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Table of Contents

 

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, 2005

 

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 March 31, 2005, was 12,249,119.

 



Table of Contents

 

TABLE OF CONTENTS - FIRST QUARTER 2005 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    15

Item 3.

  Quantitative and Qualitative Disclosures About Market Risk    25

Item 4.

  Controls and Procedures    25
PART II - Other Information     

Item 1.

  Legal Proceedings    26

Item 2.

  Unregistered Sales of Equity Securities and Use of Proceeds    26

Item 3.

  Defaults Upon Senior Securities    26

Item 4.

  Submission of Matters to a Vote of Security Holders    26

Item 5.

  Other Information    26

Item 6.

  Exhibits    26

Signatures

   27

 

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,
2005


    Dec. 31,
2004


 
     (unaudited)        

Assets

              

Current assets

              

Cash and cash equivalents

   $ 3,660     859  

Trade accounts receivable

     6,672     6,508  

Allowance for doubtful accounts

     (20 )   (26 )

Other receivables

     22     23  

Inventories

     6,080     5,566  

Prepaid expenses and other current assets

     1,458     1,786  
    


 

Total current assets

     17,872     14,716  

Investment in real estate held for development and sale

     36,681     37,418  

Investment in Del-Tin Fiber

     5,425     3,858  

Investments and noncurrent receivables

     1,890     1,829  

Timber and timberlands - net

     216,123     214,710  

Property, plant, and equipment - net

     36,983     35,767  

Deferred charges and other assets

     630     689  
    


 

Total assets

   $ 315,604     308,987  
    


 

Liabilities and Stockholders’ Equity

              

Current liabilities

              

Current maturities of long-term debt

   $ 32     32  

Trade accounts payable

     3,475     4,080  

Accrued taxes other than income taxes

     1,566     1,293  

Income taxes payable

     1,536     —    

Deferred revenues and other accrued liabilities

     3,613     3,467  
    


 

Total current liabilities

     10,222     8,872  

Long-term debt

     89,016     85,724  

Deferred tax liabilities - net

     14,016     14,351  

Guarantee of indebtedness of Del-Tin Fiber

     3,105     3,278  

Other noncurrent liabilities

     11,655     11,343  

Stockholders’ equity

              

Cumulative preferred stock - $.01 par, authorized 20,000,000 shares, none issued

     —       —    

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

     128     128  

Capital in excess of par value

     72,085     71,483  

Retained earnings

     130,298     128,516  

Unamortized restricted stock awards

     (2,061 )   (924 )

Treasury stock

     (12,848 )   (13,772 )

Accumulated other comprehensive income

     (12 )   (12 )
    


 

Total stockholders’ equity

     187,590     185,419  
    


 

Total liabilities and stockholders’ equity

   $ 315,604     308,987  
    


 

 

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)

 

     2005

    2004

 

Net sales

   $ 39,435     27,811  
    


 

Costs and expenses

              

Cost of sales

     26,822     18,197  

Depreciation, amortization, and cost of fee timber harvested

     2,957     2,913  

General and administrative expenses

     3,324     2,809  
    


 

Total costs and expenses

     33,103     23,919  
    


 

Operating income

     6,332     3,892  

Equity in Del-Tin Fiber

     (715 )   (234 )

Interest income

     25     58  

Interest and other debt expense

     (1,403 )   (1,583 )

Other income/(expense)

     —       (4 )
    


 

Income before income taxes

     4,239     2,129  

Income taxes

     (1,692 )   (854 )
    


 

Net income

   $ 2,547     1,275  
    


 

Earnings per common share

              

Basic

   $ .21     .11  

Assuming dilution

   $ .21     .11  

Dividends declared per common share

   $ .0625     .0625  
    


 

Average common shares outstanding (thousands)

     12,227     12,021  
    


 

 

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)

 

     2005

    2004

 

Operating activities

              

Net income

   $ 2,547     1,275  

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

              

Depreciation, amortization, and cost of fee timber harvested

     2,957     2,913  

Deferred income taxes

     (229 )   356  

Real estate costs recovered upon sale

     1,923     1,338  

Timberland costs recovered upon sale

     —       64  

Equity in Del-Tin Fiber

     715     234  

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

     257     664  

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

     931     (186 )

Other - net

     110     (117 )
    


 

Net cash provided/(required) by operating activities

     9,211     6,541  
    


 

Investing activities

              

Capital expenditures requiring cash

     (5,409 )   (3,829 )

Net change in purchased stumpage inventory

     (1,624 )   71  

Advances to Del-Tin Fiber

     (2,455 )   (115 )

(Increase)/decrease in funds held by trustee

     —       1,738  

Other - net

     281     253  
    


 

Net cash provided/(required) by investing activities

     (9,207 )   (1,882 )
    


 

Financing activities

              

Proceeds from borrowings

     4,000     —    

Repayments of notes payable and long-term debt

     (708 )   (7,016 )

Common stock dividends paid

     (765 )   (750 )

Proceeds from stock option exercises

     209     2,896  

Other

     61     —    
    


 

Net cash provided/(required) by financing activities

     2,797     (4,870 )
    


 

Net increase/(decrease) in cash and cash equivalents

     2,801     (211 )

Cash and cash equivalents at January 1

     859     1,687  
    


 

Cash and cash equivalents at March 31

   $ 3,660     1,476  
    


 

 

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)

 

     2005

    2004

 

Cumulative preferred stock - $.01 par, authorized 20,000,000 shares, none issued

   $ —       —    
    


 

Common stock - $.01 par, authorized 50,000,000 shares, 12,813,879 shares issued in 2004 and 2003

