10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number 1-32729

PotlatchDeltic Corporation

(Exact name of registrant as specified in its charter)

Delaware

82-0156045

(State or other jurisdiction of
incorporation or organization)

(IRS Employer
Identification No.)


601 West First Avenue, Suite 1600
Spokane, Washington	99201
(Address of principal executive offices)	(Zip Code)

(509) 835-1500

(Registrant’s telephone number, including area code)

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


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock ($1 par value)	PCH	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☒	Accelerated Filer	☐	Non-accelerated Filer	☐
Smaller Reporting Company	☐	Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

The number of shares of common stock of the registrant outstanding as of August 1, 2023, was 79,911,278.

POTLATCHDELTIC CORPORATION AND CONSOLIDATED SUBSIDIARIES

Table of Contents



		Page Number
PART I. - FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Operations	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Stockholders’ Equity	8
	Index for the Notes to Condensed Consolidated Financial Statements	9
	Notes to Condensed Consolidated Financial Statements	10
ITEM 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	36
ITEM 4.	Controls and Procedures	36

PART II. - OTHER INFORMATION
ITEM 1.	Legal Proceedings	37
ITEM 1A.	Risk Factors	37
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
ITEM 5.	Other Information	37
ITEM 6.	Exhibits	38

SIGNATURE		39

Table of Contents

Part I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands, except per share amounts)	2023			2022			2023			2022
Revenues	$	246,101		$	359,597		$	504,063		$	770,947
Costs and expenses:
Cost of goods sold		215,063			191,334			439,413			371,181
Selling, general and administrative expenses		17,585			20,412			35,815			36,706
CatchMark merger-related expenses		244			—			2,453			—
Gain on fire damage		(23,110	)		(9,868	)		(23,110	)		(9,592	)
		209,782			201,878			454,571			398,295
Operating income		36,319			157,719			49,492			372,652
Interest expense, net		(7,613	)		(7,419	)		(7,812	)		(10,313	)
Pension settlement charge		—			—			—			(14,165	)
Non-operating pension and other postretirement employee benefit costs		(229	)		(1,809	)		(457	)		(3,738	)
Other		258			—			268			—
Income before income taxes		28,735			148,491			41,491			344,436
Income taxes		(6,429	)		(28,269	)		(2,925	)		(60,334	)
Net income	$	22,306		$	120,222		$	38,566		$	284,102

Net income per share:
Basic	$	0.28		$	1.73		$	0.48		$	4.09
Diluted	$	0.28		$	1.72		$	0.48		$	4.07
Dividends per share	$	0.45		$	0.44		$	0.90		$	0.88
Weighted-average shares outstanding
Basic		80,145			69,580			80,087			69,502
Diluted		80,416			69,791			80,297			69,731

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended June 30,					Six Months Ended June 30,
(in thousands)	2023			2022		2023			2022
Net income	$	22,306		$	120,222	$	38,566		$	284,102
Other comprehensive income (loss), net of tax:
Pension and other postretirement employee benefits		(344	)		915		(475	)		8,395
Cash flow hedges		17,719			42,529		384			85,805
Other comprehensive income (loss), net of tax		17,375			43,444		(91	)		94,200
Comprehensive income	$	39,681		$	163,666	$	38,475		$	378,302

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except per share amounts)	June 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	331,225		$	343,809
Customer receivables, net		32,903			22,813
Inventories, net		70,663			67,958
Other current assets		57,877			36,955
Total current assets		492,668			471,535
Property, plant and equipment, net		306,978			318,184
Investment in real estate held for development and sale		55,059			55,490
Timber and timberlands, net		2,476,054			2,508,372
Intangible assets, net		16,530			17,420
Other long-term assets		175,062			179,554
Total assets	$	3,522,351		$	3,550,555

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	96,093		$	94,861
Current portion of long-term debt		39,990			39,979
Current portion of pension and other postretirement employee benefits		4,926			4,926
Total current liabilities		141,009			139,766
Long-term debt		993,275			992,701
Pension and other postretirement employee benefits		78,666			77,396
Deferred tax liabilities, net		39,624			41,790
Other long-term obligations		36,608			35,749
Total liabilities		1,289,182			1,287,402
Commitments and contingencies
Stockholders' equity:
Preferred stock, authorized 4,000 shares, no shares issued		—			—
Common stock, $1 par value, 200,000 and 100,000 shares authorized, and 79,911 and 79,683 shares issued and outstanding		79,911			79,683
Additional paid-in capital		2,298,593			2,294,797
Accumulated deficit		(242,896	)		(208,979	)
Accumulated other comprehensive income		97,561			97,652
Total stockholders’ equity		2,233,169			2,263,153
Total liabilities and stockholders' equity	$	3,522,351		$	3,550,555

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
(in thousands)	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	38,566		$	284,102
Adjustments to reconcile net income to net cash from operating activities:
Depreciation, depletion and amortization		59,669			40,253
Basis of real estate sold		15,515			18,179
Change in deferred taxes		(2,215	)		(2,089	)
Pension and other postretirement employee benefits		3,223			7,397
Pension settlement charge		—			14,165
Equity-based compensation expense		3,856			4,424
Gain on fire damage		(23,110	)		(9,592	)
Interest received under swaps with other-than-insignificant financing element		(11,767	)		—
Other, net		3,856			(599	)
Change in working capital and operating-related activities, net		(14,334	)		19,972
Real estate development expenditures		(4,304	)		(5,190	)
Funding of pension and other postretirement employee benefits		(2,304	)		(2,264	)
Proceeds from insurance recoveries		9,706			9,428
Net cash from operating activities		76,357			378,186

CASH FLOWS FROM INVESTING ACTIVITIES
Property, plant and equipment additions		(10,135	)		(36,777	)
Timberlands reforestation and roads		(10,714	)		(8,388	)
Acquisition of timber and timberlands		(1,621	)		(42,218	)
Interest received under swaps with other-than-insignificant financing element		10,904			—
Other, net		664			(1,383	)
Net cash from investing activities		(10,902	)		(88,766	)

CASH FLOWS FROM FINANCING ACTIVITIES
Distributions to common stockholders		(71,920	)		(61,048	)
Repurchase of common stock		(394	)		(4,156	)
Repayment of long-term debt		—			(3,000	)
Other, net		(1,955	)		(2,094	)
Net cash from financing activities		(74,269	)		(70,298	)
Change in cash, cash equivalents and restricted cash		(8,814	)		219,122
Cash, cash equivalents and restricted cash at beginning of period		345,591			296,772
Cash, cash equivalents and restricted cash at end of period	$	336,777		$	515,894

NONCASH INVESTING AND FINANCING ACTIVITIES
Accrued property, plant and equipment additions	$	178		$	946
Accrued timberlands reforestation and roads	$	2,460		$	614

Table of Contents

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the amounts shown above in the Condensed Consolidated Statements of Cash Flows.


(in thousands)	June 30, 2023		June 30, 2022
Cash and cash equivalents	$	331,225	$	511,157
Restricted cash included in other current and long-term assets1		5,552		4,737
Total cash, cash equivalents, and restricted cash	$	336,777	$	515,894

1

Amounts included in restricted cash represent proceeds held by a qualified intermediary that were or are intended to be reinvested in timber and timberlands. 
At June 30, 2023 and 2022, $3.2 million and $0, respectively, was classified in Other current assets.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

PotlatchDeltic Corporation and Consolidated Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)


	Common Stock						Additional Paid-			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
(in thousands, except per share amounts)	Shares			Amount			in Capital			Deficit			Income			Equity
Balance, December 31, 2022		79,683		$	79,683		$	2,294,797		$	(208,979	)	$	97,652		$	2,263,153
Net income		—			—			—			16,260			—			16,260
Shares issued for stock compensation		233			233			(233	)		—			—			—
Equity-based compensation expense		—			—			2,279			—			—			2,279
Pension plans and OPEB obligations, net of tax		—			—			—			—			(131	)		(131	)
Cash flow hedges, net of tax		—			—			—			—			(17,335	)		(17,335	)
Common dividends, $0.45 per share		—			—			—			(35,962	)		—			(35,962	)
Other transactions, net		—			—			84			(85	)		—			(1	)
Balance, March 31, 2023		79,916		$	79,916		$	2,296,927		$	(228,766	)	$	80,186		$	2,228,263
Net income		—			—			—			22,306			—			22,306
Shares issued for stock compensation		4			4			(4	)		—			—			—
Equity-based compensation expense		—			—			1,577			—			—			1,577
Repurchase of common stock		(9	)		(9	)		—			(385	)		—			(394	)
Pension plans and OPEB obligations, net of tax		—			—			—			—			(344	)		(344	)
Cash flow hedges, net of tax		—			—			—			—			17,719			17,719
Dividends on common stock, $0.45 per share		—			—			—			(35,958	)		—			(35,958	)
Other transactions, net		—			—			93			(93	)		—			—
Balance, June 30, 2023		79,911		$	79,911		$	2,298,593		$	(242,896	)	$	97,561		$	2,233,169


	Common Stock						Additional Paid-			Accumulated			Accumulated Other Comprehensive			Total Stockholders'
(in thousands, except per share amounts)	Shares			Amount			in Capital			Deficit			Income (Loss)			Equity
Balance, December 31, 2021		69,064		$	69,064		$	1,781,217		$	(280,910	)	$	(43,238	)	$	1,526,133
Net income		—			—			—			163,880			—			163,880
Shares issued for stock compensation		308			308			(308	)		—			—			—
Equity-based compensation expense		—			—			2,056			—			—			2,056
Pension plans and OPEB obligations, net of tax		—			—			—			—			7,480			7,480
Cash flow hedges, net of tax		—			—			—			—			43,276			43,276
Common dividends, $0.44 per share		—			—			—			(30,524	)		—			(30,524	)
Other transactions, net		—			—			(25	)		(78	)		—			(103	)
Balance, March 31, 2022		69,372		$	69,372		$	1,782,940		$	(147,632	)	$	7,518		$	1,712,198
Net income		—			—			—			120,222			—			120,222
Shares issued for stock compensation		3			3			(3	)		—			—			—
Equity-based compensation expense		—			—			2,368			—			—			2,368
Repurchase of common stock		(95	)		(95	)		—			(4,061	)		—			(4,156	)
Pension plans and OPEB obligations, net of tax		—			—			—			—			915			915
Cash flow hedges, net of tax		—			—			—			—			42,529			42,529
Dividends on common stock, $0.44 per share		—			—			—			(30,524	)		—			(30,524	)
Other transactions, net		—			—			78			(79	)		—			(1	)
Balance, June 30, 2022		69,280		$	69,280		$	1,785,383		$	(62,074	)	$	50,962		$	1,843,551

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

INDEX FOR THE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



Note 1: Basis of Presentation	10
Note 2: Segment Information	11
Note 3: Earnings Per Share	13
Note 4: Certain Balance Sheet Components	13
Note 5: Debt	14
Note 6: Derivative Instruments	15
Note 7: Fair Value Measurements	16
Note 8: Equity-Based Compensation	16
Note 9: Income Taxes	17
Note 10: Leases	18
Note 11: Pension and Other Postretirement Employee Benefits	19
Note 12: Components of Accumulated Other Comprehensive (Loss) Income	20
Note 13: CatchMark Merger	20
Note 14: Commitments and Contingencies	21

Table of Contents

Notes to Condensed Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION

General

PotlatchDeltic Corporation and its subsidiaries (collectively referred to in this report as the company, us, we or our) is a leading timberland Real Estate Investment Trust (REIT) with operations in nine states. We are engaged in activities associated with timberland management, including the sale of timber, the management of nearly 2.2 million acres of timberlands and the purchase and sale of timberlands. We are also engaged in the manufacturing and sale of wood products and the development of real estate. Our timberlands, real estate development projects and all of our wood products facilities are located within the continental United States. The primary market for our products is the United States. We converted to a REIT effective January 1, 2006.

