volumes of our products and can vary from period to period. Changes in significant sources and uses of cash for the six months ended June 30, 2025 and 2024 are presented by category as follows:
(26,559
42,994
(34,772
Net Cash Flows from Operating Activities
Net cash from operating activities decreased $26.6 million in the first half of 2025 compared to the first half of 2024 primarily as a result of the following:
Net Cash Flows from Investing Activities
Changes in cash flows from investing activities were primarily a result of the following:
Net Cash Flows from Financing Activities
Changes in cash flows from financing activities were primarily a result of the following:
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Future Sources and Uses of Cash
At June 30, 2025, we had cash and cash equivalents of $95.3 million. We expect cash and cash equivalents on hand, cash generated from our operating activities, and available borrowing capacity under our Credit Agreement, if needed, to be adequate to meet our future cash requirements. At June 30, 2025, there were no significant changes in our cash commitments arising in the normal course of business under our known contractual and other obligations as described in our Annual Report on Form 10-K for the year ended December 31, 2024.
Capital Expenditures
We invest cash in maintenance and discretionary capital expenditures at our Wood Products facilities. We also invest cash in the reforestation of timberlands and construction of roads in our Timberlands operations and to develop land in our Real Estate development operations. We evaluate discretionary capital improvements based on an expected level of return on investments. We expect to spend approximately $60.0 million to $65.0 million for capital expenditures during 2025, not including the final closeout payment of $6.6 million for the Waldo sawmill Modernization Project made in the first quarter of 2025.
On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, or through privately negotiated transactions. Subject to the terms of any trading plan, the 2022 Repurchase Program may be suspended, terminated or modified at any time for any reason.
Term Loans, Credit Agreement, and Interest Rate Swap Agreements
At June 30, 2025, our total outstanding long-term debt was $1.0 billion, all of which was drawn under an amended and restated credit agreement dated as of March 22, 2018 (Amended Term Loan Agreement) with our primary lender, AgWest Farm Credit, PCA (as successor in interest to Northwest Farm Credit Services, PCA). All interest rates on our outstanding long-term debt are fixed either under fixed-rate loans or variable-rate loans with an associated interest rate swap that fixes the variable benchmark interest rate component. At June 30, 2025, $127.5 million of our outstanding long-term debt was classified as current on our accompanying Condensed Consolidated Balance Sheets, consisting of a $100.0 million fixed-rate term loan that matures in August 2025 and a $27.5 million variable rate term loan that matures in February 2026. We intend to refinance the $100.0 million term loan upon maturity and are currently evaluating options to either refinance or payoff the $27.5 million term loan upon maturity. At June 30, 2025, we had a $75.0 million forward-starting interest rate swap, which we intend to utilize to fix the interest rate on the $100.0 million term loan refinancing in August.
We have a $300.0 million revolving line of credit with a syndicate of lenders, that matures February 14, 2027 (Amended Credit Agreement). Under the terms of the Amended Credit Agreement, the amount of available principal may be increased up to an additional $500.0 million. We may also utilize borrowings under the Amended Credit Agreement to, among other things, refinance existing indebtedness and provide funding for working capital requirements, capital projects, acquisitions, and other general corporate expenditures. At June 30, 2025, there were no borrowings under the revolving line of credit and approximately $0.6 million of the credit facility was utilized by outstanding letters of credit.
See Note 5: Debt and Note 6: Derivative Instruments in the Notes to the Condensed Consolidated Financial Statements for additional information on our debt, credit, and interest rate swap agreements.
Financial Covenants
The Amended Term Loan Agreement and Amended Credit Agreement (collectively referred to as the Financing Agreements) contain certain covenants that limit our ability and that of our subsidiaries to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates or change the nature of our business. The Financing Agreements also contain financial maintenance covenants including the maintenance of a minimum interest coverage ratio and a maximum leverage ratio as defined in the Financing Agreements. We are permitted to pay dividends to our stockholders under the terms of the Financing Agreements so long as we expect to remain in compliance with the financial maintenance covenants.
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The following table presents the components and applicable limits of Total Asset Value (TAV), a component of the Leverage Ratio, at June 30, 2025:
Estimated timberland fair value
5,174,666
Wood Products manufacturing facilities book basis (limited to 10% of TAV)
380,484
8,872
Total Asset Value
5,659,299
1
Includes, as applicable, Company Owned Life Insurance (limited to 5% of TAV), Construction in Progress (limited to 10% of TAV) and Investments in Affiliates (limited to 15% of TAV) as defined in the Financing Agreements.
