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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 


 

FORM 10-Q

 

(Mark One)

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2003

 

OR

 

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

 

Commission file number 1-12147

 


 

DELTIC TIMBER CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

71-0795870

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

210 East Elm Street, P. O. Box 7200,

El Dorado, Arkansas

 

71731-7200

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (870) 881-9400

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class


 

Name of each exchange on which registered


Common Stock, $.01 Par Value

 

New York Stock Exchange, Inc.

Series A Participating Cumulative Preferred Stock Purchase Rights

 

New York Stock Exchange, Inc.

 

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, and (2) has been subject to such filing requirements for the past 90 days. Yes x     No ¨.

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes x     No ¨.

 

Number of shares of Common Stock, $.01 Par Value, outstanding at April 30, 2003, was 11,899,797.

 



Table of Contents

TABLE OF CONTENTS—FIRST QUARTER 2003 FORM 10-Q REPORT

 

         

Page Number


PART I — Financial Information

Item 1.

  

Financial Statements

  

3

Item 2.

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

14

Item 3.

  

Quantitative and Qualitative Disclosures About Market Risk

  

18

Item 4.

  

Controls and Procedures

  

18

PART II — Other Information

Item 1.

  

Legal Proceedings

  

19

Item 2.

  

Changes in Securities and Use of Proceeds

  

19

Item 3.

  

Defaults Upon Senior Securities

  

19

Item 4.

  

Submission of Matters to a Vote of Security Holders

  

19

Item 5.

  

Other Information

  

19

Item 6.

  

Exhibits and Reports on Form 8-K

  

19

Signatures

  

20

Certifications

  

21

 

 

2


Table of Contents

 

PART I—FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

    Consolidated Balance Sheets    

(Thousands of dollars)

 

    

March 31, 2003


    

Dec. 31, 2002


 
    

(unaudited)

        

Assets

               

Current assets

               

Cash and cash equivalents

  

$

837

 

  

1,057

 

Trade accounts receivable—net

  

 

4,941

 

  

3,230

 

Other receivables

  

 

2,279

 

  

2,321

 

Inventories

  

 

5,890

 

  

6,257

 

Prepaid expenses and other current assets

  

 

1,451

 

  

1,607

 

    


  

Total current assets

  

 

15,398

 

  

14,472

 

Investment in real estate held for development and sale

  

 

40,930

 

  

42,551

 

Other investments and noncurrent receivables

  

 

2,573

 

  

2,558

 

Timber and timberlands—net

  

 

218,751

 

  

209,317

 

Property, plant, and equipment—net

  

 

38,505

 

  

39,572

 

Deferred charges and other assets

  

 

1,772

 

  

2,076

 

    


  

Total assets

  

$

317,929

 

  

310,546

 

    


  

Liabilities and Stockholders’ Equity

               

Current liabilities

               

Current maturities of long-term debt

  

$

64

 

  

70

 

Notes payable

  

 

122

 

  

—  

 

Trade accounts payable

  

 

1,691

 

  

3,316

 

Accrued taxes other than income taxes

  

 

1,506

 

  

1,194

 

Bank overdraft

  

 

609

 

  

913

 

Income taxes payable

  

 

771

 

  

—  

 

Deferred revenues and other accrued liabilities

  

 

6,573

 

  

6,854

 

    


  

Total current liabilities

  

 

11,336

 

  

12,347

 

Long-term debt

  

 

124,104

 

  

116,120

 

Deferred tax liabilities—net

  

 

11,857

 

  

11,955

 

Other noncurrent liabilities

  

 

7,548

 

  

7,162

 

Stockholders’ equity

               

Cumulative preferred stock—$.01 par, authorized 20,000,000 shares, zero shares issued

  

 

—  

 

  

—  

 

Common stock—$.01 par, authorized 50,000,000 shares, 12,813,879 shares issued

  

 

128

 

  

128

 

Capital in excess of par value

  

 

69,075

 

  

69,075

 

Retained earnings

  

 

114,635

 

  

114,165

 

Unamortized restricted stock awards

  

 

(104

)

  

(133

)

Treasury stock

  

 

(20,650

)

  

(20,273

)

    


  

Total stockholders’ equity

  

 

163,084

 

  

162,962

 

    


  

Total liabilities and stockholders’ equity

  

$

317,929

 

  

310,546

 

    


  

 

See accompanying notes to consolidated financial statements.

