TABLE OF CONTENTS | ||||
---|---|---|---|---|
PART I | ||||
Item 1. | Financial Statements | |||
PLUM CREEK TIMBER COMPANY, INC. | 1 | |||
PLUM CREEK TIMBERLANDS, L.P. | 14 | |||
Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 26 | ||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 39 | ||
Item 4. | Controls and Procedures | 39 | ||
PART II | ||||
Item 1. | Legal Proceedings | 40 | ||
Item 4. | Submission of Matters to a Vote by Security Holders | 40 | ||
Item 6. | Exhibits | 41 | ||
EXHIBIT INDEX | 41 |
PART I
PLUM CREEK TIMBER COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Quarter Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
(In Millions, Except per Share Amounts) | 2005 | 2004 | ||||||
Revenues: | ||||||||
Timber | $ | 192 | $ | 151 | ||||
Real Estate | 36 | 50 | ||||||
Manufacturing | 128 | 134 | ||||||
Other | 2 | 6 | ||||||
Total Revenues | 358 | 341 | ||||||
Costs and Expenses: | ||||||||
Cost of Goods Sold: | ||||||||
Timber | 99 | 80 | ||||||
Real Estate | 16 | 38 | ||||||
Manufacturing | 117 | 110 | ||||||
Other | -- | 2 | ||||||
Total Cost of Goods Sold | 232 | 230 | ||||||
Selling, General and Administrative | 24 | 22 | ||||||
Total Costs and Expenses | 256 | 252 | ||||||
Gain on Sale of Other Assets | -- | 5 | ||||||
Operating Income | 102 | 94 | ||||||
Interest Expense, net | 27 | 27 | ||||||
Income before Income Taxes | 75 | 67 | ||||||
Provision for Income Taxes | 6 | 10 | ||||||
Net Income | $ | 69 | $ | 57 | ||||
Net Income per Share | ||||||||
- Basic | $ | 0.37 | $ | 0.31 | ||||
- Diluted | $ | 0.37 | $ | 0.31 | ||||
Dividends Declared per Common Share Outstanding | $ | 0.38 | $ | 0.35 | ||||
Weighted Average Number of Shares Outstanding | ||||||||
- Basic | 184.0 | 183.3 | ||||||
- Diluted | 184.6 | 184.0 |
See accompanying Notes to Consolidated Financial Statements
PLUM CREEK TIMBER COMPANY, INC.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
(In Millions, Except per Share Amounts) | 2005 | 2004 | ||||||
Revenues: | ||||||||
Timber | $ | 392 | $ | 335 | ||||
Real Estate | 104 | 238 | ||||||
Manufacturing | 257 | 256 | ||||||
Other | 5 | 9 | ||||||
Total Revenues | 758 | 838 | ||||||
Costs and Expenses: | ||||||||
Cost of Goods Sold: | ||||||||
Timber | 201 | 173 | ||||||
Real Estate | 40 | 124 | ||||||
Manufacturing | 235 | 218 | ||||||
Other | 1 | 3 | ||||||
Total Cost of Goods Sold | 477 | 518 | ||||||
Selling, General and Administrative | 45 | 40 | ||||||
Total Costs and Expenses | 522 | 558 | ||||||
Gain on Sale of Other Assets | -- | 5 | ||||||
Operating Income | 236 | 285 | ||||||
Interest Expense, net | 54 | 56 | ||||||
Income before Income Taxes | 182 | 229 | ||||||
Provision for Income Taxes | 11 | 17 | ||||||
Income from Continuing Operations | 171 | 212 | ||||||
Gain on Sale of Properties, net of tax | 20 | -- | ||||||
Net Income | $ | 191 | $ | 212 | ||||
Income from Continuing Operations per Share | ||||||||
- Basic | $ | 0.93 | $ | 1.16 | ||||
- Diluted | $ | 0.93 | $ | 1.15 | ||||
Net Income per Share | ||||||||
- Basic | $ | 1.04 | $ | 1.16 | ||||
- Diluted | $ | 1.03 | $ | 1.15 | ||||
Dividends Declared per Common Share Outstanding | $ | 0.76 | $ | 0.70 | ||||
Weighted Average Number of Shares Outstanding | ||||||||
- Basic | 183.9 | 183.2 | ||||||
- Diluted | 184.6 | 184.0 |
See accompanying Notes to Consolidated Financial Statements
PLUM CREEK TIMBER COMPANY, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In Millions, Except per Share Amounts) | June 30, 2005 | December 31, 2004 | ||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and Cash Equivalents | $ | 384 | $ | 347 | ||||
Restricted Advance from Customer | 15 | 4 | ||||||
Accounts Receivable | 49 | 40 | ||||||
Like-Kind Exchange Funds Held in Escrow | 44 | 11 | ||||||
Inventories | 62 | 71 | ||||||
Deferred Tax Asset | 11 | 10 | ||||||
Other Current Assets | 18 | 16 | ||||||
583 | 499 | |||||||
Timber and Timberlands - Net | 3,623 | 3,590 | ||||||
Property, Plant and Equipment - Net | 245 | 253 | ||||||
Investment in Grantor Trusts | 29 | 29 | ||||||
Other Assets | 9 | 7 | ||||||
Total Assets | $ | 4,489 | $ | 4,378 | ||||
LIABILITIES | ||||||||
Current Liabilities: | ||||||||
Current Portion of Long-Term Debt | $ | 31 | $ | 32 | ||||
Short-Term Debt | 50 | -- | ||||||
Accounts Payable | 45 | 41 | ||||||
Interest Payable | 28 | 28 | ||||||
Wages Payable | 15 | 25 | ||||||
Taxes Payable | 22 | 22 | ||||||
Deferred Revenue | 35 | 16 | ||||||
Other Current Liabilities | 12 | 20 | ||||||
238 | 184 | |||||||
Long-Term Debt | 1,357 | 1,405 | ||||||
Line of Credit | 495 | 448 | ||||||
Deferred Tax Liability | 44 | 45 | ||||||
Other Liabilities | 57 | 56 | ||||||
Total Liabilities | 2,191 | 2,138 | ||||||
Commitments and Contingencies | ||||||||
STOCKHOLDERS' EQUITY | ||||||||
Preferred Stock, $0.01 par value, authorized shares - 75.0. | ||||||||
outstanding - none | -- | -- | ||||||
Common Stock, $0.01 par value, authorized shares - 300.6, | ||||||||
issued(including Treasury Stock) - 186.0 at June 30, 2005, | ||||||||
and 185.7 at December 31, 2004 | 2 | 2 | ||||||
Additional Paid-In Capital | 2,174 | 2,168 | ||||||