As of June 30, 2025, we were in compliance with all covenants under the Financing Agreements. The following table sets forth the financial covenants for the Financing Agreements and our status with respect to these covenants at June 30, 2025:
Covenant Requirement
Actual
Interest Coverage Ratio
≥
3.00 to 1.00
7.0
Leverage Ratio
≤
40%
19%
Credit Ratings
Two major debt rating agencies routinely evaluate our debt, and our cost of borrowing can increase or decrease depending on our credit rating. Both Moody’s and S&P rate our debt as investment grade. There have been no changes in our credit rating during the three months ended June 30, 2025.
Capital Structure
Long-term debt (including current portion)
1,035,169
1,034,652
(95,277
(151,551
Net debt
939,892
883,101
Market capitalization1
2,965,464
3,088,347
Enterprise value
3,905,356
3,971,448
Net debt to enterprise value
24.1
22.2
Dividend yield2
4.7
4.6
Weighted-average cost of debt, after tax3
2.3
Market capitalization is based on outstanding shares of 77.3 million and 78.7 million times closing share prices of $38.37 and $39.25 at June 30, 2025 and December 31, 2024, respectively.
Dividend yield is based on annualized dividends per share of $1.80 and share prices of $38.37 and $39.25 at June 30, 2025 and December 31, 2024, respectively.
3.
Weighted-average cost of debt excludes deferred debt costs and credit facility fees and includes estimated annual patronage credit on term loan debt.
Liquidity and Performance Measures
The discussion below is presented to enhance the reader’s understanding of our operating performance, and our ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures: Total Adjusted EBITDDA and Cash Available for Distribution (CAD). These measures are not defined by GAAP and the discussion of Total Adjusted EBITDDA and CAD is not intended to conflict with or change any of the GAAP disclosures described herein. These non-GAAP financial measures should be considered only as supplemental to, and are not intended to be considered in isolation or as a substitute for, or superior to, financial measures prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may not be the same as or comparable to other similarly titled non-GAAP financial measures presented by other companies due to potential inconsistencies in methods of calculation.
Total Adjusted EBITDDA is a non-GAAP measure that management uses in evaluating performance and to allocate resources between segments. Total Adjusted EBITDDA removes the impact of specific items that management believes do not directly reflect the core business operations on an ongoing basis. Management believes that this non-GAAP measure, when read in conjunction with our GAAP financial statements, provides useful information to investors and other interested parties by facilitating the comparability of our ongoing operating results over the periods presented and the identification of trends in our underlying business. It also can be used to evaluate the operational performance of the assets under management and to compare our operating results against analyst financial models and against the operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.
34
We define EBITDDA as net income (loss) before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses.
We reconcile Total Adjusted EBITDDA to net income (loss) for the consolidated company as it is the most comparable GAAP measure.
The following table provides a reconciliation of net income to Total Adjusted EBITDDA for the respective periods:
(3,530
(4,750
(3,874
(8,867
351
(201
702
(402
(741
(535
168
We define CAD as cash from operating activities adjusted for capital spending for purchases of property, plant and equipment, timberlands reforestation and roads and timberland acquisitions not classified as strategic. Management believes CAD is a useful indicator of the company’s overall liquidity, as it provides a measure of cash generated that is available for dividends to common stockholders (an important factor in maintaining our REIT status), repurchase of the company’s common shares, debt repayment, acquisitions and other discretionary and nondiscretionary activities. Our definition of CAD is limited in that it does not solely represent residual cash flows available for discretionary expenditures since the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view CAD as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows. Our definition of CAD may be different from similarly titled measures reported by other companies, including those in our industry. CAD is not necessarily indicative of the CAD that may be generated in future periods.
The following table provides a reconciliation of net cash from operating activities to CAD:
Twelve Months Ended June 30,
Net cash from operating activities1, 2
161,911
199,363
Capital expenditures3
(27,460
(70,898
(77,558
(170,041
CAD
62,590
45,711
84,353
29,322
Net cash from investing activities4
(49,068
(140,758
(217,143
(195,038
Net cash from operating activities for the six and twelve months ended June 30, 2025, includes cash paid for real estate development expenditures of $6.1 million and $11.5 million, respectively. Net cash from operating activities for the six and twelve months ended June 30, 2024, includes cash paid for real estate development expenditures of $2.7 million and $9.9 million, respectively.
Net cash from operating activities for the six and twelve months ended June 30, 2025, excludes $13.9 million and $28.6 million, respectively, of interest rate swap proceeds classified as investing and financing activities. Net cash from operating activities for the six and twelve months ended June 30, 2024, excludes $15.0 million and $28.9 million, respectively, of interest rate swap proceeds classified as investing and financing activities.