     128     128  
    


 

Capital in excess of par value

              

Balance at beginning of year

     71,483     69,459  

Exercise of stock options

     50     510  

Tax benefits on stock options

     43     246  

Restricted stock awards

     509     129  
    


 

Balance at end of period

     72,085     70,344  
    


 

Retained earnings

              

Balance at beginning of year

     128,516     119,888  

Net income

     2,547     1,275  

Common stock dividends

     (765 )   (750 )
    


 

Balance at end of period

     130,298     120,413  
    


 

Unamortized restricted stock awards

              

Balance at beginning of year

     (924 )   (14 )

Stock awards

     (1,254 )   (422 )

Amortization to expense

     117     31  
    


 

Balance at end of period

     (2,061 )   (405 )
    


 

Treasury stock

              

Balance at beginning of year – 605,401 and 845,600 shares, respectively

     (13,772 )   (19,103 )

Shares issued for incentive plans – 40,641 and 126,348 shares, respectively

     924     2,854  
    


 

Balance at end of period – 564,760 and 719,252 shares, respectively

     (12,848 )   (16,249 )
    


 

Accumulated other comprehensive income

     (12 )   (124 )
    


 

Total stockholders’ equity

   $ 187,590     174,107  
    


 

 

See accompanying notes to consolidated financial statements.

 

6


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

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 2004 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 2005 presentation format.

 

Note 2 – Impact of Recently Effective Accounting Pronouncements

 

In December, 2004, the FASB issued a revision to SFAS 123, Accounting for Stock-Based Compensation. This revision will require the Company to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. This revised statement was effective as to the beginning of the first interim or annual reporting period that begins after June 15, 2005. In April, 2005 the Securities and Exchange Commission announced the adoption of a new rule that amends the compliance dates for SFAS 123 (Revised) and allows for the implementation of SFAS 123 (Revised) at the beginning of the first fiscal year that begins after June 15, 2004. Accordingly, the Company has elected to adopt the revised statement effective for its first quarter 2006 financial statements as opposed to the third quarter 2005 financial statements previously disclosed.

 

In March 2005, the FASB issued Financial Accounting Standards Board Interpretation (“FIN”) No. 47, Accounting for Conditional Asset Retirement Obligations. This interpretation clarifies the term “conditional asset retirement obligation” as used in SFAS 143, Accounting for Asset Retirement Obligations, and is effective no later than the end of fiscal years ending after December 15, 2005. The Company does not expect the adoption of FIN 47 to have a material effect on its consolidated financial statements.

 

7


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

Note 3 – Earnings per Common Share

 

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

 

(Thousands, except per share amounts)

 

   Three Months Ended
March 31,


   2005

   2004

Net income

   $ 2,547    1,275
    

  

Weighted average number of common shares used in basic EPS

     12,227    12,021

Effect of dilutive stock options

     93    52
    

  

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

     12,320    12,073
    

  

Earnings per common share

           

Basic

   $ .21    .11

Assuming dilution

   $ .21    .11

 

Note 4 – 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.

 

8


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

Note 4 – 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:

 

(Thousands of dollars, except per share amounts)

 

   Three Months Ended
March 31,


 
   2005

    2004

 

Net income/(loss), as reported

   $ 2,547     1,275  

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

     116     163  

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

     (188 )   (280 )
    


 

Pro forma net income/(loss)

   $ 2,475     1,158  
    


 

Basic earnings per share

              

As reported

   $ .21     .11  

Pro forma

     .20     .10  

Dilutive earnings per share

              

As reported

   $ .21     .11  

Pro forma

     .20     .10  

 

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 2005 and 2004, respectively: dividend yields of .81 percent and .90 percent; expected volatilty of 31.54 percent and 30.00 percent; risk-free interest rates of 3.83 percent and 4.10 percent; and expected lives of five years. Using these assumptions, the weighted average grant-date fair value per share of options granted in 2005 and 2004 was $15.35 and $9.50, respectively.

 

Note 5 – Inventories

 

Inventories at the balance sheet dates consisted of the following:

 

(Thousands of dollars)

 

   Mar. 31,
2005


   Dec. 31,
2004


Logs

   $ 2,518    1,005

Lumber

     3,267    4,253

Materials and supplies

     295    308
    

  
     $ 6,080    5,566
    

  

 

9


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

Note 6 – Investment in Del-Tin Fiber

 

Deltic owns 50 percent of the membership of Del-Tin Fiber, which completed construction and commenced production operations of a medium density fiberboard (“MDF”) plant near El Dorado, Arkansas, during 1998.

 

Prior to August 26, 2004, the Company had agreed to a contingent equity contribution agreement with Del-Tin Fiber and the group of banks from whom Del-Tin Fiber had obtained its $89,000,000 credit facility. Under this agreement, Deltic and the other 50 percent owner of the joint venture had 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 $17,500,000 for each owner. In addition, each owner had committed to a production support agreement, under which each owner had 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 was able to successfully complete a minimum production test. Both owners had also agreed, in a series of one-year term commitments, to fund any operating working capital needs until the facility was able to consistently generate sufficient funds to meet its cash requirements.