Retained Earnings | 162 | 111 | ||||||
Treasury Stock, at cost, Common shares - 2.0 | (43 | ) | (43 | ) | ||||
Other Equity | 3 | 2 | ||||||
Total Stockholders' Equity | 2,298 | 2,240 | ||||||
Total Liabilities and Stockholders' Equity | $ | 4,489 | $ | 4,378 | ||||
See accompanying Notes to Consolidated Financial Statements
PLUM CREEK TIMBER COMPANY, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
(In Millions) | 2005 | 2004 | ||||||
CASH FLOW FROM OPERATING ACTIVITIES | ||||||||
Net Income | $ | 191 | $ | 212 | ||||
Adjustments to Reconcile Net Income to | ||||||||
Net Cash Provided By Operating Activities: | ||||||||
Depreciation, Depletion and Amortization | 55 | 51 | ||||||
Basis of Real Estate Sold(Includes Impairment Losses of $19 in 2004) | 28 | 114 | ||||||
Deferred Income Taxes | (1 | ) | 12 | |||||
�� Gain on Sales of Properties and Other Assets | (21 | ) | (5 | ) | ||||
Working Capital Changes | (24 | ) | 10 | |||||
Other | -- | (3 | ) | |||||
Net Cash Provided By Operating Activities | 228 | 391 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Property Additions(Excluding Timberland Acquisitions) | (28 | ) | (32 | ) | ||||
Timberlands Acquired(Including Tax-Deferred Exchange Proceeds) | (80 | ) | (39 | ) | ||||
Proceeds from Sales of Properties and Other Assets | ||||||||
(Including Tax-Deferred Exchange Proceeds) | 5 | 27 | ||||||
Net Cash Used In Investing Activities | (103 | ) | (44 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Dividends | (140 | ) | (128 | ) | ||||
Borrowings under Line of Credit | 1,140 | 1,227 | ||||||
Repayments of Borrowings under Line of Credit | (1,093 | ) | (1,355 | ) | ||||
Proceeds from Issuance of Short-term Debt | 50 | -- | ||||||
Principal Payments and Retirement of Long-term Debt | (49 | ) | (32 | ) | ||||
Proceeds from Stock Option Exercises | 4 | 3 | ||||||
Net Cash Used In Financing Activities | (88 | ) | (285 | ) | ||||
Increase In Cash and Cash Equivalents | 37 | 62 | ||||||
Cash and Cash Equivalents: | ||||||||
Beginning of Period | 347 | 267 | ||||||
End of Period | $ | 384 | $ | 329 | ||||
See accompanying Notes to Consolidated Financial Statements
Quarter Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Net Income | $ | 69 | $ | 57 | ||||
Denominator for basic earnings per share | 184.0 | 183.3 | ||||||
Effect of dilutive securities - stock options | 0.5 | 0.6 | ||||||
Effect of dilutive securities - restricted stock, dividend | ||||||||
equivalents, and value management plan | 0.1 | 0.1 | ||||||
Denominator for diluted earnings per share - adjusted for dilutive | ||||||||
securities | 184.6 | 184.0 | ||||||
Per Share Amounts: | ||||||||
Net Income - Basic | $ | 0.37 | $ | 0.31 | ||||
Net Income - Diluted | $ | 0.37 | $ | 0.31 |
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Income from Continuing Operations | $ | 171 | $ | 212 | ||||
Gain on Sales of Properties, net of tax | 20 | -- | ||||||
Net Income | $ | 191 | $ | 212 | ||||
Denominator for basic earnings per share | 183.9 | 183.2 | ||||||
Effect of dilutive securities - stock options | 0.6 | 0.6 | ||||||
Effect of dilutive securities - restricted stock, dividend | ||||||||
equivalents, and value management plan | 0.1 | 0.2 | ||||||
Denominator for diluted earnings per share - adjusted for | ||||||||
dilutive securities | 184.6 | 184.0 | ||||||
Per Share Amounts: | ||||||||
Income from Continuing Operations - Basic | $ | 0.93 | $ | 1.16 | ||||
Income from Continuing Operations - Diluted | $ | 0.93 | $ | 1.15 | ||||
Gain on Sale of Properties, net of tax - Basic | $ | 0.11 | $ | -- | ||||
Gain on Sale of Properties, net of tax - Diluted | $ | 0.11 | $ | -- | ||||
Net Income - Basic | $ | 1.04 | $ | 1.16 | ||||
Net Income - Diluted | $ | 1.03 | $ | 1.15 |
Antidilutive options excluded for certain periods from the computation of diluted earnings per share because the options’ exercise prices were greater than the average market price of the common shares were as follows for thequarterly and six-monthperiods ended June 30(shares in millions): |
Quarter Ended June 30, | |||||||
---|---|---|---|---|---|---|---|
2005 | 2004 | ||||||
Number of options | 0.5 | 0.7 | |||||
Range of prices | $32.28 to $37.49 | $30.91 to $32.87 | |||||
Expiration on or before | February 2015 | April 2014 |
Six Months Ended June 30, | |||||||
---|---|---|---|---|---|---|---|
2005 | 2004 | ||||||
Number of options | 0.5 | 0.8 | |||||
Range of prices | $32.28 to $37.49 | $29.70 to $32.87 | |||||
Expiration on or before | February 2015 | April 2014 |
Note 3. Timber and Timberlands, Property, Plant and Equipment, and Inventory Timber and timberlands consisted of the following (in millions): |
June 30, 2005 | December 31, 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Timber and logging roads - net | $ | 2,373 | $ | 2,367 | ||||
Timberlands | 1,250 | 1,223 | ||||||
Timber and Timberlands - net | $ | 3,623 | $ | 3,590 | ||||
Property, plant and equipment consisted of the following (in millions):
June 30, 2005 | December 31, 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Land, buildings and improvements | $ | 80 | $ | 80 | ||||