 

 

3


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

            Three Months Ended March 31,            

(Thousands of dollars, except per share amounts)

 

    

2003


    

2002


 

Net sales

  

$

32,429

 

  

27,095

 

    


  

Costs and expenses

               

Cost of sales

  

 

21,558

 

  

15,047

 

Depreciation, amortization, and cost of fee timber harvested

  

 

3,532

 

  

5,264

 

General and administrative expenses

  

 

1,900

 

  

2,047

 

    


  

Total costs and expenses

  

 

26,990

 

  

22,358

 

    


  

Operating income

  

 

5,439

 

  

4,737

 

Equity in Del-Tin Fiber

  

 

(1,845

)

  

(2,393

)

Interest income

  

 

28

 

  

36

 

Interest and other debt expense

  

 

(1,623

)

  

(1,148

)

Other income/(expense)

  

 

45

 

  

144

 

    


  

Income before income taxes

  

 

2,044

 

  

1,376

 

Income taxes

  

 

(830

)

  

(555

)

    


  

Net income

  

$

1,214

 

  

821

 

    


  

Earnings per common share

               

Basic

  

$

.10

 

  

.02

 

Assuming dilution

  

$

.10

 

  

.02

 

Dividends declared per common share

  

$

.0625

 

  

.0625

 

    


  

Average common shares outstanding (thousands)

  

 

11,907

 

  

11,897

 

    


  

 

See accompanying notes to consolidated financial statements.

 

4


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

              Three Months Ended March 31,              

(Thousands of dollars)

 

    

2003


    

2002


 

Operating activities

               

Net income

  

$

1,214

 

  

821

 

Adjustments to reconcile net income to net cash provided/(required) by operating activities

               

Depreciation, amortization, and cost of fee timber harvested

  

 

3,532

 

  

5,264

 

Deferred income taxes

  

 

(98

)

  

292

 

Real estate costs recovered upon sale

  

 

2,605

 

  

870

 

Timberland costs recovered upon sale

  

 

330

 

  

104

 

Equity in Del-Tin Fiber

  

 

1,845

 

  

2,393

 

Net increase/(decrease) in provisions for pension and other postretirement benefits

  

 

493

 

  

304

 

(Increase)/decrease in operating working capital other than cash and cash equivalents

  

 

(1,674

)

  

253

 

Other—net

  

 

18

 

  

339

 

    


  

Net cash provided/(required) by operating activities

  

 

8,265

 

  

10,640

 

    


  

Investing activities

               

Capital expenditures requiring cash

  

 

(12,725

)

  

(4,071

)

Net change in purchased stumpage inventory

  

 

(840

)

  

(611

)

Advances to Del-Tin Fiber

  

 

(1,845

)

  

(2,749

)

(Increase)/decrease in funds held by trustee

  

 

(29

)

  

(107

)

Other—net

  

 

279

 

  

246

 

    


  

Net cash provided/(required) by investing activities

  

 

(15,160

)

  

(7,292

)

    


  

Financing activities

               

Proceeds from borrowings

  

 

11,324

 

  

—  

 

Repayments of notes payable and long-term debt

  

 

(3,224

)

  

(6,026

)

Treasury stock purchases

  

 

(377

)

  

—  

 

Increase/(decrease) in bank overdraft

  

 

(304

)

  

—  

 

Preferred stock dividends paid

  

 

—  

 

  

(566

)

Common stock dividends paid

  

 

(744

)

  

(744

)

Other—net

  

 

—  

 

  

331

 

    


  

Net cash provided/(required) by financing activities

  

 

6,675

 

  

(7,005

)

    


  

Net increase/(decrease) in cash and cash equivalents

  

 

(220

)

  

(3,657

)

Cash and cash equivalents at January 1

  

 

1,057

 

  

6,122

 

    


  

Cash and cash equivalents at March 31

  

$

837

 

  

2,465

 

    


  

 

See accompanying notes to consolidated financial statements.

 

5


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity (Unaudited)

                    Three Months Ended March 31,                    

(Thousands of dollars)

 

    

2003


    

2002


 

Cumulative preferred stock—$.01 par, authorized
20,000,000 shares, zero and 600,000 shares issued as
redeemable preferred stock in 2003 and 2002

  

$

—  

 

  

—  

 

    


  

Common stock—$.01 par, authorized 50,000,000 shares,
12,813,879 shares issued in 2002 and 2001

  

 

128

 

  

128

 

    


  

Capital in excess of par value

               

Balance at beginning of year

  

 

69,075

 

  

68,766

 

Exercise of stock options

  

 

—  

 

  

58

 

Tax benefits on stock options

  

 

—  

 

  

34

 

    


  

Balance at end of period

  

 

69,075

 

  

68,858

 

    


  

Retained earnings

               

Balance at beginning of year

  

 

114,165

 

  

133,034

 

Net income

  

 

1,214

 

  

821

 

Preferred stock dividends

  

 

—  

 

  

(566

)

Common stock dividends

  

 

(744

)

  

(744

)

    


  

Balance at end of period

  

 

114,635

 

  

132,545

 

    


  

Unamortized restricted stock awards

               

Balance at beginning of year

  

 

(133

)

  

(264

)

Stock awards

  

 

—  

 

  

—  

 

Amortization to expense

  

 

29

 

  

45

 

    


  

Balance at end of period

  

 

(104

)

  

(219

)

    


  

Treasury stock

               

Balance at beginning of year—898,175 and 925,725 shares, respectively

  

 

(20,273

)

  

(20,865

)

Shares purchased—15,907 shares in 2003

  

 

(377

)

  

—  

 

Shares issued for incentive plans—21,175 shares in 2002

  

 

—  

 

  

477

 

    


  

Balance at end of period—914,082 and 904,550 shares, respectively

  

 

(20,650

)

  

(20,388

)

    


  

Total stockholders’ equity

  

$

163,084

 

  

180,924

 

    


  

 

See accompanying notes to consolidated financial statements.

