RAYONIER ADVANCED MATERIALS INC. - Annual Report: 2016 (Form 10-K)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
or
o | 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 001-36285
Incorporated in the State of Delaware
I.R.S. Employer Identification No. 46-4559529
1301 RIVERPLACE BOULEVARD, SUITE 2300
JACKSONVILLE, FL 32207
(Principal Executive Office)
Telephone Number: (904) 357-4600
Securities registered pursuant to Section 12(b) of the Act: | |
Title of each class | Name of exchange on which registered |
Common stock, par value $0.01 per share | New York Stock Exchange |
8.00% Series A Mandatory Convertible Preferred Stock, par value $0.01 per share | New York Stock Exchange |
Securities to be registered pursuant to Section 12(g) of the Act: None | |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES o NO x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES o NO x
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 x NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).
YES x NO o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer x | Accelerated filer o | |
Non-accelerated filer o | Smaller reporting company o | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO x
The aggregate market value of the Common Stock of the registrant held by non-affiliates at the close of business on June 24, 2016 was $559,627,666 based on the closing sale price as reported on the New York Stock Exchange.
The registrant had 43,260,052 shares of Common Stock, $.01 par value per share, outstanding as of February 16, 2017.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 2017 annual meeting of the stockholders of the registrant scheduled to be held May 22, 2017, are incorporated by reference in Part III hereof.
Table of Contents
Item | Page | ||
Part I | |||
1. | |||
1A. | |||
1B. | |||
2. | |||
3. | |||
4. | |||
Part II | |||
5. | |||
6. | |||
7. | |||
7A. | |||
8. | |||
9. | |||
9A. | |||
9B. | |||
Part III | |||
10. | |||
11. | |||
12. | |||
13. | |||
14. | |||
Part IV | |||
15. | |||
16. | |||
i
Index to Financial Statements
Page | |
Index to Financial Statement Schedules | |
All other financial statement schedules have been omitted because they are not applicable, the required matter is not present, or the required information has been otherwise supplied in the financial statements or the notes thereto. | |
ii
Part I
When we refer to “we,” “us,” “our,” “the Company,” or “Rayonier Advanced Materials” we mean Rayonier Advanced Materials Inc. and its consolidated subsidiaries. References herein to “Notes to Financial Statements” refer to the Notes to the Consolidated Financial Statements of Rayonier Advanced Materials Inc. included in Item 8 of this Report.
Note About Forward-Looking Statements
Certain statements in this document regarding anticipated financial, business, legal or other outcomes including business and market conditions, outlook and other similar statements relating to Rayonier Advanced Materials’ future events, developments, or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “forecast,” “anticipate” “guidance” and other similar language. However, the absence of these or similar words or expressions does not mean a statement is not forward-looking. While we believe these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance these expectations will be attained and it is possible actual results may differ materially from those indicated by these forward-looking statements due to a variety of risks and uncertainties. The risk factors contained in Item 1A — Risk Factors, among others, could cause actual results or events to differ materially from the Company’s historical experience and those expressed in forward-looking statements made in this document.
Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we have made or may make in our filings and other submissions to the U.S. Securities and Exchange Commission (the “SEC”), including those on Forms 10-Q, 10-K, 8-K and other reports.
Note About Non-GAAP Financial Measures
This document contains certain non-GAAP financial measures, including Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) and adjusted free cash flows. These non-GAAP measures are reconciled to each of their respective most directly comparable GAAP financial measures in Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.
We believe these non-GAAP measures provide useful information to our board of directors, management and investors regarding certain trends relating to our financial condition and results of operations. Our management uses these non-GAAP measures to compare our performance to that of prior periods for trend analyses, purposes of determining management incentive compensation and budgeting, forecasting and planning purposes.
We do not consider these non-GAAP measures an alternative to financial measures determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). The principal limitations of these non-GAAP financial measures are that they may exclude significant expenses and income items that are required by GAAP to be recognized in our consolidated financial statements. In addition, they reflect the exercise of management’s judgment about which expenses and income items are excluded or included in determining these non-GAAP financial measures. In order to compensate for these limitations, management provides reconciliations of the non-GAAP financial measures we use to their most directly comparable GAAP measures. Non-GAAP financial measures should not be relied upon, in whole or part, in evaluating the financial condition, results of operations or future prospects of the Company.
Item 1. | Business |
General
Rayonier Advanced Materials Inc., with approximately 456,000 metric tons of cellulose specialties sales in 2016, about two times the sales volumes of the next largest competitor, is the global leader in the production of cellulose specialties. Cellulose specialties are natural polymers, used as raw materials to manufacture a broad range of consumer-oriented products such as cigarette filters, liquid crystal displays, impact-resistant plastics, thickeners for food products, pharmaceuticals, cosmetics, high-tenacity
1
rayon yarn for tires and industrial hoses, food casings, paints and lacquers. We manufacture products tailored to the precise and demanding chemical and physical specifications required by our customers, achieving industry leading purity and product functionality. Our ability to consistently manufacture high-quality cellulose specialties products is the result of our proprietary production processes, intellectual property, technical expertise and knowledge of cellulosic chemistry.
Additionally, a significant portion of our production capacity is dedicated to manufacturing commodity products for viscose and absorbent materials applications. In 2016, we sold approximately 249,000 metric tons of commodity products. Commodity viscose is a raw material required for the manufacture of viscose staple fibers which are used in woven applications such as textiles for clothing and other fabrics, and in non-woven applications such as baby wipes, cosmetic and personal wipes, industrial wipes and mattress ticking. Absorbent materials, typically referred to as fluff fibers, are used as an absorbent medium in products such as disposable baby diapers, feminine hygiene products, incontinence pads, convalescent bed pads, industrial towels and wipes and non-woven fabrics. Cellulose specialties typically contain over 95 percent cellulose, while commodity products typically contain less than 95 percent cellulose.
Prior to June 27, 2014, the Company consisted of Rayonier Inc.’s (“Rayonier”) wholly-owned performance fibers segment and an allocable portion of Rayonier’s corporate costs (together, “Rayonier’s performance fibers business” or the “performance fibers business”). On that date, holders of Rayonier common shares received one share of the Company’s common stock for every three Rayonier common shares held on the record date. This resulted in the separation of the Company from Rayonier (the “Separation”). The Separation was structured to be tax free to Rayonier shareholders for U.S. federal income tax purposes and the Company operates as an independent, publicly traded company.
Segments
The Company operates as a single segment business with two major product lines: cellulose specialties and commodity products. See Note 3 — Segment and Geographical Information for more information.
Industry
Cellulose Specialties
Cellulose specialties are an organic material primarily derived from either wood or cotton and are used as a raw material to manufacture a broad range of products. Cellulose specialties generally command a price premium and earn higher margins through the economic cycle relative to commodity products. Typically, product pricing is set annually in the fourth quarter for the following year based on discussions with customers and the terms of contractual arrangements. The manufacture and sale of cellulose specialties products are the primary driver of the Company’s profitability.
Our cellulose specialties, derived from wood, require high levels of purity, consistency and process knowledge. Our products play a significant role in our customers’ (primarily specialty chemical companies) manufacturing processes, which require cellulose specialties of high purity and uniformity for efficient production. Therefore, our customers demand we consistently deliver products of the highest quality. As a result, our products are custom engineered and manufactured to customers’ specifications and require a stringent qualification process as our quality and consistency allow our customers to operate more efficiently and cost effectively.
Our key competitive advantage is our unique ability to utilize our flexible manufacturing facilities to engineer cellulose specialties fibers to customers’ specifications. We are the only cellulose specialties producer with manufacturing facilities that provide flexibility to use both hardwood and softwood, kraft and sulfite cooking processes, as well as a variety of proprietary chemical treatments to provide customized product functionality. Additionally, we have a significant amount of process knowledge: the understanding of wood fiber properties and their modification under a sequence of chemical processes, accumulated and developed over 90 years of practical application to achieve unique properties for a variety of customer needs. Combining this process knowledge with our manufacturing flexibility and knowledge of customers’ applications and specifications, allows us to have the most extensive capability set to modify cellulose fibers in the industry.
Commodity Products
We have the ability to easily shift our production between commodity viscose and absorbent materials to take advantage of market conditions and generate the most attractive margins.
Commodity viscose is primarily sold to producers of viscose staple fibers. Shifts in fashion styles and textile fiber blending have increased demand for viscose staple fibers. Additionally, variability in cotton linter supply and increasing environmental concerns about cotton production have resulted in viscose staple producers shifting volume away from cotton linter pulp to wood-based dissolving pulp.
2
Absorbent materials, or fluff fibers, are typically used in consumer products. These fibers provide a medium for fluid acquisition, distribution and retention in the products in which they are incorporated. Pricing for commodity products is typically referenced to published indexes or based on publicly available spot market prices.
Competition
Cellulose Specialties
Significant intellectual property, capital investment and technical expertise are needed to design and manufacture customized cellulose specialties fibers to exacting customer specifications. The product must be formulated to achieve the desired characteristics including parameters for purity, viscosity, brightness, reactivity and other physical properties. Product qualification time can be lengthy, extending six to twenty-four months. Resulting customer relationships are typically long-term, based on an understanding of our customers’ production processes and technical expertise which we utilize to solve customers’ production issues and support new product development. Further, establishing a production line and obtaining the necessary production technologies requires substantial capital and ongoing maintenance expenditures.
Product performance, technical service and price are principal methods of competition in cellulose specialties. Product performance is primarily determined by the purity and uniformity of the cellulose specialties. Our intellectual property, technical expertise and experience provide the basis by which we are able to uniformly produce high-value cellulose specialties. Additionally, we are able to produce high-value, uniform cellulose specialties through our diverse proprietary manufacturing processes.
We compete with both domestic and foreign producers in cellulose specialties. Competitors include GP Cellulose (formerly known as Buckeye Technologies), Borregaard, Bracell, Tembec Sappi, Nippon, Cosmo Specialty Fibers and Aditya Birla Group. Some competitors use both wood and cotton linter fibers, as a source of cellulose fibers.
Commodity Products
The principal method of competition in commodity products is price, as purity and uniformity are less critical differentiators. We compete with both domestic and foreign producers of commodity products.
For commodity viscose, there are many competitors that derive their commodity viscose from either wood or cotton. Although cellulose specialties can generally be sold to meet commodity viscose demand, the reverse is not typically true.
For absorbent materials, major competitors include GP Cellulose, Domtar and International Paper.
Raw Materials and Energy
Our manufacturing processes require significant amounts of wood to produce cellulose specialties and commodity products. We consume approximately 1.6 million short green tons of hardwood chips and 2.5 million short green tons of softwood chips per year.
Our manufacturing processes also require significant amounts of chemicals, including caustic soda (sodium hydroxide), sulfuric acid, ammonia, sodium chlorate and various specialty chemicals. These chemicals are purchased under negotiated supply agreements with third parties.
Currently, the majority of our energy is produced through the burning of lignin and other residual biomass in recovery and power boilers located at our plants. The plants still require fuel oil, natural gas and purchased electricity to supplement their energy requirements.
Raw materials and energy are subject to significant changes in prices and availability. Weather conditions and demand in the wood products and pulp and paper markets can affect the cost of wood. We continually pursue reductions in usage and costs of key raw materials, supplies and services and do not foresee any material constraints in the near term from pricing or availability.
Manufacturing Processes
Our production facilities are located in Jesup, Georgia and Fernandina Beach, Florida.
The Jesup plant can produce cellulose specialties or commodity products using both hardwood and softwood in a pre-hydrolyzed kraft, or high pH, cooking process. The Fernandina Beach plant can produce cellulose specialties or commodity products using softwood in a sulfite, or low pH, cooking process. These different cooking processes are used with various types of wood cellulose and combined with proprietary bleaching sequences and a cold caustic extraction process to manufacture more than 25 different grades of cellulose specialties.
3
The general process of extracting and purifying cellulose from wood at our Jesup and Fernandina plants is as follows:
Wood Chips Logs are purchased, debarked and chipped into uniform dimensions to improve the chips’ reaction to chemicals during the cooking process. Various hardwood and softwood species, as well as different areas of the log, are used to produce the many grades of purified cellulose specialties. To manufacture approximately one metric ton of cellulose specialties, we use approximately six short green tons of wood.
Cooking and Washing The chips are loaded into pressure vessels with various chemicals and heated to separate lignin, the natural component that binds the cellulose fibers together, and other impurities from the cellulose. After the cooking process is complete, the lignin and chemicals are separated from the cellulose in a washing process. The lignin is generally recovered and burned for energy, and the chemicals are recovered and reused in the production process.
Bleaching The cellulose separated in the washing process is bleached with various chemicals to impart the required brightness and increase the purity and uniformity of the cellulose. Some cellulose specialties require processing through a cold caustic extraction (“CCE”) stage, in order to increase the purity and uniformity of the cellulose to our customer specifications. Our CCE process, which is a key element of our intellectual property, generates cellulose specialties purity levels in excess of 98 percent.
Machining, Drying and Packaging Following the bleaching stage, the purified cellulose is dried per customer specifications into large rolls. These large rolls are cut, according to customer requirements, into sheets or smaller rolls then packaged and shipped. Our products are transported in the United States by railroad or trucks, and internationally by ship.
Intellectual Property
We own patents, trademarks and trade secrets, and have developed significant know-how, relating to the production of purified cellulose, which we deem important to our operations. We intend to protect our intellectual property, including, when appropriate, filing patent applications for inventions that are deemed important to our operations. Our U.S. patents generally have a duration of 20 years from the date of filing. We also require key employees to enter into non-compete agreements as appropriate.
Seasonality
Our results are not normally affected by seasonal changes.
Customers
See Note 3 — Segment and Geographical Information for information on our major customers.
Research and Development
The quality and consistency of our cellulose specialties and research and development capabilities create a significant competitive advantage, and is an important factor in our ability to achieve a premium price for our products. Our research and development efforts are primarily directed at further developing products and technologies, improving the quality of cellulose fiber grades, improving manufacturing efficiency and environmental controls and reducing fossil fuel consumption. We have also reinvigorated our research and development activities to develop and market new products and applications.
We spent $4 million, $3 million and $3 million on research and development for the years ended December 31, 2016, 2015 and 2014, respectively
Environmental Matters
Our manufacturing operations are subject to significant federal, state and local environmental regulations. For a more detailed discussion, see Item 1A — Risk Factors, Item 3 — Legal Proceedings, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Environmental Regulation, Note 14 — Liabilities for Disposed Operations and Note 17 — Contingencies.
Employee Relations
We currently employ approximately 1,200 people, nearly all of whom are in the United States. See Note 17 — Contingencies for more information.
Availability of Reports and Other Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities Exchange Act of 1934 are made
4
available to the public free of charge in the Investor Relations section of our website www.rayonieram.com, shortly after we electronically file such material with, or furnish them to, the SEC. Our corporate governance guidelines and charters of all committees of our board of directors are also available on our website.
Item 1A. | Risk Factors |
Our operations are subject to a number of risks, including those listed below. When considering an investment in our securities, you should carefully read and consider these risks, together with all other information in this Report and our other filings and submissions to the SEC. If any of the events described in the following risk factors actually occur, our business, financial condition or operating results, as well as the market price of our securities, could be materially adversely affected.
Business and Operating Risks
The cellulose specialties industry in which we operate is highly competitive, which is expected to result in reduced pricing and volumes.
We face competition from domestic and foreign producers of cellulose specialties, which is our primary source of profitability. Demand weakness combined with increased cellulose specialties production capacity from our competitors drove cellulose specialties sales prices down approximately 13 percent over the last two years and we expect prices to decline an additional three to four percent in 2017. Further, in 2016 sales volumes of cellulose specialties decreased approximately two percent from 2015, and are expected to be relatively flat in 2017 versus 2016.
Continued demand weakness and over-supply may have a material adverse impact on our future cellulose specialties sales prices and volumes resulting in a negative impact on our financial condition and results of operations.
We are dependent on a relatively small number of large cellulose specialties customers for a majority of our sales. The loss of all or a substantial portion of our sales to any of these large customers could have a material adverse effect on us.
We are subject to risks related to customer concentration because of the relative importance of our largest cellulose specialties customers, many of whom we have been doing business with for decades, and the ability of those customers to influence pricing and other contract terms. We depend on major acetate tow manufacturers for a substantial portion of our sales. Our ten largest cellulose specialties customers, which accounted for approximately 75 percent of sales in 2016, are all either well known, global diversified specialty chemical companies or state-owned enterprises. Although we strive to broaden and diversify our customer base, a significant portion of our revenue is derived from a relatively small number of large-volume customers, and the loss of all or a substantial portion of sales to any of these customers, or significant, unfavorable changes to pricing or terms contained in contracts with them, could adversely affect our business, financial condition or results of operations. We are also subject to credit risk associated with this customer concentration. If one or more of our largest cellulose specialties customers were to become bankrupt, insolvent or otherwise were unable to pay for its products, we may incur significant write-offs of accounts that may have a material adverse effect on our business, financial condition and results of operations. See Note 3 — Segment and Geographical Information for information on our major customers.
Anti-tobacco legislation, campaigns to discourage smoking, increases in tobacco taxes, increased costs of tobacco products and increased use of traditional cigarette substitutes could adversely affect our business, financial condition and results of operations.
The majority of our cellulose specialties fibers are used to manufacture acetate tow, which is used to make the filter component of a cigarette. Our sales for this end-use have historically accounted for an important portion of our total sales revenue. Significant increases in cigarette costs and potential actions taken by the United States and other countries to discourage smoking, such as tax increases on tobacco products, policy changes and future legislation, may have a material adverse effect on the demand for tobacco products. For example, actions by the Chinese government to curb corruption and limit smoking in public buildings have had some impact on cigarette consumption. Additionally, increased use of e-cigarettes, electronically heated tobacco products and smokeless tobacco products, by way of example, may affect demand for traditional cigarettes. Reduced sales of tobacco products that use acetate-based filters could adversely affect our business, financial condition and results of operations. We estimate that over the past three years approximately 55 percent of our sales were related to the production of acetate tow subsequently used to produce cigarette filters.
5
Our business is exposed to risks associated with the cyclicality of the business of certain of our customers, which may adversely affect our business and results of operations.
Some of the industries in which our end-use customers participate, such as the construction, automotive and textile industries, are cyclical in nature, thus posing a risk to us which is beyond our control. The industries in which these customers participate are highly competitive, to a large extent driven by end-use applications, and may experience overcapacity or reductions in demand, all of which may affect demand for and pricing of our products. The consequences of this could include the reduction, delay or cancellation of customer orders, and bankruptcy of customers, suppliers or other creditors. Although the occurrence of these events has not had a material impact on our historical financial condition, the occurrence of these events may adversely affect our business, financial condition and results of operation in the future.
Failure to develop new products, or discover new applications for our existing products and cellulose chemistry expertise, could have a negative impact on our business.