Machinery and equipment | 286 | 282 | ||||||
366 | 362 | |||||||
Accumulated depreciation | (121 | ) | (109 | ) | ||||
Property, Plant and Equipment - net | $ | 245 | $ | 253 | ||||
Inventories, accounted for using the lower of average cost or market, consisted of the following (in millions): |
June 30, 2005 | December 31, 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Raw materials (logs) | $ | 11 | $ | 24 | ||||
Work-in-process | 4 | 4 | ||||||
Finished goods | 36 | 32 | ||||||
51 | 60 | |||||||
Supplies | 11 | 11 | ||||||
Total | $ | 62 | $ | 71 | ||||
Common Stock | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares | Dollars | Paid-in Capital | Retained Earnings | Treasury Stock | Other Equity | Total Equity | |||||||||||||||||
January 1, 2005 | 183.7 | $ | 2 | $ | 2,168 | $ | 111 | $ | (43 | ) | $ | 2 | $ | 2,240 | |||||||||
Net Income | 122 | 122 | |||||||||||||||||||||
Dividends | (70 | ) | (70 | ) | |||||||||||||||||||
Stock Option Exercises | 0.2 | 3 | 3 | ||||||||||||||||||||
Shares Issued under Stock | |||||||||||||||||||||||
Incentive Plans(A) | 2 | (1 | ) | 1 | |||||||||||||||||||
Other | 1 | 1 | 2 | ||||||||||||||||||||
March 31, 2005 | 183.9 | $ | 2 | $ | 2,174 | $ | 163 | $ | (43 | ) | $ | 2 | $ | 2,298 | |||||||||
Net Income | 69 | 69 | |||||||||||||||||||||
Dividends | (70 | ) | (70 | ) | |||||||||||||||||||
Stock Option Exercises | 0.1 | 1 | 1 | ||||||||||||||||||||
Other | (1 | ) | 1 | -- | |||||||||||||||||||
June 30, 2005 | 184.0 | $ | 2 | $ | 2,174 | $ | 162 | $ | (43 | ) | $ | 3 | $ | 2,298 | |||||||||
(A) | During the first quarter of 2005, Plum Creek issued approximately 32,000 shares of common stock as payment for Value Management Awards and Dividend Equivalents, and approximately 23,000 shares of restricted stock under the terms of the company’s Stock Incentive Plan. (See Note 8 of the Notes to Financial Statements.) |
Note 7. Employee Pension Plans The components of net periodic benefit cost were as follows for thequarterly and six-month periods endedJune 30 (in millions): |
Quarter Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Service cost | $ | 1 | $ | 2 | ||||
Interest cost | 2 | 2 | ||||||
Expected return on plan assets | (1 | ) | (2 | ) | ||||
Net periodic benefit cost | $ | 2 | $ | 2 | ||||
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Service cost | $ | 3 | $ | 3 | ||||
Interest cost | 3 | 3 | ||||||
Expected return on plan assets | (2 | ) | (3 | ) | ||||
Net periodic benefit cost | $ | 4 | $ | 3 | ||||
Northern Resources | Southern Resources | Real Estate (A) | Manufactured Products | Other(B) | Total | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quarter Ended June 30, 2005 | ||||||||||||||||||||
External revenues | $ | 57 | $ | 135 | $ | 36 | $ | 128 | $ | 2 | $ | 358 | ||||||||
Intersegment revenues | 14 | -- | -- | -- | -- | 14 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 6 | 13 | -- | 7 | -- | 26 | ||||||||||||||
Operating income | 20 | 63 | 20 | 9 | 2 | 114 | ||||||||||||||
Quarter Ended June 30, 2004 | ||||||||||||||||||||
External revenues | $ | 47 | $ | 104 | $ | 50 | $ | 134 | $ | 6 | $ | 341 | ||||||||
Intersegment revenues | 15 | -- | -- | -- | -- | 15 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 6 | 11 | -- | 7 | -- | 24 | ||||||||||||||
Operating income | 16 | 45 | 12 | 23 | 4 | 100 |
Northern Resources | Southern Resources | Real Estate(A) | Manufactured Products | Other(B) | Total | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Six Months Ended June 30, 2005 | ||||||||||||||||||||
External revenues | $ | 126 | $ | 266 | $ | 104 | $ | 257 | $ | 5 | $ | 758 | ||||||||
Intersegment revenues | 33 | -- | -- | -- | -- | 33 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 12 | 26 | -- | 15 | -- | 53 | ||||||||||||||
Operating income | 49 | 127 | 64 | 17 | 4 | 261 | ||||||||||||||
Six Months Ended June 30, 2004 | ||||||||||||||||||||
External revenues | $ | 115 | $ | 220 | $ | 238 | $ | 256 | $ | 9 | $ | 838 | ||||||||
Intersegment revenues | 42 | -- | -- | -- | -- | 42 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 14 | 23 | -- | 14 | -- | 51 | ||||||||||||||
Operating income | 48 | 101 | 114 | 34 | 6 | 303 |
(A) | Management estimates that included in Plum Creek’s 7.7 million acres of timberlands are approximately 1.3 million acres of higher and better use timberlands and approximately 1.0 million acres of non-strategic timberlands. The higher and better use timberlands are expected to be sold over the next 15 years for conservation, residential or recreational purposes. The non-strategic timberlands, which consist of large blocks as well as smaller tracts, are expected to be sold over the next five to ten years. In the meantime, these timberlands continue to be used productively in our business of growing and selling timber. Sales of large, non-strategic timberlands totaled $15 million (approximately 51,000 acres) for the second quarter of 2004, and $133 million (approximately 255,000 acres) for the six months ended June 30, 2004. There were no sales of large, non-strategic timberlands during the quarter or six months ended June 30, 2005. |