 

On August 26, 2004, Del-Tin Fiber refinanced its existing long-term debt by entering into a credit agreement consisting of a letter of credit and term loan with multiple lending institutions. The funds provided from this credit agreement were used, together with the existing balance in Del-Tin Fiber’s debt service reserve and bond sinking fund accounts, to redeem $60,000,000 of its $89,000,000 industrial revenue bonds. Under the new credit agreement, the lenders, on September 1, 2004, loaned Del-Tin Fiber $30,000,000 which will be repayable over five years in equal quarterly installments, beginning December 31, 2004, and issued on Del-Tin Fiber’s behalf, a letter of credit in the amount of $29,689,000 to support the remaining industrial revenue bonds originally issued in 1998 by Union County, Arkansas. Concurrent with this event, on August 26, 2004, Deltic executed a guarantee agreement in connection with the refinancing of the debt of Del-Tin Fiber. Under Deltic’s guarantee agreement, Deltic unconditionally guarantees the due and punctual payment of 50 percent ($28,345,000 at March 31, 2005) of Del-Tin’s obligations under its credit agreement. This new credit agreement of Del-Tin Fiber fully replaces Del-Tin Fiber’s prior credit facility, resulting in Deltic’s previous contingent equity contribution agreement of $17,500,000, the production support agreement, and the need for the series of one-year operating working capital commitments being fully extinguished.

 

The Company has adopted the provisions of FASB Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34 (“FIN 45”). In accordance with FIN 45, Deltic estimated the fair value of its guarantee of Del-Tin Fiber’s credit agreement to be $3,450,000 and included this non-cash amount in the Company’s Consolidated Balance Sheet as a long-term liability with an offsetting increase in the Company’s investment in Del-Tin Fiber. Deltic is reducing this liability systematically over the life of the credit agreement, as the Company is released from risk under the guarantee. Simultaneously, the offsetting amount which represents the difference between the Company’s recorded investment in Del-Tin Fiber and its underlying equity in the net assets of the joint venture is being amortized over the same period as the guarantee. The amortization of the guarantee and the basis difference are netted for purposes of financial reporting and result in no net income statement effect. At March 31, 2005, Deltic’s remaining liability regarding the guarantee was $3,105,000.

 

10


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

Note 6 – 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,
2005


   Dec. 31,
2004


Condensed Balance Sheet Information

           

Current assets

   $ 9,444    7,107

Property, plant, and equipment - net

     93,822    93,201

Other noncurrent assets

     500    528
    

  

Total assets

   $ 103,766    100,836
    

  

Current liabilities

   $ 11,366    10,616

Long-term debt

     50,000    51,500

Members’ capital/(deficit)

     42,400    38,720
    

  

Total liabilities and members’ capital/(deficit)

   $ 103,766    100,836
    

  

 

     Three Months Ended
March 31,


 
(Thousands of dollars)    2005

    2004

 

Condensed Income Statement Information

              

Net sales

   $ 9,981     14,870  
    


 

Costs and expenses

              

Cost of sales

     9,434     12,104  

Depreciation

     1,110     1,536  

General and administrative expenses

     514     618  

Gain on involuntary conversion of assets

     (799 )   —    
    


 

Total costs and expenses

     10,259     14,258  
    


 

Operating income/(loss)

     (278 )   612  

Interest income

     4     62  

Interest and other debt expense

     (656 )   (782 )

Other income/(loss)

     (501 )   (65 )
    


 

Net income/(loss)

   $ (1,431 )   (173 )
    


 

 

11


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

Note 7 – Timber and Timberlands

 

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

 

(Thousands of dollars)    Mar. 31,
2005


    Dec. 31,
2004


 

Purchased stumpage inventory

   $ 8,617     6,993  

Timberlands

     79,721     79,650  

Fee timber

     197,364     196,406  

Logging facilities

     1,778     1,778  
    


 

       287,480     284,827  

Less accumulated cost of fee timber harvested and facilities depreciation

     (71,357 )   (70,117 )
    


 

     $ 216,123     214,710  
    


 

 

Note 8 – Property, Plant, and Equipment

 

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

 

(Thousands of dollars)    Mar. 31,
2005


    Dec. 31,
2004


 

Land

   $ 125     125  

Land improvements

     4,268     4,268  

Buildings and structures

     5,599     5,402  

Machinery and equipment

     77,231     74,572  
    


 

       87,223     84,367  

Less accumulated depreciation

     (50,240 )   (48,600 )
    


 

     $ 36,983     35,767  
    


 

 

12


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

Note 9 – Employee and Retiree Benefit Plans

 

The components of net periodic retirement expense and other postretirement benefits expense for the three months ended March 31 consisted of the following:

 

     Retirement
Plans


    Other
Postretirement
Benefits


(Thousands of dollars)    2005

    2004

    2005

   2004

Service cost

   $ 201     196     93    100

Interest cost

     305     275     124    139

Expected return on plan assets

     (242 )   (223 )   —      —  

Amortization of prior service cost

     13     12     5    —  

Amortization of net (gain)/loss

     33     44     15    45
    


 

 
  

Net periodic benefit cost

     310     304     237    284

Cost of special termination benefits

     —       150     —      —  
    


 

 
  

Total expense

   $ 310     454     237    284
    


 

 
  

 

Note 10 – Supplemental Cash Flow Disclosures

 

The Company had neither income tax payments or refunds in the 2005 and 2004 periods. Interest paid, net of amounts capitalized, was $250,000 and $363,000 in the first three months of 2005 and 2004, 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)    2005

    2004

 

Trade accounts receivable

   $ (172 )   (1,365 )

Other receivables

     1     190  

Inventories

     (515 )   490  

Prepaid expenses and other current assets

     223     (65 )

Trade accounts payable

     (605 )   (908 )

Accrued taxes other than income taxes

     273     341  

Income taxes payable

     1,579     503  

Deferred revenues and other accrued liabilities

     147     628  
    


 

     $ 931     (186 )
    


 

 