 

6


Table of Contents

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

                         March 31, 2003                         

(Unaudited, except for December 31, 2002)

 

Note 1 – Interim Financial Statements

 

The interim financial information included herein is unaudited; however, such information reflects all adjustments which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods. All such adjustments are of a normal, recurring nature. The results of operations for the first three months of the year are not necessarily indicative of the results of operations which might be expected for the entire year.

 

The financial statements in Deltic’s 2002 annual report on Form 10-K include a summary of significant accounting policies of the Company and should be read in conjunction with this Form 10-Q. Certain prior period amounts have been reclassified to conform with 2003 presentation format.

 

Note 2 – Earnings per Common Share

 

The amounts used in computing earnings per share consisted of the following:

 

    

Three Months Ended March 31,


 

(Thousands, except per share amounts)

  

2003


  

2002


 

Income from continuing operations

  

$

1,214

  

821

 

Less preferred dividends

  

 

—  

  

(566

)

    

  

Income available to common shareholders

  

$

1,214

  

255

 

    

  

Weighted average number of common shares used in basic EPS

  

 

11,907

  

11,897

 

Effect of dilutive stock options

  

 

19

  

46

 

    

  

Weighted average number of common shares and dilutive potential common stock used in EPS assuming dilution

  

 

11,926

  

11,943

 

    

  

Earnings per common share

             

Basic

  

$

.10

  

.02

 

Assuming dilution

  

$

.10

  

.02

 

 

Note 3 – Stock-Based Compensation

 

Deltic has a stock-based compensation plan for which the Company applies the recognition and measurement principles of APB 25, Accounting for Stock Issued to Employees, and related interpretations in accounting for those plans. Stock-based employee compensation expense is accrued for the intrinsic value, if any, of stock options or restricted stock granted over the applicable vesting periods using the straight-line method. Options granted by the Company have an exercise price equal to the market value of the underlying common stock on the date of grant.

 

7


Table of Contents

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

                         March 31, 2003                         

(Unaudited, except for December 31, 2002)

 

 

Note 3 – Stock-Based Compensation (cont.)

 

The effect on net income/(loss) and earnings per share if the Company had applied the fair value recognition provisions of the Financial Accounting Standards Board’s Statement of Financial Accounting Standards (“SFAS”) 123, Accounting for Stock-Based Compensation, consisted of the following:

 

    

Three Months Ended March 31,


 

(Thousands of dollars, except per share amounts)

  

2003


    

2002


 

Net income/(loss), as reported

  

$

1,214

 

  

821

 

Plus total stock-based compensation expense determined under the intrinsic value method for awards, net of related tax effects, included in the determination of net income

  

 

70

 

  

56

 

Less pro forma total stock-based compensation expense determined under the fair value method for all awards, net of related tax effects

  

 

(218

)

  

(409

)

    


  

Pro forma net income/(loss)

  

$

1,066

 

  

    468

 

    


  

Basic earnings per share

               

As reported

  

$

.10

 

  

.02

 

Pro forma

  

 

.09

 

  

.01

 

Dilutive earnings per share

               

As reported

  

$

.10

 

  

.02

 

Pro forma

  

 

.09

 

  

.01

 

 

For the pro forma net income calculation in the preceding table, the fair value of each option on the date of grant was estimated using the Black-Scholes option-pricing model and the following assumptions for awards in 2003 and 2002, respectively: dividend yields of 1.02 percent and 1.06 percent; expected volatilty of 32.69 percent and 31.19 percent; risk-free interest rates of 2.86 percent and 4.37 percent; and expected lives of five years. Using these assumptions, the weighted average grant-date fair value per share of options granted in 2003 and 2002 was $7.35 and $9.26, respectively.