During the quarter and six months ended June 30, 2004, the Real Estate segment recorded impairment losses of $3 million and $19 million, respectively, as a part of cost of goods sold in connection with proposed sales of timberlands. There were no impairment losses incurred in the quarter or six months ended June 30, 2005; however, a previously recognized impairment loss of $1 million was reversed during the first quarter of 2005 due to a revised estimate of fair value. |
(B) | During the first quarter of 2005, Plum Creek sold its remaining coal reserves for total proceeds of $22 million. The net gain from this sale, after reducing the proceeds for $1 million costs of sales and $1 million applicable income taxes, was $20 million, which has been reported in our income statement as a separate line item below Income from Continuing Operations. Prior to the sale, substantially all of the coal reserves were subject to long-term mineral leases; the annual revenue and operating income from such mineral leases were approximately $3 million. |
A reconciliation of total operating income to income before income taxes is presented below for thequarterly and six-monthperiods ended June 30 (in millions): |
Quarter Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Total segment operating income | $ | 114 | $ | 100 | ||||
Interest expense, net | (27 | ) | (27 | ) | ||||
Corporate and other unallocated expenses | (12 | ) | (11 | ) | ||||
Gain on sale of other assets | -- | 5 | ||||||
Income before income taxes | $ | 75 | $ | 67 | ||||
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Total segment operating income | $ | 261 | $ | 303 | ||||
Interest expense, net | (54 | ) | (56 | ) | ||||
Corporate and other unallocated expenses | (25 | ) | (23 | ) | ||||
Gain on sale of other assets | -- | 5 | ||||||
Income before income taxes | $ | 182 | $ | 229 | ||||
Quarter Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
(In Millions) | 2005 | 2004 | ||||||
Revenues: | ||||||||
Timber | $ | 192 | $ | 151 | ||||
Real Estate | 36 | 50 | ||||||
Manufacturing | 128 | 134 | ||||||
Other | 2 | 6 | ||||||
Total Revenues | 358 | 341 | ||||||
Costs and Expenses: | ||||||||
Cost of Goods Sold: | ||||||||
Timber | 99 | 80 | ||||||
Real Estate | 16 | 38 | ||||||
Manufacturing | 117 | 110 | ||||||
Other | -- | 2 | ||||||
Total Cost of Goods Sold | 232 | 230 | ||||||
Selling, General and Administrative | 24 | 22 | ||||||
Total Costs and Expenses | 256 | 252 | ||||||
Gain on Sale of Other Assets | -- | 5 | ||||||
Operating Income | 102 | 94 | ||||||
Interest Expense, net | 27 | 27 | ||||||
Income before Income Taxes | 75 | 67 | ||||||
Provision for Income Taxes | 6 | 10 | ||||||
Net Income | $ | 69 | $ | 57 | ||||
See accompanying Notes to Consolidated Financial Statements
PLUM CREEK TIMBERLANDS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
(In Millions) | 2005 | 2004 | ||||||
Revenues: | ||||||||
Timber | $ | 392 | $ | 335 | ||||
Real Estate | 104 | 238 | ||||||
Manufacturing | 257 | 256 | ||||||
Other | 5 | 9 | ||||||
Total Revenues | 758 | 838 | ||||||
Costs and Expenses: | ||||||||
Cost of Goods Sold: | ||||||||
Timber | 201 | 173 | ||||||
Real Estate | 40 | 124 | ||||||
Manufacturing | 235 | 218 | ||||||
Other | 1 | 3 | ||||||
Total Cost of Goods Sold | 477 | 518 | ||||||
Selling, General and Administrative | 45 | 40 | ||||||
Total Costs and Expenses | 522 | 558 | ||||||
Gain on Sale of Other Assets | -- | 5 | ||||||
Operating Income | 236 | 285 | ||||||
Interest Expense, net | 54 | 56 | ||||||
Income before Income Taxes | 182 | 229 | ||||||
Provision for Income Taxes | 11 | 17 | ||||||
Income from Continuing Operations | 171 | 212 | ||||||
Gain on Sale of Properties, net of tax | 20 | -- | ||||||
Net Income | $ | 191 | $ | 212 | ||||
See accompanying Notes to Consolidated Financial Statements
PLUM CREEK TIMBERLANDS, L.P.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In Millions) | June 30, 2005 | December 31, 2004 | ||||||
---|---|---|---|---|---|---|---|---|
ASSETS | ||||||||
Current Assets: | ||||||||
Cash and Cash Equivalents | $ | 384 | $ | 347 | ||||
Restricted Advance from Customer | 15 | 4 | ||||||
Accounts Receivable | 49 | 40 | ||||||
Like-Kind Exchange Funds Held in Escrow | 44 | 11 | ||||||
Inventories | 62 | 71 | ||||||
Deferred Tax Asset | 11 | 10 | ||||||
Other Current Assets | 15 | 14 | ||||||
580 | 497 | |||||||
Timber and Timberlands �� Net | 3,623 | 3,590 | ||||||
Property, Plant and Equipment – Net | 245 | 253 | ||||||
Investment in Grantor Trusts | 42 | 41 | ||||||
Other Assets | 10 | 8 | ||||||
Total Assets | $ | 4,500 | $ | 4,389 | ||||
LIABILITIES | ||||||||
Current Liabilities: | ||||||||
Current Portion of Long-Term Debt | $ | 31 | $ | 32 | ||||
Short-Term Debt | 50 | -- | ||||||
Accounts Payable | 45 | 41 | ||||||
Interest Payable | 28 | 28 | ||||||
Wages Payable | 15 | 25 | ||||||
Taxes Payable | 22 | 22 | ||||||
Deferred Revenue | 35 | 16 | ||||||
Other Current Liabilities | 12 | 20 | ||||||
238 | 184 | |||||||
Long-Term Debt | 1,357 | 1,405 | ||||||
Line of Credit | 495 | 448 | ||||||
Deferred Tax Liability | 44 | 45 | ||||||