Condensed Consolidated Financial Statements

The accompanying unaudited Condensed Consolidated Financial Statements provide an overall view of our results and financial condition and reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Condensed Consolidated Financial Statements, such adjustments are of a normal, recurring nature. Intercompany transactions and accounts have been eliminated in consolidation. The Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain disclosures normally provided in accordance with accounting principles generally accepted in the United States (GAAP) have been omitted. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 16, 2023. Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year.

Increased Authorized Shares of Common Stock

On May 1, 2023, the stockholders of the company approved an amendment (the “Amendment”) to the Company’s Third Restated Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of the company’s common stock from 100 million to 200 million. The Amendment became effective upon the filing of the Certificate of Amendment to the Charter with the Secretary of State of the State of Delaware on May 1, 2023.

Use of Estimates

The preparation of our Condensed Consolidated Financial Statements in conformity with GAAP requires management to make estimates and requires judgments affecting the amounts reported in the financial statements and the accompanying notes. Actual results may differ materially from our estimates.

Recent Accounting Standards

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board or other standard setting bodies and are adopted by the company as of the specified effective date. For the six months ended June 30, 2023, there were no new accounting pronouncements that management believes materially affect the company’s present or future results of operations, overall financial condition, liquidity or disclosures.

Table of Contents

NOTE 2. SEGMENT INFORMATION

Our operations are organized into three reportable segments: Timberlands, Wood Products and Real Estate. Management activities in the Timberlands segment include planting and harvesting trees and building and maintaining roads. The Timberlands segment also generates revenues from non-timber resources such as hunting leases, recreation permits and leases, mineral rights contracts, oil and gas royalties and carbon sequestration. The Wood Products segment manufactures and sells lumber and plywood. The Real Estate segment includes the sale of land holdings deemed non-strategic or identified as having higher and better use alternatives, a master planned community development and a country club.

Our Timberlands segment supplies our Wood Products segment with a portion of its wood fiber needs. These intersegment revenues are based on prevailing market prices and typically represent a sizeable portion of the Timberlands segment’s total revenues. Our other segments generally do not generate intersegment revenues. These intercompany transactions are eliminated in consolidation.

The reportable segments follow the same accounting policies used for our Condensed Consolidated Financial Statements, with the exception of the valuation of inventories, which are reported using the average cost method for purposes of reporting segment results.

The following table presents our revenues by major product:


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023			2022			2023			2022
Timberlands
Northern region
Sawlogs	$	36,822		$	62,930		$	90,147		$	144,434
Pulpwood		369			587			772			979
Other		372			213			633			516
Total Northern revenues		37,563			63,730			91,552			145,929

Southern region
Sawlogs		27,802			24,365			59,556			47,746
Pulpwood		15,006			12,221			31,138			23,848
Stumpage		4,148			2,108			13,381			5,466
Other		4,098			3,062			8,228			6,154
Total Southern revenues		51,054			41,756			112,303			83,214

Total Timberlands revenues		88,617			105,486			203,855			229,143

Wood Products
Lumber		133,289			219,924			247,087			470,688
Residuals and Panels		34,380			46,709			73,377			91,687
Total Wood Products revenues		167,669			266,633			320,464			562,375

Real Estate
Rural real estate		4,570			16,440			22,389			38,086
Development real estate		9,409			7,946			12,209			18,224
Other		3,085			2,350			6,329			4,491
Total Real Estate revenues		17,064			26,736			40,927			60,801

Total segment revenues		273,350			398,855			565,246			852,319
Intersegment Timberlands revenues1		(27,243	)		(39,258	)		(61,177	)		(81,372	)
Other intersegment revenues		(6	)		—			(6	)		—
Total consolidated revenues	$	246,101		$	359,597		$	504,063		$	770,947


1	Intersegment revenues represent logs sold by our Timberlands segment to our Wood Products segment.

Table of Contents

Management uses Adjusted EBITDDA to evaluate the operating performance and effectiveness of operating strategies of our segments and allocation of resources to them. EBITDDA is calculated as net income before interest expense, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses. Our calculation of Adjusted EBITDDA may not be comparable to that reported by other companies.

The following table summarizes information for each of the company’s reportable segments and includes a reconciliation of Total Adjusted EBITDDA to income before income taxes. Corporate information is included to reconcile segment data to the Condensed Consolidated Financial Statements.


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023			2022			2023			2022
Adjusted EBITDDA:
Timberlands	$	29,316		$	57,890		$	75,955		$	134,324
Wood Products		11,967			107,256			11,936			257,207
Real Estate		12,237			21,816			31,702			51,940
Corporate		(10,521	)		(13,912	)		(21,262	)		(23,496	)
Eliminations and adjustments		2,446			2,120			4,891			757
Total Adjusted EBITDDA		45,445			175,170			103,222			420,732
Interest expense, net1		(7,613	)		(7,419	)		(7,812	)		(10,313	)
Depreciation, depletion and amortization		(27,087	)		(20,007	)		(58,851	)		(39,509	)
Basis of real estate sold		(4,884	)		(7,325	)		(15,515	)		(18,179	)
CatchMark merger-related expenses		(244	)		—			(2,453	)		—
Gain on fire damage		23,110			9,868			23,110			9,592
Pension settlement charge		—			—			—			(14,165	)
Non-operating pension and other postretirement employee benefit costs		(229	)		(1,809	)		(457	)		(3,738	)
(Loss) gain on disposal of fixed assets		(21	)		13			(21	)		16
Other		258			—			268			—
Income before income taxes	$	28,735		$	148,491		$	41,491		$	344,436

Depreciation, depletion and amortization:
Timberlands	$	15,895		$	11,563		$	36,356		$	23,724
Wood Products		10,948			8,136			21,983			15,157
Real Estate		121			173			277			343
Corporate		123			135			235			285
		27,087			20,007			58,851			39,509
Bond discounts and deferred loan fees1		409			372			818			744
Total depreciation, depletion and amortization	$	27,496		$	20,379		$	59,669		$	40,253

Basis of real estate sold:
Real Estate	$	4,887		$	7,328		$	15,518		$	18,188
Eliminations and adjustments		(3	)		(3	)		(3	)		(9	)
Total basis of real estate sold	$	4,884		$	7,325		$	15,515		$	18,179


1	Bond discounts and deferred loan fees are reported within interest expense, net on the Condensed Consolidated Statements of Operations.

Table of Contents

NOTE 3. EARNINGS PER SHARE

The following table reconciles the number of shares used in calculating basic and diluted earnings per share:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Basic weighted-average shares outstanding		80,145		69,580		80,087		69,502
Incremental shares due to:
Performance shares		226		152		177		154
Restricted stock units		45		59		33		75
Diluted weighted-average shares outstanding		80,416		69,791		80,297		69,731

For stock-based awards, the dilutive effect is calculated using the treasury stock method. Under this method, the dilutive effect is computed as if the awards were exercised at the beginning of the period (or at time of issuance, if later) and assumes the related proceeds were used to repurchase common stock at the average market price during the period. Related proceeds include future compensation cost associated with the stock award.

For the three and six months ended June 30, 2023, there were approximately 34,000 and 68,000 stock-based awards, respectively, that were excluded from the calculation of diluted earnings per share as they were anti-dilutive. For the three and six months ended June 30, 2022, there were approximately 98,000 and 78,000 stock-based awards, respectively, that were excluded from the calculation of diluted earnings per share as they were anti-dilutive.

Share Repurchase Program

On August 30, 2018, our board of directors authorized management to repurchase up to $100.0 million of common stock with no time limit set for the repurchase (the 2018 Repurchase Program). During the three and six months ended June 30, 2022, we repurchased 94,566 shares of our common stock in open-market transactions for a total consideration of $4.2 million under the 2018 Repurchase Plan.

Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the Trading Plan), or through privately negotiated transactions. The timing, manner, price and amount of repurchases will be determined according to, and subject to, the terms of the Trading Plan, and, subject to the terms of the Trading Plan, the 2022 Repurchase Program may be suspended, terminated or modified at any time for any reason. During the three and six months ended June 30, 2023, we repurchased 8,761 shares of our common stock for total consideration of $0.4 million under the 2022 Repurchase Plan. At June 30, 2023, we had remaining authorization of $149.6 million for future stock repurchases under the 2022 Repurchase Program. Transaction costs are not counted against authorized funds.

We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability to account for repurchases that have not been cash settled. We retire shares upon repurchase. Any excess repurchase price over par is recorded in accumulated deficit.

NOTE 4. CERTAIN BALANCE SHEET COMPONENTS

Inventories


(in thousands)	June 30, 2023			December 31, 2022
Logs	$	30,294		$	30,586
Lumber, panels and veneer		37,270			35,888
Materials and supplies		22,877			21,262
Total inventories		90,441			87,736
Less: LIFO reserve		(19,778	)		(19,778	)
Total inventories, net	$	70,663		$	67,958

Table of Contents

Property, plant and equipment


(in thousands)	June 30, 2023			December 31, 2022
Property, plant and equipment	$	597,517		$	588,935
Less: accumulated depreciation		(290,539	)		(270,751	)
Total property, plant and equipment, net	$	306,978		$	318,184

Ola, Arkansas sawmill fire

On June 13, 2021, a fire occurred at our Ola, Arkansas sawmill. There were no injuries or environmental issues from the fire. The damage was principally limited to the large log primary breakdown area of the mill. The new equipment has been installed and the large log line restarted in September 2022. We have adequate property damage and business interruption insurance and expect to be reimbursed for both property damage and business interruption losses by our insurance carriers, subject to a $2.0 million deductible. During the three and six months ended June 30, 2023, we recorded insurance recoveries of $23.1 million from the Ola sawmill claim, all of which was recognized as a gain on fire damage in the Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2022, we recorded $9.9 million and $9.2 million, respectively as gain on fire damage at the Ola sawmill. Through June 30, 2023, the insurance carriers have approved a total of $73.1 million in insurance recoveries for both property damage and business interruption claims at the Ola sawmill. We expect to finalize our insurance claim for the Ola, Arkansas sawmill fire during the second half of 2023. Insurance recoveries are recorded when deemed probable and reasonably estimable.

Timber and timberlands


(in thousands)	June 30, 2023		December 31, 2022
Timber and timberlands	$	2,385,167	$	2,416,134
Logging roads		90,887		92,238
Total timber and timberlands, net	$	2,476,054	$	2,508,372

Accounts payable and accrued liabilities


(in thousands)	June 30, 2023		December 31, 2022
Accrued payroll and benefits	$	19,369	$	29,051
Accounts payable		17,138		12,241
Deferred revenue1		16,519		10,860
Accrued taxes		8,336		7,161
Accrued interest		8,254		7,778
Other current liabilities		26,477		27,770
Total accounts payable and accrued liabilities	$	96,093	$	94,861

1

Deferred revenue predominately relates to hunting and other access rights on our timberlands, payments received for lumber shipments where control of goods has not transferred, member-related activities at an owned country club and any post-close obligations for real estate sales. These contract liabilities are recognized over the term of the contracts, which is typically twelve months or less, except for country club initiation fees which are recognized over the average life of club membership.