13


Table of Contents

 

DELTIC TIMBER CORPORATION

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

March 31, 2005

(Unaudited, except for December 31, 2004)

 

Note 11 – Business Segments

 

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

 

(Thousands of dollars)

 

  

Three Months Ended

March 31,


 
   2005

    2004

 

Net sales

              

Woodlands

   $ 9,738     8,194  

Mills

     30,238     20,512  

Real Estate

     5,034     3,830  

Eliminations*

     (5,575 )   (4,725 )
    


 

     $ 39,435     27,811  
    


 

Income before income taxes

              

Operating income

              

Woodlands

   $ 6,840     5,449  

Mills

     1,739     291  

Real Estate

     1,020     592  

Corporate

     (3,034 )   (2,570 )

Eliminations

     (233 )   130  
    


 

Operating income

     6,332     3,892  

Equity in Del-Tin Fiber

     (715 )   (234 )

Interest income

     25     58  

Interest and other debt expense

     (1,403 )   (1,583 )

Other income/(expense)

     —       (4 )
    


 

     $ 4,239     2,129  
    


 

Depreciation, amortization, and cost of fee timber harvested

              

Woodlands

   $ 1,317     1,373  

Mills

     1,447     1,349  

Real Estate

     146     154  

Corporate

     47     37  
    


 

     $ 2,957     2,913  
    


 

Capital expenditures

              

Woodlands

   $ 1,119     2,586  

Mills

     2,692     164  

Real Estate

     1,544     1,011  

Corporate

     54     68  
    


 

     $ 5,409     3,829  
    


 


* 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

 

Executive Overview

 

The Company recorded net income of $2.5 million for the first quarter of 2005 compared to $1.3 million for the same period of 2004. All three operating segments of the Company – Woodlands, Mills, and Real Estate – contributed to the current quarter earnings. Deltic’s Woodlands Segment continued its role as the established core operation of the Company during the first quarter, providing $6.8 million in operating income. Deltic’s sawmills have continued to benefit from the combination of increased production efficiencies and the current market condition for softwood lumber products, as evidenced by our Mills segment’s $1.4 million improvement in operating income when compared to the first quarter of 2004. The Real Estate segment reported a 19 percent increase in residential lot sales from the same period last year, and continued strong demand for the Company’s residential offerings was confirmed by purchase commitments, as of March 31, for 122 of the 138 lots offered in late January. The first quarter operations of Del-Tin Fiber L.L.C., in which Deltic owns a 50 percent interest, were hindered by a temporary production curtailment caused by a fire sustained at the facility on January 16, 2005.

 

With the exception of its diversification in real estate development, Deltic is primarily a wood products producer operating in a commodity-based business environment. This environment is affected by a number of factors, including general economic conditions, interest rates, imports, foreign exchange rates, housing starts, residential repair and remodeling, commercial construction, industry capacity and production levels, the availability of raw material, and weather conditions. Housing starts in the U.S. and Canada, fueled by relatively low mortgage interest rates, remained strong during the first quarter of 2005. Consequently, the high demand for softwood lumber products experienced in 2004, has continued thus far in 2005, resulting in the retention of appropriate pricing levels within the industry. Given its relative size and the nature of most commodity markets, the Company has little or no control over pricing levels for its wood products. Therefore, the Company will continually seek to wring controllable costs and expenses from its manufacturing process. Sales of real estate are affected by general economic conditions and interest rates, specifically as such factors are manifested in the Company’s operating area of central Arkansas.

 

For the first quarter of 2005, pine sawtimber harvest levels increased 8,421 tons, to 179,202, when compared to the first quarter of 2004. The Company plans to keep 2005’s total pine sawtimber harvest volume comparable to the level in 2004. However, as a result of the segment’s geographic operating area experiencing a higher than normal level of rainfall during the latter half of 2004, which hindered logging operations within the industry, area mills began to deplete their existing log inventories. Consequently, the demand and corresponding price for pine sawtimber logs within the region increased during the first quarter of 2005, and Deltic increased its harvesting activities during the period to take full advantage of these prices. Ultimately, the Company’s ability to sell pine sawtimber at acceptable prices in the future will be dependent upon the size or existence of markets for manufactured lumber and other wood products. Activities to sell timberland identified as having a higher and better use or as being non-strategic continue. However, Deltic will consider these sales only to the extent that the returns on these transactions meet increased expectations, and there were no timberland sales during the first quarter of 2005. Timberland designated as higher and better use consists of tracts with market values that exceed the land’s worth as a timber growing platform. Non-strategic timberland is composed primarily of tracts too small to allow efficient timber management, those geographically isolated from other Company fee lands, and acreage otherwise not deemed strategic to Deltic’s operations or growth.

 

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Table of Contents

For the Mills segment, the improvement in lumber prices, demonstrated by a ten percent rise in sale prices from the average for the first quarter of 2004, significantly impacted operating strategies and financial results. As with any commodity market, the Company expects the historical volatility to continue in the future; however, a resolution of the trade dispute with Canada regarding imports of softwood lumber could help to stabilize the markets for the Company’s lumber products. Deltic also continues efforts to improve sales realizations through product and customer mix enhancement, as well as being focused on increased efficiency and reduced cost structure. In response to improved market conditions, the Company continued its efforts to generate increased production, achieving a record level of lumber production for the month of March 2005 and a 31 percent increase in sales volume for the current quarter compared to the first quarter of 2004. The Company continues to anticipate that a significant percentage of logs supplied to both of its sawmills will come from strategically located Company fee timberlands.