Other Liabilities | 70 | 69 | ||||||
Total Liabilities | 2,204 | 2,151 | ||||||
Commitments and Contingencies | ||||||||
EQUITY | ||||||||
Partners’ Capital | 2,296 | 2,238 | ||||||
Total Liabilities and Equity | $ | 4,500 | $ | 4,389 | ||||
See accompanying Notes to Consolidated Financial Statements
PLUM CREEK TIMBERLANDS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
(In Millions) | 2005 | 2004 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net Income | $ | 191 | $ | 212 | ||||
Adjustments to Reconcile Net Income to | ||||||||
Net Cash Provided By Operating Activities: | ||||||||
Depreciation, Depletion and Amortization | 55 | 51 | ||||||
Basis of Real Estate Sold(Includes Impairment Losses of $19 in 2004) | 28 | 114 | ||||||
Deferred Income Taxes | (1 | ) | 12 | |||||
Gain on Sales of Properties and Other Assets | (21 | ) | (5 | ) | ||||
Working Capital Changes | (24 | ) | 10 | |||||
Other | -- | (3 | ) | |||||
Net Cash Provided By Operating Activities | 228 | 391 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Property Additions(Excluding Timberland Acquisitions) | (28 | ) | (32 | ) | ||||
Timberlands Acquired(Including Tax-Deferred Exchange Proceeds) | (80 | ) | (39 | ) | ||||
Proceeds from Sales of Properties and Other Assets(Including | ||||||||
Tax-Deferred Exchange Proceeds) | 5 | 27 | ||||||
Net Cash Used In Investing Activities | (103 | ) | (44 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Cash Distributions | (136 | ) | (125 | ) | ||||
Borrowings under Line of Credit | �� | 1,140 | 1,227 | |||||
Repayment of Borrowings under Line of Credit | (1,093 | ) | (1,355 | ) | ||||
Proceeds from Issuance of Short-term Debt | 50 | -- | ||||||
Principal Payments and Retirement of Long-term Debt | (49 | ) | (32 | ) | ||||
Net Cash Used In Financing Activities | (88 | ) | (285 | ) | ||||
Increase In Cash and Cash Equivalents | 37 | 62 | ||||||
Cash and Cash Equivalents: | ||||||||
Beginning of Period | 347 | 267 | ||||||
End of Period | $ | 384 | $ | 329 | ||||
See accompanying Notes to Consolidated Financial Statements
June 30, 2005 | December 31, 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Timber and logging roads – net | $ | 2,373 | $ | 2,367 | ||||
Timberlands | 1,250 | 1,223 | ||||||
Timber and Timberlands – net | $ | 3,623 | $ | 3,590 | ||||
Property, plant and equipment consisted of the following (in millions):
June 30, 2005 | December 31, 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Land, buildings and improvements | $ | 80 | $ | 80 | ||||
Machinery and equipment | 286 | 282 | ||||||
366 | 362 | |||||||
Accumulated depreciation | (121 | ) | (109 | ) | ||||
Property, Plant and Equipment – net | $ | 245 | $ | 253 | ||||
Inventories, accounted for using the lower of average cost or market, consisted of the following (in millions): |
June 30, 2005 | December 31, 2004 | |||||||
---|---|---|---|---|---|---|---|---|
Raw materials (logs) | $ | 11 | $ | 24 | ||||
Work-in-process | 4 | 4 | ||||||
Finished goods | 36 | 32 | ||||||
51 | 60 | |||||||
Supplies | 11 | 11 | ||||||
Total | $ | 62 | $ | 71 | ||||
Quarter Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Service cost | $ | 1 | $ | 2 | ||||
Interest cost | 2 | 2 | ||||||
Expected return on plan assets | (1 | ) | (2 | ) | ||||
Net periodic benefit cost | $ | 2 | $ | 2 | ||||
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Service cost | $ | 3 | $ | 3 | ||||
Interest cost | 3 | 3 | ||||||
Expected return on plan assets | (2 | ) | (3 | ) | ||||
Net periodic benefit cost | $ | 4 | $ | 3 | ||||
Northern Resources | Southern Resources | Real Estate(A) | Manufactured Products | Other(B) | Total | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Quarter Ended June 30, 2005 | ||||||||||||||||||||
External revenues | $ | 57 | $ | 135 | $ | 36 | $ | 128 | $ | 2 | $ | 358 | ||||||||
Intersegment revenues | 14 | -- | -- | -- | -- | 14 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 6 | 13 | -- | 7 | -- | 26 | ||||||||||||||
Operating income | 20 | 63 | 20 | 9 | 2 | 114 | ||||||||||||||
Quarter Ended June 30, 2004 | ||||||||||||||||||||
External revenues | $ | 47 | $ | 104 | $ | 50 | $ | 134 | $ | 6 | $ | 341 | ||||||||
Intersegment revenues | 15 | -- | -- | -- | -- | 15 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 6 | 11 | -- | 7 | -- | 24 | ||||||||||||||
Operating income | 16 | 45 | 12 | 23 | 4 | 100 |
Northern Resources | Southern Resources | Real Estate(A) | Manufactured Products | Other (B) | Total | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Six Months Ended June 30, 2005 | ||||||||||||||||||||
External revenues | $ | 126 | $ | 266 | $ | 104 | $ | 257 | $ | 5 | $ | 758 | ||||||||
Intersegment revenues | 33 | -- | -- | -- | -- | 33 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 12 | 26 | -- | 15 | -- | 53 | ||||||||||||||
Operating income | 49 | 127 | 64 | 17 | 4 | 261 | ||||||||||||||
Six Months Ended June 30, 2004 | ||||||||||||||||||||
External revenues | $ | 115 | $ | 220 | $ | 238 | $ | 256 | $ | 9 | $ | 838 | ||||||||
Intersegment revenues | 42 | -- | -- | -- | -- | 42 | ||||||||||||||
Depreciation, depletion and | ||||||||||||||||||||