We have an active research and development program to develop new products and new applications for our existing products and chemical cellulose expertise. However, there can be no assurance this program will be successful, either from a product development or commercialization perspective, or that any particular invention, product or development, or the program as a whole, will lead to significant revenue or profit generation. Failure to generate meaningful revenue and profit from our research and product development efforts could adversely affect our business, financial condition and results of operations in the future.
Currency fluctuations may have a negative impact on our business.
Our cellulose specialties sales are denominated in U.S. Dollars and, as a result, currency fluctuations can also negatively impact our competitiveness. A weakening of foreign currencies against the U.S. dollar creates an advantage for our competitors whose costs are denominated in local currencies. Favorable exchange rates enable such competitors to convert sales denominated in the U.S. dollar to local currencies and procure locally produced raw materials at lower costs.
Weak local currencies may have a material adverse impact on our future cellulose specialties sales prices and volumes resulting in a negative impact on our financial condition and results of operations.
Changes in global economic conditions, market trends and world events could negatively affect customer demand.
The global reach of our business subjects us to unexpected, uncontrollable and rapidly changing events and circumstances, such as those that may result from the volatile state of the global economic and financial markets, in addition to those experienced in the United States. Countervailing duty and anti-dumping tariffs, or similar types of tariffs, may be imposed on us, which could result in reduced revenues and margins on some of our businesses. For example, after a lengthy investigation, in April of 2014, China’s Ministry of Commerce (“MOFCOM”) issued a final determination assessing a 17.2 percent duty on imports into China of our lower purity commodity viscose, which is primarily utilized to produce viscose staple fiber for use in the manufacture of fabrics. We expect MOFCOM’s final determination to remain in place for five years. MOFCOM’s duty could have an adverse effect on our sales of commodity viscose.
We are subject to risks associated with doing business outside of the United States.
Although our production facilities are located in the United States, a significant portion of our sales are to customer locations outside of the United States, including China, Japan, the European Union and other international markets. The export of our products into international markets results in risks that are inherent in conducting business under international laws, regulations and customs. Sales to customers outside of the United States made up approximately 60 percent of our revenue in 2016. We expect international sales will continue to contribute significantly to our financial condition and future growth. The risks associated with our business outside the United States include:
• | changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which we sell our products; |
• | responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions; |
• | trade protection laws, policies and measures and other regulatory requirements affecting trade and investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and duties and import and export licensing requirements; |
• | product damage or losses incurred during shipping; |
6
• | potentially negative consequences from changes in or interpretations of tax laws; |
• | political instability and actual or anticipated military or political conflicts; |
• | economic instability, inflation, recessions and interest rate and currency exchange rate fluctuations; |
• | uncertainties regarding non-U.S. judicial systems, rules and procedures; and |
• | minimal or limited protection of intellectual property in some countries. |
These risks could adversely affect our business, financial condition and results of operations.
Our business is subject to extensive environmental laws and regulations that may restrict or adversely affect our ability to conduct our business.
Environmental laws and regulations are constantly changing and are generally becoming more restrictive. Laws, regulations and related judicial decisions and administrative interpretations affecting our business are subject to change, and new laws and regulations are frequently enacted. These changes may adversely affect our ability to operate our manufacturing facilities. These laws and regulations may relate to, among other things, air emissions, wastewater discharges, receiving water quality, and remedial standards for contaminated property and groundwater. Over time, the complexity and stringency of these laws and regulations have increased and the enforcement of these laws and regulations has intensified. An example is the 2016 Frank R. Lautenberg Chemical Safety for the 21st Century Act, which amends the Toxic Substances Control Act and, among other things, increases the U.S. Environmental Protection Agency’s (“EPA”) oversight of chemical manufacturing and use. Over the past few years, the EPA has pursued a number of initiatives that, if implemented, could impose additional operational and pollution control obligations on industrial facilities like ours, especially in the area of air emissions and wastewater and storm water control. See Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations - Environmental Regulation for further information. Environmental laws and regulations will likely continue to become more restrictive and over time could adversely affect our business, financial condition and results of operations.
Our plants are subject to stringent environmental laws, regulations and permits that may limit operations and production. Many of our operations are subject to stringent environmental laws, regulations and permits that contain conditions governing how we operate our facilities including how much and, in some cases, what types of products we can produce. These laws, regulations and permits, now and in the future, may restrict our current production, limit our ability to increase production and impose significant costs on our operations with respect to environmental compliance. It is expected that, overall, costs will likely increase over time as environmental laws, regulations and permit conditions become more stringent, and as the expectations of the communities in which we operate become more demanding.
Environmental groups and interested individuals may seek to delay or prevent a variety of operations. We expect environmental groups and interested individuals will intervene with increasing frequency in the regulatory processes in the states where we operate plants. Delays or restrictions due to the intervention of environmental groups or interested individuals could adversely affect our operating results. In addition to intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. For example, in March 2014, litigation was commenced in federal court by the Altamaha Riverkeeper alleging violations of federal and state environmental laws relating to permitted wastewater discharges from our Jesup plant (although it was dismissed by the court on summary judgment in 2015), and in January of 2016 the same group brought an action in the Georgia Office of Administrative Hearings against the Georgia Environmental Protection Division of the Natural Resources (“EPD”) in opposition to the issuance by EPD of a renewed wastewater treatment permit for our Jesup plant. See Item 3 — Legal Proceedings for a description of the pending legal proceedings with the Altamaha Riverkeeper.
We currently own or may acquire properties that require environmental remediation or otherwise are subject to environmental and other liabilities. We currently own or formerly operated manufacturing facilities that we do not currently own, and may acquire additional facilities in the future, which are subject to environmental liabilities, such as remediation of soil, sediment and groundwater contamination and other liabilities. The cost of investigation and remediation of contaminated properties could increase operating costs and adversely affect financial results. Although we believe we currently have adequate liabilities recorded, legal requirements relating to assessment and remediation of contaminated properties continue to become more stringent and there can be no assurance actual expenditures will not exceed current liabilities and forecasts, or that other presently unknown liabilities will not be discovered in the future. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Environmental Regulation and Note 14 — Liabilities for Disposed Operations. We have incurred and expect to continue to incur significant capital, operating and other expenditures to comply with applicable environmental laws and regulations relating to our obligation to assess and remediate contaminated properties. We could also incur substantial costs, such as those relating to enforcement actions (including orders limiting our operations or requiring corrective measures, installation of pollution
7
control equipment or other remedial actions), remediation and closure costs, as well as third-party claims for property damage and personal injury as a result of violations of, or liabilities arising out of, environmental laws and regulations.
The impacts of climate-related initiatives, at the international, federal and state levels, remain uncertain at this time.
There are numerous international, federal and state-level initiatives and proposals to address domestic and global climate issues. Within the United States, most of these proposals would regulate and/or tax, in one fashion or another, the production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound emissions to the atmosphere, and provide tax and other incentives to produce and use more “clean energy.”
Beginning in 2009, EPA began regulating greenhouse gases under the Clean Air Act. Current rules affecting our operations include requirements to monitor and report greenhouse gas emissions from our plant operations and to consider greenhouse gases when permitting new or modified facilities. However, a 2014 decision of the U.S. Supreme Court, Utility Air Regulatory Group v. U.S. Environmental Protection Agency, limited the ability of the government to regulate greenhouse gases during new and modified source permitting, which reduced somewhat the scope and breadth of EPA’s 2009 actions.
In 2015, EPA issued its final Clean Power Plan rule to regulate greenhouse gas emissions from electric power plants. The regulation is not directed at industry generally, but has very broad requirements that could affect fuel and energy prices for industrial energy consumers. Further, the rule directs states to customize their regulations, which could lead to different results in different states and create additional uncertainty. The rule has been legally challenged by a number of states, industry groups and environmental organizations. On February 10, 2016, the U.S. Supreme Court granted a stay of its implementation while the rule is reviewed by lower courts. It is not certain what impact this rule, if not invalidated by the courts, will have on our operations.
In December of 2015, the United States signed the Paris Agreement on climate change (the “Paris Agreement”), which was entered into under the auspices of the 1992 U.N. Framework Convention on Climate Change (the “UN Framework”), a treaty signed by the U.S. and ratified by the U.S. Senate. The Paris Agreement includes national targets for greenhouse gas emissions reductions and other provisions designed to reduce greenhouse gas emissions worldwide and provide financial incentives to developing nations to discourage greenhouse gas emissions. As of December 31, 2016, 197 countries have signed the Paris Agreement and 125 have ratified it. It is currently unclear how the current U.S. president and his administration will address the Paris Agreement.
Overall, it is reasonably likely legislative and regulatory activity in this area will in some way affect us, but it is unclear at this time when this may occur, and whether such impact will be, in the aggregate, positive, negative, neutral or material. For example, while our plants produce greenhouse gases and utilize fossil fuels, they also generate a meaningful amount of their energy from wood fiber (often referred to as “biomass”), which may be viewed more favorably than fossil fuels in future legislative and regulatory proposals, but that is uncertain at this time. However, to date, many environmental groups have generally opposed the use of biomass for energy production due to their concerns about deforestation. We continue to monitor political and regulatory developments in this area, but their overall impact on us, from a cost, benefit and financial performance standpoint over the long term, remains uncertain at this time.
Challenges in the commercial and credit environments may materially adversely affect our future access to capital.
Our ability to issue debt or equity or enter into other financing arrangements on acceptable terms could be materially adversely affected if there is a material decline in the demand for our products or in the solvency of our major customers or suppliers, or if other significantly unfavorable changes in economic conditions occur. Volatility in the world financial markets could increase borrowing or other costs of capital or affect our ability to gain access to the capital markets, which could have a material adverse effect on our competitive position, business, financial condition, results of operations and cash flows.
We may need to make significant additional cash contributions to our retirement benefit plans if investment returns on pension assets are lower than expected or interest rates decline, and/or due to changes to regulatory, accounting and actuarial requirements.
We have a qualified non-contributory defined benefit pension plan, which covers many of our salaried and hourly employees. The Federal Pension Protection Act of 2006 requires certain capitalization levels be maintained in each of these benefit plans. Because it is unknown what the investment return on pension assets will be in future years or what interest rates may be at any point in time, no assurances can be given that applicable law will not require us to make future material plan contributions. In addition, it is possible new or additional accounting rules and changes to actuarial requirements (for example, if life expectancy assumptions for participants are increased) may also result in the need for additional contributions to the plans. Any such contributions could adversely affect our financial condition. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Use of Estimates for additional information about these plans, including funding status.
8
We depend on third parties for transportation services and increases in costs and the availability of transportation could adversely affect our business.
Our business depends on transportation services provided by third parties, both domestically and internationally. We rely on these providers for transportation of the products we manufacture as well as delivery of raw materials to our manufacturing facilities. A significant portion of the products we manufacture and raw materials we use are transported in the United States by railroad or trucks, and internationally by ship.
If any of our transportation providers were to fail to deliver the goods we manufacture in a timely manner, or damaged them during transport, we may be unable to sell those products at full value, or at all. Similarly, if any of these providers were to fail to deliver raw materials to us in a timely manner, we may be unable to timely manufacture our products in response to customer demand. Finally, if any of the ports we commonly use for international shipping, or the port system generally, were to suffer work stoppages, slowdowns or strikes, we could be adversely impacted.
Any significant failure of third-party transportation providers to deliver raw materials or finished products could harm our reputation, negatively affect our customer relationships and adversely affect our business. In addition, increases in transportation rates or fuel costs could adversely affect our financial condition and results of operations.
Changes in raw material and manufacturing input prices could affect our results of operations and financial condition.
Because pricing for the majority of our cellulose specialties fibers customers is set annually or otherwise by contract, we typically have very limited ability to pass along fluctuations in costs to customers after pricing has been established. Raw material costs and energy, such as wood, chemicals, oil and natural gas are a significant operating expense. The cost of raw materials and energy can be volatile and are susceptible to rapid and substantial increases due to factors beyond our control, such as changing economic conditions, political unrest, instability in energy-producing nations, and supply and demand considerations. For example, caustic soda, a key manufacturing input, has historically had significant price volatility. Similarly, the price of oil and natural gas (including its pipeline transportation cost) is subject to fluctuations based on market and other factors. These and other similar circumstances could adversely affect our business, financial condition and results of operations.
Weather and other natural conditions may increase the prices of and reduce access to raw materials.
We use large quantities of wood as a raw material in our fiber manufacturing process. Weather conditions, timber growth cycles and restrictions on access to timberlands for harvesting (for example, due to prolonged wet conditions) may limit the availability and increase the price of wood (and, in particular, hardwood species), as may other factors, including damage by fire, insect infestation, disease, prolonged drought and natural disasters such as wind storms and hurricanes.
Raw materials are available from a number of suppliers and we have not historically experienced material supply interruptions or substantial sustained price increases; however, during times of limited supply caused by weather and other natural conditions, we may not be able to purchase sufficient quantities of these raw materials to meet our production requirements at prices acceptable to us. An insufficient supply of wood could materially adversely affect our business, financial condition, results of operations and cash flows.
A material disruption at one of our manufacturing facilities could prevent us from meeting customer demand, reduce our sales or adversely affect our business, financial condition and results of operation.
Any of our manufacturing facilities, or a part of any particular facility, could cease operations unexpectedly due to a number of events, including:
• | unscheduled maintenance outages; |
• | prolonged power failures; |
• | equipment failure; |
• | a chemical spill or release; |
• | explosion of a boiler or other pressure vessel; |
• | fires, floods, windstorms, earthquakes, hurricanes or other catastrophes; |
• | terrorism or threats of terrorism; and |
• | other operational problems. |
9
Furthermore, depending on the nature, extent and length of any operational interruption due to any such event, the results could adversely affect our business, financial condition and results of operations.
Our failure to maintain satisfactory labor relations could have a material adverse effect on our business.
As of December 31, 2016, approximately 65 percent of our work force is unionized. As a result, we are required to negotiate the wages, benefits and other terms with these employees collectively. Our financial results could be adversely affected if labor negotiations were to restrict the efficiency of our operations. In addition, our inability to negotiate acceptable contracts with any of these unions as existing agreements expire could result in strikes or work stoppages by the affected workers. Our collective bargaining agreements at our Jesup, Georgia plant expire on June 30, 2017 and negotiations relating to new agreements have commenced. If our unionized employees were to engage in a strike or other work stoppage, we could experience a significant disruption of our operations, which could adversely affect our business, financial condition and results of operations.
We are dependent upon attracting and retaining key personnel, the loss of whom could adversely affect our business.
We believe our success depends, to a significant extent, upon our ability to attract and retain key senior management and operations management personnel. Our failure to recruit and retain these key personnel could adversely affect our business, financial condition or results of operations.
Failure to protect our intellectual property could negatively affect our future performance and growth.
We rely primarily on confidentiality and non-disclosure agreements, covenants not to compete (where warranted), established internal policies and practices and various physical security and cyber security measures, among other actions, to protect our trade secrets and other intellectual property. Failure to protect this intellectual property could negatively affect our future performance and growth.
The risk of loss of the Company’s intellectual property, including trade secrets or other sensitive business information, disruption of its manufacturing operations, in each case due to cyber attacks or cyber security breaches, could adversely impact the Company.
Cyber attacks or cyber security breaches could compromise the Company’s intellectual property, including confidential business information, cause a disruption to the Company’s operations or harm the Company’s reputation. For example, our Jesup facility purchases some of its electricity from the grid and, therefore, any cyber attack on the electricity transmission system could adversely impact Jesup’s operations. While the Company has implemented an appropriate cyber security program, there can be no assurance a cyber attack would not be successful, or that such a cyber security breach will not occur. Such an event could have an adverse impact on the Company’s results of operations and financial condition.
Our business exposes us to potential product liability claims, which could adversely affect our financial condition and performance.
The development, manufacture and sale of our products by us, including products manufactured for use by the food, cigarette, automotive and pharmaceutical industries, involves a risk of exposure to product liability claims, and related adverse publicity. A product liability claim or judgment against us could also result in substantial and unexpected expenditures, affect confidence in our products, and divert management’s attention from other responsibilities. Although we maintain product liability insurance, there can be no assurance this type or the level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A partially or completely uninsured judgment against us could have a material adverse effect on our results of operations or financial condition. Although we have standard contracting policies and controls, we may not always be able to contractually limit our exposure to third-party claims should our failure to perform result in downstream supply disruptions or product recalls.
We have debt obligations that could adversely affect our business and our ability to meet our obligations.
As of December 31, 2016, our total combined indebtedness was $783 million.
This significant amount of debt could have important consequences to us and our investors, including:
• | requiring a substantial portion of our cash flows from operations to make interest payments on this debt; |
• | making it more difficult to satisfy debt service and other obligations; |
• | increasing the risk of a future credit ratings downgrade of our debt, which could increase future debt costs and limit the future availability of debt financing; |
10
• | increasing our vulnerability to general adverse economic and industry conditions; |
• | reducing the cash flows available to fund capital expenditures and other corporate purposes and to grow our business; |
• | limiting our flexibility in planning for, or reacting to, changes in our business and the industry; |
• | placing us at a competitive disadvantage to our competitors that may not be as highly leveraged with debt; and |
• | limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase common stock. |
To the extent we incur additional indebtedness, the risks described above could increase. In addition, our actual cash requirements in the future may be greater than expected. Our cash flows from operations may not be sufficient to repay all of the outstanding debt as it becomes due, and we may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to refinance our debt.
Our operations require substantial capital.
We require substantial capital for ongoing maintenance, repair and replacement of existing facilities and equipment. Although we maintain our production equipment with regular scheduled maintenance, key pieces of equipment may need to be repaired or replaced periodically. The costs of repairing or replacing such equipment and the associated downtime of the affected production line could adversely affect our financial condition and results of operations. In addition, new or existing environmental regulations at times require additional capital expenditures for compliance.
We believe our capital resources are currently adequate to meet our current projected operating needs, capital expenditures and other cash requirements. However, if for any reason we are unable to provide for our operating needs, capital expenditures and other cash requirements on reasonable economic terms, we could experience an adverse effect on our business, financial condition and results of operations.
We may need additional financing in the future to meet our capital needs or to make acquisitions, and such financing may not be available on favorable terms, if at all, and may be dilutive to existing stockholders.
We may need to seek additional financing for general corporate purposes. For example, we may need to increase our investment in research and development activities, make strategic investments in our facilities or require funding to invest in joint ventures or make acquisitions. We may be unable to obtain desired additional financing on terms favorable to us, if at all. For example, during periods of volatile credit markets, there is a risk that lenders, even those with strong balance sheets and sound lending practices, could fail or refuse to honor their credit commitments and obligations, including but not limited to extending credit up to the maximum permitted by a credit facility and otherwise accessing capital and/or honoring loan commitments. If our lenders are unable to fund borrowings under their loan commitments or we are unable to borrow, it could be difficult to replace such loan commitments on similar terms or at all. If adequate funds are not available on acceptable terms, we may be unable to fund growth opportunities, successfully develop or enhance products or respond to competitive pressures, any of which could negatively affect our business. If we raise additional funds through the issuance of equity securities, our stockholders will experience dilution of their ownership interest. If we raise additional funds by issuing debt, it may be subject to limitations on our operations and ability to pay dividends due to restrictive covenants in addition to those that are expected to be in place pursuant to our existing indebtedness.