 

Sales activity levels for the Company’s real estate developments are affected by economic conditions that influence the level of housing starts in the central Arkansas region, including general economic conditions and interest rates. Relatively low mortgage interest rates continued into the first quarter of 2005 and demand for residential lots in the Company’s Chenal Valley development remains high. Weather-related delays prevented the Company from offering for sale 138 lots that were planned for completion in Chenal Valley during the fourth quarter of 2004. Construction of these planned 2004 lots was completed in January and offered for sale on January 20, 2005. As of March 31, the Company had closed or obtained purchase commitments on 122 of these. Deltic plans to develop another 390 lots during the remainder of 2005. In Deltic’s other two active developments, Red Oak Ridge and Chenal Downs, a total of 4 lots were sold, leaving 43 developed lots in Red Oak Ridge and 24 in Chenal Downs uncommitted as of March 31, 2005. While Chenal Downs is fully developed, Deltic plans to develop approximately 40 additional lots within Red Oak Ridge in 2005. Future development activity will be dependent upon the demand for the Company’s residential lots, which is expected to remain strong as long as interest rates remain at or near current levels.

 

During 2004, the Company disclosed plans for a 1,170-acre upscale residential development, The Ridges at Nowlin Creek, on a portion of its large land holdings located west of Chenal Valley. Construction activity at this site has not yet begun. A portion of the development is located within the watershed of Lake Maumelle, a principal source of drinking water for Little Rock. Due to this environmentally sensitive locale, the Company intends to implement the most modern and proven best management practices to create a low impact development in order to protect water quality in the lake. The Company continues to finalize environmental and civil engineering features of the development and to reach an accord with local utilities and government agencies that the development will be fully protective of water quality. The local water utility continues to express its intention to acquire this watershed acreage, including by condemnation. However, it has commissioned preparation of a new watershed management plan which the Company hopes will reflect current scientific principles that will be compatible with the Company’s low impact development plans. Preparation of this new watershed management plan is expected to take up to 18 months.

 

The reported average sales price for residential lots for a specific period is largely dependent upon the mix of lot sales closed in that period. The average residential lot sales price for the first quarter of 2005 remained relatively flat when compared to the same period a year ago. Deltic’s lot development plans provide for a mix of lot offerings that represent most real estate market segments for planned communities.

 

Commercial real estate sales activity is by nature less predictable than residential activity. Commercial sales for the first quarter of 2005 consisted of one .99-acre site versus 2.03 acres during the first quarter of 2004. With the number of residents in Chenal Valley, and other west Little Rock areas, growing steadily and momentum created from previous sales of commercial acreage in the development, interest in the Company’s remaining commercial acreage remains strong. On April 6, 2004, RED Development LLC announced plans for “The Promenade at Chenal”, a 48-acre, open-air, lifestyle shopping center. (The sales contract regarding this site originally was scheduled to close before the end of 2004. However, as is the inherent unpredictable nature of commercial real estate sales, the initial

 

16


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contract has been extended and is now scheduled to close in 2005. Some extensions of similar contracts in the past have been followed by the termination of the commercial sale.) In addition, the Real Estate segment completed the sale of 6.73 acres of undeveloped real estate property within Chenal Valley in the first quarter of 2005 with no such sales occurring during the prior-year period. Unlike residential lots and commercial acres, undeveloped real estate property is not directly marketed by the Company, and sales of such property have been historically sporadic in nature and are usually initiated by inquiry from a potential purchaser. No commercial acreage is included in the Chenal Downs or the planned Ridges at Nowlin Creek developments. Red Oak Ridge is planned to include approximately 80 acres of commercial property. The Company will begin to develop and offer commercial sites as this development’s population density increases.

 

Operating results for Del-Tin Fiber are affected by the overall MDF market and the plant’s operating performance, and both experienced significant improvements during the recently ended year of 2004. However, the facility’s first quarter operations were hindered by a temporary production curtailment caused by a fire sustained at the plant on January 16, 2005. As disappointing as this event was in light of the much-improved operational and financial performance of the plant during 2004, the facility was able to resume production in just three and a half weeks after the incident. Deltic’s focus remains on the continuation of the facility’s recent operating and financial improvements throughout the remainder of 2005.

 

Results of Operations

 

In the following tables, Deltic’s net sales and results of operations are presented for the quarters ended March 31, 2005 and 2004. Explanations of significant variances and additional analyses for the Company’s consolidated and segmental operations follow the tables.

 

(Millions of dollars, except per share amounts)

 

   Quarter Ended March 31,

 
   2005

    2004

 

Net sales

              

Woodlands

   $ 9.7     8.2  

Mills

     30.2     20.5  

Real Estate

     5.0     3.8  

Eliminations

     (5.5 )   (4.7 )
    


 

Net sales

   $ 39.4     27.8  
    


 

Operating income/(loss) and net income/(loss)

              

Woodlands

   $ 6.8     5.5  

Mills

     1.7     0.3  

Real Estate

     1.0     .6  

Corporate

     (3.0 )   (2.6 )

Eliminations

     (0.2 )   0.1  
    


 

Operating income/(loss)

     6.3     3.9  

Equity in Del-Tin Fiber

     (0.7 )   (0.2 )

Interest income

     —       .1  

Interest and other debt expense

     (1.4 )   (1.6 )

Other income/(expense)

     —       —    

Income taxes

     (1.7 )   (.9 )
    


 

Net income/(loss)

   $ 2.5     1.3  
    


 

Earnings per common share

              

Basic

   $ .21     .11  

Assuming dilution

   $ .21     .11  

 

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Consolidated

 

The $1.2 million increase in net income was the result of improved financial results for the Company’s Mills, Woodlands and Real Estate segments, partially offset by increased negative financial results of Del-Tin Fiber, due to the plant’s first quarter production curtailment, and increased Corporate operating expense.