amortization | 14 | 23 | -- | 14 | -- | 51 | ||||||||||||||
Operating income | 48 | 101 | 114 | 34 | 6 | 303 |
(A) | Management estimates that included in the Operating Partnership’s 7.7 million acres of timberlands are approximately 1.3 million acres of higher and better use timberlands and approximately 1.0 million acres of non-strategic timberlands. The higher and better use timberlands are expected to be sold over the next 15 years for conservation, residential or recreational purposes. The non-strategic timberlands, which consist of large blocks as well as smaller tracts, are expected to be sold over the next five to ten years. In the meantime, these timberlands continue to be used productively in our business of growing and selling timber. Sales of large, non-strategic timberlands totaled $15 million (approximately 51,000 acres) for the second quarter of 2004, and $133 million (approximately 255,000 acres) for the six months ended June 30, 2004. There were no sales of large, non-strategic timberlands during the quarter or six months ended June 30, 2005. |
During the quarter and six months ended June 30, 2004, the Real Estate segment recorded impairment losses of $3 million and $19 million, respectively, as a part of cost of goods sold in connection with proposed sales of timberlands. There were no impairment losses incurred in the quarter or six months ended June 30, 2005; however, a previously recognized impairment loss of $1 million was reversed during the first quarter of 2005 due to a revised estimate of fair value. |
(B) | During the first quarter of 2005, the Operating Partnership sold its remaining coal reserves for total proceeds of $22 million. The net gain from this sale, after reducing the proceeds for $1 million costs of sales and $1 million applicable income taxes, was $20 million, which has been reported in our income statement as a separate line item below Income from Continuing Operations. Prior to the sale, substantially all of the coal reserves were subject to long-term mineral leases; the annual revenue and operating income from such mineral leases were approximately $3 million. |
A reconciliation of total operating income to income before income taxes is presented below for thequarterly and six-monthperiods ended June 30 (in millions): |
Quarter Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Total segment operating income | $ | 114 | $ | 100 | ||||
Interest expense, net | (27 | ) | (27 | ) | ||||
Corporate and other unallocated expenses | (12 | ) | (11 | ) | ||||
Gain on sale of other assets | -- | 5 | ||||||
Income before income taxes | $ | 75 | $ | 67 | ||||
Six Months Ended June 30, | ||||||||
---|---|---|---|---|---|---|---|---|
2005 | 2004 | |||||||
Total segment operating income | $ | 261 | $ | 303 | ||||
Interest expense, net | (54 | ) | (56 | ) | ||||
Corporate and other unallocated expenses | (25 | ) | (23 | ) | ||||
Gain on sale of other assets | -- | 5 | ||||||
Income before income taxes | $ | 182 | $ | 229 | ||||
• | the failure to meet our expectations with respect to our likely future performance; |
• | an unanticipated reduction in the demand for timber products and/or an unanticipated increase in the supply of timber products; |
• | an unanticipated reduction in demand for higher and better use timberlands or non-strategic timberlands; |
• | our failure to make strategic acquisitions or to integrate any such acquisitions effectively or, conversely, our failure to make strategic divestitures; and |
• | our failure to qualify as a real estate investment trust, or REIT. |
Quarter Ended June 30, | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2005 | 2004 | Change | |||||||||
Operating Income by Segment | |||||||||||
Northern Resources | $ | 20 | $ | 16 | $ | 4 | |||||
Southern Resources | 63 | 45 | 18 | ||||||||
Real Estate | 20 | 12 | 8 | ||||||||
Manufactured Products | 9 | 23 | (14 | ) | |||||||
Other | 2 | 4 | (2 | ) | |||||||
Total Segment Operating Income | 114 | 100 | 14 | ||||||||
Other Costs & Eliminations | (12 | ) | (11 | ) | (1 | ) | |||||
Gain on Sale of Other Assets | -- | 5 | (5 | ) | |||||||
Operating Income | $ | 102 | $ | 94 | $ | 8 | |||||
Six Months Ended June 30, | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
2005 | 2004 | Change | |||||||||
Operating Income by Segment | |||||||||||
Northern Resources | $ | 49 | $ | 48 | $ | 1 | |||||
Southern Resources | 127 | 101 | 26 | ||||||||
Real Estate | 64 | 114 | (50 | ) | |||||||
Manufactured Products | 17 | 34 | (17 | ) | |||||||
Other | 4 | 6 | (2 | ) | |||||||
Total Segment Operating Income | 261 | 303 | (42 | ) | |||||||
Other Costs & Eliminations | (25 | ) | (23 | ) | (2 | ) | |||||
Gain on Sale of Other Assets | -- | 5 | (5 | ) | |||||||
Operating Income | $ | 236 | $ | 285 | $ | (49 | ) | ||||
• | changes in domestic and international economic conditions; |
• | interest rates; |
• | population growth and changing demographics; and |
• | seasonal weather cycles (e.g., dry summers, wet winters). |