The inability to make or effectively integrate future acquisitions may affect our results.
As part of our growth strategy, we may pursue additional acquisitions of complementary businesses and product lines, and invest in joint ventures. The ability to grow through acquisitions or other investments depends upon our ability to identify, negotiate, complete and integrate suitable acquisitions or joint venture arrangements. If we fail to successfully integrate acquisitions into our existing business, our business, financial condition and results of operations could be adversely affected.
We may not achieve the benefits anticipated from our announced transformation plan.
We are two years into a four year plan to significantly reduce costs and increase cash flows. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview for more information. Failure to achieve the anticipated benefits within the remaining two years could adversely affect our financial condition and results of operations.
11
Risks Related to the Company’s Common Stock
Your percentage of ownership in the Company may be diluted in the future.
In the future, your percentage ownership in the Company may be diluted because of equity issuances for acquisitions, capital market transactions or other corporate purposes, including equity awards we will grant to our directors, officers and employees. Our employees have options to purchase shares of our common stock and we anticipate our compensation committee will grant additional stock options or other stock-based awards to our employees. Such awards will have a dilutive effect on our earnings per share, which could adversely affect the market price of our common stock. From time to time, we will issue additional options or other stock-based awards to our employees under our employee benefits plans.
In addition, our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our common stock. For example, we could grant the holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the common stock. In particular, note that, on August 10, 2016, the Company issued 1,725,000 shares of Mandatory Convertible Preferred Stock, Series A (the “Preferred Stock”), as more fully described in that certain Registration Statement on Form S-3 (File No. 333-209747) and Prospectus filed with the SEC on February 26, 2016, as amended by that certain Prospectus Supplement dated August 4, 2016 (the “Prospectus Supplement”). As a result of this offering, unless earlier converted, the Preferred Stock will automatically convert to common stock of the Company on a mandatory conversion date expected to be August 15, 2019, at a conversion rate described in the Prospectus Supplement. See Note 10 — Stockholders Equity for more information on the Preferred Stock.
Our common stock ranks junior to the Preferred Stock with respect to dividends and amounts payable in the event of our liquidation.
Our common stock ranks junior to our Preferred Stock with respect to the payment of dividends and amounts payable in the event of our liquidation, dissolution or winding-up. This means, unless full cumulative dividends have been paid or set aside for payment on all outstanding Preferred Stock for all past dividend periods and the then current dividend period, subject to certain exceptions, no dividends may be declared or paid on our common stock. Likewise, in the event of our voluntary or involuntary liquidation, dissolution or winding-up, no distribution of our assets may be made to holders of our common stock until we have paid to Preferred Stock holders a liquidation preference equal to $100.00 per share plus accrued and unpaid dividends.
Certain provisions of the Preferred Stock could prevent or delay an acquisition of the Company, which could decrease the price of our common stock.
Certain terms of our Preferred Stock could make it more difficult or more expensive for a third party to acquire the Company. For example, as more fully described in the Prospectus Supplement, if a fundamental change (including, certain consolidation or merger involving us) were to occur on or prior to August 15, 2019, holders of our Preferred Stock may have the right to convert their Preferred Stock, in whole or in part, at a fundamental change conversion rate and be entitled to receive a fundamental change dividend make-whole amount equal to the present value of all remaining dividend payments on their Preferred Stock, plus accumulated and unpaid dividends, if any. These features of the Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring the Company.
Certain provisions in our amended and restated certificate of incorporation and bylaws, and of Delaware law, could prevent or delay an acquisition of the Company, which could decrease the trading price of our common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws contain, and Delaware law contain, provisions intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:
• | the inability of our stockholders to call a special meeting; |
• | rules regarding how stockholders may present proposals or nominate directors for election at stockholder meetings; |
• | the right of our board to issue preferred stock without stockholder approval; |
12
• | the division of our board of directors into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult; |
• | a provision that stockholders may only remove directors with cause; |
• | the ability of our directors, and not stockholders, to fill vacancies on our board of directors; and |
• | the requirement that the affirmative vote of stockholders holding at least 80 percent of our voting stock is required to amend certain provisions in our amended and restated certificate of incorporation and our amended and restated bylaws relating to the number, term and election of our directors, the filling of board vacancies, the calling of special meetings of stockholders and director and officer indemnification provisions. |
In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (“DGCL”), this provision could also delay or prevent a change of control you may favor. Section 203 provides, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15 percent of the outstanding voting stock of a Delaware corporation shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which that person or its affiliates becomes the holder of more than 15 percent of the corporation’s outstanding voting stock.
We believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make the Company immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some stockholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of the Company and our stockholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.
Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could discourage lawsuits against the Company and our directors and officers.
Our amended and restated certificate of incorporation provides that unless the board of directors otherwise determines, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any derivative action or proceeding brought on behalf of the Company, any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Company to the Company or its stockholders, creditors or other constituents, any action asserting a claim against the Company or any director or officer of the Company arising pursuant to any provision of the DGCL, or our amended and restated certificate of incorporation or bylaws, or any action asserting a claim against the Company or any director or officer of the Company governed by the internal affairs doctrine. However, if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, the action may be brought in another court sitting in the State of Delaware. This exclusive forum provision may limit the ability of our stockholders to bring a claim in a judicial forum that such stockholders find favorable for disputes with the Company or its directors or officers, which may discourage such lawsuits against the Company and its directors and officers. Alternatively, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
Risks Related to the Separation
The Company’s historical financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.
The historical information about the Company in this Annual Report on Form 10-K, for periods prior to the Separation, refers to the Company’s business as operated by and integrated with Rayonier. The Company’s historical pre-Separation financial information is derived from the consolidated financial statements and accounting records of Rayonier. Accordingly, the pre-Separation financial information included in this Annual Report on Form 10-K does not necessarily reflect the financial condition, results of operations or cash flows the Company would have achieved as a separate, publicly traded company during the periods presented or those the Company will achieve in the future primarily as a result of the factors described below:
• | Prior to the Separation, the Company’s business was operated by Rayonier as a segment of its broader corporate organization, rather than as an independent company. Rayonier or one of its affiliates performed various corporate functions for the Company, such as accounting, information technology and finance. The Company’s pre-Separation historical financial results reflect allocations of corporate expenses from Rayonier for such functions and are likely |
13
to be less than the expenses the Company would have incurred had it operated as a separate publicly traded company. The Company will need to make significant investments to replicate or outsource from other providers certain facilities, systems, infrastructure and personnel to which the Company no longer has access as a result of its separation from Rayonier. These initiatives to develop the Company’s independent ability to operate without access to Rayonier’s existing operational and administrative infrastructure will be costly to implement. The Company may not be able to operate its business efficiently or at comparable costs, and its profitability may decline;
• | Prior to the Separation, the Company was able to use Rayonier’s size and purchasing power in procuring various goods and services and shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. As a separate, independent company, the Company may be unable to obtain goods and services at the prices and terms obtained prior to the Separation, which could decrease the Company’s overall profitability; and |
• | The cost of capital for the Company’s business may be higher than Rayonier’s cost of capital prior to the Separation. |
Potential indemnification liabilities to Rayonier pursuant to the separation agreement could materially adversely affect the Company.
The separation agreement with Rayonier provides for, among other things, the principal corporate transactions required to effect the separation, certain conditions to the separation and provisions governing the relationship between the Company and Rayonier with respect to and resulting from the Separation. Among other things, the separation agreement provides for indemnification obligations designed to make the Company financially responsible for substantially all liabilities that may exist relating to its business activities, whether incurred prior to or after the Company's separation from Rayonier, as well as those obligations of Rayonier assumed by the Company pursuant to the separation agreement. If the Company is required to indemnify Rayonier under the circumstances set forth in the separation agreement, the Company may be subject to substantial liabilities.
The Company may not achieve some or all of the expected benefits of the Separation, and the Separation may adversely affect the Company’s business.
The Company may not be able to achieve the full strategic and financial benefits expected to result from the Separation, or such benefits may be delayed or not occur at all. The Separation and distribution is expected to provide the following benefits, among others: (i) a distinct investment identity allowing investors to evaluate the merits, performance and future prospects of the Company separately from Rayonier; (ii) more efficient allocation of capital for the Company; and (iii) direct access by the Company to the capital markets.
The Company may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (a) the Company may be more susceptible to market fluctuations and other adverse events than if it were still a part of Rayonier; (b) the Company’s business is less diversified than Rayonier’s business prior to the Separation; and (c) the other actions required to separate Rayonier’s and the Company’s respective businesses could have diverted management's attention from planning to grow and operate the Company’s business or created disruptions of the Company’s operations that could, in each case, impact the Company’s performance in the future. If the Company fails to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, the business, financial conditions and results of operations of the Company could be adversely affected.
There could be significant liability if the distribution of common stock that occurred as a result of the Separation is determined to be a taxable transaction.
Our former parent, Rayonier, received a private letter ruling from the Internal Revenue Service (“IRS”) to the effect that, among other things, the Separation and the distribution will qualify as a transaction that is tax-free for U.S. federal income tax purposes under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code, and it is a condition to the distribution that this private letter ruling shall not be revoked or modified in any material respect. In addition, Rayonier received an opinion from outside tax counsel to the effect that, with respect to certain requirements for tax-free treatment under Section 355 of the Code on which the IRS will not rule, such requirements will be satisfied. The ruling and the opinion rely on certain facts, assumptions, representations and undertakings from Rayonier and the Company regarding the past and future conduct of the companies’ respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, Rayonier and its shareholders may not be able to rely on the ruling or the opinion of tax counsel and could be subject to significant tax liabilities.
Notwithstanding a private letter ruling from the IRS and opinion of tax counsel, the IRS could determine on audit the Separation is taxable if it determines any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion that are not covered by the private letter ruling, or for other reasons, including as a result of certain significant changes in the share ownership of Rayonier or the Company after the separation. If the Separation
14
is determined to be taxable for U.S. federal income tax purposes, Rayonier and its shareholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities and the Company could incur significant liabilities. In connection with the Separation, Rayonier and the Company entered into a tax matters agreement, which describes the sharing of any such liabilities between Rayonier and the Company.
Item 1B. | Unresolved Staff Comments |
On June 21, 2016, we received a letter from the staff of the U.S. Securities and Exchange Commission (“SEC”) in which it requested we voluntarily provide to it documents and correspondence with environmental regulators concerning certain former operations. See Item 3 — Legal Proceedings for more information on this matter.
Item 2. | Properties |
The following table details the significant properties we owned or leased at December 31, 2016:
Capacity | Owned/Leased | ||||
Cellulose Specialties Facilities | Jesup, Georgia | 330,000 metric tons of cellulose specialties or commodity products 245,000 metric tons of commodity products | Owned | ||
Fernandina Beach, Florida | 155,000 metric tons of cellulose specialties or commodity products | Owned | |||
Jesup, Georgia | Research Facility | Owned | |||
Wood Chipping Facilities | Offerman, Georgia | 880,000 short green tons of wood chips | Owned | ||
Collins, Georgia | 780,000 short green tons of wood chips | Owned | |||
Eastman, Georgia | 350,000 short green tons of wood chips | Owned | |||
Barnesville, Georgia | 350,000 short green tons of wood chips | Owned | |||
Quitman, Georgia | 200,000 short green tons of wood chips | Owned | |||
Corporate and Other | Jacksonville, Florida | Corporate Headquarters | Leased | ||
Our manufacturing facilities are maintained through ongoing capital investments, regular maintenance and equipment upgrades. During 2016, our chemical cellulose fibers manufacturing facilities produced at or near capacity levels for most of the year.
Item 3. | Legal Proceedings |
The Company is engaged in various legal and regulatory actions and proceedings, and has been named as a defendant in various lawsuits and claims arising in the ordinary course of its business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, the Company has in certain cases retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance and general liability. Unless specifically noted, any possible range of loss associated with the legal proceedings described below is not reasonably estimable at this time. While there can be no assurance, the ultimate outcome of these actions, either individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows, except as may be noted below.
15
Jesup Plant Permit
On January 27, 2016, the Altamaha Riverkeeper (“ARK”) filed a Petition for Hearing in the Office of Administrative Hearings for the State of Georgia, captioned Altamaha Riverkeeper, Inc. v. Environmental Protection Division (“EPD”), Georgia Department of Natural Resources, in which ARK appealed the issuance by EPD to the Company of a new permit for the treatment and discharge of waste water from the Jesup mill, which was to go into effect March 1, 2016. In the petition, ARK claims, among other things, that the issuance of the permit by EPD would violate Georgia’s narrative water quality standard, a rule promulgated by the Georgia Natural Resources Board pursuant to certain provisions of the Clean Water Act and the Georgia Water Quality Control Act. The petition seeks to have the permit invalidated and modified as demanded by ARK. On February 16, 2016, the Company moved to legally intervene, as a party-in-interest, in this matter (because EPD, as the permit issuer, is the named defendant) and its petition was granted by the administrative law judge (“ALJ”). The trial was held in June of 2016, and on September 30, 2016 the ALJ issued her decision. While the ALJ rejected many of ARK’s claims, she held there existed a reasonable potential for the Company’s treated effluent discharged to the Altamaha River to cause a violation of Georgia’s narrative water quality standard, but only under low (rather than “normal”) river flow conditions. As such, the ALJ reversed the issuance of the new permit by EPD and remanded the matter back to EPD for consideration and issuance of a permit that comports with this ruling. The Company strongly disagrees with the decision and has appealed it, as has EPD. The appeal is being heard in the Superior Court of Wayne County, Georgia and we expect a ruling on our appeal in the first half of 2017. Until final resolution of this litigation, the Jesup plant will continue to operate under its existing waste water permit.
SEC Inquiry
On June 21, 2016, the Company received a letter from the staff of the U.S. Securities and Exchange Commission (“SEC”) in which it requested the Company voluntarily provide to it documents and correspondence with environmental regulators concerning certain former operations of the Company. These documents were requested following the Company’s response to comments from SEC staff regarding certain environmental reserves taken by the Company in the fourth quarter of 2014 and the disclosures made by the Company in connection therewith. The Company is cooperating with the SEC in its request. No enforcement action has been brought by the SEC to date and it is unknown whether any such action will be brought in the future. The Company believes its reserves and disclosures were appropriate and in compliance with applicable accounting rules and law.
Item 4. | Mine Safety Disclosures |
Not applicable.
16
Part II
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities |
Market Prices of our Common Stock; Dividends
The table below reflects, for the quarters indicated, the dividends declared per share of common stock and the range of market prices of our common stock as reported in the consolidated transaction reporting system of the New York Stock Exchange, the only exchange on which our stock is listed, under the trading symbol RYAM.
High (a) | Low (a) | Dividends | |||||||||
2016 | |||||||||||
Fourth Quarter | $ | 16.07 | $ | 11.93 | $ | 0.07 | |||||
Third Quarter | 15.83 | 10.72 | 0.07 | ||||||||
Second Quarter | 14.40 | 9.34 | 0.07 | ||||||||
First Quarter | 9.84 | 6.00 | 0.07 | ||||||||
2015 | |||||||||||
Fourth Quarter | 11.91 | 6.12 | 0.07 | ||||||||
Third Quarter | 16.26 | 6.01 | 0.07 | ||||||||
Second Quarter | 19.35 | 14.90 | 0.07 | ||||||||
First Quarter | 23.77 | 14.88 | 0.07 | ||||||||
a) High and low market prices are based on daily close values.
On February 24, 2017, our board of directors declared a first quarter cash dividend of seven cents per share of common stock. The common stock dividend is payable March 31, 2017, to stockholders of record on March 17, 2017. There were approximately 43,260,052 shares of stock outstanding and 5,135 record holders, respectively, on February 16, 2017. On January 17, 2017 our board of directors declared a cash dividend of $2.00 per share of our Preferred Stock. The dividend was paid on February 15, 2017 to holders of record of our Preferred Stock as of February 1, 2017.
The declaration and payment of future dividends on our common stock will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements, and other factors our board of directors deems relevant. Certain of our debt facilities may also restrict the declaration and payment of dividends, depending upon our then current compliance with certain covenants. In addition, the terms of our Preferred Stock provide that, unless full cumulative dividends have been paid or set aside for payment on all outstanding Preferred Stock for all prior dividend periods, no dividends may be declared or paid on our common stock. Dividends on our Preferred Stock are payable on a cumulative basis if and when they are declared by our board of directors. If declared, dividends will be paid at an annual rate of 8.00% of the liquidation preference of $100 per share. Dividend payment dates are February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2016 and ending on August 15, 2019. Dividends may be paid in cash or, subject to certain limitations, in shares of common stock or any combination of cash and shares of common stock. See Note 10 — Stockholders' Equity (Deficit) for more information about our Preferred Stock.
17
Issuer Purchases of Equity Securities
The following table provides information regarding our purchases of Rayonier Advanced Materials common stock during the quarter ended December 31, 2016:
Period | Total Number of Shares Purchased (a) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs | ||||||||
September 24 to October 29 | — | $ | — | — | — | |||||||
October 30 to November 26 | — | — | — | — | ||||||||
November 27 to December 31 | 104 | 13.88 | — | — | ||||||||
Total | 104 | — | ||||||||||
(a) | Repurchased to satisfy the minimum tax withholding requirements related to the vesting of restricted stock under the Rayonier Advanced Materials Incentive Stock Plan. |
Securities Authorized for Issuance under Equity Compensation Plans
See Part III, Item 12 of this report for information relating to our equity compensation plans.
18
Stock Performance Graph
The following graph compares the performance of Rayonier Advanced Material’s common stock (assuming reinvestment of dividends) with a broad-based market index, Standard & Poor’s (“S&P”) Small Cap 600, and an industry-specific index, the S&P 500 Materials Index. The initial date on the graph, June 27, 2014, reflects the date the Company separated from its former parent Rayonier.
The table and related information shall not be deemed to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into such filing.
The data in the following table was used to create the above graph:
6/27/2014 | 12/31/2014 | 12/31/2015 | 12/31/2016 | ||||
Rayonier Advanced Materials | $100 | $61 | $27 | $44 | |||
S&P Small Cap 600 | $100 | $103 | $101 | $128 | |||
S&P 500 Materials Index | $100 | $99 | $91 | $106 | |||
19
Item 6. | Selected Financial Data |
The following financial data should be read in conjunction with our Consolidated Financial Statements. Prior to 2014, the following selected financial data consists of Rayonier’s performance fibers business for the years presented. For 2014, the balance sheet represents the financial position of the Company as of December 31, 2014 and the statement of income and statement of cash flows are presented as if the performance fibers business had been combined with the Company for the year ended December 31, 2014.
