DELTIC TIMBER CORP Item 1A Risk Factors Cyclicality of Forest Products Industry The Company’s results of operations are, and will continue to be, affected by the cyclical nature of the forest products industry |
Prices and demand for logs and manufactured wood products have been, and in the future can be expected to be, subject to cyclical fluctuations |
The demand for logs and lumber is primarily affected by the level of new residential construction activity, which activity is subject to fluctuations due to changes in economic conditions, mortgage interest rates, population growth, weather conditions and other factors |
Decreases in the level of residential construction activity will be reflected in reduced demand for logs and lumber resulting in lower prices for the Company’s products and lower revenues, profits, and cash flows |
In addition to housing starts, demand for wood products is also significantly affected by repair and remodeling activities and industrial uses, demand for which has historically been less cyclical |
Furthermore, changes in industry supply of timber have an effect on prices |
Although the Company believes that sales of timber by United States government agencies will remain at relatively low levels for the foreseeable future, any reversal of policy that substantially increased such sales could significantly reduce prices for logs and lumber, which could have a material adverse effect on the Company |
Furthermore, increased imports from Canada and other foreign countries could reduce the prices the Company receives for its products |
Decline in Availability of Federal Timber Various factors, including environmental and endangered species concerns, have limited, and will likely continue to limit, the amount of timber offered for sale by certain United States government agencies, which historically have been major suppliers of timber to the United States forest products industry |
The Company acquires a portion of its timber supply for its Ola, Arkansas sawmill (the “Ola Mill”) from federal sources (the Ouachita and Ozark National Forests) |
Any future decline in the availability of timber from federally owned lands will require that the Company, in order to supply the Ola Mill, rely more heavily on harvests from the Company’s timberlands (including harvests from timberlands acquired in the future to the extent that suitable opportunities arise) and on the acquisition of timber from other sources, such as private timber owners |
The Company’s Waldo, Arkansas sawmill does not currently process any timber acquired from federal sources |
Limitations on the Company’s Ability to Harvest Timber Revenues from the Company’s future operations will depend to a significant extent on its ability to harvest timber pursuant to its harvest plans from its 437cmam700 acres of timberlands (the “Timberlands”) |
Harvesting of the Timberlands may be affected by various natural factors, including damage by fire, insect infestation, disease, prolonged drought, severe weather conditions including ice storms and other causes |
The effects of such natural disasters may be particularly damaging to young timber |
To the extent possible, the Company implements measures to limit the risk of damage from such natural causes |
The Company is a participant with state agencies and other timberland owners in cooperative fire fighting and fire surveillance programs |
In addition, the Timberlands’ extensive system of access roads and the physical separation of various tracts provide some protection against fire damage |
Nonetheless, one or more major fires on the Timberlands could adversely affect Deltic’s operating results |
In addition, the Timberlands may also be affected by insect infestation, particularly by the southern pine beetle, and disease |
Additionally, the Timberlands may be affected by severe weather conditions, especially ice storms, tornados, and heavy winds |
Although damage from such natural causes usually is localized and affects only a limited percentage of the timber, there can be no assurance that any damage affecting the Timberlands will, in fact, be so limited |
As is typical in the forest products industry, the Company does not maintain insurance coverage with respect to damage to the Timberlands |
The Company does, however, maintain insurance for loss of logs due to fire and other occurrences following their receipt at the Company’s sawmills |
15 ______________________________________________________________________ [37]Table of Contents Operation of Sawmills The Company’s sawmills are located at Ola in central Arkansas and Waldo in southern Arkansas |
The operations of the sawmills are dependent on various factors and there can be no assurance that the Company will be able to continue such operations at current levels of production or that suspension of such operations may not be required in the future |
The Company obtains logs for its sawmills from the Timberlands, other private sources, and federal lands |
As discussed above, prices for logs are cyclical and affected primarily by demand for lumber and other products produced from logs |
Another such factor is the ability of the Company to find an outlet for the large volume of residual wood products that result from the milling process |
The Company currently markets such products to third parties for the production of paper and other uses |
The Company sells a significant portion of its residual wood chips to Del-Tin Fiber LLC (“Del-Tin”), a joint venture medium density fiberboard plant near El Dorado, Arkansas, in which the Company owns a 50-percent interest |
In addition, the continued operation of the sawmills is subject generally to the risk of business interruption in the event of a fire or other natural disaster, regulatory actions, or other causes |
The Company mitigates this risk through the procurement of casualty and business interruption insurance |
Del-Tin Fiber Deltic owns 50 percent of the membership interest of Del-Tin Fiber, a joint venture to manufacture and market MDF The Del-Tin Fiber plant is located near El Dorado, Arkansas |
Construction of the plant was completed, and initial production began, in 1998 |
From the time production began at Del-Tin Fiber until the fourth quarter of 2003, both operating and financial performance were below the expectations established at the time that the decision to construct the plant was made |
Contributions to Del-Tin Fiber by the Company through the third quarter of 2003 amounted to dlra60dtta7 million |
The operating and financial performance of the joint venture improved significantly in 2004 and 2005 when compared to prior years |