NOTE 5. DEBT

TERM LOANS

At June 30, 2023, our total outstanding principal on our long-term debt of $1.0 billion included $971.0 million of term loans under our Second Amended and Restated Term Loan Agreement (Amended Term Loan Agreement) with our primary lender. Certain borrowings under the Amended Term Loan Agreement are at one-month SOFR-indexed variable rates, plus a spread between 1.66% and 2.30%. We have entered into SOFR-indexed interest rate swaps to fix the interest rate on these variable rate term loans. See Note: 6 Derivative Instruments for additional information.

CREDIT AGREEMENT

On May 18, 2023, we entered into a First Amendment to the Third Amended and Restated Credit Agreement (Amended Credit Agreement). The Amended Credit Agreement provides for loans based on the Secured Overnight Financing Rate (“SOFR”) instead of the London Inter-Bank Offered Rate (“LIBOR”), provides us the option to borrow based on a daily SOFR or term SOFR basis, and provides mechanics relating to the transition from the use of SOFR to a replacement benchmark rate upon the occurrence of certain transition events.

Table of Contents

The Amended Credit Agreement provides for a $300.0 million revolving line of credit that matures February 14, 2027. As provided in the Amended Credit Agreement, borrowings may be increased by up to an additional $500.0 million. The revolving line of credit also includes a sublimit of $75.0 million for the issuance of standby letters of credit and a sublimit of $25.0 million for swing line loans. Usage under either or both sub facilities reduces availability under the revolving line of credit. We may utilize borrowings under the Amended Credit Agreement to, among other things, refinance existing indebtedness and provide funding for working capital requirements, capital projects, acquisitions and other general corporate expenditures. At June 30, 2023, there were no borrowings under the revolving line of credit and approximately $0.7 million of our revolving line of credit was utilized for outstanding letters of credit.

We were in compliance with all debt and credit agreement covenants at June 30, 2023.

NOTE 6. DERIVATIVE INSTRUMENTS

From time to time, we enter into derivative financial instruments to manage certain cash flow and fair value risks. Derivatives designated and qualifying as a hedge of the exposure to variability in the cash flows of a specific asset or liability that is attributable to a particular risk, such as interest rate risk, are considered cash flow hedges. All our cash flow hedges are expected to be highly effective in achieving offsetting cash flows attributable to the hedged interest rate risk through the term of the hedges.

At June 30, 2023, we have interest rate swaps associated with $721.0 million of SOFR-indexed term loan debt. These cash flow hedges convert variable rates ranging from one-month SOFR plus 1.66% to 2.30%, to fixed rates ranging from 2.19% to 4.79% before patronage credits from lenders. At June 30, 2023, we also have $250.0 million of forward-starting interest rate swaps designated as cash flow hedges for expected future debt refinances that require settlement on the stated maturity date.

The gross fair values of derivative instruments at June 30, 2023 and December 31, 2022, were $139.8 million and $144.6 million, respectively, all of which were classified in Other assets, non-current on our Condensed Consolidated Balance Sheets. Derivative instruments that mature within one year, as a whole, are classified as current.

The following table details the effect of derivatives on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income:


		Three Months Ended June 30,					Six Months Ended June 30,
(in thousands)	Location	2023		2022			2023		2022
Derivatives designated in cash flow hedging relationships:
Interest rate contracts
Income recognized in other comprehensive income (loss), net of tax		$	22,337	$	41,178		$	8,746	$	82,508
Amounts reclassified from accumulated other comprehensive income (loss), net of tax1	Interest expense, net	$	4,618	$	(1,351	)	$	8,362	$	(3,297	)

Interest expense, net		$	7,613	$	7,419		$	7,812	$	10,313

1 Realized gains and losses on interest rate contracts consist of realized net cash received or paid and interest accruals on the interest rate swaps during the periods in addition to amortization of amounts out of other comprehensive (loss) income related to certain terminated hedges and adjustments to interest expense resulting from amortization of inception value of certain off-market designated hedges. Net cash received or paid is included within Interest expense, net in the Condensed Consolidated Statements of Operations.

At June 30, 2023, the amount of net gains expected to be reclassified into earnings in the next 12 months is approximately $20.2 million. However, this expected amount to be reclassified into earnings is subject to volatility as the ultimate amount recognized in earnings is based on the SOFR rates at the time of net swap cash payments.

Table of Contents

NOTE 7. FAIR VALUE MEASUREMENTS

The following table presents the estimated fair values of our financial instruments:


	June 30, 2023						December 31, 2022
(in thousands)	Carrying Amount			Fair Value			Carrying Amount			Fair Value
Derivative assets related to interest rate swaps (Level 2)	$	139,787		$	139,787		$	144,583		$	144,583

Long-term debt, including current portion (Level 2):
Term loans	$	(969,594	)	$	(962,002	)	$	(969,269	)	$	(961,632	)
Revenue bonds		(65,735	)		(65,004	)		(65,735	)		(64,602	)
Total long-term debt1	$	(1,035,329	)	$	(1,027,006	)	$	(1,035,004	)	$	(1,026,234	)

Company owned life insurance asset (COLI) (Level 3)	$	4,699		$	4,699		$	4,311		$	4,311


1	The carrying amount of long-term debt includes principal and unamortized discounts.

The fair value of interest rate swaps is determined using a discounted cash flow analysis, based on third-party sources, on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity and uses observable market-based inputs, including interest rate forward curves.

The fair value of our long-term debt is estimated based upon quoted market prices for similar debt issues or estimated based on average market prices for comparable debt when there is no quoted market price.

The contract value of our company owned life insurance is based on the amount at which it could be redeemed and, accordingly, approximates fair value.

We believe that our other financial instruments, including cash and cash equivalents, restricted cash, receivables and payables have net carrying values that approximate their fair values with only insignificant differences. This is primarily due to the short-term nature of these instruments.

NOTE 8. EQUITY-BASED COMPENSATION

We issue new shares of common stock to settle performance stock awards (PSAs), restricted stock units (RSUs) and deferred compensation stock equivalent units. At June 30, 2023, approximately 1.8 million shares were available for future use under our long-term incentive plans.

Share-based compensation activity during the six months ended June 30, 2023, included the following:


	Granted		Vested		Forfeited
Performance Share Awards (PSAs)		106,342		—		28,177
Restricted Stock Units (RSUs)		119,579		17,225		12,727

Approximately 0.2 million shares of common stock were issued to employees during the six months ended June 30, 2023 as a result of PSA and RSU vesting during 2022 and 2023.

The following details compensation expense and the related income tax benefit for company specific equity-based awards:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Equity-based compensation expense:
Performance share awards	$	719	$	1,518	$	2,140	$	2,816
Restricted stock units		809		801		1,618		1,510
Deferred compensation stock equivalent units expense		49		49		98		98
Total equity-based compensation expense	$	1,577	$	2,368	$	3,856	$	4,424

Total tax benefit recognized for equity-based expense	$	137	$	119	$	259	$	219

Table of Contents

Performance Share Awards

The weighted average grant date fair value of PSAs granted in 2023 was $61.21 per share. PSAs granted under the stock incentive plans have a three-year performance period and shares are issued at the end of the period if the performance measures are met. The number of shares actually issued, as a percentage of the amount subject to the PSA, could range from 0% to 200%. PSAs granted under the stock incentive plans do not have voting rights unless and until shares are issued upon settlement. If shares are issued at the end of the performance measurement period, the recipients will receive dividend equivalents in the form of additional shares of common stock at the date of settlement equal to the dividends that would have been paid on the shares earned had the recipients owned the shares during the three-year period. The share awards are not considered participating securities.

The following table presents the key inputs used in the Monte Carlo simulation to calculate the fair value of the performance share awards granted in 2023:


Stock price as of valuation date	$	47.55
Risk-free rate		4.14	%
Expected volatility		36.24	%
Expected dividend yield1		—
Expected term (years)		3.00


1	Full dividend reinvestment assumed.

Restricted Stock Units

The weighted average fair value of all RSUs granted during the six months ended June 30, 2023, was $46.98 per share. The fair value of RSUs granted equaled our common share price on the date of grant factoring in any required post-vesting holding periods. The RSU awards granted accrue dividend equivalents based on dividends paid during the RSU vesting period. Recipients will receive dividend equivalents in the form of additional shares of common stock at the date the vested RSUs are settled. Any forfeited RSUs will not receive dividends. The share awards are not considered participating securities.

NOTE 9. INCOME TAXES

As a REIT, we generally are not subject to federal and state corporate income taxes on income from investments in real estate, including our timberlands, that we distribute to our shareholders. We conduct certain activities through our PotlatchDeltic taxable REIT subsidiaries (TRS) which are subject to corporate level federal and state income taxes. These activities are principally comprised of our wood products manufacturing operations and certain real estate investments. Therefore, income tax expense or benefit is primarily due to pre-tax book income or loss of the TRS, as well as permanent book versus tax differences and discrete items.

During the three and six months ended June 30, 2023, we reduced our federal effected deferred blended state tax rate. This reduction was a result of changes in tax laws enacted during the quarter in certain states in which our TRS subsidiaries operate. The effect of the change resulted in a $1.0 million reduction to our net deferred tax liability and an offsetting reduction to tax expense, all of which was recorded as a discrete item for the three and six months ended June 30, 2023.

Table of Contents

NOTE 10. LEASES

We lease certain equipment, office space and land. Lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease.

The following table presents supplemental balance sheet information related to lease assets and liabilities:


(in thousands)	Classification	June 30, 2023		December 31, 2022
Assets
Operating lease assets	Other long-term assets	$	8,826	$	9,306
Finance lease assets1	Property, plant and equipment, net		12,302		13,213
Total lease assets		$	21,128	$	22,519

Liabilities
Current:
Operating lease liabilities	Accounts payable and accrued liabilities	$	2,319	$	2,570
Finance lease liabilities	Accounts payable and accrued liabilities		4,406		4,834
Noncurrent:
Operating lease liabilities	Other long-term obligations		6,651		6,716
Finance lease liabilities	Other long-term obligations		7,790		8,179
Total lease liabilities		$	21,166	$	22,299


1	Finance lease assets are presented net of accumulated amortization of $9.0 million and $7.9 million as of June 30, 2023 and December 31, 2022, respectively.

The following table presents the components of lease expense:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2023		2022		2023		2022
Operating lease costs1	$	796	$	881	$	1,682	$	1,828
Finance lease costs:
Amortization of leased assets		1,331		995		2,562		1,924
Interest expense		113		69		224		136
Net lease costs	$	2,240	$	1,945	$	4,468	$	3,888


1	Excludes short-term leases and variable lease costs, which are immaterial.

The following table presents supplemental cash flow information related to leases:


	Six Months Ended June 30,
(in thousands)	2023		2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	1,629	$	1,822
Operating cash flows for finance leases	$	213	$	136
Financing cash flows for finance leases	$	2,817	$	1,961
Leased assets exchanged for new lease liabilities:
Operating leases	$	1,149	$	1,279
Finance leases	$	2,111	$	2,331

Table of Contents

NOTE 11. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS

The following table details the components of net periodic cost (benefit) of our pension plans and other postretirement employee benefits (OPEB):


	Three Months Ended June 30,
	Pension						OPEB
(in thousands)	2023			2022			2023			2022
Service cost	$	1,355		$	1,652		$	28		$	79
Interest cost		3,137			2,611			293			229
Expected return on plan assets		(3,025	)		(2,258	)		—			—
Amortization of prior service cost		11			18			—			156
Amortization of actuarial (gain) loss		(21	)		1,148			(166	)		(95	)
Total net periodic cost	$	1,457		$	3,171		$	155		$	369


	Six Months Ended June 30,
	Pension						OPEB
(in thousands)	2023			2022			2023			2022
Service cost	$	2,711		$	3,501		$	55		$	158
Interest cost		6,275			5,423			587			458
Expected return on plan assets		(6,053	)		(5,403	)		-			—
Amortization of prior service cost		22			36			-			312
Amortization of actuarial (gain) loss		(42	)		3,102			(332	)		(190	)
Net periodic cost before pension settlement charge		2,913			6,659			310			738
Pension settlement charge		—			14,165			—			—
Net periodic cost	$	2,913		$	20,824		$	310		$	738

During the six months ended June 30, 2023 and 2022, funding of pension and other postretirement employee benefit plans was $2.3 million and $2.3 million, respectively.