(millions of dollars except per share amounts) | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||
Statement of Income Data: | |||||||||||||||||||
Net Sales | $ | 869 | $ | 941 | $ | 958 | $ | 1,047 | $ | 1,095 | |||||||||
Gross margin | 182 | 202 | 224 | 333 | 380 | ||||||||||||||
Operating income | 138 | 120 | 63 | 289 | 342 | ||||||||||||||
Net income | 73 | 55 | 32 | 220 | 242 | ||||||||||||||
Diluted earnings per share of common stock (a) | 1.55 | 1.30 | 0.75 | 5.21 | 5.74 | ||||||||||||||
Dividends declared per share of common stock | 0.28 | 0.28 | 0.14 | — | — | ||||||||||||||
Balance Sheet Data: | |||||||||||||||||||
Total assets (b) | $ | 1,422 | $ | 1,279 | $ | 1,293 | $ | 1,120 | $ | 921 | |||||||||
Property, plant and equipment, net | 801 | 804 | 843 | 846 | 681 | ||||||||||||||
Total debt (b) | 783 | 858 | 934 | — | — | ||||||||||||||
Stockholders’ equity (deficit) | 212 | (17 | ) | (62 | ) | 968 | 725 | ||||||||||||
Statement of Cash Flows Data: | |||||||||||||||||||
Cash provided by operating activities | $ | 232 | $ | 202 | $ | 188 | $ | 258 | $ | 305 | |||||||||
Cash used for investing activities | (87 | ) | (78 | ) | (90 | ) | (251 | ) | (305 | ) | |||||||||
Cash provided by (used in) financing activities | 80 | (89 | ) | (31 | ) | (7 | ) | — | |||||||||||
Capital expenditures | (89 | ) | (78 | ) | (75 | ) | (96 | ) | (105 | ) | |||||||||
Non GAAP Measures: | |||||||||||||||||||
EBITDA (c) | $ | 235 | $ | 209 | $ | 149 | $ | 363 | $ | 402 | |||||||||
Pro Forma EBITDA (c) | $ | 226 | $ | 238 | $ | 267 | $ | 369 | $ | 402 | |||||||||
Adjusted Free Cash Flows (c) | $ | 147 | $ | 124 | $ | 113 | $ | 143 | $ | 188 | |||||||||
(a) | In conjunction with the Separation, 42,176,565 shares of our common stock were distributed to Rayonier shareholders on June 27, 2014. For comparative purposes, this amount has been assumed to be outstanding as of the beginning of each period prior to the Separation in the calculation of Basic Earnings Per Share. For the year ended December 31, 2016, basic and diluted earnings per share include the impact of dividends on the Company’s Preferred Stock. See Note 10 — Stockholders' Equity (Deficit) for additional information. |
(b) | For comparability purposes, prior year balances have been restated in connection with the adoption of the Financial Accounting Standards Board’s Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. See Note 1 — Basis of Presentation and New Accounting Pronouncements for more information. |
(c) | EBITDA, pro forma EBITDA and adjusted free cash flows are non-GAAP measures. See “Note about Non-GAAP Financial Measures” on page one for limitations associated with non-GAAP measures. Also see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Performance and Liquidity Indicators for definitions of these non-GAAP measures as well as a reconciliation of EBITDA, pro forma EBITDA and adjusted free cash flows to their most directly comparable GAAP financial measure. |
20
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations |
Overview
General
We are the leading global producer of cellulose specialties, a natural polymer, used as a raw material to manufacture a broad range of consumer-oriented products such as cigarette filters, liquid crystal displays, impact-resistant plastics, thickeners for food products, pharmaceuticals, cosmetics, high-tenacity rayon yarn for tires and industrial hoses, food casings, paints and lacquers. The manufacture and sale of cellulose specialties products are the primary driver of the Company’s profitability. Pricing for our cellulose specialties products is typically set annually in the fourth quarter for the following year based on discussions with customers and the terms of contractual arrangements.
We also produce commodity products, primarily commodity viscose and absorbent materials. Commodity viscose is a raw material for the manufacture of viscose staple fibers which are used in woven applications such as textiles for clothing and other fabrics, and in non-woven applications such as baby wipes, cosmetic and personal wipes, industrial wipes and mattress ticking. Absorbent materials, typically referred to as fluff fibers, are used as an absorbent medium in products such as disposable baby diapers, feminine hygiene products, incontinence pads, convalescent bed pads, industrial towels and wipes and non-woven fabrics. Pricing for commodity products is typically referenced to published indexes or based on publicly available spot market prices.
Our production facilities in Jesup, Georgia and Fernandina Beach, Florida, have a combined annual cellulose specialties production capacity of approximately 485,000 metric tons of cellulose specialties. Additionally, we have dedicated approximately 245,000 metric tons to commodity products.
Our products are sold throughout the world to companies for use in various industrial applications and to produce a wide variety of products. Approximately 60 percent of our sales are to export customers, primarily in Asia and Europe. Our top ten customers represent approximately 75 percent of our sales.
Cost of sales includes the cost of wood, chemicals, energy, depreciation, manufacturing overhead and transportation used to manufacture and deliver our products. Significant components and percentages of per metric ton cost are as follows:
• | Wood costs represent approximately 28 percent of the per metric ton cost of sales. We consume approximately 1.6 million short green tons of hardwood chips and 2.5 million short green tons of softwood chips per year. Weather conditions and demand in the wood products and pulp and paper markets can affect the cost of wood. |
• | Chemical costs represent approximately 13 percent of the per metric ton cost of sales. Chemicals, including caustic soda (sodium hydroxide), sulfuric acid, sodium chlorate and various specialty chemicals are purchased under negotiated supply agreements with third parties. |
• | Energy costs represent approximately 5 percent of the per metric ton costs of sales. The great majority of our energy is produced through the burning of lignin and other residual biomass in recovery and power boilers located at our plants. The plants also require fuel oil, natural gas and electricity to supplement their energy requirements. |
Wood, chemicals and energy are subject to significant changes in price and availability. We continually pursue reductions in usage and costs of key raw materials, supplies and services and do not foresee any material constraints in the near term from pricing or availability. We currently have limited ability to pass cost increases on to our customers.
Rayonier Advanced Materials Four Pillars of Strategic Growth
In 2016, we launched a four-pronged approach aimed at transforming our business and growing EBITDA to drive long-term success for our stockholders. Our plan centers on strategic focus on the following four pillars:
• | Cost Transformation achieved through sustainable cost improvements and fostering a culture of continuous improvement; |
• | New Products through which we are committed to expanding our business by developing value-added products derived from co-products, advanced materials from renewables, cellulose processing technology and next generation cellulose fibers. We have made significant progress in developing and applying proprietary technologies to new products in many of the end-market segments we serve, many of which have been introduced to customers and are currently in lab and manufacturing trials. We have also introduced products based on newly developed technology which has led to new commercial sales; |
21
• | Market Optimization which focuses on maximizing our existing products and market mix by considering our customers’ needs, our manufacturing capabilities and transportation efficiency opportunities to drive higher value for our customers and our Company. We are committed to working with new and existing customers to find ways to grow value together; and |
• | Acquisitions focused in areas that leverage our core competencies in markets and technologies that are attractive and complementary to our existing business. We expect these investments to broaden our capability set and expose us to a broader array of growth opportunities. In doing so, we hope to create greater diversity and growth potential in our revenue and earnings streams. |
LignoTech Florida
In December 2016, we announced the settlement of all conditions precedent related to the our venture with Borregaard ASA (“Borregaard”) to manufacture, market and sell natural lignin-based products from our Fernandina Beach, Florida facility. We received final approvals from our boards of directors and secured the necessary permits to begin construction of the new lignin facility at our Fernandina Beach plant. The venture, LignoTech Florida (LTF), will serve the growing global demand for natural lignin-based products.
Lignin, a natural component of wood, is a co-product of our sulphite cellulose specialties manufacturing process and is currently used for energy at our Fernandina plant. LTF will process the lignin into higher-value products that provide environmentally-friendly alternatives to fossil fuel based products used globally in construction, agriculture and other industrial applications. LTF will allow us to lower our overall cost position at our Fernandina Beach plant while providing an opportunity to generate revenue in new and attractive growth markets.
We will own 45 percent and Borregaard will own 55 percent. Borregaard will provide its market leading technical knowledge and global sales distribution network, while we will supply raw materials, site services and other support.
The LTF plant is expected to be completed in two phases over five years and require an aggregate capital investment of approximately $135 million to yield an annual capacity of 150,000 metric tons. In addition to contributions from the LTF partners, we expect to fund a portion of the total investment through financing at the project level. Construction for the project began in December 2016. LTF operations are slated to begin mid-2018.
Preferred Stock Offering
On August 4, 2016, we completed a registered public offering of 1,725,000 shares of 8.00% Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”), at a public offering price of $100.00 per share. Net proceeds from the offering were approximately $167 million. We intend to use the funds generated from our Preferred Stock equity issuance to grow and diversify our business through our four pillars of strategic growth. See Note 10 — Stockholders' Equity (Deficit) for more information on our Preferred Stock.
Outlook
Cellulose specialties markets are mixed as demand for acetate products remains suppressed. Ethers and other cellulose specialties markets are improving, providing opportunities for volume growth. Overall, cellulose specialties markets continue to be impacted by foreign competitors benefiting from weak global currencies relative to the U. S. dollar. Given these market conditions, we have expanded our presence in non-acetate products, although at lower prices than acetate. We expect 2017 cellulose specialties prices to decline three to four percent reflecting a shift in our cellulose specialties mix as well as previously disclosed lower acetate prices. Cellulose specialties sales volumes are expected to be relatively flat compared to 2016. We expect $25 to $30 million of cost improvements to partially offset declines in revenue, resulting in forecasted net income of $41 to $48 million and EBITDA of $190 to $200 million. Cash flows from operations and adjusted free cash flows are expected to be $140 to $150 million and $80 to $90 million. We anticipate capital expenditures of approximately $60 million, including our investment in the LignoTech Florida project.
Reconciliation of Non-GAAP measures
For a reconciliation of EBITDA to net income, see Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Performance and Liquidity Indicators.
EBITDA guidance for 2017 of $190 to $200 million represents expected 2017 net income of $41 to $48 million excluding estimated income tax expense, interest expense, net, and depreciation and amortization of $27 to $30 million, $37 million and $85 million, respectively.
22
Adjusted Free Cash Flows Guidance for 2017 of $80 to $90 million represents expected 2017 operating cash flows of $140 to $150 million excluding capital expenditures of $60 million.
Critical Accounting Policies and Use of Estimates
The preparation of financial statements requires us to make estimates, assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent assets and liabilities in our Consolidated Financial Statements. We base these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information management believes are reasonable. Actual results may differ from these estimates.
Principles of Consolidation
Prior to the Separation, our results of operations, financial position and cash flows consisted of Rayonier’s performance fibers business. Our financial statements are presented as if the performance fibers business had been combined with the Company for all periods presented. All intercompany transactions are eliminated.
The statements of income for periods prior to the Separation include allocations of certain costs from Rayonier related to the operations of the performance fibers business. The statements of income also include expense allocations for certain corporate functions historically performed by Rayonier and not allocated to its operating segments. Management believes the methodologies employed for the allocation of costs were reasonable in relation to the historical reporting of Rayonier, but may not necessarily be indicative of costs had the Company operated on a stand-alone basis during the periods prior to the Separation, nor what the costs may be in the future.
Revenue Recognition
Rayonier Advanced Materials generally recognizes sales when the following criteria are met: (i) persuasive evidence of an agreement exists, (ii) delivery has occurred, (iii) the price to the buyer is fixed and determinable and (iv) collectibility is reasonably assured. Generally, title passes upon delivery to the agreed upon location. Based on the time required to reach each location, customer orders are generally received in one period with the corresponding revenue recognized in a subsequent period. As such, there could be substantial variation in orders received and revenue recognized from period to period. Payments from customers made in advance of the recognition of revenue are included in accrued customer incentives and prepayments.
Property, Plant & Equipment
Depreciation expense is computed using the units-of-production method for our plant and equipment and the straight-line method on all other property, plant and equipment over the useful economic lives of the assets involved. The total units of production used to calculate depreciation expense is determined by factoring annual production days, based on normal production conditions, by the economic useful life of the asset involved. On average, the units-of-production and straight-line methodologies accounted for approximately 94 percent and 6 percent of depreciation expense, respectively. The physical life of equipment, however, may be shortened by economic obsolescence caused by environmental regulation, competition or other causes. We depreciate our non-production assets, including office, lab and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively. Management believes these depreciation methods are the most appropriate, versus other generally accepted accounting methods, as they most closely match revenues with expenses.
Gains and losses on the retirement of assets are included in operating income. Long-lived assets are reviewed annually for impairment or whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. Property, plant and equipment are grouped for purposes of evaluating recoverability at the combined plant level, the lowest level for which independent cash flows are identifiable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying value exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Environmental liabilities associated with disposed operations
At December 31, 2016, we had $153 million of accrued liabilities for environmental costs relating to disposed operations. Numerous cost assumptions are used in estimating these obligations. Factors affecting these estimates include changes in the nature or extent of contamination, changes in the content or volume of the material discharged or treated in connection with one or more impacted sites, requirements to perform additional or different assessment or remediation, changes in technology that may lead to additional or different environmental remediation strategies, approaches and work-plans, discovery of additional or
23
unanticipated contaminated soil, groundwater or sediment on or off-site, changes in remedy selection, changes in law or interpretation of existing law and the outcome of negotiations with governmental agencies or non-governmental parties. We periodically review our environmental liabilities and also engage third-party consultants to assess our ongoing remediation of contaminated sites. Quarterly, we review our environmental liabilities related to assessment activities and remediation costs and adjust them as necessary. Liabilities for financial assurance, monitoring and maintenance activities and other activities are assessed annually. A significant change in any of these estimates could have a material effect on the results of our operations. See Note 14 — Liabilities for Disposed Operations for additional information.
Determining the adequacy of pension and other postretirement benefit assets and liabilities
Certain employees participate in the Company’s defined benefit pension and postretirement health and life insurance plan. The defined benefit pension plan is closed to new participants. Numerous estimates and assumptions are required to determine the proper amount of pension and postretirement liabilities and annual expense to record in our financial statements. The key assumptions include discount rate, return on assets, salary increases, health care cost trends, mortality rates, longevity and service lives of employees. Although authoritative guidance on how to select most of these assumptions exists, we exercise some degree of judgment when selecting these assumptions based on input from our actuary. Different assumptions, as well as actual versus expected results, would change the periodic benefit cost and funded status of the benefit plans recognized in the financial statements.
Our long-term return assumption was established based on historical long-term rates of return on broad equity and bond indices, discussions with our actuary and investment advisors and consideration of the actual annualized rate of return from 1994 (the date of Rayonier’s spin-off from ITT Corporation) through 2016. At the end of 2016, we reviewed this assumption for reasonableness and determined the 2016 long-term rate of return assumption should be 8.50 percent. Beginning in 2017, we will reduce the expected long-term rate of return on plan assets to 7.75 percent. In 2017, we will also change the method we use to determine the service and interest cost components of net periodic benefit cost. Historically, we have determined the cost using a single weighted-average discount rate derived from the yield curve. Under the new method, known as the spot rate approach, individual spot rates along the yield curve that correspond with the timing of each benefit payment will be used. We believe this change will provide a more precise measurement of service and interest costs by improving the correlation between projected cash outflows and corresponding spot rates on the yield curve. This change does not affect the measurement of plan obligations but generally results in lower pension expense in periods where the yield curve is upward sloping. We will account for this change prospectively as a change in accounting estimate.
In determining future pension obligations, we select a discount rate based on information supplied by our actuary. The actuarial rates are developed by models which incorporate high-quality (AA rated), long-term corporate bond rates into their calculations. The discount rate decreased from 4.03% at December 31, 2015 to 3.88% at December 31, 2016.
Our pension plans were underfunded by $139 million at December 31, 2016. The funded status is essentially flat as compared to 2015 as actual investment performance and higher voluntary contributions to the pension plan in the current year were offset by a decrease in the discount rate. We did not have any mandatory pension contributions in 2016, 2015 or 2014. In July of 2016, we made a $10 million voluntary contribution to the pension plan. No discretionary contributions to our qualified pension plan were made in 2015 or 2014. Future contribution requirements will vary depending on actual investment performance, changes in valuation assumptions, interest rates and requirements under the Pension Protection Act. No contributions are expected to be made in 2017.
In 2017, we expect pension expense to be approximately the same as 2016. Future pension expense will be impacted by many factors including actual investment performance, changes in discount rates, timing of contributions and other employee related matters. See Note 16 — Employee Benefit Plans for additional information.
The sensitivity of pension expense and projected benefit obligation related to our two qualified pension plans to changes in economic assumptions is highlighted below:
Impact on: | |||
Change in Assumption (millions) | Annual Pension Expense | Projected Benefit Obligation | |
50 bp decrease in discount rate | + 2.1 | + 27.3 | |
50 bp increase in discount rate | - 1.9 | - 24.6 | |
50 bp decrease in long-term return on assets | + 1.4 | ||
50 bp increase in long-term return on assets | - 1.4 | ||
24
Realizability of both recorded and unrecorded tax assets and tax liabilities
We have recorded certain deferred tax assets we believe will be realized in future periods. The realization of tax assets is based on our historical profitability and unlimited carryforward periods on a majority of our deferred tax assets. These assets are reviewed periodically in order to assess their realizability. This review requires management to make assumptions and estimates about future profitability affecting the realization of these tax assets. If the review indicates the realizability may be less than likely, a valuation allowance is recorded.
Our income tax returns are subject to examination by U.S. federal and state taxing authorities. In evaluating the tax benefits associated with various tax filing positions, we record a tax benefit for an uncertain tax position if it is more-likely-than-not to be realized upon ultimate settlement of the issue. We record a liability for an uncertain tax position that does not meet this criterion. The liabilities for unrecognized tax benefits are adjusted in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information become available. See Note 13 — Income Taxes for additional information.
New Accounting Standards
See Note 1 — Basis of Presentation and New Accounting Pronouncements for a discussion of recently issued accounting pronouncements that may affect our financial results and disclosures in future periods.