 

Note 4 – Inventories

 

Inventories at the balance sheet dates consisted of the following:

 

(Thousands of dollars)

  

Mar. 31, 2003


  

Dec. 31, 2002


Logs

  

$

1,032

  

1,313

Lumber

  

 

4,551

  

4,630

Materials and supplies

  

 

307

  

314

    

  
    

$

5,890

  

      6,257

    

  

 

8


Table of Contents

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

                         March 31, 2003                         

(Unaudited, except for December 31, 2002)

 

 

Note 5 – Investment in Del-Tin Fiber

 

Deltic owns 50 percent of the membership interest of Del-Tin Fiber, which completed construction and commenced production operations of a medium density fiberboard (“MDF”) plant near El Dorado, Arkansas, during 1998. On April 25, 2002, Deltic announced that Banc One Capital Markets, Inc. had been retained as financial advisor to assist in the evaluation of strategic alternatives for the Company’s investment in Del-Tin Fiber. In January 2003, Deltic announced in its fourth quarter earnings news release that following a review of these strategic alternatives, it was determined that the MDF business did not represent a growth area for the Company. Consequently, the Company intends to exit this business upon the earliest, reasonable opportunity provided by the market. As a result of this decision, the Company’s evaluation of possible impairment of the carrying value of its investment in the equity method investee, as required by APB 18, resulted in a determination that the Company’s investment was impaired as of December 31, 2002, and the carrying amount of such investment was written off, to zero, in the fourth quarter of 2002. The write-off amounted to $18,723,000. In performing this impairment evaluation, the Company’s management made a number of estimates and assumptions related to the timing of the sale of its ownership interest, the expected selling price for its interest, future operating results for Del-Tin Fiber, and the ability to refinance the joint-venture’s long-term debt. It is reasonably possible that a change in these estimates and assumptions might occur, which could have a material impact on the Company’s future financial statements. Due to the Company’s commitment to fund its share of any of the facility’s operating working capital needs until the facility is able to consistently generate sufficient funds to meet its cash requirements or Deltic’s ownership interest in the facility is sold, the Company will continue to recognize losses related to Del-Tin Fiber to the extent of these advances. As a result of the Company’s determination that the investment carrying value was impaired and the subsequent write-off of such carrying value, to the extent no recoverable value is determined to be warranted, the Company is expensing, as equity in Del-Tin Fiber, all cash advances, in excess of the sinking fund requirement for 2003, made to the facility since December 31, 2002. A liability representing the Company’s share of this sinking fund requirement, in the amount of $4,478,000, was accrued as of December 31, 2002. Therefore, the amount of Equity in Del-Tin Fiber reported on the Company’s Consolidated Statements of Income is not equal to 50 percent of the facility’s reported operating results for the period. Based on the operating results of Del-Tin Fiber, the amount of the Company’s equity loss would have been $1,570,000 for the first three months of 2003 versus the $1,845,000 actually reported. The management of Del-Tin Fiber has performed evaluations of possible impairment of the long-lived assets of the plant in accordance with SFAS 121 and/or 144, as applicable. To-date, these analyses have indicated that no impairment exists at the Del-Tin Fiber level.

 

The maximum potential amount of future payments that could be required of the Company under current contractual guarantees is limited to $17,500,000 committed under the contingent equity agreement. However, with the Company currently funding its share of Del-Tin Fiber’s sinking fund contribution on a voluntary basis, potential future payments are estimated at approximately $36,568,000 if the Company is not able to refinance the facility’s long-term debt and has not sold its ownership interest by the end of 2005.

 

9


Table of Contents

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

                         March 31, 2003                         

(Unaudited, except for December 31, 2002)

 

 

Note 5 – Investment in Del-Tin Fiber (cont.)

 

The financial position for Del-Tin Fiber as of the balance sheet dates and results of operations for the three months ended March 31 consisted of the following:

 

(Thousands of dollars)

  

Mar. 31,
2003


    

Dec. 31,
2002


 

Condensed Balance Sheet Information

               

Current assets

  

$

6,753

 

  

5,874

 

Debt service reserve funds

  

 

3,494

 

  

3,485

 

Bond sinking funds

  

 

16,141

 

  

13,950

 

Property, plant, and equipment—net

  

 

97,700

 

  

98,230

 

Other noncurrent assets

  

 

675

 

  

736

 

    


  

Total assets

  

$

124,763

 

  

122,275

 

    


  

Current liabilities

  

$

3,924

 

  

4,407

 

Long-term debt

  

 

89,000

 

  

89,000

 

Other noncurrent liabilities

  

 

15

 

  

3

 

Members’ capital/(deficit)

  

 

31,824

 

  

28,865

 

    


  

Total liabilities and members’ capital/(deficit)

  

$

124,763

 

  

122,275

 

    


  

    

Three Months Ended
March 31,


 

(Thousands of dollars)

  

2003


    

2002


 

Condensed Income Statement Information

               

Net sales

  

$

10,255

 

  

7,825

 

    


  

Costs and expenses

               

Cost of sales

  

 

10,851

 

  

9,969

 

Depreciation

  

 

1,237

 

  

975

 

General and administrative expenses

  

 

506

 

  

436

 

    


  

Total costs and expenses

  

 

12,594

 

  

11,380

 

    


  

Operating income/(loss)

  

 

(2,339

)

  

(3,555

)

Interest income

  

 

31

 

  

30

 

Interest and other debt expense

  

 

(832

)

  

(1,260

)

    


  

Net income/(loss)

  

 

(3,140

)

  

(4,785

)