Pension Annuitization

In March 2022, we transferred $75.6 million of our qualified pension plan (the Plan) assets to an insurance company for the purchase of a group annuity contract. As a result of the transaction, the insurance company assumed responsibility for annuity administration and benefit payments to select retirees and terminated vested participants, with no change to participants' pension benefits. We recorded a non-cash pretax settlement charge of $14.2 million in non-operating expense, net, as a result of accelerating the recognition of actuarial losses included in Accumulated Other Comprehensive Income that would have been recognized in future periods. The settlement triggered a remeasurement of plan assets and liabilities.

Table of Contents

NOTE 12. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table details changes in amounts included in our Accumulated Other Comprehensive Income (Loss) (AOCI) by component on our Condensed Consolidated Balance Sheets, net of tax:


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023			2022			2023			2022
Pension and Other Postretirement Employee Benefits
Balance at beginning of period	$	(28,625	)	$	(43,889	)	$	(28,494	)	$	(51,369	)
Unrecognized gains (losses) arising in AOCI during the period:
Gross		—			—			—			(6,157	)
Tax effect		—			—			—			1,570
Reclassifications from AOCI to earnings:
Pension settlement1		—			—			—			14,165
Other1		(176	)		1,227			(352	)		3,260
Tax effect		43			(312	)		88			(4,443	)
Net of tax amount		(133	)		915			(264	)		8,395
Other reclassifications		(211	)		—			(211	)		—
Balance at end of period		(28,969	)		(42,974	)		(28,969	)		(42,974	)
Cash Flow Hedges
Balance at beginning of period		108,811			51,407			126,146			8,131
Unrecognized gains arising in AOCI during the period:
Gross		22,754			43,935			8,873			87,427
Tax effect		(462	)		(2,757	)		(172	)		(4,919	)
Reclassifications from AOCI to earnings:
Gross2		(4,726	)		1,411			(8,563	)		3,444
Tax effect		108			(60	)		201			(147	)
Net of tax amount		17,674			42,529			339			85,805
Other reclassifications		45			—			45			—
Balance at end of period		126,530			93,936			126,530			93,936
Accumulated other comprehensive income, end of period	$	97,561		$	50,962		$	97,561		$	50,962

1 Included in the computation of net periodic pension costs.

2 Included in Interest expense, net on the Condensed Consolidated Statement of Operations.

See Note 11: Pension and Other Postretirement Employee Benefits and Note 6: Derivative Instruments for additional information.

NOTE 13. CATCHMARK MERGER

On September 14, 2022, CatchMark Timber Trust, Inc. (CatchMark) and CatchMark Timber Operating Partnership, L.P. (the Partnership) merged into a wholly owned subsidiary (Merger Sub) of PotlatchDeltic, pursuant to the terms of a merger agreement dated May 29, 2022, with the Merger Sub surviving the mergers. CatchMark owned approximately 348,000 acres of superior site index timberlands located in Alabama, Georgia and South Carolina. The CatchMark timber and timberlands assets and operations are included in our Timberlands segment within the Southern region.

As a result of the merger, we issued approximately 11.5 million shares of PotlatchDeltic common stock, including: (i) 11.3 million shares in exchange for the outstanding shares of CatchMark common stock, which included unvested CatchMark share-based awards that fully vested upon closing of the merger; and (ii) 0.2 million shares in exchange for the Partnership OP Units. We capitalized transaction costs of $9.3 million for items such as investment banking fees, legal services, and other professional fees directly attributable to the merger.

Table of Contents

We accounted for the transaction as an asset acquisition as substantially all the value of the acquisition was concentrated in the acquired timber and timberlands. We allocated the cost of the acquisition to the net assets acquired based on their relative estimated fair value on the acquisition date. This resulted in an allocation of $782.3 million to timber and timberlands, $3.0 million to intangible assets, $32.0 million to other assets and $23.6 million for cash acquired in the merger. Additionally, we assumed $323.1 million of liabilities including $300.0 million of outstanding long-term debt. Immediately following the merger, we refinanced $277.5 million of the long-term debt assumed in the merger and repaid the remaining $22.5 million with cash on hand. We also entered into $277.5 million of interest rate swaps to fix the interest rates on the refinanced long-term debt.

During the three and six months ended June 30, 2023, we incurred non-capitalizable merger costs in connection with the CatchMark merger of approximately $0.2 million and $2.5 million, respectively. These fees consisted primarily of post-merger period fees for professional services and are included in CatchMark merger-related expenses in our Condensed Consolidated Statements of Operations.

NOTE 14. COMMITMENTS AND CONTINGENCIES

At any given time, we are subject to claims and actions incidental to the operations of our business. Based on information currently available, we do not expect that any sums we may receive or have to pay in connection with any legal proceeding would have a materially adverse effect on our consolidated financial position, operating results or net cash flow.

ENVIRONMENTAL MATTER

Pursuant to the 2002 Asset Purchase Agreement under which Sappi Cloquet LLC (Sappi) purchased our Cloquet, Minnesota pulp and paper mill (the Plant), we agreed to indemnify Sappi from certain environmental liabilities accruing from the pre-sale operations of the Plant. In February 2021, we were notified by Sappi that the Environmental Protection Agency (EPA) contacted Sappi about the opportunity to participate with the Minnesota Pollution Control Agency (MPCA) and the EPA in a voluntary federal sediment remediation program under the Great Lakes Legacy Act (GLLA) for a project in the St. Louis River Area of Concern, which runs from Cloquet, Minnesota to Lake Superior. The GLLA is a sediment remediation program administered by EPA that provides up to 65% federal funding for the remediation of contaminated sediments in the Great Lakes region. The GLLA program requires at least 35% cash or in-kind contributions from non-federal sponsors (NFS). The EPA’s invitation to Sappi made no demands on or claims against Sappi, nor have EPA or MPCA made any demands or claims against PotlatchDeltic.

The identified sediment remediation project at Thomson Reservoir is downstream from the Plant. The Plant was identified for potential partnership with EPA and MPCA on this project based on the Plant’s historic direct discharges of wastewater and leachate from the Plant’s landfill into the St. Louis River prior to the re-routing of the discharges in 1979 to a public wastewater treatment facility. After multiple discussions with the MPCA and completion of our extensive due diligence on this matter, we informed the MPCA in January 2023 that we were interested in voluntarily participating in the program, subject to an equitable division with the MPCA of the NFS share of the costs.

We accrued $5.6 million at December 31, 2022, for our estimated contribution to the remediation project. The project is still pending negotiation of a Project Agreement between the EPA, the MPCA, and us. While it is reasonably possible that we may incur an additional liability as this project develops, we are unable to estimate at this time the amount of additional charges, if any, which may be required for this matter in the future.

Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Information

This report contains, in addition to historical information, certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, expectations regarding economic conditions, including interest rates and our ability to offset the impact of inflation; expected seasonal fluctuations in our business segments; expected effectiveness of our hedging instruments and swaps; amount of net earnings on cash flow hedges expected to be reclassified into earnings in the next 12 months; expected return on pension assets; anticipated share repurchases and dividend payments; anticipated cash balances, cash flows from operations and expected liquidity; potential uses of our credit facility; anticipated insurance coverage for the Ola, Arkansas sawmill fire and expected timing to receive the remaining insurance proceeds; expectations regarding debt obligations, interest payments and debt refinancing; maintenance of our investment grade credit rating; expectations regarding the U.S. housing market and home repair and remodeling activity; the lumber and log markets and pricing; lumber shipment volumes; timber harvest volumes; rural real estate and real estate development sales; sufficiency of cash and any necessary borrowings to meet operating requirements; expected 2023 and future capital expenditures; costs associated with the expansion and modernization of our Waldo, Arkansas sawmill, the expected timing of completion of the project, and expected increases in productivity and reduction in operating costs resulting from the project; expectations regarding our ability to participate in the development of the natural climate solutions and forest carbon sequestration markets; and similar matters. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often involve use of words such as expects, may, could, should, will, believes, anticipates, estimates, projects, intends, plans, targets or approximately, or similar words or terminology. These forward-looking statements reflect our current views regarding future events based on estimates and assumptions and are therefore subject to known and unknown risks and uncertainties and are not guarantees of future performance. The realization of our expectations and the accuracy of our assumptions are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to:

•

the effect of general economic conditions, including employment rates, interest rate levels, discount rates, housing starts and the general availability of financing for home mortgages;

•

availability of labor and developable land;

•

changes in the level of residential and commercial construction and remodeling activity;

•

changes in tariffs, quotas and trade agreements involving wood products;

•

changes in demand for our products and real estate;

•

changes in timber prices, harvest levels, and timberland values;

•

changes in silviculture, production and production capacity in the forest products industry;

•

competitive pricing pressures for our products;

•

disruptions or inefficiencies in our supply chain and/or operations and unanticipated manufacturing disruptions;

•

the effect of weather on our harvesting and manufacturing activities;

•

the risk of loss from fire (such as the Ola, Arkansas sawmill fire and fires on our timberland), floods, windstorms, hurricanes, pest infestation or other natural disasters;

•

changes in the cost or availability of shipping and transportation;

•

changes in principal expenses, recent increases in inflation and the extent to which such increases will continue;

•

unforeseen environmental liabilities or expenditures;

•

changes in general and industry-specific environmental laws and regulations, and interpretations thereof by regulatory agencies;

•

impact of disease outbreaks or other human health threats; and

•

our ability and our contractors’ ability to implement the modernization plan for the Waldo, Arkansas sawmill.

Table of Contents

For a discussion of some of the factors that may affect our business, results and prospects and a nonexclusive listing of forward-looking statements, refer to Cautionary Statement Regarding Forward-Looking Information on page 1 and Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022. Investors should not interpret the disclosure of a risk to imply that the risk has not already materialized. Forward-looking statements contained in this report present our views only as of the date of this report. Except as required under applicable law, we do not intend to issue updates concerning any future revisions of our views to reflect events or circumstances occurring after the date of this report.

Our Company

We are a leading timberland REIT with ownership of nearly 2.2 million acres of timberland. We also own six sawmills and an industrial grade plywood mill, a residential and commercial real estate development business and a rural timberland sales program.

Our operations are organized into three business segments: Timberlands, Wood Products and Real Estate. Our Timberlands segment supplies our Wood Products segment with a portion of its wood fiber needs. These intersegment revenues are based on prevailing market prices and typically represent a sizeable portion of the Timberlands segment’s total revenues. Our other segments generally do not generate intersegment revenues. In the discussion of our consolidated results of operations, our revenues and expenses are reported after elimination of intersegment revenues and expenses. In the Business Segment Results discussion below, each segment’s revenues and expenses, as applicable, are presented before elimination of intersegment revenues and expenses.