Summary of our results of operations for the three years ended December 31:
Financial Information (in millions) | 2016 | 2015 | 2014 | ||||||||
Net Sales | |||||||||||
Cellulose specialties | $ | 695 | $ | 767 | $ | 844 | |||||
Commodity products and other | 174 | 174 | 114 | ||||||||
Total Net Sales | 869 | 941 | 958 | ||||||||
Cost of Sales | (687 | ) | (739 | ) | (734 | ) | |||||
Gross Margin | 182 | 202 | 224 | ||||||||
Selling, general and administrative expenses | (38 | ) | (48 | ) | (40 | ) | |||||
Other operating expense, net | (6 | ) | (34 | ) | (121 | ) | |||||
Operating Income | 138 | 120 | 63 | ||||||||
Interest expense, net | (35 | ) | (37 | ) | (22 | ) | |||||
Gain on debt extinguishment | 9 | — | — | ||||||||
Income Before Income Taxes | 112 | 83 | 41 | ||||||||
Income Tax Expense | (39 | ) | (28 | ) | (9 | ) | |||||
Net Income | $ | 73 | $ | 55 | $ | 32 | |||||
Other Data | |||||||||||
Average Sales Prices ($ per metric ton) | |||||||||||
Cellulose specialties | $ | 1,525 | $ | 1,641 | $ | 1,762 | |||||
Commodity products | 668 | 671 | 692 | ||||||||
Sales Volumes (thousands of metric tons) | |||||||||||
Cellulose specialties | 456 | 467 | 479 | ||||||||
Commodity products | 249 | 247 | 148 | ||||||||
Gross Margin % | 20.9 | % | 21.5 | % | 23.4 | % | |||||
Operating Margin % | 15.9 | % | 12.8 | % | 6.6 | % | |||||
Effective Tax Rate % | 34.9 | % | 33.3 | % | 21.8 | % | |||||
25
Results of Operations, Year Ended December 31, 2016 versus December 31, 2015
2015 | Changes Attributable to: | 2016 | |||||||||||||
Sales (in millions) | Price | Volume/Mix | |||||||||||||
Cellulose specialties | $ | 767 | $ | (53 | ) | $ | (19 | ) | $ | 695 | |||||
Commodity products and other | 174 | (1 | ) | 1 | 174 | ||||||||||
Total sales | $ | 941 | $ | (54 | ) | $ | (18 | ) | $ | 869 | |||||
Total net sales were $72 million lower, or approximately 8 percent, in 2016, primarily due to a 7 percent decline in cellulose specialties prices which reflects the anticipated declines from the prior year. Additionally, cellulose specialties sales volumes decreased approximately 11 thousand tons, or 2 percent as a result of weak market conditions. This decrease was slightly less than expected due to the timing of revenue recognition in the fourth quarter of 2016.
Operating Income (in millions) | Gross Margin Changes Attributable to (a): | ||||||||||||||||||||||
2015 | Price | Volume/ Sales Mix | Cost | SG&A and other | 2016 | ||||||||||||||||||
Operating Income | $ | 120 | $ | (54 | ) | $ | (14 | ) | $ | 46 | $ | 40 | $ | 138 | |||||||||
Operating Margin % | 12.8 | % | (5.3 | )% | (1.5 | )% | 5.3 | % | 4.6 | % | 15.9 | % | |||||||||||
(a) | Computed based on contribution margin. |
In 2016, operating income and margin percentage increased $18 million and 3.1 percentage points versus prior year. Lower cellulose specialties prices and sales volumes were partially offset by lower costs driven by the Company’s cost improvements. Selling, general and administrative (“SG&A”) and other expenses decreased $40 million primarily as a result of the Jesup asset impairment recognized in the second quarter of 2015. Additionally, lower professional fees, stock compensation expense and pension expense in 2016 compared to 2015 contributed to the decrease in SG&A and other.
We incurred $35 million of interest expense in 2016 compared with $37 million of interest expense in 2015. The decrease in interest expense reflects the repurchase of Senior Notes in the first quarter of 2016, partially offset by higher LIBOR rates on floating rate debt. See Note 6 — Debt for additional information.
Our effective tax rate for 2016 was 34.9 percent, compared with 33.3 percent for 2015. The increase from the prior year period reflects the impact of the domestic manufacturing tax deduction being limited in the current year. The Company anticipates it will have no taxable income for 2016 as a result of higher tax depreciation and a tax accounting method change related to the deductibility of certain repair expenditures. As the manufacturing deduction is limited by taxable income, there is no benefit recognized in the current year. See Note 13 — Income Taxes for additional information.
Results of Operations, Year Ended December 31, 2015 versus December 31, 2014
2014 | Changes Attributable to: | 2015 | |||||||||||||
Sales (in millions) | Price | Volume/Mix | |||||||||||||
Cellulose specialties | $ | 844 | $ | (57 | ) | $ | (20 | ) | $ | 767 | |||||
Commodity products and other | 114 | (5 | ) | 65 | 174 | ||||||||||
Total sales | $ | 958 | $ | (62 | ) | $ | 45 | $ | 941 | ||||||
Total net sales were $17 million lower, or approximately 2 percent, in 2015, primarily due to lower cellulose specialties prices. Additionally, cellulose specialties volumes declined approximately 12 thousand tons, or 2 percent, as we worked with our customers during the fourth quarter to assist them in balancing their inventories to address lower demand as a result of acetate supply chain de-stocking. Partially offsetting the decline were higher commodity sales volumes, driven by improved operational run rates and reduced inventory levels.
26
Operating Income (in millions) | Gross Margin Changes Attributable to (a): | ||||||||||||||||||||||
2014 | Price | Volume/ Sales Mix | Cost | SG&A and other | 2015 | ||||||||||||||||||
Operating Income | $ | 63 | $ | (62 | ) | $ | 13 | $ | 28 | $ | 78 | $ | 120 | ||||||||||
Operating Margin % | 6.6 | % | (6.5 | )% | 1.4 | % | 3.0 | % | 8.3 | % | 12.8 | % | |||||||||||
(a) | Computed based on contribution margin. |
For 2015, operating income and margin percentage increased $57 million and 6.2 percentage points versus prior year. Lower cellulose specialties prices and volumes were partially offset by higher commodity products sales volumes and lower costs as a result of the Company’s cost improvement initiatives and lower raw material and other input prices. Selling, general and administrative (“SG&A”) and other expenses decreased $78 million as the $28 million impairment charge related to the Jesup plant repositioning was more than offset by lower environmental liability adjustments of $81 million, lower impairment charges for disposed operations of $7 million and lower one-time separation and legal costs of $26 million. SG&A and other expenses for 2015 were also negatively impacted by increased costs of being an independent public company. See Note 12 — Other Operating Expense, Net for additional information about the 2014 environmental liability adjustments and impairment charges.
We incurred $37 million of interest expense in 2015 compared with $22 million of interest expense in 2014. The increase in interest expense reflects a full year of outstanding debt in 2015 as compared to six months in the prior year. See Note 6 — Debt for additional information.
Our effective tax rate for 2015 was 33.3 percent, compared with 21.8 percent for 2014. The prior year period reflects a higher relative benefit from the domestic manufacturing deduction as a result of large, one-time environmental liability adjustments, which are not currently deductible for tax purposes and therefore lowered pre-tax income without reducing the domestic manufacturing deduction benefit in that period.
The 2015 effective tax rate was below the federal rate of 35 percent, primarily due to the benefit of the domestic manufacturing tax deduction and state tax credits, partially offset by an adjustment to the state deferred tax rate. See Note 13 — Income Taxes for additional information.
Liquidity and Capital Resources
Cash flows from operations have historically been our primary source of liquidity and capital resources. We believe our cash flows and availability under our revolving credit facility, as well as our ability to access the capital markets, if necessary or desirable, will be adequate to fund our operations and anticipated long-term funding requirements, including capital expenditures, dividend payments, defined benefit plan contributions and repayment of debt maturities.
The debt agreements contain various customary covenants. At December 31, 2016, we were in compliance with all covenants. Our debt’s non-guarantors had no assets, revenues, covenant EBITDA or liabilities. See Note 6 — Debt for additional information.
27
A summary of liquidity and capital resources is shown below (in millions of dollars):
As of December 31, | |||||||||||
2016 | 2015 | 2014 | |||||||||
Cash and cash equivalents (a) | $ | 326 | $ | 101 | $ | 66 | |||||
Availability under the Revolving Credit Facility (b) | 229 | 236 | 222 | ||||||||
Total debt (c) | 783 | 858 | 934 | ||||||||
Stockholders’ (deficit) equity | 212 | (17 | ) | (62 | ) | ||||||
Total capitalization (total debt plus equity) | 995 | 841 | 872 | ||||||||
Debt to capital ratio | 79 | % | 102 | % | 107 | % | |||||
(a) | Cash and cash equivalents consisted of cash, money market deposits and time deposits with original maturities of 90 days or less. |
(b) | Availability under the revolving credit facility is reduced by standby letters of credit of approximately $21 million, $14 million and $28 million at December 31, 2016, 2015 and 2014, respectively. See Note 18 — Guarantees for additional information. |
(c) | See Note 6 — Debt for additional information. |
Cash Flows (in millions of dollars)
The following table summarizes our cash flows from operating, investing and financing activities for each of the three years ended December 31:
Cash Provided by (Used for): | 2016 | 2015 | 2014 | ||||||||
Operating activities | $ | 232 | $ | 202 | $ | 188 | |||||
Investing activities | (87 | ) | (77 | ) | (90 | ) | |||||
Financing activities | 80 | (89 | ) | (31 | ) | ||||||
Cash Provided by Operating Activities
Cash provided by operating activities in 2016 increased $30 million as lower cellulose specialties sales prices and volumes were offset by the impact of our Cost Transformation and improvements in working capital driven primarily by lower receivables and inventory balances. Current year working capital improvements were partially offset by a $10 million dollar voluntary contribution to the Company’s pension plan.
Cash provided by operating activities in 2015 increased $14 million due to higher commodity sales volumes, the impact of our cost savings initiatives and decreases in working capital driven primarily by lower inventory balances. Inventory balances as of December 31, 2014 were higher than normal as a result of good production results in the fourth quarter. These higher balances were reduced during 2015.
Cash Used for Investing Activities
Cash used for investing activities in 2016 increased $10 million primarily due to the timing of capital asset purchases. Cash used for investing activities in 2015 decreased $13 million primarily due to the purchase of timber deeds in 2014.
Cash Provided by (Used for) Financing Activities
Cash provided by financing activities in 2016 increased $169 million primarily due to the issuance of the Preferred Stock partially offset by Preferred Stock dividend payments and higher debt repayments in 2016 including the Company’s first quarter 2016 repurchase of senior notes.
Cash used for financing activities in 2015 increased $58 million due to the higher repayments of debt, net of the issuance of debt, debt issuance costs and net payments to Rayonier and higher dividend payments. See Note 1 — Basis of Presentation and New Accounting Pronouncements, Note 6 — Debt and Note 10 — Stockholders' Equity (Deficit) for additional information.
28
Performance and Liquidity Indicators
The discussion below is presented to enhance the reader’s understanding of our operating performance, liquidity, ability to generate cash and satisfy rating agency and creditor requirements. This information includes the following measures of financial results: EBITDA, pro forma EBITDA and adjusted free cash flows. These measures are not defined by U.S. Generally Accepted Accounting Principles (“GAAP”) and the discussion of EBITDA and adjusted free cash flows is not intended to conflict with or change any of the GAAP disclosures described above. Management considers these measures, in addition to operating income, to be important to estimate the enterprise and stockholder values of the Company, and for making strategic and operating decisions. In addition, analysts, investors and creditors use these measures when analyzing our operating performance, financial condition and cash generating ability. Management uses EBITDA and pro forma EBITDA as performance measures and adjusted free cash flows as a liquidity measure. See “Note about Non-GAAP Financial Measures” on page one for limitations associated with non-GAAP measures.
EBITDA is defined by SEC rule as earnings before interest, taxes, depreciation and amortization. Pro forma EBITDA is defined by the Company as EBITDA before non-cash impairment, one-time separation and legal costs, insurance recovery, environmental liability adjustments and gain on debt extinguishment. EBITDA and pro forma EBITDA are not necessarily indicative of results that may be generated in future periods.
Below is a reconciliation of Net Income to EBITDA and pro forma EBITDA for the five years ended December 31 (in millions of dollars):
Net Income to EBITDA Reconciliation | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||
Net Income | $ | 73 | $ | 55 | $ | 32 | $ | 220 | $ | 242 | |||||||||
Depreciation and amortization | 88 | 89 | 86 | 74 | 61 | ||||||||||||||
Interest expense, net | 35 | 37 | 22 | — | (1 | ) | |||||||||||||
Income tax expense | 39 | 28 | 9 | 69 | 100 | ||||||||||||||
EBITDA | 235 | 209 | 149 | 363 | 402 | ||||||||||||||
Non-cash impairment charge | — | 28 | — | — | — | ||||||||||||||
One-time separation and legal costs | — | 2 | 26 | 6 | — | ||||||||||||||
Insurance recovery | — | (1 | ) | (3 | ) | — | — | ||||||||||||
Environmental reserve adjustments | — | — | 95 | — | — | ||||||||||||||
Gain on debt extinguishment | (9 | ) | — | — | — | — | |||||||||||||
Pro Forma EBITDA | 226 | 238 | 267 | 369 | 402 | ||||||||||||||
EBITDA for 2016 increased compared to the corresponding 2015 period as lower cellulose specialty sales prices and volumes were more than offset by lower non-cash charges and lower production and SG&A costs driven by the Cost Transformation.
Pro forma EBITDA for the current year decreased from 2015 due to lower cellulose specialties sales prices and volumes partially offset by cost improvements from the Company’s Cost Transformation.
Adjusted free cash flows is defined as cash provided by operating activities adjusted for capital expenditures excluding strategic capital expenditures and subsequent tax benefits to exchange the Alternative Fuel Mixture Credit (“AFMC”) for the Cellulosic Biofuel Producer Credit (“CBPC”). Adjusted free cash flows, as defined by the Company, is a non-GAAP measure of cash generated during a period which is available for dividend distribution, debt reduction, strategic capital expenditures and acquisitions and repurchase of the Company’s common stock. Adjusted free cash flows is not necessarily indicative of the adjusted free cash flows that may be generated in future periods.
29
Below is a reconciliation of cash flows from operations to adjusted free cash flows for the five years ended December 31 (in millions of dollars):
Cash Flows from Operations to Adjusted Free Cash Flows Reconciliation | 2016 | 2015 | 2014 | 2013 | 2012 | ||||||||||||||
Cash flows from operations | $ | 232 | $ | 202 | $ | 188 | $ | 258 | $ | 305 | |||||||||
Capital expenditures (a) | (85 | ) | (78 | ) | (75 | ) | (96 | ) | (105 | ) | |||||||||
Tax benefit due to exchange of AFMC for CBPC | — | — | — | (19 | ) | (12 | ) | ||||||||||||
Adjusted Free Cash Flows | $ | 147 | $ | 124 | $ | 113 | $ | 143 | $ | 188 | |||||||||
(a) | Capital expenditures exclude strategic capital expenditures which are deemed discretionary by management. Strategic capital for the year ended December 31, 2016 was $4 million for LignoTech Florida. There was no strategic capital for the year ended December 31, 2015. Strategic capital totaled $13 million for the purchase of timber deeds and $2 million for the purchase of land for the year ended December 31, 2014. Strategic capital totaled $141 million and $201 million for the Cellulose Specialties Expansion project for the years ended December 31, 2013 and 2012, respectively. |
Adjusted free cash flows increased over the prior year as lower cellulose specialties sales prices and volumes were offset by the impact of our Cost Transformation and improvements in working capital driven primarily by lower receivables and inventory balances.
Off Balance Sheet Arrangements
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of their default on critical obligations, collateral for certain self-insurance programs we maintain and guarantees for the completion of our remediation of environmental liabilities. These arrangements consist of standby letters of credit and surety bonds. As part of our ongoing operations, we also periodically issue guarantees to third parties. Off-balance sheet arrangements are not considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable financial impacts. See Note 18 — Guarantees for further discussion.
Contractual Financial Obligations
See Note 18 — Guarantees for details on the letters of credit and surety bonds as of December 31, 2016.
The following table aggregates our contractual financial obligations as of December 31, 2016 and anticipated cash spending by period:
Contractual Financial Obligations (in millions) | Total | Payments Due by Period | |||||||||||||||||
2017 | 2018-2019 | 2020-2021 | Thereafter | ||||||||||||||||
Long-term debt, including current maturities | $ | 788 | $ | 10 | $ | 29 | $ | 243 | $ | 506 | |||||||||
Interest payments on long-term debt and capital lease obligations (a) | 238 | 35 | 70 | 65 | 68 | ||||||||||||||
Purchase obligations (b) | 100 | 25 | 15 | 10 | 50 | ||||||||||||||
Purchase orders (c) | 1 | 1 | — | — | — | ||||||||||||||
Postretirement obligations | 15 | 1 | 3 | 3 | 8 | ||||||||||||||
Capital lease obligations | 4 | — | 1 | 1 | 2 | ||||||||||||||
Operating leases — PP&E, offices (d) | 5 | 2 | 2 | 1 | — | ||||||||||||||
Total contractual cash obligations | $ | 1,151 | $ | 74 | $ | 120 | $ | 323 | $ | 634 | |||||||||
(a) | Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of December 31, 2016. See Note 6 — Debt for additional information. |
30
(b) | Purchase obligations primarily consist of payments expected to be made on natural gas, steam energy and wood chips purchase contracts. |
(c) | Purchase orders represent non-cancellable purchase agreements entered into in the normal course of business with various suppliers that specify a fixed or minimum quantity that we must purchase. |
(d) | Operating leases primarily consist of the office lease for our corporate headquarters and machinery and equipment. |
Environmental Regulation
We are subject to stringent environmental laws and regulations concerning air emissions, wastewater discharges, waste handling and disposal, and assessment and remediation of environmental contamination, which impact both our current ongoing operations and 17 former operating facilities or third party-owned sites classified as disposed operations. These include the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 and similar state laws and regulations, as well as requirements relating to ancillary matters such as financial assurance of the Company’s legal obligations for facility closure and post-closure care. Management closely monitors our environmental responsibilities and believes we are in compliance with current material requirements. In addition to ongoing compliance with laws and regulations, our facilities operate in accordance with various permits, which are issued by state and federal environmental agencies. Many of these permits impose operating conditions on us which require significant expenditures to ensure compliance. Upon renewal and renegotiation of these permits, the issuing agencies often seek to impose new or additional conditions in response to new environmental laws and regulations, or more stringent interpretations of existing laws and regulations. In addition, under many federal environmental laws, private citizens and organizations, such as environmental advocacy groups, have the right to legally challenge permitting and other decisions made by regulatory agencies.
Our operations are subject to constantly changing environmental requirements, and interpretations of existing requirements, which are often impacted by new policy initiatives, new and amended legislation and regulation, negotiations involving state and federal governmental agencies and various other stakeholders, as well as, at times, litigation. For additional information, see Item 1A - Risk Factors for a discussion of the potential impact of environmental risks on our business, and Item 3 - Legal Proceedings, for a discussion of any environmental-related litigation.