 

Operating income increased $2.4 million. The Woodlands segment increased $1.3 million due primarily to increased pine sawtimber harvest levels at a 13 percent higher average per ton pine sawtimber price when compared to the first quarter of 2004. Deltic’s Mills segment operations improved $1.4 million due mainly to a $33, or ten percent, per thousand board feet (“MBF”) increase in the average lumber sales price combined with a 31 percent increase in lumber sales volume. Real Estate operating income increased $.4 million, primarily due to the sales of undeveloped real estate and increased sales of residential lots. Corporate operating expense increased $.4 million due to higher general and administrative expenses.

 

Woodlands

 

Selected financial and statistical data for the Woodlands segment is shown in the following table.

 

     Quarter Ended March 31,

     2005

   2004

Net sales (millions of dollars)

           

Pine sawtimber

   $ 7.7    6.5

Pine pulpwood

     .7    .4

Hardwood sawtimber

     —      .1

Hardwood pulpwood

     .1    .1

Sales volume (thousands of tons)

           

Pine sawtimber

     179.2    170.8

Pine pulpwood

     71.5    67.5

Hardwood sawtimber

     —      2.0

Hardwood pulpwood

     9.6    22.9

Sales price (per ton)

           

Pine sawtimber

   $ 43    38

Pine pulpwood

     10    6

Hardwood sawtimber

     —      31

Hardwood pulpwood

     8    6

Timberland

           

Net sales (millions of dollars)

   $ —      .2

Sales volume (acres)

     —      238

Sales price (per acre)

   $ —      994

 

Net sales increased $1.5 million. Sales of pine sawtimber increased $1.2 million due to a five percent higher sales volume at a $5 per ton higher average sales price. Sales of pine pulpwood increased $.3 million due to a six percent higher sales volume at a $4 per ton higher average sales price. Other revenues, which includes freight revenues, timberland management fees, and lease income, increased $.4 million. Despite the segment’s increase in net sales, the cost of fee timber harvested remained relatively flat due primarily to the mix of pine sawtimber harvest volume by Company. The improvement in operating results was due primarily to the increase in net sales.

 

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Mills

 

Selected financial and statistical data for the Mills segment is shown in the following table.

 

     Quarter Ended March 31,

     2005

   2004

Net sales (millions of dollars)

           

Lumber

   $ 25.5    17.7

Residual by-products

     3.7    2.4

Lumber

           

Finished production (MMBF)

     63.1    51.8

Sales volume (MMBF)

     68.8    52.4

Sales price (per MBF)

     370    337

 

Net sales increased $9.7 million, or 47 percent, due primarily to higher lumber sales prices and volumes. Average sales price rose 10 percent, or $33 per MBF, as a result of the improved lumber market. Also contributing to the increase in net sales was the corresponding increases in residual sales and freight revenue, resulting from the segment’s volume increase. The improvement in operating results was due primarily to the increase in net sales and the Company’s efforts to improve production efficiencies, offset by an increase in raw material log cost.

 

Real Estate

 

Selected financial and statistical data for the Real Estate segment is shown in the following table.

 

     Quarter Ended March 31,

     2005

   2004

Net sales (millions of dollars)

           

Residential lots

   $ 2.8    2.3

Commercial sites

     .6    .3

Undeveloped acreage

     .4    —  

Chenal Country Club

     1.1    1.0

Sales volume

           

Residential lots

     37    31

Commercial acres

     1    2

Undeveloped acres

     7    —  

Average sales price (thousands of dollars)

           

Residential lots

   $ 72    74

Commercial acres

     633    152

Undeveloped acres

     64    —  

 

Net sales increased $1.2 million. The number of residential lots sold increased by six lots with the average sales price per lot remaining relatively flat. Commercial real estate sales volume decreased compared to the first quarter of 2004, but the average sales price per acre significantly increased due to the current-period tract being a developed outparcel at The Village at Rahling Road. In addition, the segment completed the sale of approximately 7 acres of undeveloped real estate property during the quarter. The increase in the Real Estate segment’s operating income was due primarily to the same factors impacting net sales.

 

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Corporate

 

The increase in operating expense for Corporate functions of $.4 million was due primarily to higher professional and legal fees relating to the Company’s compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the continued planning of the Ridges at Nowlin Creek.

 

Eliminations

 

Intersegment sales of timber from Deltic’s Woodlands to the Mills segment increased $.8 million to $5.5 million. The increase was due primarily to increased volume as the Company’s sawmills increased the percentage of log receipts coming into their log yards from Company fee timberlands.

 

Equity in Del-Tin Fiber

 

For the first quarter of 2005, Deltic’s equity in Del-Tin Fiber was a loss of $.7 million compared to a loss of .2 million for the same period of 2004. The first quarter results of Del-Tin Fiber includes the loss sustained by a fire at the plant on January 16, 2005 and the resulting production curtailment during the quarter.

 

Additional selected financial and statistical data for Del-Tin Fiber is shown in the following table.

 

     Quarter Ended
March 31,


     2005

   2004

Net sales (millions of dollars)

   $ 10.0    14.9

Finished production (MMSF)

     23.4    37.9

Board sales (MMSF)

     24.4    40.2

Sales price (per MSF)

   $ 409    370

 

Average sales price increased $39 per thousand square feet (“MSF”) due to the improvements in the MDF market, to a change in product mix to include a greater percentage of thin board, and an increase in premium-grade production. Manufacturing cost per MSF sold was up due to decreased production volume caused by the first quarter fire related production curtailment.