The operating results of our Timberlands, Wood Products and Real Estate business segments have been and will continue to be affected by the cyclical nature of the forest products industry. Log and pulpwood sales volumes in our Timberlands segment are typically lower in the first half of each year as winter rains in the Southern region and spring thaw in the Northern region limit timber harvesting operations due to softened roadbeds and wet logging conditions that restrict access to logging sites. The third quarter is typically our Timberlands segment's strongest production quarter. Demand for our manufactured wood products typically decreases in the winter months when construction activity is slower, while demand typically increases during the spring, summer and fall when construction activity is generally higher. Rural real estate dispositions and acquisitions can be adversely affected when access to any properties to be sold or considered for acquisition are limited due to adverse weather conditions. Development real estate sales at Chenal Valley occur throughout the year, though historically most sales take place in the second half of the year as builders prepare for the following year's spring and summer traditional home building and buying season. The timing of development real estate sales can also be impacted by contractor availability needed to complete infrastructure and other improvements prior to bringing developed real estate to market.

Our business segments have been and will continue to be influenced by a variety of other factors, including tariffs, quotas and trade agreements, changes in timber prices and in harvest levels from our timberlands, competition, timberland valuations, demand for our non-strategic timberland for higher and better use purposes, lumber prices, weather conditions, disruptions or inefficiencies in our supply chain including the availability of transportation, the efficiency and level of capacity utilization of our Wood Products manufacturing operations, changes in our principal expenses such as log costs, inflation, asset dispositions or acquisitions, impact of pandemics (such as COVID-19 and its variants), fires (such as the Ola, Arkansas sawmill fire and fires on our timberlands), other natural disasters and other factors.

Additionally, governments and businesses across the globe are taking action on climate change and are making significant commitments towards reducing greenhouse gas emissions to net zero. Achieving these commitments will require governments and companies to take major steps to modify operations, invest in low-carbon activities and purchase offsets to reduce environmental impacts. We believe we are well positioned to help entities achieve these commitments through natural climate solutions, including forest carbon sequestration and carbon capture and selling pulpwood and sawmill residuals for green energy production.

Non-GAAP Measures

To supplement our financial statements presented in accordance with generally accepted accounting principles in the United States (GAAP), we present certain non-GAAP measures on a consolidated basis, including Adjusted EBITDDA and Cash Available for Distribution (CAD), which are defined and further explained and reconciled to the nearest GAAP measure in the Liquidity and Performance Measures section below. Our definitions of these non-GAAP measures may differ from similarly titled measures used by others. These non-GAAP measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP.

Adjusted EBITDDA is a non-GAAP measure that management uses in evaluating performance and allocating resources between segments, and that investors can use to evaluate the operational performance of the assets under management. It removes the impact of specific items that management believes do not directly reflect the core business operations on an ongoing basis. This measure should not be considered in isolation from and is not intended to represent an alternative to our

Table of Contents

results reported in accordance with GAAP. Management believes that this non-GAAP measure, when read in conjunction with our GAAP financial statements, provides useful information to investors by facilitating the comparability of our ongoing operating results over the periods presented, the ability to identify trends in our underlying business and the comparison of our operating results against analyst financial models and operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.

Our definition of EBITDDA and Adjusted EBITDDA may be different from similarly titled measures reported by other companies. We define EBITDDA as net income before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses. See Note 2: Segment Information in the Notes to the Condensed Consolidated Financial Statements for information related to the use of segment Adjusted EBITDDA.

Business and Economic Trends Affecting Our Operations

The demand for timber is directly affected by the underlying demand for lumber and other wood products, as well as by the demand for pulp, paper and packaging. Rising construction costs, a persistently tight labor pool, supply chain challenges and higher mortgage rates negatively impact the pace of housing starts and repair and remodel projects. Our Timberlands and Wood Products segments are impacted by both demand in the United States for new housing construction and repair and remodel of existing homes.

In July 2023, the U.S. Census bureau reported privately owned housing starts for June 2023 were 1.4 million on a seasonally adjusted annual basis, which was down 8.1% from June 2022. Higher interest rates, reduced affordability, inflation and general macroeconomic conditions in part have caused consumer confidence and building activity to decline. Additionally, actions by the U.S. Federal Reserve, the overall condition of the economy, and fluctuations in financial markets are all factors that influence long-term interest rates with the average 30-year fixed mortgage rate increasing during the past twelve months from approximately 5.7% at the end of June 2022 to approximately 6.71% at the end of June 2023.

However, there are recent signs of improvement as large homebuilders have reported an increase in new home orders. This has translated into higher single-family housing starts, as June 2023 was the second month in a row where single-family starts were above 900,000 units. Also, the National Association of Home Builders (NAHB) reported the NAHB/Wells Fargo Housing Market Index (HMI) was 56 in July 2023, the seventh straight month builder confidence has increased and the highest since June 2022. Overall, we believe long-term underlying housing fundamentals remain favorable, due to a shortage of homes, lower than historical-average existing inventory for sale and a large millennial demographic in their prime home-buying years.

The repair and remodel sector, which is the largest market segment for lumber demand, continues to exhibit favorable underlying fundamentals, including healthy household balance sheets, strong home center takeaway and an aging existing housing stock supporting repair and remodel demand. Also, in the current higher interest rate environment, prospective homebuyers that are locked in with lower mortgage rates on their existing home are more likely to stay and remodel versus move into a new home.

Inflation, which appears to have peaked in 2022, impacted our business during the first half of the year. The annual inflation rate in the U.S. continued to slow in June 2023 to a 3.0% unadjusted twelve-month average, while the Producer Price Index (final demand) slowed to 0.1% on an unadjusted basis compared to 6.2% at the end of December 2022.

In our Timberlands segment, a significant portion of our Idaho sawlog prices are indexed on a four-week lag to lumber prices. The Northern region experienced a decrease in sawlog prices during the first half of the year because of lower indexed lumber prices compared to the prior year. Our total harvest volume of 1.6 million tons in the second quarter of 2023 was higher than the second quarter of 2022, primarily due to the addition of the CatchMark timberlands in September 2022 and more favorable harvest conditions in Idaho. We expect to harvest between 1.9 and 2.0 million tons during the third quarter of 2023, with approximately 82% of the volume in the Southern region.

During the second quarter of 2021 we experienced a fire at our Ola, Arkansas sawmill. The damage was principally limited to the large log primary breakdown machine center which significantly impacted the sawmill’s lumber production. We installed new equipment and the large log line restarted in September 2022.

In our Wood Products segment, lumber shipments increased compared to the prior year primarily from greater lumber production at our Ola sawmill. We shipped 280 million board feet of lumber during the second quarter of 2023 and expect to ship between 270 and 280 million board feet of lumber during the third quarter of 2023.

Our Real Estate segment benefitted from strong Chenal Valley residential lot and commercial acre sales. We anticipate to sell approximately 2,600 acres of rural land and approximately 35 residential lots during the third quarter of 2023.

Table of Contents

Consolidated Results

The following table sets forth changes in our Condensed Consolidated Statements of Operations. Our Business Segment Results provide a more detailed discussion of our segments:


	Three Months Ended June 30,									Six Months Ended June 30,
(in thousands)	2023			2022			Change			2023			2022			Change
Revenues	$	246,101		$	359,597		$	(113,496	)	$	504,063		$	770,947		$	(266,884	)
Costs and expenses:
Cost of goods sold		215,063			191,334			23,729			439,413			371,181			68,232
Selling, general and administrative expenses		17,585			20,412			(2,827	)		35,815			36,706			(891	)
CatchMark merger-related expenses		244			—			244			2,453			—			2,453
Gain on fire damage		(23,110	)		(9,868	)		(13,242	)		(23,110	)		(9,592	)		(13,518	)
		209,782			201,878			7,904			454,571			398,295			56,276
Operating income		36,319			157,719			(121,400	)		49,492			372,652			(323,160	)
Interest expense, net		(7,613	)		(7,419	)		(194	)		(7,812	)		(10,313	)		2,501
Pension settlement charge		—			—			—			—			(14,165	)		14,165
Non-operating pension and other postretirement employee benefit costs		(229	)		(1,809	)		1,580			(457	)		(3,738	)		3,281
Other		258			—			258			268			—			268
Income before income taxes		28,735			148,491			(119,756	)		41,491			344,436			(302,945	)
Income taxes		(6,429	)		(28,269	)		21,840			(2,925	)		(60,334	)		57,409
Net income	$	22,306		$	120,222		$	(97,916	)	$	38,566		$	284,102		$	(245,536	)
Total Adjusted EBITDDA1	$	45,445		$	175,170		$	(129,725	)	$	103,222		$	420,732		$	(317,510	)


1	See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.

Second Quarter 2023 Compared with Second Quarter 2022

Revenues

Revenues were $246.1 million, a decrease of $113.5 million compared with the second quarter of 2022 primarily due to declines in lumber prices, Northern sawlog prices, and rural real estate land sales. These decreases were partially offset by increases in harvest volumes, lumber shipments, and commercial acres sold in Chenal Valley.

Cost of goods sold

Cost of goods sold increased $23.7 million compared with the second quarter of 2022 mainly due to higher manufacturing costs driven by increased lumber shipments, including shipments from the Ola sawmill following the large log line restart in September 2022, and higher log and haul costs primarily due to increased harvest volumes. These increases were partially offset by lower shipping costs and fewer rural real estate acres sold.

Selling, general and administrative expenses

Selling, general and administrative expenses decreased $2.8 million compared to the second quarter of 2022, primarily due to lower incentive and stock-based compensation in the second quarter of 2023. These decreases were partially offset primarily by incremental administrative costs following the CatchMark merger.

Gain on fire damage

During the second quarter of 2023, we recognized insurance recoveries of $23.1 million for fire damage at our Ola, Arkansas sawmill, compared to the second quarter of 2022, where we recognized insurance recoveries for fire damage of $10.0 million and disposal costs of $0.1 million.

Table of Contents

Income taxes

Income taxes are primarily due to income or loss from our PotlatchDeltic taxable REIT subsidiaries (TRS). For the three months ended June 30, 2023, we recorded income tax expense of $6.4 million on TRS income before tax of $29.0 million, which included the $23.1 million gain on fire damage. Income taxes for the three months ended June 30, 2023, also included an approximate $1.0 million tax benefit from the reduction of our blended deferred tax rate during the quarter. For the three months ended June 30, 2022, we recorded income tax expense of $28.3 million on TRS income before tax of $110.9 million.

Total Adjusted EBITDDA

Total Adjusted EBITDDA for the second quarter of 2023 decreased $129.7 million compared to the second quarter of 2022 primarily due to lower lumber and Northern sawlog prices, fewer rural real estate sales and higher log and haul costs. These decreases in Adjusted EBITDDA were partially offset by increased harvest volumes along with lower variable compensation. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented

Year to Date 2023 Compared with Year to Date 2022

Revenues

Revenues were $504.1 million, a decrease of $266.9 million compared with the first half of 2022, primarily due to declines in lumber and Northern sawlog prices, fewer residential lot sales in Chenal Valley and lower rural real estate land sales. These decreases were partially offset by increased harvest volumes and increased lumber shipments primarily from our Ola, Arkansas sawmill.

Cost of goods sold

Cost of goods sold increased $68.2 million compared with the first half of 2022 mainly due to higher manufacturing and log and haul costs primarily from increased lumber shipments and harvest volumes. These increases were partially offset by lower shipping costs and fewer rural real estate acres sold.

CatchMark merger-related expenses

Merger-related expenses during the first half of 2023 were $2.5 million primarily related to post-merger fees for professional services.

Gain on fire damage

During the first half of 2023, we recognized insurance recoveries of $23.1 million for fire damage at our Ola, Arkansas sawmill. During the first half of 2022, we recognized insurance recoveries of $10.4 million for fire damage and incurred $0.8 million of disposal costs at the Ola sawmill.