Ongoing Operations
During 2016, 2015 and 2014, we spent the following for capital projects related to environmental compliance for ongoing operations:
(in millions) | 2016 | 2015 | 2014 | ||||||||
Boiler MACT (a) | $ | 10 | $ | 18 | $ | 17 | |||||
Jesup plant consent order (b) | — | — | 1 | ||||||||
Other (c) | — | — | 2 | ||||||||
Total | $ | 10 | $ | 18 | $ | 20 | |||||
(a) | Represents spending required as a result of a regulation originally promulgated in 2012 (and later re-promulgated after litigation), which imposes more stringent emissions limits on certain air pollutants from industrial boilers. This project was completed in 2016. |
(b) | Represents spending related to a 2008 Jesup plant consent order, as later amended, in which we agreed to implement certain capital improvements relating to the plant’s wastewater treatment. |
(c) | Includes spending for improvements to our manufacturing process and pollution control systems to comply with the requirements of new or renewed air emission and waste water discharge permits, and other required improvements for our plants. |
The Company’s future spending requirements in the area of environmental compliance could change significantly based on the passage of new environmental laws and regulations.
31
Disposed Operations
For information and details relating to our disposed operations and estimated liabilities relating thereto, see Item 1A — Risk Factors and Note 14 — Liabilities for Disposed Operations.
Item 7A. | Quantitative and Qualitative Disclosures about Market Risk |
Market and Other Economic Risks
We are exposed to various market risks, primarily changes in interest rates and commodity prices. Our objective is to minimize the economic impact of these market risks. We may use derivatives in accordance with policies and procedures approved by the Audit Committee of our Board of Directors. Any such derivatives would be managed by a senior executive committee whose responsibilities include initiating, managing and monitoring resulting exposures. We do not enter into financial instruments for trading or speculative purposes. At December 31, 2016, we had no derivatives outstanding.
Cyclical pricing of commodity market paper pulp is one of the factors which influences prices in the absorbent materials and commodity viscose product lines. Our cellulose specialties product prices are impacted by market supply and demand, raw material and processing costs, changes in global currencies and other factors. They are not correlated to commodity paper pulp prices. In addition, a majority of our cellulose specialties products are under long-term volume contracts that expire between 2017 and 2019. The pricing provisions of these contracts are typically set in the fourth quarter in the year prior to the shipment.
As of December 31, 2016, we had $271 million of long-term variable rate debt which is subject to interest rate risk. At this borrowing level, a hypothetical one-percentage point increase/decrease in interest rates would result in a corresponding increase/decrease of approximately $3 million in interest payments and expense over a 12 month period. Our primary interest rate exposure on variable rate debt results from changes in LIBOR.
The fair market value of our long-term fixed interest rate debt is also subject to interest rate risk. However, we intend to hold most of our debt until maturity. The estimated fair value of our fixed-rate debt at December 31, 2016 was $475 million compared to the $506 million principal amount. We use quoted market prices to estimate the fair value of our fixed-rate debt. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage point increase/decrease in prevailing interest rates at December 31, 2016 would result in a corresponding decrease/increase in the fair value of our fixed-rate debt of approximately $28 million.
We may periodically enter into commodity forward contracts to fix some of our fuel oil and natural gas costs. Such forward contracts partially mitigate the risk of a change in margins resulting from an increase or decrease in these energy costs. At December 31, 2016, we had no fuel oil or natural gas forward contracts outstanding.
Item 8. | Financial Statements and Supplementary Data |
See Index to Financial Statements on page ii.
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
As previously disclosed in the Company's Current Report on Form 8-K filed on March 14, 2016, our Audit Committee approved the engagement of Grant Thornton LLP as our independent registered public accounting firm effective March 12, 2016. There were no disagreements or reportable events related to the change in accountants requiring disclosure under Item 304(b) of Regulation S-K.
32
Item 9A. | Controls and Procedures |
Disclosure Controls and Procedures
Rayonier Advanced Materials management is responsible for establishing and maintaining adequate disclosure controls and procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed in reports filed under the Exchange Act, such as this annual report on Form 10-K, is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems determined to be effective can provide only reasonable assurance their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer, concluded the design and operation of the disclosure controls and procedures were effective as of December 31, 2016.
Internal Control over Financial Reporting
With regard to our internal control over financial reporting as defined in paragraph (f) of Rule 13a-15(f), see Management’s Report on Internal Control over Financial Reporting on page F-1, followed by the Reports of Independent Registered Public Accounting Firm on pages F-2 and F-4, included in Item 8 — Financial Statements and Supplementary Data of this annual report on Form 10-K.
In the quarter ended December 31, 2016, based upon the evaluation required by paragraph (d) of Rule 13a-15, there were no changes in our internal control over financial reporting that would materially affect or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. | Other Information |
None.
33
Part III
Certain information required by Part III is incorporated by reference from the Company’s definitive Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2017 Annual Meeting of Stockholders (the “Proxy Statement”). We will make the Proxy Statement available on our website at www.rayonieram.com as soon as it is filed with the SEC.
Item 10. | Directors, Executive Officers and Corporate Governance |
The information required by this Item with respect to directors, executive officers and corporate governance is incorporated by reference from the sections entitled “Election of Directors,” “Corporate Governance,” “Executive Officers” and “Report of the Audit Committee” in the Proxy Statement. The information required by this Item with respect to disclosure of any known late filing or failure by an insider to file a report required by Section 16 of the Exchange Act is incorporated by reference to the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement.
Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive officer and financial and accounting officers, is available on our website, www.rayonieram.com. Any amendments to or waivers of the Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.
Item 11. | Executive Compensation |
The information called for by Item 11 is incorporated herein by reference from the section and subsections entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “Grants of Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in Control,” “Director Compensation,” “Corporate Governance — Compensation Committee Interlocks and Insider Participation; Processes and Procedures” and “Compensation Discussion and Analysis — Report of the Compensation and Management Development Committee” in the Proxy Statement.
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
The information called for by Item 12 is incorporated herein by reference from the sections entitled “Share Ownership of Certain Beneficial Owners,” “Share Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in the Proxy Statement.
Item 13. | Certain Relationships and Related Transactions, and Director Independence |
The information called for by Item 13 is incorporated herein by reference from the section and subsections entitled “Election of Directors,” “Corporate Governance — Director Independence” and “Corporate Governance — Related Person Transactions” in the Proxy Statement.
Item 14. | Principal Accounting Fees and Services |
The information called for by Item 14 is incorporated herein by reference from the subsection entitled “Report of the Audit Committee — Information Regarding Independent Registered Public Accounting Firm” in the Proxy Statement.
34
Part IV
Item 15. | Exhibits, Financial Statement Schedules |
(a) Documents filed as a part of this report:
(1) | See Index to Financial Statements on page ii for a list of the financial statements filed as part of this report. |
(2) | See Schedule II — Valuation and Qualifying Accounts. All other financial statement schedules have been omitted because they are not applicable, the required matter is not present or the required information has otherwise been supplied in the financial statements or the notes thereto. |
(3) | See Exhibit Index for a list of the exhibits filed or incorporated herein as part of this report. Exhibits that are incorporated by reference to documents filed previously by the Company under the Securities Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780. |
(b) Exhibits:
See Item 15 (a)(3).
(c) Financial Statement Schedules:
See Item 15 (a)(2).
Item 16. | Form 10-K Summary |
None.
35
Management’s Report on Internal Control over Financial Reporting
To Our Stockholders:
The management of Rayonier Advanced Materials Inc. and its subsidiaries is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation and fair presentation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Rayonier Advanced Materials Inc.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In making this assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on our evaluation under the criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over financial reporting was effective as of December 31, 2016.
Grant Thornton LLP, the independent registered public accounting firm that audited the Company’s consolidated financial statements, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2016. The report on the Company’s internal control over financial reporting as of December 31, 2016, is on page F-3.
RAYONIER ADVANCED MATERIALS INC. | |
By: | /s/ PAUL G. BOYNTON |
Paul G. Boynton Chairman, President and Chief Executive Officer | |
February 24, 2017 | |
By: | /s/ FRANK A. RUPERTO |
Frank A. Ruperto Chief Financial Officer and Senior Vice President, Finance and Strategy (Duly Authorized Officer and Principal Financial Officer) | |
February 24, 2017 | |
F- 1
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Rayonier Advanced Materials Inc.
We have audited the accompanying consolidated balance sheets of Rayonier Advanced Materials Inc. and subsidiaries (the “Company”) as of December 31, 2016, and the related consolidated statements of income and comprehensive income, and cash flows for the year ended December 31, 2016. Our audits of the basic consolidated financial statements included the financial statement schedule listed in the index appearing under Item 15(a). These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Rayonier Advanced Materials Inc. and subsidiaries as of December 31, 2016, and the results of its operations and its cash flows for the year ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 24, 2017 expressed an unqualified opinion thereon.
/s/ GRANT THORNTON LLP
Jacksonville, Florida
February 24, 2017
F- 2
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders of Rayonier Advanced Materials Inc.
We have audited the internal control over financial reporting of Rayonier Advanced Materials Inc. and subsidiaries (the “Company”) as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in the 2013 Internal Control-Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of the Company as of and for the year ended December 31, 2016, and our report dated February 24, 2017 expressed an unqualified opinion on those financial statements.
/s/ GRANT THORNTON LLP
Jacksonville, Florida
February 24, 2017
F- 3
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Rayonier Advanced Materials Inc.
We have audited the accompanying consolidated balance sheet of Rayonier Advanced Materials Inc. (“the Company”) as of December 31, 2015, and the related consolidated statements of income and comprehensive income, and cash flows for each of the two years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2015, and the consolidated results of its operations and its cash flows for each of the two years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
Ernst & Young LLP
Certified Public Accountants
Jacksonville, Florida
February 26, 2016
F- 4
Rayonier Advanced Materials Inc.
Consolidated Statements of Income and Comprehensive Income
For the Years Ended December 31,
(Dollars in thousands, except per share amounts)
2016 | 2015 | 2014 | |||||||||
Net Sales | $ | 868,731 | $ | 941,384 | $ | 957,689 | |||||
Cost of Sales | (687,458 | ) | (738,930 | ) | (733,942 | ) | |||||
Gross Margin | 181,273 | 202,454 | 223,747 | ||||||||
Selling, general and administrative expenses | (37,942 | ) | (47,662 | ) | (39,969 | ) | |||||
Other operating expense, net (Note 12) | (5,684 | ) | (35,269 | ) | (120,823 | ) | |||||
Operating Income | 137,647 | 119,523 | 62,955 | ||||||||
Interest expense | (34,627 | ) | (36,869 | ) | (22,378 | ) | |||||
Interest and miscellaneous income (expense), net | 737 | 210 | (106 | ) | |||||||
Gain on debt extinguishment | 8,844 | — | — | ||||||||
Income Before Income Taxes | 112,601 | 82,864 | 40,471 | ||||||||
Income tax expense (Note 13) | (39,315 | ) | (27,607 | ) | (8,816 | ) | |||||
Net Income | $ | 73,286 | $ | 55,257 | $ | 31,655 | |||||
Earnings Per Share of Common Stock (Note 11) | |||||||||||
Basic earnings per share | $ | 1.61 | $ | 1.31 | $ | 0.75 | |||||
Diluted earnings per share | $ | 1.55 | $ | 1.30 | $ | 0.75 | |||||
Dividends Declared Per Share | $ | 0.28 | $ | 0.28 | $ | 0.14 | |||||
Comprehensive Income: | |||||||||||
Net Income | $ | 73,286 | $ | 55,257 | $ | 31,655 | |||||
Other Comprehensive Income (Loss) (Note 8) | |||||||||||
Net loss from pension and postretirement plans, net of income tax benefit of $254, $3,313 and $15,944 | (460 | ) | (6,176 | ) | (28,326 | ) | |||||
Total other comprehensive loss | (460 | ) | (6,176 | ) | (28,326 | ) | |||||
Comprehensive Income | $ | 72,826 | $ | 49,081 | $ | 3,329 | |||||
See Notes to Consolidated Financial Statements.
F- 5
Rayonier Advanced Materials Inc.
Consolidated Balance Sheets
As of December 31,
(Dollars in thousands)
2016 | 2015 | ||||||
Assets | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 326,655 | $ | 101,303 | |||
Accounts receivable, less allowance for doubtful accounts of $151 and $151 | 37,626 | 68,892 | |||||
Inventory (Note 4) | 118,368 | 125,409 | |||||
Prepaid and other current assets | 36,859 | 32,149 | |||||
Total current assets | 519,508 | 327,753 | |||||
Property, Plant and Equipment, Net (Note 5) | 801,039 | 803,838 | |||||
Deferred Tax Assets (Note 13) | 51,246 | 97,420 | |||||
Other Assets | 50,146 | 49,601 | |||||
Total Assets | $ | 1,421,939 | $ | 1,278,612 | |||
Liabilities and Stockholders’ Equity (Deficit) | |||||||
Current Liabilities | |||||||
Accounts payable | $ | 36,379 | $ | 44,992 | |||
Accrued customer incentives and prepayments | 34,541 | 34,685 | |||||
Accrued payroll and benefits | 21,902 | 20,743 | |||||
Current maturities of long-term debt (Note 6) | 9,593 | 7,938 | |||||
Other current liabilities | 10,783 | 11,052 | |||||
Current liabilities for disposed operations (Note 14) | 13,781 | 12,034 | |||||
Total current liabilities | 126,979 | 131,444 | |||||
Long-Term Debt (Note 6) | 773,689 | 850,116 | |||||
Non-Current Liabilities for Disposed Operations (Note 14) | 139,129 | 145,350 | |||||
Pension and Other Postretirement Benefits (Note 16) | 161,729 | 162,084 | |||||
Other Non-Current Liabilities | 8,664 | 6,757 | |||||
Commitments and Contingencies | |||||||
Stockholders’ Equity (Deficit) (Note 10) | |||||||
Preferred stock, 10,000,000 shares authorized at $0.01 par value, 1,725,000 and 0 issued and outstanding as of December 31, 2016 and 2015, respectively, aggregate liquidation preference $172,500 | 17 | — | |||||
Common stock, 140,000,000 shares authorized at $0.01 par value, 43,261,905 and 42,872,435 issued and outstanding, as of December 31, 2016 and 2015, respectively | 433 | 429 | |||||
Additional paid-in capital | 242,402 | 70,213 | |||||
Retained earnings | 78,977 | 21,839 | |||||
Accumulated other comprehensive loss (Note 8) | (110,080 | ) | (109,620 | ) | |||
Total Stockholders’ Equity (Deficit) | 211,749 | (17,139 | ) | ||||
Total Liabilities and Stockholders’ Equity (Deficit) | $ | 1,421,939 | $ | 1,278,612 | |||
See Notes to Consolidated Financial Statements.
F- 6
Rayonier Advanced Materials Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31,
(Dollars in thousands)
2016 | 2015 | 2014 | |||||||||
Operating Activities | |||||||||||
Net income | $ | 73,286 | $ | 55,257 | $ | 31,655 | |||||
Adjustments to reconcile net income to cash provided by operating activities: | |||||||||||
Depreciation and amortization | 88,274 | 89,189 | 85,607 | ||||||||
Stock-based incentive compensation expense | 7,217 | 9,992 | 8,738 | ||||||||
Amortization of capitalized debt costs and debt discount | 1,919 | 2,116 | 1,007 | ||||||||
Deferred income taxes | 45,199 | (9,757 | ) | (33,672 | ) | ||||||
Increase in liabilities for disposed operations | 5,298 | 6,930 | 88,548 | ||||||||
Impairment charges | — | 28,462 | 7,184 | ||||||||
Gain on debt extinguishment | (8,844 | ) | — | — | |||||||
Amortization of losses and prior service costs from pension and postretirement plans | 12,203 | 14,702 | 9,113 | ||||||||
Loss from sale/disposal of property, plant and equipment | 2,422 | 1,364 | 2,123 | ||||||||
Other | (3,429 | ) | 398 | (177 | ) | ||||||
Changes in operating assets and liabilities: | |||||||||||
Receivables | 31,266 | 696 | 1,710 | ||||||||
Inventories | 7,041 | 14,800 | (11,503 | ) | |||||||
Accounts payable | (2,048 | ) | (19,789 | ) | (4,365 | ) | |||||
Accrued liabilities | 167 | 15,466 | 12,877 | ||||||||
Contributions to pension and other postretirement benefit plans | (13,135 | ) | (3,116 | ) | (1,446 | ) | |||||
All other operating activities | (4,839 | ) | 1,223 | (3,988 | ) | ||||||
Expenditures for disposed operations | (9,772 | ) | (6,275 | ) | (5,659 | ) | |||||
Cash Provided by Operating Activities | 232,225 | 201,658 | 187,752 | ||||||||
Investing Activities | |||||||||||
Capital expenditures | (88,703 | ) | (77,424 | ) | (74,791 | ) | |||||
Purchase of timber deeds | — | — | (12,692 | ) | |||||||
Other | 2,143 | — | (2,978 | ) | |||||||
Cash Used for Investing Activities | (86,560 | ) | (77,424 | ) | (90,461 | ) | |||||
Financing Activities | |||||||||||
Issuance of mandatory convertible preferred stock | 166,609 | — | — | ||||||||
Issuance of debt | — | — | 1,025,000 | ||||||||
Repayment of debt | (71,031 | ) | (77,100 | ) | (79,200 | ) | |||||
Dividends paid on common stock | (11,840 | ) | (11,816 | ) | (5,926 | ) | |||||
Dividends paid on preferred stock | (3,641 | ) | — | — | |||||||
Debt issuance costs | — | — | (15,432 | ) | |||||||
Other | (410 | ) | 8 | 823 | |||||||
Net payments to Rayonier | — | — | (956,579 | ) | |||||||
Cash Provided by (Used for) Financing Activities | 79,687 | (88,908 | ) | (31,314 | ) | ||||||
Cash and Cash Equivalents | |||||||||||
Change in cash and cash equivalents | 225,352 | 35,326 | 65,977 | ||||||||
Balance, beginning of year | 101,303 | 65,977 | — | ||||||||
Balance, end of year | $ | 326,655 | $ | 101,303 | $ | 65,977 | |||||
Supplemental Disclosures of Cash Flows Information | |||||||||||
Cash paid (received) during the period: | |||||||||||
Interest | $ | 35,160 | $ | 38,189 | $ | 19,567 | |||||
Income taxes | $ | (4,727 | ) | $ | 31,667 | $ | 34,588 | ||||
Non-cash investing and financing activities: | |||||||||||
Capital assets purchased on account | $ | 10,155 | $ | 16,720 | $ | 16,637 | |||||
Capital lease obligation | $ | 3,697 | $ | — | $ | — | |||||
See Notes to Consolidated Financial Statements.
F- 7
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements
(Dollar amounts in thousands unless otherwise stated)
1. Basis of Presentation and New Accounting Pronouncements
Basis of Presentation
On June 27, 2014, Rayonier Advanced Materials Inc. (“Rayonier Advanced Materials” or the “Company”) separated (the “Separation”) from its former parent, Rayonier Inc. (“Rayonier”) through the distribution to its stockholders of 42,176,565 shares of common stock (the “Distribution”). The Company’s Consolidated Statements of Income, Comprehensive Income and Cash Flows for the year ended December 31, 2014 consist of the consolidated results of Rayonier Advanced Materials for the six months ended December 31, 2014 and the combined results of Rayonier’s performance fibers business for the six months ended June 27, 2014. The Company’s Consolidated Balance Sheets as of December 31, 2016 and 2015 consist of the consolidated balances of Rayonier Advanced Materials.