Other comprehensive income

  

 

—  

 

  

360

 

    


  

Comprehensive income/(loss)

  

$

(3,140

)

  

(4,425

)

    


  

 

10


Table of Contents

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

                         March 31, 2003                         

(Unaudited, except for December 31, 2002)

 

 

Note 6 – Timber and Timberlands

 

Timber and timberlands at the balance sheet dates consisted of the following:

 

(Thousands of dollars)

  

Mar. 31, 2003


    

Dec. 31, 2002


 

Purchased stumpage inventory

  

$

8,328

 

  

7,488

 

Timberlands

  

 

78,643

 

  

76,772

 

Fee timber

  

 

191,380

 

  

182,906

 

Logging facilities

  

 

1,721

 

  

1,782

 

    


  

    

 

280,072

 

  

268,948

 

Less accumulated costs of fee timber harvested and facilities depreciation

  

 

(61,321

)

  

(59,631

)

    


  

    

$

218,751

 

  

209,317

 

    


  

 

Note 7 – Property, Plant, and Equipment

 

Property, plant, and equipment at the balance sheet dates consisted of the following:

 

(Thousands of dollars)

  

Mar. 31, 2003


    

Dec. 31, 2002


 

Land

  

$

125

 

  

125

 

Land improvements

  

 

4,070

 

  

4,070

 

Buildings and structures

  

 

4,810

 

  

4,801

 

Machinery and equipment

  

 

77,400

 

  

76,847

 

    


  

    

 

86,405

 

  

85,843

 

Less accumulated depreciation

  

 

(47,900

)

  

(46,271

)

    


  

    

$

38,505

 

  

39,572

 

    


  

 

11


Table of Contents

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

                         March 31, 2003                         

(Unaudited, except for December 31, 2002)

 

 

Note 8 – Supplemental Cash Flow Disclosures

 

A net income tax refund of $49,000 was received in the 2003 period, while income taxes paid, net of refunds, was $251,000 in the 2002 period. Interest paid, net of amounts capitalized, was $305,000 and $449,000 in the first three months of 2003 and 2002, respectively.

 

(Increases)/decreases in operating working capital, other than cash and cash equivalents, for the three months ended March 31 consisted of the following:

 

(Thousands of dollars)

  

2003


    

2002


 

Trade accounts receivable

  

$

(1,767

)

  

(933

)

Other receivables

  

 

51

 

  

37

 

Inventories

  

 

367

 

  

1,385

 

Prepaid expenses and other current assets

  

 

157

 

  

(114

)

Trade accounts payable

  

 

(1,433

)

  

(1,002

)

Deferred revenues and other accrued liabilities

  

 

951

 

  

880

 

    


  

    

$

(1,674

)

  

253

 

    


  

 

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Table of Contents

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

                         March 31, 2003                         

(Unaudited, except for December 31, 2002)

 

 

Note 9 – Business Segments

 

Information about the Company’s business segments consisted of the following:

 

    

Three Months Ended March 31,


 

(Thousands of dollars)

  

2003


    

2002


 

Net sales

               

Woodlands

  

$

9,095

 

  

12,133

 

Mills

  

 

19,269

 

  

17,874

 

Real Estate

  

 

7,852

 

  

2,567

 

Eliminations*

  

 

(3,787

)

  

(5,479

)

    


  

    

$

32,429

 

  

27,095

 

    


  

Income before income taxes

               

Operating income

               

Woodlands

  

$

5,859

 

  

7,252

 

Mills

  

 

(2,286

)

  

(1,204

)

Real Estate

  

 

3,422

 

  

203

 

Corporate

  

 

(1,635

)

  

(1,829

)

Eliminations

  

 

79

 

  

315

 

    


  

Operating income

  

 

5,439

 

  

4,737

 

Equity in Del-Tin Fiber

  

 

(1,845

)

  

(2,393

)

Interest income

  

 

28

 

  

36

 

Interest and other debt expense

  

 

(1,623

)

  

(1,148

)

Other income/(expense)

  

 

45

 

  

144

 

    


  

    

$

2,044

 

  

1,376

 

    


  

Depreciation, amortization, and cost of fee timber harvested

               

Woodlands

  

$

1,901

 

  

3,722

 

Mills

  

 

1,483

 

  

1,401

 

Real Estate

  

 

128

 

  

99

 

Corporate

  

 

20

 

  

42

 

    


  

    

$

3,532

 

  

5,264

 

    


  

Capital expenditures

               

Woodlands

  

$

10,782

 

  

931

 

Mills

  

 

346

 

  

741

 

Real Estate

  

 

1,539

 

  

2,383

 

Corporate

  

 

58

 

  

16

 

    


  

    

$

12,725

 

  

4,071

 

    


  

 

*Intersegment sales of timber from Woodlands to Mills.