Decreases in the level of residential construction activity generally reduce demand for logs and wood products. This results in lower revenues, profits and cash flows. In addition, industry-wide increases in the supply of logs and wood products during favorable price environments can also lead to downward pressure on prices. Timber owners generally increase production volumes for logs and wood products during favorable price environments. Such increased production, however, when coupled with even modest declines in demand for these products in general, could lead to oversupply and lower prices. Our results of operations may also be subject to global economic changes as global supplies of wood fiber shift in response to changing economic conditions. Changes in global economic conditions that could affect our results of operations include, but are not limited to, new timber supply sources and changes in currency exchange rates, foreign and domestic interest rates and foreign and domestic trade policies. In addition, changes in our ability to sell or exchange non-strategic timberlands and timberland properties that have higher and better uses at attractive prices could have a significant effect on our results of operations. The following factors, among others, may adversely affect the timing and amount of our income generated by our land sales: |
• | general economic conditions; |
• | availability of funding for governmental agencies, developers, conservation organizations, individuals and others to purchase our timberlands for conservation, recreation, residential or other purposes; |
• | local real estate market conditions, such as oversupply of, or reduced demand for, properties sharing the same or similar characteristics as those in our portfolio; |
• | relative illiquidity of real estate investments; |
• | impact of federal, state and local land use and environmental protection laws; or |
• | changes in tax, real estate and zoning laws. |
• | forestry activities, including harvesting, planting and road building, use and maintenance; |
• | the generation of air emissions; |
• | the discharge of industrial wastewater and storm water; and |
• | the generation and disposal of both hazardous and non-hazardous wastes. |
• | result in any person owning, directly or indirectly, equity in excess of the Ownership Limit; |
• | result in our equity being owned, directly or indirectly, by fewer than 100 persons; |
• | result in us being "closely held" (as defined in the Internal Revenue Code); |
• | result in us failing to qualify as a "domestically controlled REIT" (as defined in the Internal Revenue Code); or |
• | otherwise cause us to fail to qualify as a REIT. |
• | we would be subject to federal and state income tax on our taxable income at regular corporate rates; |
• | we would not be allowed to deduct dividends to stockholders in computing our taxable income; and |
• | unless we were entitled to relief under the Internal Revenue Code, we would also be disqualified from treatment as a REIT for the four taxable years following the year during which we lost qualification. |
2005 | 2006 | 2007 | 2008 | 2009 | Thereafter | Total | Fair Value (B) | |||||||||||||||||||
June 30, 2005 | ||||||||||||||||||||||||||
Fixed Rate Debt | ||||||||||||||||||||||||||
Principal due(A) | $ | -- | $ | 157 | $ | 123 | $ | 147 | $ | 200 | $ | 753 | $ | 1,380 | $ | 1,506 | ||||||||||
Avg. interest rate | 7.5 | % | 7.5 | % | 7.4 | % | 7.5 | % | 7.3 | % | 7.1 | % | ||||||||||||||
Variable Rate Debt (C) | $ | 50 | $ | 495 | $ | 545 | $ | 545 |
2004 | 2005 | 2006 | 2007 | 2008 | Thereafter | Total | Fair Value(B) | |||||||||||||||||||
June 30, 2004 | ||||||||||||||||||||||||||
Fixed Rate Debt | ||||||||||||||||||||||||||
Principal due (A) | $ | -- | $ | 27 | $ | 157 | $ | 123 | $ | 147 | $ | 953 | $ | 1,407 | $ | 1,528 | ||||||||||
Avg. interest rate | 7.6 | % | 7.5 | % | 7.5 | % | 7.4 | % | 7.5 | % | 7.2 | % | ||||||||||||||
Variable Rate Debt | $ | 20 | $ | 466 | $ | 486 | $ | 486 |
(A) | Excludes unamortized premium of $8 million at June 30, 2005, and $13 million at June 30, 2004. |
(B) | The decrease in the fair value of our fixed rate debt compared to June 30, 2004, was due primarily to the repayment of $27 million of borrowings during the second quarter of 2005. |
(C) | As of June 30, 2005, the average interest rate on the $495 million borrowings under our $650 million revolving line of credit maturing on January 15, 2009 was based on LIBOR plus 0.875%, which included facility fees. This rate can range from LIBOR plus 0.75% to LIBOR plus 1.625% depending on our financial results. On July 1, 2005, $376 million of the borrowings under our line of credit was repaid. In April 2005, Plum Creek retired its $20 million variable rate senior note bearing interest at 3-months LIBOR plus 1.445% due in 2008 prior to its maturity using funds available under the company’s revolving line of credit. In May 2005, the company entered into a $50 million one-year term loan agreement to finance the acquisition of approximately 35,000 acres of Florida timberlands. As of June 30, 2005, the interest rate for the term loan was LIBOR plus 0.5%. This rate can range from LIBOR plus 0.4% to LIBOR plus 1.075% depending on our financial results. |