The statements of income for periods prior to the Separation include allocations of certain costs from Rayonier related to the operations of the Company. These corporate administrative costs were charged to the Company based on employee headcount and payroll costs. The combined statements of income, for periods prior to the Separation, also include expense allocations for certain corporate functions historically performed by Rayonier and not allocated to its operating segments. These allocations were based on revenues and specific identification of time and/or activities associated with the Company. Management believes the methodologies employed for the allocation of costs were reasonable in relation to the historical reporting of Rayonier, but may not necessarily be indicative of costs had the Company operated on a stand-alone basis during the periods prior to the Separation, nor what the costs may be in the future.
The Company’s Consolidated Statements of Income, Comprehensive Income and Cash Flows for the year ended December 31, 2016 and 2015, consist entirely of the consolidated results of Rayonier Advanced Materials.
Nature of Business Operations
The Company is a leading manufacturer of high-value cellulose specialties products and commodity products with production facilities in Jesup, Georgia and Fernandina Beach, Florida. These products are sold throughout the world to companies for use in various industrial applications and to produce a wide variety of products, including cigarette filters, foods, pharmaceuticals, textiles and electronics.
The Company’s primary products consist of the following:
Cellulose specialties
Cellulose specialties are natural polymers, used as raw materials to manufacture a broad range of consumer-oriented products such as cigarette filters, liquid crystal displays, impact-resistant plastics, thickeners for food products, pharmaceuticals, cosmetics, high-tenacity rayon yarn for tires and industrial hoses, food casings, paints and lacquers. Cellulose specialties are primarily used in dissolving chemical applications that require a highly purified form of cellulose. The Company concentrates on producing the purest, most technologically-demanding forms of cellulose specialties products, such as cellulose acetate and high-purity cellulose ethers, and is a leading supplier of these products. A majority of the Company’s cellulose specialties products are under long-term volume contracts that expire between 2017 and 2019. Pricing under these contracts is typically set in the fourth quarter in the year prior to the shipment.
Commodity products
Commodity products are used for viscose and absorbent materials applications. Commodity viscose is a raw material required for the manufacture of viscose staple fibers which are used in woven applications such as textiles for clothing and other fabrics, and in non-woven applications such as baby wipes, cosmetic and personal wipes, industrial wipes and mattress ticking. Absorbent materials, typically referred to as fluff fibers, are used as an absorbent medium in products such as disposable baby diapers, feminine hygiene products, incontinence pads, convalescent bed pads, industrial towels and wipes and non-woven fabrics. Pricing for commodity products is typically referenced to published indexes or based on publicly available spot market prices.
Principles of Consolidation
The consolidated financial statements include Rayonier Advanced Materials, as well as the Company’s wholly owned
F- 8
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
subsidiaries. All intercompany balances and transactions are eliminated.
Reclassifications
Certain 2015 and 2014 amounts have been reclassified to conform with the current year presentation.
Fiscal Year
The Company’s fiscal year end is the last day of the calendar year. For interim reporting periods, the Company uses the last Saturday of the fiscal quarter.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. There are risks inherent in estimating, and therefore, actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include time deposits and other investments that are highly liquid with original maturities of three months or less.
Accounts Receivable and Allowance for Doubtful Accounts
Trade accounts receivable are recorded at invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. The Company's allowance is established based on historical patterns of accounts receivable collections and general economic conditions. Outstanding accounts receivable balances are reviewed quarterly or more frequently when circumstances indicate a review is warranted, for example if there is a significant change in the aging of the Company’s receivables or a customer’s financial condition. Write-offs are recorded at the time a customer receivable is deemed uncollectible and collection efforts have been exhausted.
Inventory
Finished goods, work-in-process and raw materials inventories are valued at the lower of cost, as determined on the first-in, first-out basis, or market. Manufacturing and maintenance supplies are valued at average cost. Inventory costs include material, labor and manufacturing overhead. The need for a provision for estimated losses from obsolete, excess or slow-moving inventories is reviewed periodically.
Property, Plant, Equipment and Depreciation
Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction and installation costs. Production related plant and equipment are depreciated using the units-of-production method. The total units of production used to calculate depreciation expense is determined by factoring annual production days, based on normal production conditions, by the economic useful life of the asset involved. Production related assets under capital leases are depreciated using the straight-line method over the related lease term. The Company depreciates its non-production assets, including office, lab and transportation equipment, using the straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the straight-line method over 15 to 35 years and 5 to 30 years, respectively. Depreciation expense reflected in cost of sales in the Consolidated Statements of Income was $84.8 million, $87.5 million and $84.6 million for the years ended December 31, 2016, 2015 and 2014, respectively.
Gains and losses on the retirement of assets are included in operating income. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying value exceeds the fair value of the assets, which is based on a discounted cash flows model. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
F- 9
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
The Company performs scheduled inspections, repairs and maintenance of plant machinery and equipment at the Company’s manufacturing plants during a full plant shutdown. The Company’s Jesup, Georgia plant has an annual shutdown while the Company’s Fernandina Beach, Florida plant is on an 18-month shutdown cycle. Costs associated with these planned outage periods are referred to as shutdown costs. Shutdown costs are costs incurred to ensure the long-term reliability and safety of operations.
Shut down costs are accounted for using the deferral method, under which expenditures related to shutdown are capitalized in other assets when incurred and amortized to production costs on a straight-line basis over the period benefited, or the period of time until the next scheduled shut down.
Shut down costs are classified as working capital in operating activities in the consolidated statements of cash flows. As of December 31, 2016 and 2015 the Company had $15.8 million and $11.8 million in shut down costs capitalized in other current assets and $1.1 million and $0 in shut down costs capitalized in other assets, respectively.
Capitalized Interest
Interest from external borrowings is capitalized on major projects with an expected construction period of one year or longer. The interest costs are added to the cost of the underlying basis of the property, plant and equipment and amortized over the useful life of the assets. During 2016, 2015 and 2014, interest capitalized to property, plant and equipment was $0.8 million, $1.3 million and $0.1 million, respectively.
Fair Value Measurements
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair value was established as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flows methodologies and similar techniques that use significant unobservable inputs.
Revenue Recognition
The Company generally recognizes sales when persuasive evidence of an agreement exists, delivery of products has occurred, the sales price to the buyer is fixed and determinable and collectibility is reasonably assured. Generally, title passes upon delivery to the agreed upon location. Based on the time required to reach each location, customer orders are generally received in one period with the corresponding revenue recognized in a subsequent period. As such, there could be substantial variation in orders received and revenue recognized from period to period. Customer incentives are recorded as a reduction of gross sales within the same period that revenue from the sale is recognized. Payments from customers made in advance of the recognition of revenue are included in accrued customer incentives and prepayments.
Shipping and Handling Costs
Shipping and handling costs, such as freight to the customers’ destinations, are included in cost of goods sold in the Consolidated Statements of Income.
Environmental Costs
The Company has established liabilities to assess, remediate, maintain and monitor sites related to disposed operations from which no current or future benefit is discernible. These obligations are established based on projected spending over the next 20 years and require significant estimates to determine the proper amount at any point in time. The projected period, from 2017 through 2036, reflects the time during which potential future costs are both estimable and probable. As new information becomes available, these cost estimates are updated and the recorded liabilities are adjusted appropriately. Environmental liabilities are
F- 10
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
accounted for on an undiscounted basis and are reflected in current and non-current “Liabilities for disposed operations” in the Consolidated Balance Sheets.
Employee Benefit Plans
The determination of expense and funding requirements for the Company’s defined benefit pension plan, unfunded excess pension plan and postretirement health care and life insurance plans are largely based on a number of actuarial assumptions. The key assumptions include discount rate, return on assets, salary increases, health care cost trends, mortality rates, longevity and service lives of employees.
Periodic pension and other postretirement expense is included in “Cost of sales” and “Selling, general and administrative expenses” in the Consolidated Statements of Income. At December 31, 2016 and 2015, the pension plans were in a net liability position. The estimated amount to be paid in the next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated Balance Sheets, with the remainder recorded as a long-term liability in “Pension and other postretirement benefits.” Changes in the funded status of the Company’s plans are recorded through comprehensive income in the year in which the changes occur. Actuarial gains and losses, which occur when actual experience differs from actuarial assumptions, are reflected in Stockholders’ equity (deficit) (net of taxes). If actuarial gains and losses exceed ten percent of the greater of plan assets or plan liabilities, the Company will amortize them over the average future service period of employees.
Income Taxes
For the period prior to the Separation, the Company was a subsidiary of Rayonier and, for purposes of U.S. federal and state income taxes, was not directly subject to income taxes but was included in the income tax return of Rayonier. In the accompanying Consolidated Financial Statements for period prior to the Separation, the Company’s provision for income taxes has been determined on a separate return basis.
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws using rates expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled. The Company records a valuation allowance to reduce the carrying amounts of deferred tax assets if it is more likely than not such deferred tax assets will not be realized.
The Company’s income tax returns are subject to audit by U.S. federal and state taxing authorities. In evaluating the tax benefits associated with various tax filing positions, the Company records a tax benefit for an uncertain tax position if it is more-likely-than-not to be realized upon ultimate settlement of the issue. The Company records a liability for an uncertain tax position that does not meet this criterion. The Company adjusts its liabilities for unrecognized tax benefits in the period in which it is determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing authority to examine the tax position or when new facts or information becomes available.
Recently Adopted Accounting Pronouncements
In May 2015, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or Its Equivalent). The update exempts investments measured using the net asset value (NAV) practical expedient in ASC 820, Fair Value Measurement, from categorization within the fair value hierarchy. It became effective for fiscal years beginning after December 15, 2015. The Company adopted as of January 1, 2016 and retrospectively applied the guidance. The adoption did not have a material impact on the Company’s financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs. The update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. It became effective for fiscal years beginning after December 15, 2015. The Company adopted as of March 26, 2016. The effect of this accounting change on prior periods was a reclassification of debt issuance costs as of December 31, 2015 of $9.6 million and $0.3 million to “Long-term debt” from “Other assets” and “Prepaid and other current assets,” respectively.
F- 11
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
New Accounting Pronouncements
In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation. The update simplifies several areas of accounting for share based payments. The guidance also includes the acceptable or required transition methods for each of the various amendments included in the new standard. It is effective for fiscal years beginning after December 15, 2016. The Company expects to record approximately $2.2 million in tax expense during the first quarter of 2018 as a result of the adoption of ASU 2016-09.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires entities to recognize assets and liabilities arising from finance and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows. It is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements.
In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The update requires inventory to be measured at the lower of cost and net realizable value. It is effective for fiscal years beginning after December 15, 2016. The update is not expected to have a material impact on the Company’s financial statements as current inventory valuation practices already approximate the lower of cost or net realizable value.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as amended and/or clarified by ASU Nos. 2016-08, 2016-10, 2016-12, and 2016-20, a comprehensive new revenue recognition standard. This standard will supersede virtually all current revenue recognition guidance. The core principle is that a company will recognize revenue when it transfers goods or services to customers for an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. The new revenue standard (and subsequent amendments) will be effective for the Company’s first quarter 2018 Form 10-Q filing.
In preparation for the 2018 adoption date, management is in the process of evaluating the standard’s overall impact on the Company’s revenue recognition process and the resulting adoption impact. Under ASC 606, revenue is recognized as control is transferred to the customer either at a point in time or over time. The assessment of whether control transfers over time or at a point in time is critical to determining when to recognize revenue.
Management is evaluating whether its contracts satisfy the criteria for revenue recognition over time for customized goods. If the Company determines the over time criteria is satisfied, revenue recognition will be accelerated for cellulose specialties and commodity products contracts. If management determines the over time criteria for revenue recognition is not met, the Company will recognize revenue at a point in time. If a point in time revenue recognition determination is made, the Company expects revenue recognition to remain substantially consistent with current practice.
The Company expects to adopt the standard on a modified retrospective basis and is currently in the process of assessing changes required to its business processes, systems and controls to support revenue recognition and related financial statement disclosures under the new standard.
Subsequent Events
Events and transactions subsequent to the balance sheet date have been evaluated for potential recognition and disclosure through February 24, 2017, the date these financial statements were available to be issued. Two subsequent events warranting disclosure were identified.
On January 17, 2017, our board of directors declared a first quarter 2017 cash dividend of $2.00 per share of our mandatory convertible preferred stock. The dividend was paid on February 15, 2017 to mandatory convertible preferred stockholders of record as of February 1, 2017.
On February 24, 2017, the Company declared a first quarter 2017 cash dividend of $0.07 per share of common stock. The dividend is payable on March 31, 2017 to stockholders of record on March 17, 2017.
F- 12
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
2. Related Party Transactions
As discussed in Note 1 — Basis of Presentation and New Accounting Pronouncements, for periods prior to the Separation, the Consolidated Statements of Income include expense allocations for certain corporate functions historically performed by Rayonier and not allocated to its operating segments, including general corporate expenses related to executive oversight, accounting, treasury, tax, legal, human resources and information technology. Net charges from Rayonier for these services, reflected in selling, general and administrative expenses in the Consolidated Statements of Income was $8.0 million for the year ended December 31, 2014. There were no comparable charges for the years ended December 31, 2016 and 2015.
For periods prior to the Separation, the Consolidated Statements of Income also include allocations of certain costs from Rayonier related to the operations of the Company including: medical costs for active salaried and retired employees, workers’ compensation, general liability and property insurance, salaried payroll costs, equity based compensation and a pro-rata share of direct corporate administration expense for accounting, human resource services and information system maintenance. Net charges from Rayonier for these costs, reflected in the Consolidated Statements of Income was $27.3 million for the year ended December 31, 2014. There were no comparable charges for the years ended December 31, 2016 and 2015.
3. Segment and Geographical Information
The Company operates as a single segment business with two major product lines: cellulose specialties and commodity products. All sales originate from production facilities in the United States, including the Jesup, Georgia plant, the Fernandina Beach, Florida plant and the five chip facilities. Almost all of the Company’s assets are located in the United States. Assets related to its three foreign representative offices, located in London, Tokyo and Shanghai, are not significant.
Sales by the two major product lines was comprised of the following for the three years ended December 31:
Sales by Product Line | |||||||||||
2016 | 2015 | 2014 | |||||||||
Cellulose specialties | $ | 694,603 | $ | 766,940 | $ | 843,473 | |||||
Commodity products and other | 174,128 | 174,444 | 114,216 | ||||||||
Total sales | $ | 868,731 | $ | 941,384 | $ | 957,689 | |||||
Geographical distribution of the Company’s sales was comprised of the following for the three years ended December 31:
Sales by Destination (a) | |||||||||||||||||
2016 | % | 2015 | % | 2014 | % | ||||||||||||
United States | $ | 348,570 | 40 | $ | 398,739 | 42 | $ | 422,648 | 44 | ||||||||
China | 250,044 | 29 | 256,979 | 27 | 255,954 | 27 | |||||||||||
Japan | 136,817 | 16 | 132,480 | 14 | 138,961 | 14 | |||||||||||
Europe | 88,191 | 10 | 91,847 | 10 | 93,957 | 10 | |||||||||||
Latin America | 9,876 | 1 | 8,176 | 1 | 5,510 | 1 | |||||||||||
Other Asia | 27,280 | 3 | 25,373 | 3 | 33,250 | 3 | |||||||||||
All other | 7,953 | 1 | 27,790 | 3 | 7,409 | 1 | |||||||||||
Total sales | $ | 868,731 | 100 | $ | 941,384 | 100 | $ | 957,689 | 100 | ||||||||
(a) | All sales to foreign countries are denominated in U.S. dollars. |
F- 13
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
The Company had sales to three significant customers which represented over 10 percent of total sales for the three years ended December 31:
Percentage of Sales | |||||
2016 | 2015 | 2014 | |||
Eastman Chemical Company | 25% | 28% | 31% | ||
Nantong Cellulose Fibers, Co., Ltd. | 17% | 18% | 18% | ||
Daicel Corporation | 14% | 13% | 15% | ||
4. Inventory
As of December 31, 2016 and 2015, the Company’s inventory included the following:
2016 | 2015 | ||||||
Finished goods | $ | 94,858 | $ | 103,866 | |||
Work-in-progress | 3,422 | 2,344 | |||||
Raw materials | 17,183 | 16,593 | |||||
Manufacturing and maintenance supplies | 2,905 | 2,606 | |||||
Total inventory | $ | 118,368 | $ | 125,409 | |||
5. Property, Plant and Equipment
As of December 31, 2016 and 2015, the Company’s property, plant and equipment included the following:
2016 | 2015 | ||||||
Land and land improvements | $ | 15,502 | $ | 15,426 | |||
Buildings | 183,374 | 181,707 | |||||
Machinery and equipment | 1,843,057 | 1,764,477 | |||||
Construction in progress | 14,439 | 65,197 | |||||
Total property, plant and equipment, gross | 2,056,372 | 2,026,807 | |||||
Accumulated depreciation | (1,255,333 | ) | (1,222,969 | ) | |||
Total property, plant and equipment, net | $ | 801,039 | $ | 803,838 | |||
F- 14
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
6. Debt
As of December 31, 2016 and 2015, the Company’s debt consisted of the following:
2016 | 2015 | ||||||
Revolving Credit Facility of $250 million, $229 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at December 31, 2016 | $ | — | $ | — | |||
Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.5%, interest rate of 2.26% at December 31, 2016 | 30,450 | 55,950 | |||||
Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 1.84% at December 31, 2016 | 251,300 | 262,750 | |||||
Senior Notes due 2024 at a fixed interest rate of 5.50% | 506,412 | 550,000 | |||||
Capital Lease obligation | 3,676 | — | |||||
Total principal payments due | 791,838 | 868,700 | |||||
Less: original issue discount and debt issuance costs | (8,556 | ) | (10,646 | ) | |||
Total debt | 783,282 | 858,054 | |||||
Less: Current maturities of long-term debt | (9,593 | ) | (7,938 | ) | |||
Long-term debt | $ | 773,689 | $ | 850,116 | |||
During the first quarter of 2016, the Company repurchased in the open market $43.6 million of its Senior Notes due 2024 and retired them for $34.1 million plus accrued and unpaid interest. In connection with the retirement of these Senior Notes, the Company recorded a gain in other income of approximately $8.8 million, which includes the write-off of $0.7 million of unamortized debt issuance costs in the first quarter of 2016. During the year ended December 31, 2016, the Company also made $25.5 million and $11.5 million in principal debt repayments on the Term A-1 and Term A-2 Loan Facilities, respectively.