 

Income Taxes

 

The effective income tax rate was 40 percent for both the 2005 and 2004 periods.

 

Liquidity and Capital Resources

 

Cash Flows and Capital Expenditures

 

Net cash provided by operating activities totaled $9.2 million for the first three months of 2005 compared to $6.5 million for the same period in 2004. Changes in operating working capital, other than cash and cash equivalents, provided cash of $.9 million in the 2005 period, but required cash of $.2 million in 2004. The Company’s accompanying Consolidated Statements of Cash Flows identify other differences between net income/(loss) and cash provided by operating activities for each reporting period.

 

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Capital expenditures required cash of $5.4 million in the current-year period and $3.8 million a year ago. Capital expenditures by segment consisted of the following:

 

     Three Months Ended
March 31,


(Thousands of dollars)    2005

   2004

Woodlands

   $ 1,119    2,586

Mills

     2,692    164

Real Estate

     1,544    1,011

Corporate

     54    68
    

  

Capital expenditures

   $ 5,409    3,829
    

  

 

The net change in purchased stumpage inventory to be utilized in the Company’s sawmill operations required cash of $1.6 million in 2005, but provided cash of $.1 million in 2004. The Company made advances to Del-Tin Fiber of $2.5 million during the current period, which increased $2.4 million from the corresponding period of 2004 due to the production curtailment at the facility. During 2004, $1.7 million of proceeds from sales of timberland that were previously held by a trustee were used to acquire timberland designated as “replacement property” for income tax purposes, as required for tax-deferred exchanges. In 2005, Deltic borrowed $4 million and made repayments of debt of $.7 million. During 2004, Deltic made repayments of previous borrowings under its revolving credit facility of $7 million. Deltic paid dividends on common stock of $.8 million during the current period, consistent with the $.7 million dividend payments in 2004. In 2005, proceeds from stock option exercises amounted to $.2 million, a decrease of $2.7 million when compared to 2004.

 

Financial Condition

 

Working capital totaled $7.7 million at March 31, 2005, and $5.8 million at December 31, 2004. Deltic’s working capital ratio at March 31, 2005, was 1.75 to 1, compared to 1.66 to 1 at the end of 2004. Cash and cash equivalents at the end of the first quarter of 2005 were $3.7 million compared to $.9 million at the end of 2004. During the first three months of 2005, total indebtedness of the Company increased $3.3 million to $89 million. Deltic’s long-term debt to stockholders’ equity ratio was .475 to 1 at March 31, 2005, compared to .462 to 1 at year-end 2004.

 

Liquidity

 

The primary sources of the Company’s liquidity are internally generated funds, access to outside financing, and working capital. The Company’s current strategy for growth continues to emphasize its timberland acquisition program, in addition to expanding lumber production as market conditions allow and developing real estate at Chenal Valley and Red Oak Ridge.

 

To facilitate these growth plans, the Company has an agreement with a group of banks which provides an unsecured, committed revolving credit facility totaling $125 million, inclusive of a $50 million letter of credit feature. The agreement will expire on July 15, 2007. As of March 31, 2005, $106 million was available in excess of all borrowings outstanding under or supported by the facility. The credit agreement contains restrictive covenants, including limitations on the incurrence of debt and requirements to maintain certain financial ratios.

 

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Table of Contents

In December 2000, the Company’s Board of Directors authorized a stock repurchase program of up to $10 million of Deltic common stock. As of March 31, 2005, 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; no shares have been purchased in 2005 under this program. In its two previously completed repurchase programs, Deltic purchased 479,601 shares at an average cost of $20.89 and 419,542 shares at a $24.68 per share average cost, respectively.

 

Off-Balance Sheet Arrangements, Contractual Obligations, and Commitments

 

Prior to August 26, 2004, the Company had agreed to a contingent equity contribution agreement with Del-Tin Fiber and the group of banks from whom Del-Tin Fiber had obtained its $89 million credit facility. Under this agreement, Deltic and the other 50 percent owner of the joint venture had 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 had committed to a production support agreement, under which each owner had 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 was able to successfully complete a minimum production test. Both owners had also agreed, in a series of one-year term commitments, to fund any operating working capital needs until the facility was able to consistently generate sufficient funds to meet its cash requirements.

 

On August 26, 2004, Del-Tin Fiber refinanced its existing long-term debt by entering into a credit agreement consisting of a letter of credit and term loan with multiple lending institutions. The funds provided from this credit agreement were used, together with the existing balance in Del-Tin Fiber’s debt service reserve and bond sinking fund accounts, to redeem $60 million of its $89 million industrial revenue bonds. Under the new credit agreement, the lenders, on September 1, 2004, loaned Del-Tin Fiber $30 million which will be repayable over five years in equal quarterly installments, beginning December 31, 2004, and issued on Del-Tin Fiber’s behalf, a letter of credit in the amount of $29.7 million to support the remaining industrial revenue bonds originally issued in 1998 by Union County, Arkansas. Concurrent with this event, on August 26, 2004, Deltic executed a guarantee agreement in connection with the refinancing of the debt of Del-Tin Fiber. Under Deltic’s guarantee agreement, Deltic unconditionally guarantees the due and punctual payment of 50 percent ($28 million at March 31, 2005) of Del-Tin’s obligations under its credit agreement. This new credit agreement of Del-Tin Fiber fully replaces Del-Tin Fiber’s prior credit facility, resulting in Deltic’s previous contingent equity contribution agreement of $17.5 million, the production support agreement and the one-year commitment being fully extinguished.