(a) | Nine individuals nominated by the board for re-election for one-year terms expiring at the 2006 Annual Meeting of Stockholders were re-elected by a plurality vote, with no solicitations in opposition as follows: |
Votes Cast | ||||||||
Nominee | For | Withheld | ||||||
Rick. R. Holley | 165,395,600 | 1,928,949 | ||||||
Ian B. Davidson | 164,617,539 | 2,707,010 | ||||||
Robin Josephs | 164,579,275 | 2,745,274 | ||||||
John G. McDonald | 164,254,399 | 3,070,150 | ||||||
Robert B. McLeod | 165,164,517 | 2,160,032 | ||||||
Hamid R. Moghadam | 165,332,956 | 1,991,593 | ||||||
John H. Scully | 165,334,488 | 1,990,061 | ||||||
Stephen C. Tobias | 165,188,223 | 2,136,326 | ||||||
Carl B. Webb | 165,231,613 | 2,092,936 | ||||||
There were no broker non-votes |
(b) | The appointment of Ernst & Young LLP as the company’s independent auditors for 2005 by the audit committee of the Board of Directors was ratified by the stockholders, with 163,557,566 votes in favor of the proposal, 2,425,754 votes against the proposal, 1,341,229 abstentions and no broker non-votes. |
(c) | A shareholder proposal to increase the voting threshold by which individuals are elected to the Board of Directors was included in the company’s proxy materials in accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended. The proposal was not approved by the stockholders, with 46,845,791 votes in favor of the proposal, 68,650,009 votes against the proposal, 3,311,042 abstentions and 48,517,706 broker non-votes. |
(d) | A shareholder proposal to require the compensation committee of the Board of Directors to adopt a policy providing that a significant amount of future stock option grants be premium-priced stock options, indexed stock options or stock options with performance based vesting terms, was included in the company’s proxy materials in accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended. The proposal was not approved by the stockholders, with 20,346,478 votes in favor of the proposal, 95,200,398 votes against the proposal, 3,265,488 abstentions and 48,512,184 broker non-votes. |
(e) | A shareholder proposal to require the company to annually submit to stockholders a report relating to the company’s political contribution activities was included in the company’s proxy materials in accordance with Rule 14a-8 of the Securities Exchange Act of 1934, as amended. The proposal was not approved by the stockholders, with 9,673,648 votes in favor of the proposal, 7,543,869 votes against the proposal, 11,104,841 abstentions and 139,002,190 broker non-votes. |
Exhibit Designation | Nature of Exhibit | |
2.4 | Agreement and Plan of Merger by and among Georgia-Pacific Corporation, North American Timber Corp., NPI Timber, Inc., GNN Timber, Inc., GPW Timber, Inc., LRFP Timber, Inc., NPC Timber, Inc. and Plum Creek Timber Company, Inc. (Form 8-K/A, File No. 1-10239, dated July 18, 2000). Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 12, 2001 (Form 8-K, File No. 1-10239, dated June 12, 2001). | |
2.5 | Real Estate Purchase and Sale Agreements between Plum Creek Timberlands, L.P., a wholly owned subsidiary of Plum Creek Timber Company, Inc., and Soterra LLC, a subsidiary of Greif, Inc., each dated March 28, 2005 (Form 8-K, File No. 1-10239, dated March 28, 2005). | |
3.1 | Restated Certificate of Incorporation of Plum Creek Timber Company, Inc. (Form 10-Q, File No. 1-10239, for the quarter ended March 31, 2002). | |
3.2 | Amendment and Restated By-laws of Plum Creek Timber Company, Inc. (Form 10-Q, File No. 1-10239, for the quarter ended March 31, 2002). | |
4.3 | The registrant agrees that it will furnish to the Commission a copy of any of its debt instruments not listed herein upon request. | |
10.1 | Plum Creek Timber Company, Inc. Deferral Plan (Form 8-K, File No. 1-10239, dated June 20, 2005). | |
10.2 | Plum Creek Timber Company, Inc. Director Stock Ownership Plan (Form 8-K, File No. 1-10239, dated June 20, 2005). | |
10.3 | Form of Director Deferral Election Forms (Form 8-K, File No. 1-10239, dated June 20, 2005). | |
10.4 | Form of Executive Deferral Election Forms (Form 8-K, File No. 1-10239, dated June 20, 2005). | |
31.1 | Certification of Rick R. Holley, President and Chief Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
31.2 | Certification of William R. Brown, Executive Vice President and Chief Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended. | |
32.1 | Certification of Rick R. Holley, President and Chief Executive Officer, pursuant to Rules 13a-14(b) and 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
32.2 | Certification of William R. Brown, Executive Vice President and Chief Financial Officer, pursuant to Rules 13a-14(b) and 15d-14(b) of the Securities Exchange Act of 1934, as amended, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
SIGNATURESPursuant 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. |
PLUM CREEK TIMBER COMPANY, INC. (Registrant) BY: /s/ William R. Brown —————————————— WILLIAM R. BROWN Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) |
Date: August 2, 2005 |