These advances were the result of price improvements in the MDF market and the Company’s utilization of its management resources to work with Del-Tin’s management and the joint-venture partner to improve operating performance at the plant |
As a result, the impact of Del-Tin Fiber on the Company’s results of operations and cash flows was significantly reduced during the years of 2004 and 2005 |
Although the Company remains focused on the efficient operations of the facility, changes in MDF prices or disruptions in manufacturing operations at the plant could impact the Company’s results of operations and cash flows in future periods, as well as Deltic’s ability to exit the MDF business if desired in the future |
Competition The forest products industry is highly competitive in terms of price and quality |
Many of the Company’s competitors are fully integrated companies with substantially greater financial and operating resources than the Company |
The products of the Company are subject to increasing competition from a variety of non-wood and engineered wood products |
In addition, the Company is subject to a potential increase in competition from lumber products and logs imported from foreign sources |
Any significant increase in competitive pressures from substitute products or other domestic or foreign suppliers could have a material adverse effect on the Company |
Federal and State Environmental Regulations The Company is subject to extensive and changing federal, state, and local environmental laws and regulations relating to the protection of human health and the environment, the provisions and enforcement of which are expected to become more stringent in the future |
The Company has made and will continue to make non-material expenditures to comply with such provisions |
Based on currently available information, including the fact that the Company is not presently aware of any facts that indicate that the Company will be required to incur any material costs relating to environmental matters, the Company believes that environmental regulation will not materially adversely effect the Company, but there can be no assurances that environmental regulation will not have a material adverse effect on the financial condition, results of operations, or liquidity of the Company in the future |
16 ______________________________________________________________________ [38]Table of Contents Geographic Concentration of Real Estate Development The Company’s real estate development projects are located in central Arkansas, specifically in, and west of, Little Rock, Arkansas, and in Hot Springs, Arkansas |
Accordingly, the Company’s real estate operations are particularly vulnerable to any economic downturns or other adverse events that may occur in this region and to competition from nearby residential housing developments |
The Company’s results of operations may be affected by the cyclicality of the homebuilding and real estate industries generally |
Factors include changes in general and local economic conditions, such as employment levels, consumer confidence and income, housing demand, availability of financing and interest rates, and changes in government regulation regarding the environment, zoning, real estate taxes, and other local government fees |
Reliance on Key Personnel The Company believes that its continued success will depend in large part on its ability to attract and retain highly skilled and qualified personnel |
The Company offers management incentives in a manner that is directly linked to the Company’s performance, which the Company believes will facilitate the attraction, retention, and motivation of highly skilled and qualified personnel |
In this regard, the Company has taken steps to retain its key personnel, including the provision of competitive employee benefit programs |
Although the Company will seek to employ qualified individuals in the event that officers or other key employees of the Company cease to be associated with the Company, there can be no assurance that such individuals could be engaged by the Company |
Dividend Policy The Company currently intends to pay modest quarterly cash dividends |
However, the Company anticipates that future earnings will for the most part be used to support operations and finance growth of the business |
The payment of any dividends will be at the discretion of the Company’s Board of Directors (the “Company Board”) |
The declaration of dividends and the amount thereof will depend on a number of factors, including the Company’s financial condition, capital requirements, funds from operations, future business prospects, and such other factors as the Company Board may deem relevant, and no assurance can be given as to the timing or amount of any dividend payments |
Anti-Takeover Effects of Certain Statutory, Charter, Bylaw and Contractual Provisions Several provisions of the Company’s Certificate of Incorporation and Bylaws and of the Delaware General Corporation Law could discourage potential acquisition proposals and could deter or delay unsolicited changes in control of the Company, including provisions creating a classified Board of Directors, limiting the stockholders’ powers to remove directors, and prohibiting the taking of action by written consent in lieu of a stockholders’ meeting |
The preferred stock purchase rights attached to the Company’s common stock could have similar anti-takeover effects |
In addition, the Company’s Board has the authority, without further action by the stockholders, to fix the rights and preferences of and to issue preferred stock |
The issuance of preferred stock could adversely affect the voting power of the owners of Company’s common stock, including the loss of voting control to others |
Transactions subject to these restrictions will include, among other things, the liquidation of the Company, the merger, consolidation or other combination or affiliation of the Company with another company, discontinuance of or material change in the conduct of a material portion of its businesses independently and with its own employees, redemption or other reacquisition of Company’s common stock, and the sale, distribution, or other disposition of assets of the Company out of the ordinary course of business |
These provisions and others that could be adopted in the future could discourage unsolicited acquisition proposals or delay or prevent changes in control or management of the Company, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices |
In addition, these provisions could limit the ability of stockholders to approve transactions that they may deem to be in their best interests |