 

The Company has adopted the provisions of FASB Interpretation (“FIN”) No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, an interpretation of FASB Statements No. 5, 57 and 107 and a rescission of FASB Interpretation No. 34. In accordance with FIN 45, Deltic estimated the fair value of its guarantee of Del-Tin Fiber’s credit agreement to be $3.5 million and has included this non-cash amount in the Company’s March 31, 2005 Consolidated Balance Sheet as a long-term liability with an offsetting increase in the Company’s investment in Del-Tin Fiber. Deltic is reducing this liability systematically over the life of the credit agreement, as the Company is released from risk under the guarantee. At March 31, 2005, Deltic’s remaining liability regarding the guarantee was $3.1 million.

 

The Company has both funded and unfunded noncontributory defined benefit retirement plans that cover the majority of its employees. The plans provide defined benefits based on years of service and final average salary. Deltic also has other postretirement benefit plans covering substantially all of its employees. The health care plan is contributory with participants’ contributions adjusted as needed; the life insurance plan is noncontributory. (For information about material assumptions underlying the accounting for these plans and other components of the plans, refer to Note 13 to the consolidated financial statements included in the Company’s 2004 annual report on Form 10-K.)

 

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Tabular summaries of the Company’s contractual cash payment obligations and other commercial commitment expirations, by period, are presented in the following tables.

 

(Millions of dollars)    Total

   During
2005


   2006
to 2007


   2008
to 2009


   After
2009


Contractual cash payment obligations

                          

Real estate development infrastructure

   $ 2.3    1.7    6    —      —  

Long-term debt

     89.0    —      19.0    50.0    20.0

Interest on debt1

     21.9    3.9    10.0    5.9    2.1

Retirement plans

     3.5    .6    1.4    1.5    —  

Other postretirement benefits

     6.8    .3    .8    1.1    4.6

Other long-term liabilities

     1.4    —      —      —      1.4
    

  
  
  
  
     $ 124.9    6.5    31.8    58.5    28.1
    

  
  
  
  

Other commercial commitment expirations

                          

Guarantee of indebtedness of Del-Tin Fiber

   $ 28.3    2.2    20.9    5.2    —  

Timber cutting agreements

     1.2    .2    .2    .8    —  

Operating leases

     .2    —      .1    .1    —  

Letters of credit

     1.0    .4    .4    .2    —  
    

  
  
  
  
     $ 30.7    2.8    21.6    6.3    —  
    

  
  
  
  

1 Interest commitments are estimated using the Company’s current interest rates for the respective debt agreements over their remaining terms to expiration.

 

Outlook

 

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.

 

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 2004 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

Impact of Recently Effective Accounting Pronouncements

 

(For information regarding the impact of recently effective accounting pronouncements, refer to Note 2 to the consolidated financial statements.)

 

Outlook

 

Pine sawtimber harvest levels are expected to be 130,000 to 140,000 tons in the second quarter of 2005 and 550,000 to 575,000 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 300 to 500 acres. Finished lumber production and sales volume will continue to be subject to market conditions, and is estimated at 65 to 70 million board feet for the second quarter and 250 to 275 million board feet for the year. Residential lot sales are projected to be 95 to 105 lots and 290 to 320 lots for the second quarter and the year, respectively.

 

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 2004 annual report on Form 10-K. Those disclosures should be read in conjunction with this Form 10-Q.

 

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Deltic Timber Corporation (“Deltic” or “the Company”) has established disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the officers who certify the Company’s financial reports and to other members of senior management and the Board of Directors.

 

Based on their evaluation as of March 31, 2005, the Chief Executive Officer and Chief Financial Officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) are effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 

Changes in Internal Control Over Financial Reporting

 

Deltic’s management, with the Chief Executive Officer and Chief Financial Officer, have evaluated any changes in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter, and have concluded that there was no change to Deltic’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Deltic’s internal control over financial reporting.

 

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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. Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchase of Equity Securities

 

Period


  

Total Number

of Shares

Purchased


  

Average

Price Paid

Per Share


  

Total Number of Shares
Purchased as Part of
Publicly Announced

Plans or Programs


  

Maximum Approximate Dollar

Value of Shares that May Yet

Be Purchased Under the

Plans or Programs1


Jan. 1 through

Jan. 31, 2005

   —      —      —      $ 7,851,000

Feb. 1 through

Feb. 28, 2005

   —      —      —      $ 7,851,000

Mar. 1 through

Mar. 31, 2005

   —      —      —      $ 7,851,000

1 In December 2000, the Company’s Board of Directors authorized a stock repurchase plan of up to $10 million of Deltic common stock. There is no stated expiration date regarding this authorization.

 

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

 

31.1    Chief Executive Officer Certification Required by Section 302 of the Sarbanes - Oxley Act of 2002.
31.2    Chief Financial Officer Certification Required by Section 302 of the Sarbanes - Oxley Act of 2002.
32    Certification Required by Section 906 of the Sarbanes-Oxley Act of 2002.

 

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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/ Ray C. Dillon


      Date: May 6, 2005
    Ray C. Dillon, President        
    (Principal Executive Officer)        
   

/s/ Clefton D. Vaughan


      Date: May 6, 2005
    Clefton D. Vaughan, Vice President,        
    Finance and Administration        
    (Principal Financial Officer)        
   

/s/ Kenneth D. Mann


      Date: May 6, 2005
    Kenneth D. Mann, Controller        
    (Principal Accounting Officer)        

 

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