 

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Table of Contents

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Results of Operations

 

Net income for the first quarter of 2003 was $1.2 million, $.10 a share, compared to first quarter 2002 earnings of $.8 million, $.02 a share after preferred dividends. Net sales for the current quarter totaled $32.4 million, an increase of $5.3 million when compared to the prior-year quarter. Operating income for the first quarter of 2003 was $5.4 million compared to $4.7 million for the corresponding quarter of 2002. Net cash provided by operating activities decreased $2.3 million, from $10.6 million in 2002 to $8.3 million for the 2003 period.

 

Operating income for the first quarter of 2003 increased $.7 million when compared to the first quarter of 2002. The Woodlands segment decreased $1.4 million due primarily to reduced pine sawtimber sales which resulted from a planned 31 percent decrease in harvest levels. Mills segment operating results decreased $1.1 million from the same period of 2002 as lumber sales price decreased six percent while the Company managed to lower its lumber production cost per thousand board feet (“MBF”) by two percent. Operating income for Real Estate segment operations improved $3.2 million from a year ago due to an increase in commercial development acreage sold, an increase in the number of residential lots sold, and an increase in the average sales price of residential lots due to sales mix.

 

The Woodlands segment reported net sales of $9.1 million for the current quarter compared to $12.1 million a year ago. Due to the completion, during 2002, of the Company’s three-year harvest plan for previously acquired well-stocked timberland acreage, pine sawtimber harvest levels decreased 31 percent to 178,030 tons. This reduction, combined with a $3 per ton drop in sales price to $39 per ton, resulted in a decrease in pine sawtimber sales of $3.7 million. Sales of 1,186 acres of timberland produced revenues of $1.3 million in the current period, while sales of 328 acres generated $.5 million in the prior-year period. Operating income was $5.8 million in the first quarter of 2003, a decrease of $1.4 million when compared to first quarter 2002 operating income of $7.2 million, resulting primarily from the decrease in net sales, partially offset by a $1.8 million reduction in the cost of fee timber harvested.

 

Mills operations’ net sales for the first quarter of 2003 were $19.3 million compared to $17.9 million for 2002’s first quarter. Finished lumber sales increased $1.2 million due to a 14 percent increase in sales volume to 56.3 million board feet (“MMBF”) resulting from improved efficiencies at the Company’s mills. Average lumber sales price for the current quarter was $291 per MBF, six percent lower than a year ago. An operating loss of $2.3 million was reported for the first quarter of 2003, which compares to a loss of $1.2 million for the 2002 period. The increased loss of $1.1 million was due primarily to the increased negative margin of $17/MBF realized on lumber sales as a result of prices dropping more rapidly than the Company was able to reduce manufacturing cost, combined with the increase in sales volume.

 

The Real Estate segment recorded net sales of $7.8 million in 2003 compared to $2.6 million in 2002. The 2003 period benefited from commercial acreage sales of approximately 29 acres for $3.6 million, while there were no commercial sales in the 2002 period. Residential lot sales increased by 21 lots to 47 in the current quarter, while the average sales price increased $9,200 per lot to $69,200 due to the sales mix. Operating income increased $3.2 million, to $3.4 million, due primarily to the increase in sales activity.

 

Corporate operating expense was $1.6 million in the first quarter of 2003, which compares to $1.8 million for the same quarter of 2002. The improvement was primarily the result of lower general and administrative expenses related to the Company’s incentive plan. Equity in Del-Tin Fiber recorded by the Company (which following the write-off of the carrying amount of the Company’s investment in the facility based on the determination to exit the business upon the earliest, reasonable opportunity, represents the

 

14


Table of Contents

amount of advances to the facility) was $1.8 million compared to its equity share of the plant’s losses of $2.4 million a year ago. (For additional information about Del-Tin Fiber’s operations, refer to Note 5 to the consolidated financial statements.) Interest expense was $.5 million higher than 2002’s first quarter due to an increase in long-term debt resulting from redemption of the Company’s preferred stock at the end of 2002 and timberland acquisitions made during the first quarter of 2003. Income tax expense was $.8 million, which compares to $.6 million for 2002’s first quarter.

 

The increase in the Company’s earnings per share from $.02 a share in the first quarter of 2002 to $.10 a share for the current-year quarter is the result of the $.4 million increase in net income combined with the increase in earnings available to common shareholders due to the redemption of Deltic’s preferred stock at the end of 2002. The non-deductible carrying cost of the dividends on these preferred shares was 7.54 percent. While a portion of the Company’s increase in interest expense is directly related to the borrowings incurred to accomplish the redemption, the interest rate on this new fixed-interest rate debt of 6.01 percent results in a net decrease in carrying cost. In addition, this interest expense is tax deductible, which represents an additional net benefit of the debt versus preferred stock.

 

Financial Condition

 

Net cash provided by operating activities totaled $8.3 million during the first quarter of 2003 compared to $10.6 million a year ago. Changes in operating working capital, other than cash and cash equivalents, required cash of $1.7 million for the first three months of 2003, but provided cash of $.3 million for the corresponding period of 2002.