The six and twelve months ended June 30, 2025, includes capital expenditures of $6.6 million and $26.5 million, respectively, related to the Waldo Modernization Project. The six and twelve months ended June 30, 2024, includes capital expenditures of $17.9 million and $92.1 million, respectively, related to the Waldo Modernization Project.
4.
Net cash from investing activities includes payment for capital expenditures and acquisition of non-strategic timber and timberlands, which is also included in our reconciliation of CAD.
35
Critical Accounting Policies and Estimates
There have been no significant changes during 2025 to our critical accounting policies or estimates as presented in our 2024 Annual Report on Form 10-K.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our market risk exposure on financial instruments includes interest rate risk on our bank credit facility, term loans and interest rate swap agreements and forward starting interest rate swap agreements. We are exposed to interest rate volatility on existing variable rate debt instruments and future incurrences of fixed or variable rate debt, which exposure primarily relates to movements in various interest rates. We use interest rate swaps and forward starting swaps to hedge our exposure to the impact of interest rate changes on existing debt and future debt issuances, respectively. All market risk sensitive instruments were entered into for purposes other than for trading purposes.
For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our Annual Report on Form 10-K for the year ended December 31, 2024. Our exposures to market risk have not changed materially since December 31, 2024.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act)), under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of June 30, 2025. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation, the CEO and CFO have concluded that these disclosure controls and procedures were effective as of June 30, 2025.
There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
Changes in Internal Control over Financial Reporting
No changes occurred in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Part II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We believe there is no pending or threatened litigation that could have a material adverse effect on our financial position, operations or liquidity.
SEC regulations require us to disclose certain information about proceedings arising under federal, state or local environmental provisions if we reasonably believe that such proceedings may result in monetary sanctions above a stated threshold. Pursuant to the SEC regulations, we use a threshold of $1 million or more for purposes of determining whether disclosure of any such proceedings is required.
ITEM 1A. RISK FACTORS
We do not believe there have been any material changes in the risk factors previously disclosed in Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024 and in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934 (the Exchange Act), or through privately negotiated transactions. During the three months ended June 30, 2025, we repurchased shares through a trading plan adopted in accordance with Rule 10b5-1 under the Exchange Act.
The following table provides information with respect to purchases of common stock made by the company during the three months ended June 30, 2025:
Common Share Purchases
Total Number of Shares Purchased
Average Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - April 30
105,000
39.87
81,668,856
May 1 - May 31
1,313,823
39.33
30,000,150
June 1 - June 30
1,418,823
39.37
At June 30, 2025, we had remaining authorization of $30.0 million for future stock repurchases under the 2022 Repurchase Program. We record share repurchases upon trade date as opposed to settlement date when cash is disbursed.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 Trading Plans
During the three months ended June 30, 2025, none of the company's officers or directors 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 6. EXHIBITS
EXHIBIT
NUMBER
DESCRIPTION
3.1*
Fourth Restated Certificate of Incorporation of the Registrant, effective May 1, 2023, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on May 4, 2023.
3.2*
Amended and Restated Bylaws of the Registrant, effective December 6, 2024, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on December 6, 2024.
See Exhibits 3.1 and 3.2. The registrant undertakes to furnish to the Commission, upon request, any instrument defining the rights of holders of long-term debt.
10.11
Eleventh amendment to Second Amended and Restated Term Loan Agreement dated May 1, 2025, by and among the Registrant and its wholly-owned subsidiaries as borrowers and AgWest Farm Credit, PCA (as successor in interest to Northwest Farm Credit Services, PCA), as Administrative Agent, the Guarantors party thereto, the Lenders party thereto, and the Voting Participants party thereto.
10.21
Second Amendment to Third Amended and Restated Credit Agreement dated as of May 1, 2025 by and among the Registrant and its wholly-owned subsidiaries as borrowers, KeyBank National Association as Administrative Agent, and the Lenders party thereto.
Rule 13a-14(a)/15d-14(a) Certifications.
Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350.
101
The following financial information from PotlatchDeltic Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed on August 1, 2025, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2025 and 2024, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended June 30, 2025 and 2024, (iii) the Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024, and (vi) the Notes to Condensed Consolidated Financial Statements.
Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).
* Incorporated by reference.
1 Document filed with this Form 10-Q.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
(Registrant)
By
/s/ GLEN F. SMITH
Glen F. Smith
Chief Accounting Officer
(Duly Authorized; Principal Accounting Officer)
Date:
August 1, 2025