Interest expense

Interest expense, net, decreased $2.5 million compared to the first half of 2022, primarily due to higher interest income earned on cash and cash equivalents as a result of higher short-term interest rates, partially offset by increased net interest expense associated with $277.5 million in long-term debt assumed and refinanced in connection with the CatchMark merger in September 2022.

Pension settlement charge

In March 2022, we transferred $75.6 million of our qualified pension plan assets to an insurance company for the purchase of a group annuity contract. In connection with this transaction, we recorded a non-cash pretax settlement charge of $14.2 million.

Non-operating pension and other postretirement benefit costs

Non-operating pension and other postretirement benefit costs decreased $3.3 million compared to the first half of 2022 primarily as a result of an increase in the discount rate used to determine the benefit obligation and an increase in the expected return on plan assets.

Table of Contents

Income taxes

Income taxes are primarily due to income or loss from our TRS. For the six months ended June 30, 2023, we recorded income tax expense of $2.9 million on TRS income before tax of $15.4 million, which included the $23.1 million gain on fire damage. Income taxes for the six months ended June 30, 2023, also included an approximate $1.0 million tax benefit from the reduction of our blended deferred tax rate recorded in the second quarter of 2023. For the six months ended June 30, 2022, we recorded income tax expense of $60.3 million on TRS income before tax of $238.2 million, which included the $14.2 million pension settlement charge.

Total Adjusted EBITDDA

Total Adjusted EBITDDA for the first half of 2023 decreased $317.5 million compared to the first half of 2022 primarily due to lower lumber and Northern sawlog prices, higher manufacturing and log and haul costs and fewer rural real estate sales and residential lot sales in Chenal Valley. The decrease in Adjusted EBITDDA was partially offset by increased harvest volume. Refer to the Business Segment Results below for further discussions on activities for each of our segments. See Liquidity and Performance Measures for a reconciliation of Total Adjusted EBITDDA to net income, the closest comparable GAAP measure, for each of the periods presented.

Business Segment Results

Timberlands Segment


	Three Months Ended June 30,							Six Months Ended June 30,
(in thousands)	2023		2022		Change			2023		2022		Change
Revenues1	$	88,617	$	105,486	$	(16,869	)	$	203,855	$	229,143	$	(25,288	)
Costs and expenses:
Logging and hauling		47,160		37,123		10,037			106,369		77,205		29,164
Other		9,975		8,658		1,317			17,511		14,061		3,450
Selling, general and administrative expenses		2,166		1,815		351			4,020		3,553		467
Timberlands Adjusted EBITDDA2	$	29,316	$	57,890	$	(28,574	)	$	75,955	$	134,324	$	(58,369	)


1	Prior to elimination of intersegment fiber revenues of $27.2 million and $39.3 million for the three months ended June 30, 2023 and 2022, and $61.2 million and $81.4 million for the six months ended June 30, 2023 and 2022, respectively.
2	Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements.

Table of Contents

Timberlands Segment Statistics


	Three Months Ended June 30,							Six Months Ended June 30,
Harvest Volumes (in tons)	2023		2022		Change			2023		2022		Change
Northern region
Sawlog		319,173		276,347		42,826			789,963		661,637		128,326
Pulpwood		7,989		11,383		(3,394	)		16,018		19,642		(3,624	)
Total		327,162		287,730		39,432			805,981		681,279		124,702

Southern region
Sawlog		583,992		507,679		76,313			1,245,580		997,772		247,808
Pulpwood		480,310		376,843		103,467			972,715		756,494		216,221
Stumpage		229,675		117,618		112,057			673,954		314,131		359,823
Total		1,293,977		1,002,140		291,837			2,892,249		2,068,397		823,852

Total harvest volume		1,621,139		1,289,870		331,269			3,698,230		2,749,676		948,554

Sales Price/Unit ($ per ton)1
Northern region
Sawlog	$	115	$	228	$	(113	)	$	114	$	218	$	(104	)
Pulpwood	$	46	$	52	$	(6	)	$	48	$	50	$	(2	)

Southern region
Sawlog	$	48	$	48	$	—		$	48	$	48	$	—
Pulpwood	$	31	$	32	$	(1	)	$	32	$	32	$	—
Stumpage	$	18	$	18	$	—		$	20	$	17	$	3


1	Sawlog and pulpwood sales prices are on a delivered basis, which includes logging and hauling costs. Stumpage sales provide our customers the right to harvest standing timber. As such, the customer contracts the logging and hauling and bears such costs.

Timberlands Adjusted EBITDDA

The following table summarizes Timberlands Adjusted EBITDDA variances for the three and six months ended June 30, 2023, compared with the three and six months ended June 30, 2022:


(in thousands)	Three Months			Six Months
Timberlands Adjusted EBITDDA - prior year	$	57,890		$	134,324
Harvest volume		7,025			21,234
Sales price and mix		(31,794	)		(67,203	)
Logging and hauling costs per unit		(3,334	)		(10,682	)
Forest management, indirect and other		(471	)		(1,718	)
Timberlands Adjusted EBITDDA - current year	$	29,316		$	75,955

Second Quarter 2023 Compared with Second Quarter 2022

Timberlands Adjusted EBITDDA for the second quarter of 2023 decreased $28.6 million compared with the second quarter of 2022, primarily as a result of the following:

•

Harvest Volume: We harvested 1.3 million tons in the Southern region during the second quarter of 2023, which was 29.1% higher than the second quarter of 2022, primarily due to harvest activity on the CatchMark timberlands acquired in mid-September 2022, partially offset by wet weather impacting operating conditions compared to the second quarter of 2022. Northern harvest volumes increased 13.7% in the second quarter of 2023 from more favorable logging and hauling conditions compared to the second quarter of 2022 when hauling conditions were impacted by unseasonably wet weather in June 2022.

•

Sales Price and Mix: Sawlog prices in the Northern region decreased 49.6%, to $115 per ton, primarily due to the effect of lower indexed sawlog prices in Idaho. Southern sawlog prices remained relatively flat.

•

Logging and Hauling Cost per Unit: Log and hauling costs per unit were higher primarily due to inflationary operating cost increases, particularly in Idaho, partially offset by lower diesel costs.

Table of Contents

Year to Date 2023 Compared with Year to Date 2022

Timberlands Adjusted EBITDDA for the first half of 2023 decreased $58.4 million compared with the first half of 2022, primarily as a result of the following:

•

Harvest Volume: We harvested 2.9 million tons in the Southern region during the first half of 2023, which was 39.8% higher than the second half of 2022, primarily due to harvest activity on the CatchMark timberlands acquired in mid-September 2022, partially offset by wet weather impacting operating conditions in the second quarter of 2023 compared to the first half of 2022. In the Northern region hauling conditions were more favorable in the first half of 2023 as compared to the first half of 2022 resulting in an 18.3% increase in harvest volume.

•

Sales Price and Mix: Sawlog prices in the Northern region decreased 47.7%, to $114 per ton, primarily due to the effect of lower indexed sawlog prices in Idaho. Southern sawlog prices remained relatively flat.

•

Logging and Hauling Cost per Unit: Log and hauling costs per unit were higher primarily due to inflationary operating cost increases, particularly in Idaho, partially offset by lower diesel costs.

Wood Products Segment


	Three Months Ended June 30,								Six Months Ended June 30,
(in thousands)	2023		2022			Change			2023		2022			Change
Revenues	$	167,669	$	266,633		$	(98,964	)	$	320,464	$	562,375		$	(241,911	)
Costs and expenses1
Fiber costs		75,923		88,915			(12,992	)		153,120		166,588			(13,468	)
Freight, logging and hauling		19,474		19,606			(132	)		39,644		37,973			1,671
Manufacturing costs		56,360		55,573			787			109,250		106,366			2,884
Finished goods inventory change		1,019		(7,952	)		8,971			57		(12,531	)		12,588
Selling, general and administrative expenses		2,844		3,110			(266	)		6,280		6,518			(238	)
Other		82		125			(43	)		177		254			(77	)
Wood Products Adjusted EBITDDA2	$	11,967	$	107,256		$	(95,289	)	$	11,936	$	257,207		$	(245,271	)


1	Prior to elimination of intersegment fiber costs of $27.2 million and $39.3 million for the three months ended June 30, 2023 and 2022, and $61.2 million and $81.4 million for the six months ended June 30, 2023 and 2022, respectively
2	Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements.

Wood Products Segment Statistics


	Three Months Ended June 30,							Six Months Ended June 30,
	2023		2022		Change			2023		2022		Change
Lumber shipments (MBF)1		280,251		254,225		26,026			541,884		487,413		54,471
Lumber sales prices ($ per MBF)	$	476	$	865	$	(389	)	$	456	$	966	$	(510	)


1	MBF stands for thousand board feet.

Wood Products Adjusted EBITDDA

The following table summarizes Wood Products Adjusted EBITDDA variances for the three and six months ended June 30, 2023, compared with the three and six months ended June 30, 2022:


(in thousands)	Three Months			Six Months
Wood Products Adjusted EBITDDA - prior year	$	107,256		$	257,207
Lumber:
Price		(96,918	)		(244,900	)
Log costs per unit		9,984			10,625
Manufacturing costs per unit		1,917			5,704
Volume		766			85
Residuals, panels and other		(11,038	)		(16,785	)
Wood Products Adjusted EBITDDA - current year	$	11,967		$	11,936

Table of Contents

Second Quarter 2023 Compared with Second Quarter 2022

Wood Products Adjusted EBITDDA for the second quarter of 2023 decreased $95.3 million compared with the second quarter of 2022, primarily as a result of the following:

•

Lumber Price: Average lumber sales prices decreased to $476 per MBF during the second quarter of 2023 compared to $865 per MBF during the second quarter of 2022.

•

Log Costs Per Unit: Log costs per unit were lower primarily as a result of lower indexed log costs at our Idaho sawmill and increased production recoveries at our Southern sawmills.

•

Manufacturing Cost Per Unit: Lower manufacturing cost per unit was primarily a result of increased production at our Ola, Arkansas sawmill which restarted late in the third quarter of 2022 after a fire in June 2021.

•

Residual Sales, Panels and Other: Plywood price realization and shipments were lower during the second quarter of 2023 compared to the second quarter of 2022 due to lower demand from industrial customers.

Year to Date 2023 Compared with Year to Date 2022

Wood Products Adjusted EBITDDA for the first half of 2023 decreased $245.3 million compared with the first half of 2022, primarily as a result of the following:

•

Lumber Price: Average lumber sales prices decreased to $456 per MBF during the first half of 2023 compared to $966 per MBF during the first half of 2022.

•

Log Costs Per Unit: Log costs per unit were lower primarily as a result of lower indexed log costs at our Idaho sawmill and increased production recoveries at our Southern sawmills.

•

Residual Sales, Panels and Other: Plywood price realization and shipments were lower during the first half of 2023 compared to the first half of 2022 due to lower demand from industrial customers.

Real Estate Segment


	Three Months Ended June 30,							Six Months Ended June 30,
(in thousands)	2023		2022		Change			2023		2022		Change
Revenues	$	17,064	$	26,736	$	(9,672	)	$	40,927	$	60,801	$	(19,874	)
Costs and expenses
Costs of goods sold		3,438		3,831		(393	)		6,303		6,710		(407	)
Selling, general and administrative expenses		1,389		1,089		300			2,922		2,151		771
Real Estate Adjusted EBITDDA1	$	12,237	$	21,816	$	(9,579	)	$	31,702	$	51,940	$	(20,238	)


1	Management uses Adjusted EBITDDA to evaluate the performance of the segment. See Note 2: Segment Information in the Notes to Condensed Consolidated Financial Statements.