 

Capital expenditures required cash of $12.7 million in the current quarter, of which $10.2 million was for timberland acquisitions, and $4.1 million in the prior year. Capital expenditures requiring cash, by segment, consisted of the following:

 

    

Three Months Ended
March 31,


(Thousands of dollars)

  

2003


  

2002


Woodlands

  

$

10,782

  

931

Mills

  

 

346

  

741

Real Estate

  

 

1,539

  

2,383

Corporate

  

 

58

  

16

    

  

Capital expenditures requiring cash

  

$

12,725

  

      4,071

    

  

 

The net change in purchased stumpage inventory to be utilized in the Company’s sawmill operations required cash of $.8 million in 2003 and $.6 million in 2002. The Company advanced Del-Tin Fiber $1.8 million during the current quarter and $2.7 million during the corresponding quarter of 2002.

 

The Company borrowed $11.3 million and made repayments of debt of $3.2 million during the first quarter of 2003 compared to debt repayments of $6 million in 2002. During the current year, purchases of treasury stock utilized $.4 million and the decrease in the bank overdraft was $.3 million. Deltic paid dividends on common stock of $.7 million in both 2003 and 2002. In the prior-year period, the Company paid dividends for preferred stock of $.6 million

 

These net uses of funds during the first quarter of 2003 resulted in a $.2 million decrease in the Company’s cash and cash equivalents since December 31, 2002.

 

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Table of Contents

 

During December 2000, the Company’s Board of Directors authorized a stock repurchase program of up to $10 million of its common stock. Under this program, the Company can purchase shares through the open market and privately negotiated transactions at prices deemed appropriate by Deltic’s management. As of March 31, 2003, the Company had expended $2.1 million under this program, with the purchase of 96,206 shares at an average cost of $22.34 per share, of which 15,907 shares at an average cost of $23.73 were purchased during the first quarter of 2003.

 

The Company has agreed to a contingent equity contribution agreement with Del-Tin Fiber and the group of banks from whom Del-Tin Fiber has obtained its $89 million credit facility. Under this agreement, Deltic and the other 50 percent owner of the joint venture have agreed to fund any deficiency in contributions to either Del-Tin Fiber’s required sinking fund or debt service reserve, up to a cumulative total of $17.5 million for each owner. In addition, each owner has committed to a production support agreement, under which each owner has agreed to make support obligation payments to Del-Tin Fiber to provide, on the occurrence of certain events, additional funds for payment of debt service until the plant is able to successfully complete a minimum production test. Both owners have agreed to fund any operating working capital needs until the facility is able to consistently generate sufficient funds to meet its cash requirements. On January 22, 2003, Deltic announced that it was writing-off its investment in Del-Tin Fiber as of December 31, 2002, and that it intended to exit the medium density fiberboard business upon the earliest, reasonable opportunity provided by the market. However, the Company’s contingent obligations are not reduced as a result of the write-off. Due to the probable requirement for Deltic to advance to Del-Tin Fiber amounts equal to its share of the facility’s remaining 2003 quarterly sinking fund obligation, based on the plant’s 2003 cash flow projections, the Company has a related liability recorded in its accounts, equal to $3,143,000 at March 31, 2003. However, an additional amount could be accrued if the Company is not able to refinance the facility’s long-term debt and has not sold its ownership interest within the timeframe considered in the current evaluation.

 

Deltic’s management believes that cash provided from its operations and the remaining amount available under its credit facility will be sufficient to meet its expected cash needs and planned expenditures, including those of the Company’s continued timberland acquisition and stock repurchase programs, additional advances to Del-Tin Fiber, and capital expenditures, for the foreseeable future.

 

Statements included herein that are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” within the meaning of the federal securities laws. Such statements reflect the Company’s current expectations and involve risks and uncertainties. Actual results could differ materially from those included in such forward-looking statements. Factors that could cause such differences include, but are not limited to, the cyclical nature of the industry, changes in interest rates and general economic conditions, adverse weather, cost and availability of materials used to manufacture the Company’s products, and the risk factors described from time to time in the reports and disclosure documents filed by the Company with the Securities and Exchange Commission.

 

Critical Accounting Policies and Estimates

 

Critical accounting policies are defined as those that are reflective of significant judgements and uncertainties and potentially result in materially different results under different assumptions and conditions. The Company has prepared its consolidated financial statements in conformity with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect the reported amounts in these financial statements and accompanying notes. Actual results could differ from those estimates under different assumptions or conditions. The Company has disclosed its critical accounting policies in its 2002 annual report on Form 10-K, and this disclosure should be read in conjunction with this Form 10-Q. There have been no changes in these identified critical policies, nor have there been any initially adopted accounting policies having a material impact on reported financial results.

 

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Table of Contents

 

Outlook

 

Pine sawtimber harvest levels are expected to be 100,000 to 150,000 tons in the second quarter of 2003 and 600,000 to 650,000 tons for the year. The Company’s program to consider sales of timberland identified to be non-strategic or have a higher and better use will continue, with sales for the year anticipated to be 3,000 to 5,000 acres. Finished lumber production and sales volume will continue to be subject to market conditions, and is estimated at 55 to 60 million board feet for the second quarter and 200 to 250 million board feet for the year. Residential lot sales are projected to be 40 to 50 lots and 175 to 200 lots, respectively. Under the current evaluation parameters, Deltic’s equity in Del-Tin Fiber will be equal to any cash advances made to the facility in excess of sinking fund payment requirements for 2003.

 

Although the lumber market continues to suffer from oversupply, lumber prices have improved modestly since the beginning of the year. Near-term prices are likely to continue to improve through the spring building season; however, longer-term prospects are more problematic due to the supply imbalance and Canadian trade issue. The regional market for pine sawtimber weakened slightly in late 2002 in response to lower lumber prices but has recently stabilized. Any significant change in sawtimber prices over the remainder of the year is unlikely without a corresponding move in the lumber market. MDF prices have strengthened somewhat since early 2003 and are expected to continue to increase through year-end as demand improves and capacity utilization increases.

 

Certain statements contained in this report that are not historical in nature constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “estimates”, or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements reflect the Company’s current expectations and involve certain risks and uncertainties, including those disclosed elsewhere in this report. Therefore, actual results could differ materially from those included in such forward-looking statements.

 

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Table of Contents

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

The Company’s market risk has not changed significantly from that set forth under the caption “Quantitative and Qualitative Disclosures About Market Risk”, in Item 7A of Part II of its 2002 annual report on Form 10-K. Those disclosures should be read in conjunction with this Form 10-Q.

 

Item 4. Controls and Procedures

 

Within the 90-day period prior to the filing of this report, Deltic Timber Corporation (“the Company”) carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures. Such evaluation was under the supervision, and with the participation, of the Company’s senior management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”). Based on this evaluation, the Company’s CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information required to be included in any reports that the Company files or submits under the Securities Exchange Act of 1934, as amended. In addition, such controls have been deemed to be effective in ensuring that the required information is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

 

There have been no significant changes in internal controls or in any other factors that could significantly affect those internal controls subsequent to the date of their last evaluation.

 

 

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Table of Contents

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, the Company is involved in litigation incidental to its business. Currently, there are no material legal proceedings.

 

Item 2. Changes in Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

None.

 

Item 5. Other Information

 

None.

 

Item 6. Exhibits and Reports on Form 8-K

 

  (a)   Exhibits

 

  99.1   Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  99.2   Certification by Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

  (b)   Reports on Form 8-K

 

  Item 5.   Other Events—Press release announcing Deltic’s financial results for the fourth quarter and year of 2002.

 

19


Table of Contents

 

SIGNATURES

 

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.

 

DELTIC TIMBER CORPORATION

 

         

By:

 

/s/    Ron L. Pearce        


     

Date:

 

May 5, 2003        


   

Ron L. Pearce, President

(Principal Executive Officer)

           
         

By:

 

/s/    Clefton D. Vaughan        


     

Date:

 

May 5, 2003        


   

Clefton D. Vaughan, Vice President,

Finance and Administration

(Principal Financial Officer)

           
         

By:

 

/s/    Emily R. Evers        


     

Date:

 

May 5, 2003        


   

Emily R. Evers, Controller

(Principal Accounting Officer)

           

 

20


Table of Contents

 

CHIEF EXECUTIVE OFFICER CERTIFICATION

 

I, Ron L. Pearce, Chief Executive Officer of Deltic Timber Corporation (“the Company”), certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Deltic Timber Corporation;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

 

  4.   The Company’s Chief Financial Officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The Company’s Chief Financial Officer and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of Company’s board of directors:

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

 

  6.   The Company’s Chief Financial Officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

/s/Ron L. Pearce

 

Ron L. Pearce

Chief Executive Officer

May 5, 2003

 

21


Table of Contents

 

CHIEF FINANCIAL OFFICER CERTIFICATION

 

I, Clefton D. Vaughan, Chief Financial Officer of Deltic Timber Corporation (“the Company”), certify that:

 

  1.   I have reviewed this quarterly report on Form 10-Q of Deltic Timber Corporation;

 

  2.   Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

  3.   Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this quarterly report;

 

  4.   The Company’s Chief Executive Officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company and we have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

  b)   evaluated the effectiveness of the Company’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

  c)   presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

  5.   The Company’s Chief Executive Officer and I have disclosed, based on our most recent evaluation, to the Company’s auditors and the audit committee of Company’s board of directors:

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data and have identified for the Company’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls; and

 

  6.   The Company’s Chief Executive Officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

/s/Clefton D. Vaughan

 

Clefton D. Vaughan

Chief Financial Officer

May 5, 2003

 

22