Real Estate Segment Statistics


Rural Real Estate	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Acres sold		941		12,749		7,880		17,500
Average price per acre	$	4,859	$	1,290	$	2,841	$	2,176


Development Real Estate	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Residential lots		42		45		66		109
Average price per lot	$	107,126	$	134,373	$	110,509	$	121,662

Commercial acres		6		3		6		6
Average price per acre	$	818,914	$	685,713	$	818,914	$	815,993

Table of Contents

Real Estate Adjusted EBITDDA

The following table summarizes Real Estate Adjusted EBITDDA variances for the three and six months ended June 30, 2023, compared with the three and six months ended June 30, 2022:


(in thousands)	Three Months			Six Months
Real Estate Adjusted EBITDDA - prior year	$	21,816		$	51,940
Rural real estate sales		(11,669	)		(15,151	)
Real estate development sales		1,647			(5,405	)
Selling, general and administrative expenses		(285	)		(756	)
Other costs, net		728			1,074
Real Estate Adjusted EBITDDA - current year	$	12,237		$	31,702

Second Quarter 2023 Compared with Second Quarter 2022

Real Estate Adjusted EBITDDA for the second quarter of 2023 was $12.2 million, a decrease of $9.6 million compared with the second quarter of 2022, primarily as a result of the following:

•

Rural Sales: Rural real estate sales in the second quarter of 2022 included a 10,700 acre timberland sale in Minnesota to a conservation entity representing its final option under a multi-year option arrangement. There were no comparable size land sales during the second quarter of 2023. Rural real estate sales can vary quarter-to-quarter with the average price per acre fluctuating based on both the geographic area of the real estate and product mix.

•

Development Sales: During the second quarter of 2023, we sold 42 residential lots at an average lot price of $107,126 compared to 45 lots at an average lot price of $134,373 during the second quarter of 2022. In addition, we sold 6 acres of commercial land in Chenal Valley for $818,914 per acre during the second quarter of 2023 compared to 3 acres for $685,713 during the second quarter of 2022. The average price per lot or acre fluctuates based on a variety of factors including size, location and planned end use within the developments.

Year to Date 2023 Compared with Year to Date 2022

Real Estate Adjusted EBITDDA for the first half of 2023 was $31.7 million, a decrease of $20.2 million compared with the first half of 2022, primarily as a result of the following:

•

Rural Sales: There were less rural real estate acres sold in the first half of 2023 compared to the first half of 2022. The first half of 2023 included a 2,240 acre conservation sale in Alabama and a 2,700 acre land sale on acquired CatchMark timberlands, both in the first quarter of 2023. The first half of 2022 included a 1,760 acre sale in the South for $7,500 per acre in the first quarter of 2022 to an energy provider for a planned commercial solar farm and a 10,700 acre timberland sale in Minnesota in the second quarter of 2022.

•

Development Sales: During the first half of 2023, we sold 66 residential lots at an average lot price of $110,509 compared to 109 lots at an average lot price of $121,662 during the first half of 2022. In addition, we sold 6 acres of commercial land in Chenal Valley for $818,914 per acre compared to 6 acres for $815,993 per acre in the first half of 2022.

Liquidity and Capital Resources

Cash generated by our operations is highly dependent on the selling prices of our products and can vary from period to period. Changes in significant sources and uses of cash for the six months ended June 30, 2023 and 2022 are presented by category as follows:


	Six Months Ended June 30,
(in thousands)	2023			2022			Change
Net cash from operating activities	$	76,357		$	378,186		$	(301,829	)
Net cash from investing activities	$	(10,902	)	$	(88,766	)	$	77,864
Net cash from financing activities	$	(74,269	)	$	(70,298	)	$	(3,971	)

Table of Contents

Net Cash Flows from Operating Activities

Net cash from operating activities decreased $301.8 million in the first half of 2023, compared to the first half of 2022 primarily as a result of the following:

•

Cash received from customers decreased $264.0 million primarily due to lower lumber and Idaho sawlog prices, fewer residential lot sales in Chenal Valley, and fewer rural real estate acres sold. These decreases were partially offset by increased shipments primarily from our Ola, Arkansas sawmill which restarted late in the third quarter of 2022 after a fire in June 2021 and increased harvest activity driven by the addition of the CatchMark timberlands in mid-September 2022.

•

Cash payments increased $68.6 million primarily due to increases in lumber production, primarily from our Ola sawmill and harvest activity.

•

During the first half of 2023, we received $9.7 million in insurance proceeds as a result of the fire at our Ola, Arkansas sawmill compared to $9.4 million in insurance proceeds during the first half of 2022.

•

Cash paid for interest, net increased $3.6 million primarily due to cash interest payments on debt assumed and refinanced in connection with the CatchMark merger in September 2022, partially offset by higher interest income earned on cash and cash equivalents as a result of higher short-term interest rates and increased patronage dividends from our lenders.

•

Net tax payments decreased $34.2 million as a result of lower taxable income generated from our TRS operations in 2023.

Net Cash Flows from Investing Activities

Changes in cash flows from investing activities were primarily a result of the following:

•

We spent $20.8 million on capital expenditures for property, plant and equipment, timberlands reforestation and road construction projects during the first half of 2023 compared to $45.2 million during the first half of 2022.

•

Cash expenditures for timberland acquisitions during the first half of 2023 was $1.6 million compared to $42.2 million during the first half of 2022.

•

We received $10.9 million during the first half of 2023 from certain interest rate swaps that contained an other-than-insignificant financing element at inception which are required to be classified in investing activities. Cash flows from these above market interest rate swaps reduce our interest costs on the corresponding variable rate debt.

Net Cash Flows from Financing Activities

Changes in cash flows from financing activities were primarily a result of the following:

•

We paid dividends of $71.9 million during the first half of 2023 compared to $61.0 million during the first half of 2022. In addition to increasing our quarterly dividend from $0.44 per share to $0.45 per share in the fourth quarter of 2022, our quarterly dividend payment also increased due to the issuance of 11.5 million shares to complete the CatchMark merger in September 2022.

•

We repaid $3.0 million of long-term debt during the first half of 2022 and had no similar payments in the first quarter of 2023.

•

During the first half of 2023 we repurchased 8,761 shares of our common stock totaling $0.4 million. We repurchased 94,566 shares of our common stock totaling $4.2 million during the first half of 2022.

Future Sources and Uses of Cash

At June 30, 2023, we had cash and cash equivalents of $331.2 million. We expect cash and cash equivalents on hand, cash generated from our operating activities, and supplemented by borrowings under our credit agreement, if needed, to be adequate to meet our future cash requirements. At June 30, 2023, there were no significant changes in our cash commitments arising in the normal course of business under our known contractual and other obligations as described in our Annual Report on Form 10-K for the year ended December 31, 2022.

Table of Contents

Capital Expenditures

We invest cash in maintenance and discretionary capital expenditures at our Wood Products facilities. We also invest cash in the reforestation of timberlands and construction of roads in our Timberlands operations and to develop land in our Real Estate development operations. We evaluate discretionary capital improvements based on an expected level of return on investment. We expect to spend a total of approximately $135 million to $145 million for capital expenditures during 2023, including capital expenditures for the Waldo sawmill expansion and modernization project discussed below.

In June 2022, we announced a project to expand and modernize our Waldo, Arkansas sawmill. The project is expected to increase the mill’s annual capacity from 190 million board feet of dimensional lumber to approximately 275 million board feet. The investment is also expected to reduce the mill’s operating costs significantly. The Waldo investment includes upgrades to the log yard and planer, a new saw line, and a new continuous dry kiln. The existing mill will continue to operate during the project and completion is expected by the end of 2024. We expect to spend approximately $131.0 million on the project, of which $12.2 million was spent in 2022 and approximately $74.0 million is expected to be spent during 2023.

During 2022, we completed the installation of new equipment at our fire damaged Ola, Arkansas sawmill. The large log line restarted in September 2022. Since the fire in 2021, and through June 30, 2023, the insurance carriers have approved a total of $73.1 million in recoveries for both property damage and business interruption claims at the Ola sawmill. We expect to finalize our insurance claim for the Ola, Arkansas sawmill fire during the second half of 2023. Insurance recoveries are recorded when deemed probable and reasonably estimable.

Share Repurchase Program

On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). Concurrently, the board of directors terminated the remaining repurchase authorization under a repurchase program approved in August 2018. At June 30, 2023, we had remaining authorization of $149.6 million for future stock repurchases under the 2022 Repurchase Program. The timing, manner, price and amount of repurchases will be determined according to the trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the Trading Plan), and, subject to the terms of the Trading Plan, the Repurchase Program may be suspended, terminated or modified at any time for any reason.

Term Loans and Credit Agreement

At June 30, 2023, our total outstanding net long-term debt was $1.0 billion, including $971.0 million of term loans under our Second Amended and Restated Term Loan Agreement (Amended Term Loan Agreement) with our primary lender. All interest rates on our outstanding long-term debt are fixed rates under fixed rate loans or variable rate loans with an associated interest rate swap that fixes the variable benchmark interest rate component.

Our Amended Credit Agreement provides for a $300.0 million revolving line of credit that matures February 14, 2027. Under the terms of the Amended Credit Agreement, the amount of available principal may be increased up to an additional $500.0 million. We may also utilize borrowings under the Amended Credit Agreement to, among other things, refinance existing indebtedness and provide funding for working capital requirements, capital projects, acquisitions, and other general corporate expenditures. At June 30, 2023, there were no borrowings under the revolving line of credit and approximately $0.7 million of the credit facility was utilized by outstanding letters of credit.

Financial Covenants

The Amended Term Loan Agreement and Amended Credit Agreement (collectively referred to as the Agreements) contain certain covenants that limit our ability and that of our subsidiaries to create liens, merge or consolidate, dispose of assets, incur indebtedness and guarantees, repurchase or redeem capital stock and indebtedness, make certain investments or acquisitions, enter into certain transactions with affiliates or change the nature of our business. The Agreements also contain financial maintenance covenants including the maintenance of a minimum interest coverage ratio and a maximum leverage ratio. We are permitted to pay dividends to our stockholders under the terms of the Agreements so long as we expect to remain in compliance with the financial maintenance covenants.

Table of Contents

The following table presents the components and applicable limits of Total Asset Value (TAV), a component of the Leverage Ratio, at June 30, 2023:


(in thousands)
Estimated timberland fair value	$	4,835,276
Wood Products manufacturing facilities book basis (limited to 10% of TAV)		278,459
Cash and cash equivalents		331,225
Other1		22,199
Total Asset Value	$	5,467,159


1	Includes, as applicable, Company Owned Life Insurance (limited to 5% of TAV), Construction in Progress (limited to 10% of TAV) and Investments in Affiliates (limited to 15% TAV) as defined in the Agreements.

At June 30, 2023, we were in compliance with all covenants under the Agreements. The following table sets forth the financial covenants for the Agreements and our status with respect to these covenants at June 30, 2023:


	Covenant Requirement		Actual
Interest coverage ratio	≥	3.00 to 1.00	11.4
Leverage ratio	≤	40%	19%

See Note 5: Debt in the Notes to the Condensed Consolidated Financial Statements for additional information on our debt and credit agreements.

Credit Ratings

Two major debt rating agencies routinely evaluate our debt, and our cost of borrowing can increase or decrease depending on our credit rating. Both Moody’s and S&P rate our debt as investment grade.

Capital Structure


(in thousands)	June 30, 2023			December 31, 2022
Long-term debt (including current portion)	$	1,033,265		$	1,032,680
Cash and cash equivalents		(331,225	)		(343,809	)
Net debt		702,040			688,871
Market capitalization1		4,223,309			3,505,255
Enterprise value	$	4,925,349		$	4,194,126

Net debt to enterprise value		14.3	%		16.4	%
Dividend yield2		3.4	%		4.1	%
Weighted-average cost of debt, after tax3		2.4	%		2.4	%


1	Market capitalization is based on outstanding shares of 79.9 million and 79.7 million times closing share prices of $52.85 and $43.99 at June 30, 2023 and December 30, 2022, respectively.
2	Dividend yield is based on annualized dividends per share of $1.80 and share prices of $52.85 and $43.99 at June 30, 2023 and December 30, 2022, respectively.
3	Weighted-average cost of debt excludes deferred debt costs and credit facility fees and includes estimated annual patronage credit on term loan debt.

Table of Contents

Liquidity and Performance Measures

The discussion below is presented to enhance the reader’s understanding of our operating performance, ability to generate cash and satisfy rating agency and creditor requirements. This information includes two measures: Adjusted EBITDDA and Cash Available for Distribution (CAD). These measures are not defined by GAAP and the discussion of Adjusted EBITDDA and CAD is not intended to conflict with or change any of the GAAP disclosures described herein.

Adjusted EBITDDA is a non-GAAP measure that management uses in evaluating performance and to allocate resources between segments, and that investors can use to evaluate the operational performance of the assets under management. It removes the impact of specific items that management believes do not directly reflect the core business operations on an ongoing basis. This measure should not be considered in isolation from and is not intended to represent an alternative to our results reported in accordance with GAAP. Management believes that this non-GAAP measure, when read in conjunction with our GAAP financial statements, provides useful information to investors by facilitating the comparability of our ongoing operating results over the periods presented, the ability to identify trends in our underlying business, and the comparison of our operating results against analyst financial models and the operating results of other public companies that supplement their GAAP results with non-GAAP financial measures.

Our definition of EBITDDA may be different from similarly titled measures reported by other companies. We define EBITDDA as net income before interest expense, net, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA further excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses.

We reconcile Total Adjusted EBITDDA to net income for the consolidated company as it is the most comparable GAAP measure.

The following table provides a reconciliation of net income to Total Adjusted EBITDDA for the respective periods:


	Three Months Ended June 30,						Six Months Ended June 30,
(in thousands)	2023			2022			2023			2022
Net income	$	22,306		$	120,222		$	38,566		$	284,102
Interest expense, net		7,613			7,419			7,812			10,313
Income taxes		6,429			28,269			2,925			60,334
Depreciation, depletion and amortization		27,087			20,007			58,851			39,509
Basis of real estate sold		4,884			7,325			15,515			18,179
CatchMark merger-related expenses		244			—			2,453			—
Gain on fire damage		(23,110	)		(9,868	)		(23,110	)		(9,592	)
Pension settlement charge		—			—			—			14,165
Non-operating pension and other postretirement employee benefit costs		229			1,809			457			3,738
Loss (gain) on disposal of fixed assets		21			(13	)		21			(16	)
Other		(258	)		—			(268	)		—
Total Adjusted EBITDDA	$	45,445		$	175,170		$	103,222		$	420,732

We define CAD as cash from operating activities adjusted for capital spending for purchases of property, plant and equipment, timberlands reforestation and roads and timberland acquisitions not classified as strategic. Management believes CAD is a useful indicator of the company’s overall liquidity, as it provides a measure of cash generated that is available for dividends to common stockholders (an important factor in maintaining our REIT status), repurchase of the company’s common shares, debt repayment, acquisitions and other discretionary and nondiscretionary activities. Our definition of CAD is limited in that it does not solely represent residual cash flows available for discretionary expenditures since the measure does not deduct the payments required for debt service and other contractual obligations. Therefore, we believe it is important to view CAD as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows. Our definition of CAD may be different from similarly titled measures reported by other companies, including those in our industry. CAD is not necessarily indicative of the CAD that may be generated in future periods.

Table of Contents

The following table provides a reconciliation of cash from operating activities to CAD:


	Six Months Ended June 30,						Twelve Months Ended June 30,
(in thousands)	2023			2022			2023			2022
Net cash from operating activities1	$	76,357		$	378,186		$	190,072		$	541,732
Capital expenditures2		(22,470	)		(87,383	)		(119,891	)		(136,708	)
CAD	$	53,887		$	290,803		$	70,181		$	405,024
Net cash from investing activities3	$	(10,902	)	$	(88,766	)	$	(69,656	)	$	(122,457	)
Net cash from financing activities	$	(74,269	)	$	(70,298	)	$	(299,533	)	$	(415,411	)


1	Net cash from operating activities for the six and twelve months ended June 30, 2023 include cash paid for CatchMark merger-related expenses of $0.9 million and $18.7 million, respectively, and cash paid for real estate development expenditures of $4.3 million and $7.2 million, respectively. Net cash from operating activities for the six and twelve months ended June 30, 2022 includes cash paid for real estate development expenditures of $5.2 million and $10.4 million, respectively.
2	The six and twelve months ended June 30, 2023 includes fire related capital expenditures for the Ola, Arkansas sawmill of $0.6 and $9.6 million, respectively, and excludes $0 and $8.8 million, respectively, of insurance proceeds for the Ola, Arkansas sawmill property losses. The six and twelve months ended June 30, 2022 includes fire related capital expenditures for the Ola, Arkansas sawmill of $9.2 million and $14.8 million, respectively, and excludes $0 and $15.0 million, respectively, of insurance proceeds for the Ola, Arkansas sawmill property losses.
3	Net cash from investing activities include payment for capital expenditures and acquisition of non-strategic timber and timberlands, which is also included in our reconciliation of CAD.

Critical Accounting Policies and Estimates

There have been no significant changes during 2023 to our critical accounting policies or estimates as presented in our 2022 Annual Report on Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our market risk exposure on financial instruments includes interest rate risk on our bank credit facility, term loans and interest rate swap agreements and forward starting interest rate swap agreements. We are exposed to interest rate volatility on existing variable rate debt instruments and future incurrences of fixed or variable rate debt, which exposure primarily relates to movements in various interest rates. We use interest rate swaps and forward starting swaps to hedge our exposure to the impact of interest rate changes on existing debt and future debt issuances, respectively. All market risk sensitive instruments were entered into for purposes other than for trading purposes.

For quantitative and qualitative disclosures about market risk, see Item 7A, Quantitative and Qualitative Disclosures About Market Risk, of our annual report on Form 10-K for the year ended December 31, 2022. Our exposures to market risk have not changed materially since December 31, 2022.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We conducted an evaluation (pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934 (the Exchange Act)), under the supervision and with the participation of management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of June 30, 2023. These disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports that are filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that this information is accumulated and communicated to management, including the principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on the evaluation, the CEO and CFO have concluded that these disclosure controls and procedures were effective as of June 30, 2023.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Internal Control over Financial Reporting

No changes occurred in our internal control over financial reporting during the six months ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

Part II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We believe there is no pending or threatened litigation that could have a material adverse effect on our financial position, operations or liquidity.

ITEM 1A. RISK FACTORS

There have been no material changes in the risk factors previously disclosed in Risk Factors in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

On August 31, 2022, our board of directors authorized management to repurchase up to $200.0 million of our common stock with no set time limit for the repurchase (the 2022 Repurchase Program). Concurrently, the board of directors terminated the remaining repurchase authorization under a previously authorized repurchase program. The 2022 Repurchase Program may be suspended, terminated or modified at any time for any reason. Shares under the 2022 Repurchase Program may be repurchased in open market transactions, including pursuant to a trading plan adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934 (the Exchange Act), or through privately negotiated transactions. In May 2023, we repurchased shares through a trading plan adopted in accordance with 10b5-1 of the Exchange Act (the Trading Plan).

The following table provides information with respect to purchases of common stock made by the company during the three months ended June 30, 2023:


Common Share Purchases	Total Number of Shares Purchased		Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
April 1 - April 30		—	$	—		—	$	150,000,021
May 1 - May 31		8,761	$	45.00		8,761	$	149,605,776
June 1 - June 30		—	$	—		—	$	149,605,776
Total		8,761	$	45.00		8,761	$	149,605,776

At June 30, 2023, we had remaining authorization of $149.6 million for future stock repurchases under the 2022 Repurchase Program. We record share repurchases upon trade date as opposed to the settlement date when cash is disbursed. We record a liability to account for repurchases that have not been cash settled. We retire shares upon repurchase. Any excess repurchase price over par is recorded in accumulated deficit.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Plans

On June 9, 2023, Wayne Wasechek, our Interim Vice President, Chief Financial Officer and Chief Accounting Officer, who is an officer for purposes of Section 16 of the Exchange Act, adopted a 10b5-1 trading arrangement (the 10b5-1 Trading Arrangement) intended to satisfy the affirmative defense of Rule 10b5-1(c)(1) under the Exchange Act and the company's policies regarding transactions in our securities. The 10b5-1 Trading Arrangement is intended to cover tax withholding obligations in connection with the vesting of restricted stock units (“RSUs”) granted to Mr. Wasechek on April 19, 2023, and related RSUs that represent dividend equivalents. Such sale is mandated by the company’s election under its equity incentive plans to require the satisfaction of its tax withholding obligations to be funded by a “sell to cover” transaction as soon as practicable on or after the settlement date for the RSUs, which is expected to be April 17, 2026. Therefore, the duration of the 10b5-1 Trading Arrangement is from June 9, 2023 until approximately April 20, 2026. Based on the share price of $49.05 per share on the date the RSUs were granted, the estimated number of shares of our company common stock to be sold pursuant to the 10b5-1 Trading Arrangement is approximately 1,194.

No other company officers or directors adopted or terminated any 10b5-1 or non-10b5-1 trading arrangements during the three months ended June 30, 2023.

Table of Contents

ITEM 6. EXHIBITS


EXHIBIT NUMBER	DESCRIPTION
3.1*	Fourth Restated Certificate of Incorporation of the Registrant, effective May 1, 2023, filed as Exhibit 3.1 to the Current Report on Form 8-K filed by the Registrant on May 4, 2023.
3.2*	Bylaws of the Registrant, as amended through February 18, 2009, filed as Exhibit (3)(b) to the Current Report on Form 8-K filed by the Registrant on February 20, 2009.
4	See Exhibits 3.1 and 3.2. The registrant undertakes to furnish to the Commission, upon request, any instrument defining the rights of holders of long-term debt.
10.1	Summary of PotlatchDeltic Corporation Non-Employee Director Compensation, effective May 4, 2023.
10.2	First Amendment to Third Amended and Restated Credit Agreement dated as of May 18, 2023 by and among the Registrant and its wholly-owned subsidiaries as borrowers, KeyBank National Association as Administrative Agent, and the Lenders party thereto, filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Registrant on May 18, 2023.
31	Rule 13a-14(a)/15d-14(a) Certifications.
32	Furnished statements of the Chief Executive Officer and Chief Financial Officer under 18 U.S.C. Section 1350.
101	The following financial information from PotlatchDeltic Corporation’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023, filed on August 4, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2023 and 2022, (iii) the Condensed Consolidated Balance Sheets at June 30, 2023 and December 31, 2022, (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022, (v) the Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2023 and 2022, and (vi) the Notes to Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101).

* Incorporated by reference.

Table of Contents

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		PotlatchDeltic Corporation
		(Registrant)

		By	/s/ WAYNE WASECHEK
			Wayne Wasechek
			Interim Vice President, Chief Financial Officer and Chief Accounting Officer (Duly Authorized; Principal Accounting Officer)


Date:	August 4, 2023