Debt and capital lease payments due during the next five years and thereafter are as follows:
Capital Lease | |||||||||||||||
Minimum Lease Payments | Less: Interest | Net Present Value | Debt Principal Payments | ||||||||||||
2017 | $ | 515 | $ | 249 | $ | 266 | $ | 9,775 | |||||||
2018 | 515 | 230 | 285 | 11,150 | |||||||||||
2019 | 515 | 209 | 306 | 18,225 | |||||||||||
2020 | 515 | 187 | 328 | 2,900 | |||||||||||
2021 | 515 | 163 | 352 | 239,700 | |||||||||||
Thereafter | 2,533 | 394 | 2,139 | 506,412 | |||||||||||
Total payments | $ | 5,108 | $ | 1,432 | $ | 3,676 | $ | 788,162 | |||||||
5.50% Senior Notes due 2024
On May 22, 2014, the Company issued $550 million in aggregate principal amount of 5.50 percent senior notes due 2024. The Senior Notes were issued and sold in a private placement to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and non-U.S. persons pursuant to Regulation S under the Securities Act.
On or after June 1, 2019, the Company may redeem the Senior Notes, in whole or in part, at the redemption prices specified in the indenture governing the Senior Notes plus accrued and unpaid interest to, but excluding, the redemption date. Prior to June 1, 2017, the Company may redeem up to 40 percent percent of the Senior Notes using proceeds from certain equity offerings in accordance with the terms of the indenture. Prior to June 1, 2019, the Company may redeem some or all of the Senior Notes at
F- 15
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
a redemption price of 100 percent of the principal amount, plus accrued and unpaid interest, to, but excluding, the redemption date, plus a “make-whole” premium.
The indenture governing the Senior Notes contains various customary covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the Senior Notes, to take certain specified actions, subject to certain exceptions, including: creating liens; incurring indebtedness; making investments and acquisitions; engaging in mergers and other fundamental changes; making dispositions; making restricted payments, including dividends and distributions; and consummating transactions with affiliates. Additionally, the Senior Notes contain customary affirmative covenants and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, payment defaults, breach of covenant defaults, bankruptcy defaults, judgment defaults, defaults under certain other indebtedness and changes in control. At December 31, 2016, the Company was in compliance with all covenants.
Senior Secured Credit Facilities
On June 26, 2014, the Company entered into senior secured credit facilities comprised of a $110 million senior secured term loan facility (the “Term A-1 Loan Facility”), a $290 million senior secured term loan facility (the “Term A-2 Loan Facility” and together with the Term A-1 Facility, the “Term Loan Facilities”), and a $250 million senior secured revolving credit facility (which includes letter of credit and swingline loan subfacilities) (the “Revolving Credit Facility” and together with the Term Loan Facilities, the “Credit Facilities”). The Credit Facilities have a first priority security interest in substantially all present and future material assets, excluding the Fernandina Beach plant’s real property.
The loans under the Credit Facilities will bear interest at either (a) a base rate or (b) an adjusted LIBOR rate, in each case, plus an applicable margin (the “Applicable Margin”), in the case of base rate loans, ranging between 0.25 percent and 1.00 percent, and in the case of adjusted LIBOR rate loans, ranging between 1.25 percent and 2.00 percent. The Applicable Margin for borrowings under the Credit Facilities is based on a consolidated total net leverage-based pricing grid.
The Revolving Credit Facility matures in June 2019. As of December 31, 2016, the Company had no outstanding balance on the Revolving Credit Facility. At December 31, 2016, the Company had $229 million of available borrowings under the Revolving Credit Facility, net of $21 million to secure its outstanding letters of credit.
The Credit Facilities contain a number of covenants that limit the ability of the Company and its restricted subsidiaries, as defined by the Credit Facilities, to take certain specified actions, subject to certain exceptions, including: creating liens; incurring indebtedness; making investments and acquisitions; engaging in mergers and other fundamental changes; making dispositions; making restricted payments, including dividends and distributions; and consummating transactions with affiliates. Under the Credit Facilities, the Company will be required to maintain a consolidated first lien secured net leverage ratio of no greater than 3.00 to 1.00 and an interest coverage ratio of no less than 3.00 to 1.00. Additionally, the Credit Facilities contain customary affirmative covenants for credit facilities of this kind and customary events of default (subject, in certain cases, to customary grace or cure periods), including, without limitation, payment defaults, breach of covenant defaults, bankruptcy defaults, judgment defaults, defaults under certain other indebtedness and changes in control. At December 31, 2016, the Company was in compliance with all covenants.
F- 16
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
7. Fair Value Measurements
The following table presents the carrying amount, estimated fair values and categorization under the fair value hierarchy for financial instruments held by the Company at December 31, 2016 and 2015, using market information and what management believes to be appropriate valuation methodologies:
December 31, 2016 | December 31, 2015 | ||||||||||||||||||||||
Carrying Amount | Fair Value | Carrying Amount | Fair Value | ||||||||||||||||||||
Asset (liability) (a) | Level 1 | Level 2 | Level 1 | Level 2 | |||||||||||||||||||
Cash and cash equivalents | $ | 326,655 | $ | 326,655 | $ | — | $ | 101,303 | $ | 101,303 | $ | — | |||||||||||
Current maturities of long-term debt | (9,327 | ) | — | (9,775 | ) | (7,938 | ) | — | (8,400 | ) | |||||||||||||
Fixed-rate long-term debt | (499,444 | ) | — | (474,761 | ) | (541,423 | ) | — | (435,171 | ) | |||||||||||||
Variable-rate long-term debt | (270,836 | ) | — | (271,975 | ) | (308,693 | ) | — | (310,300 | ) | |||||||||||||
(a) Table excludes the Company’s capital lease obligation.
The Company uses the following methods and assumptions in estimating the fair value of its financial instruments:
Cash and cash equivalents — The carrying amount is equal to fair market value.
Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value.
8. Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Loss (“AOCI”) was comprised of the following for the three years ended December 31:
Unrecognized components of employee benefit plans, net of tax | 2016 | 2015 | 2014 | ||||||||
Balance, beginning of period | $ | (109,620 | ) | $ | (103,444 | ) | $ | (39,699 | ) | ||
Defined benefit pension and post-retirement plans (a) | |||||||||||
Amortization of losses | 11,581 | 14,110 | 8,217 | ||||||||
Amortization of prior service costs | 775 | 767 | 1,177 | ||||||||
Amortization of negative plan amendment | (153 | ) | (175 | ) | (281 | ) | |||||
Total reclassifications, before tax | 12,203 | 14,702 | 9,113 | ||||||||
Other loss before reclassifications | (12,917 | ) | (24,191 | ) | (53,383 | ) | |||||
Other comprehensive loss, before tax | (714 | ) | (9,489 | ) | (44,270 | ) | |||||
Tax benefit | 254 | 3,313 | 15,944 | ||||||||
Net other comprehensive loss | (460 | ) | (6,176 | ) | (28,326 | ) | |||||
Net transfer from Rayonier (b) | — | — | (35,419 | ) | |||||||
Balance, end of period | $ | (110,080 | ) | $ | (109,620 | ) | $ | (103,444 | ) | ||
(a) | These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 16 — Employee Benefit Plans for additional information. |
(b) | Prior to the Separation, certain of the Company’s employees participated in employee benefit plans sponsored by Rayonier. The Company did not record an asset, liability or accumulated other comprehensive loss to recognize the funded status of the Rayonier plans on the Consolidated Balance Sheet until the Separation. See Note 10 — Stockholders' Equity (Deficit) for additional information. |
F- 17
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
9. LignoTech Florida
In December 2016, the Company announced the fulfillment of all conditions precedent related to the LignoTech Florida (“LTF”) venture with Borregaard ASA (“Borregaard”) to manufacture, market and sell lignin-based products from the Company’s Fernandina Beach facility. The Company owns 45 percent of LTF and Borregaard owns 55 percent. The Company will account for its investment in LTF as an equity method investment. As of December 31, 2016, there was no impact on the Company’s financial statements from its LTF investment. The LTF plant is expected to be completed in two phases over five years and require an aggregate capital investment of approximately $135 million to yield an annual capacity of 150,000 metric tons. Construction for the project began in December 2016. LTF operations are expected to begin mid-2018.
F- 18
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
10. Stockholders' Equity (Deficit)
An analysis of stockholders’ (deficit) equity for each of the three years ended December 31 is shown below (share amounts not in thousands):
Common Stock | Preferred Stock | Additional Paid in Capital | Retained Earnings (Accumulated Deficit) | Transfers (to) from Rayonier, net | Accumulated Other Comprehensive Loss | Total Stockholders’ (Deficit) Equity | |||||||||||||||||||||||||||
Shares | Par Value | Shares | Par Value | ||||||||||||||||||||||||||||||
Balance, December 31, 2013 | — | $ | — | — | $ | — | $ | — | $ | 1,415,894 | $ | (407,894 | ) | $ | (39,699 | ) | $ | 968,301 | |||||||||||||||
Net income | — | — | — | — | — | 31,655 | — | — | 31,655 | ||||||||||||||||||||||||
Net loss from pension and postretirement plans | — | — | — | — | — | — | — | (28,326 | ) | (28,326 | ) | ||||||||||||||||||||||
Net transfers to Rayonier | — | — | — | — | — | — | (1,001,509 | ) | (35,419 | ) | (1,036,928 | ) | |||||||||||||||||||||
Reclassification to additional paid-in capital at distribution date | — | — | — | — | 53,696 | (1,463,099 | ) | 1,409,403 | — | — | |||||||||||||||||||||||
Issuance of common stock at the Separation | 42,176,565 | 422 | — | — | (422 | ) | — | — | — | — | |||||||||||||||||||||||
Issuance of common stock under incentive stock plans | 440,364 | 4 | — | — | 645 | — | — | — | 649 | ||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | 4,695 | — | — | — | 4,695 | ||||||||||||||||||||||||
Excess tax benefit on stock-based compensation | — | — | — | — | 266 | — | — | — | 266 | ||||||||||||||||||||||||
Repurchase of common stock | (610 | ) | — | — | — | (92 | ) | — | — | — | (92 | ) | |||||||||||||||||||||
Adjustments to tax assets and liabilities associated with the Distribution | — | — | — | — | 3,294 | — | — | — | 3,294 | ||||||||||||||||||||||||
Common stock dividends ($0.14 per share) | — | — | — | — | — | (5,926 | ) | — | — | (5,926 | ) | ||||||||||||||||||||||
Balance, December 31, 2014 | 42,616,319 | $ | 426 | — | — | $ | 62,082 | $ | (21,476 | ) | $ | — | $ | (103,444 | ) | $ | (62,412 | ) | |||||||||||||||
Net income | — | — | — | — | — | 55,257 | — | — | 55,257 | ||||||||||||||||||||||||
Net loss from pension and postretirement plans | — | — | — | — | — | — | — | (6,176 | ) | (6,176 | ) | ||||||||||||||||||||||
Reclassification to additional paid-in capital | — | — | — | — | 864 | — | — | — | 864 | ||||||||||||||||||||||||
Issuance of common stock under incentive stock plans | 258,176 | 3 | — | — | 5 | — | — | — | 8 | ||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | 9,832 | — | — | — | 9,832 | ||||||||||||||||||||||||
Excess tax deficit on stock-based compensation | — | — | — | — | (2,558 | ) | — | — | — | (2,558 | ) | ||||||||||||||||||||||
Repurchase of common stock | (2,060 | ) | — | — | — | (12 | ) | — | — | — | (12 | ) | |||||||||||||||||||||
Common stock dividends ($0.28 per share) | — | — | — | — | — | (11,942 | ) | — | — | (11,942 | ) | ||||||||||||||||||||||
Balance, December 31, 2015 | 42,872,435 | $ | 429 | — | — | $ | 70,213 | $ | 21,839 | $ | — | $ | (109,620 | ) | $ | (17,139 | ) | ||||||||||||||||
Net income | — | — | — | — | — | 73,286 | — | — | 73,286 | ||||||||||||||||||||||||
Net loss from pension and postretirement plans | — | — | — | — | — | — | — | (460 | ) | (460 | ) | ||||||||||||||||||||||
Issuance of preferred stock | — | — | 1,725,000 | 17 | 166,592 | — | — | — | 166,609 | ||||||||||||||||||||||||
Issuance of common stock under incentive stock plans | 422,941 | 4 | — | — | (4 | ) | — | — | — | — | |||||||||||||||||||||||
Stock-based compensation | — | — | — | — | 7,217 | — | — | — | 7,217 | ||||||||||||||||||||||||
Excess tax deficit on stock-based compensation | — | — | — | — | (1,228 | ) | — | — | — | (1,228 | ) | ||||||||||||||||||||||
Repurchase of common stock | (33,471 | ) | — | — | — | (388 | ) | — | — | — | (388 | ) | |||||||||||||||||||||
Common stock dividends ($0.28 per share) | — | — | — | — | — | (12,507 | ) | — | — | (12,507 | ) | ||||||||||||||||||||||
Preferred stock dividends ($2.11 per share) | — | — | — | — | — | (3,641 | ) | — | — | (3,641 | ) | ||||||||||||||||||||||
Balance, December 31, 2016 | 43,261,905 | 433 | 1,725,000 | 17 | 242,402 | 78,977 | — | (110,080 | ) | 211,749 | |||||||||||||||||||||||
F- 19
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
Series A Mandatory Convertible Preferred Stock
On August 4, 2016, the Company completed a registered public offering of 1,725,000 shares of the Company’s 8.00% Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”), at a public offering price of $100.00 per share. Net proceeds were $166.6 million after deducting underwriting discounts, commissions and expenses.
Each share of the Preferred Stock will automatically convert into shares of common stock, subject to anti-dilution and other adjustments, on the mandatory conversion date, which is expected to be August 15, 2019. The number of shares of common stock issuable on conversion will be determined based on the volume-weighted average price of the Company’s common stock over a 20 trading day period immediately prior to the mandatory conversion date (“Applicable Market Value”). If the Applicable Market Value for our common stock is greater than $15.17 or less than $12.91, the conversion rate per share of Preferred Stock will be 6.5923 or 7.7459, respectively. If the Applicable Market Value is between $15.17 and $12.91, the conversion rate per share of Preferred Stock will be between 6.5923 and 7.7459. Subject to certain restrictions, at any time prior to August 15, 2019, holders of the Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 6.5923 shares of common stock per share of Preferred Stock, subject to adjustment.
Preferred Stock holders have no voting rights unless dividends on the Preferred Stock have not been declared and paid for six or more dividend periods. In those circumstances holders will be entitled to vote for the election of a total of two additional members of the Company’s board of directors.
Dividends on the Preferred Stock are payable on a cumulative basis if and when they are declared by our board of directors. If declared, dividends will be paid at an annual rate of 8.00% of the liquidation preference of $100 per share. Dividend payment dates are February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2016 and ending on August 15, 2019. Dividends may be paid in cash or, subject to certain limitations, in shares of common stock or any combination of cash and shares of common stock. The terms of the Preferred Stock provide that, unless full cumulative dividends have been paid or set aside for payment on all outstanding Preferred Stock for all prior dividend periods, no dividends may be declared or paid on common stock.
Net Parent Company Investment
The following provides a reconciliation of the amounts presented as “Net transfers to Rayonier” in the above table and the amounts presented as “Net payments to Rayonier” on the Consolidated Statements of Cash Flows for the year ended December 31, 2014. There were no net payments to/from Rayonier for the years ended December 31, 2016 and 2015.
2014 | |||
Allocation of costs from Rayonier (a) | $ | (35,279 | ) |
Cash receipts received by Rayonier on Company’s behalf | 472,780 | ||
Cash disbursements made by Rayonier on Company’s behalf | (484,318 | ) | |
Net distribution to Rayonier on Separation | (906,200 | ) | |
Net liabilities from transfer of assets and liabilities with Rayonier (b) | (83,911 | ) | |
Net transfers to Rayonier | (1,036,928 | ) | |
Non-cash adjustments: | |||
Stock-based compensation | (3,562 | ) | |
Net liabilities from transfer of assets and liabilities with Rayonier (b) | 83,911 | ||
Net payments to Rayonier per the Condensed Consolidated Statements of Cash Flows, prior to Separation | $ | (956,579 | ) |
(a) | Included in the costs allocated to the Company from Rayonier are expense allocations for certain corporate functions historically performed by Rayonier and not allocated to its operating segments. See Note 2 — Related Party Transactions. |
(b) | As a result of the Separation, certain assets and liabilities were transferred to the Company that were not included in the historical financial statements for periods prior to the Separation. These non-cash capital contributions included: |
• | $73.9 million of disposed operations liabilities (See Note 14 - Liabilities for Disposed Operations for additional information) |
F- 20
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
• | $73.8 million of employee benefit plan liabilities (See Note 16 - Employee Benefit Plans for additional information) |
• | $67.4 million of deferred tax assets (primarily associated with the liabilities above) |
• | $3.6 million of other liabilities, net |
11. Earnings Per Share of Common Stock
In conjunction with the Separation, 42,176,565 shares of the Company’s common stock were distributed to Rayonier shareholders. For comparative purposes, and to provide a more meaningful calculation of weighted-average shares outstanding, the Company assumed this amount to be outstanding as of the beginning of each period prior to the Separation presented in the calculation of weighted-average shares. Prior to the Separation, there were no dilutive shares since the Company had no outstanding equity awards.
Basic earnings per share (“EPS”) is calculated by dividing net income available for common stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted EPS is calculated by dividing net income by the weighted-average number of shares of common stock outstanding adjusted to include the potentially dilutive effect of outstanding stock options, performance shares, restricted shares and Preferred Stock.
The following table provides details of the calculations of basic and diluted EPS for the three years ended December 31:
2016 | 2015 | 2014 | |||||||||
Net income | $ | 73,286 | $ | 55,257 | $ | 31,655 | |||||
Less: Preferred Stock dividends | (5,404 | ) | — | — | |||||||
Net income available for common stockholders | $ | 67,882 | $ | 55,257 | $ | 31,655 | |||||
Shares used for determining basic earnings per share of common stock | 42,279,811 | 42,194,891 | 42,166,629 | ||||||||
Dilutive effect of: | |||||||||||
Stock options | — | — | 47,073 | ||||||||
Performance and restricted shares | 422,962 | 27,968 | 25,980 | ||||||||
Preferred Stock | 4,443,048 | — | — | ||||||||
Shares used for determining diluted earnings per share of common stock | 47,145,821 | 42,222,859 | 42,239,682 | ||||||||
Basic earnings per share (not in thousands) | $ | 1.61 | $ | 1.31 | $ | 0.75 | |||||
Diluted earnings per share (not in thousands) | $ | 1.55 | $ | 1.30 | $ | 0.75 | |||||
Anti-dilutive instruments excluded from the computation of diluted earnings per share:
2016 | 2015 | 2014 | ||||||
Stock options | 399,012 | 447,524 | 229,001 | |||||
Restricted stock | 24,072 | 220,348 | 6,282 | |||||
Performance shares | 66,327 | 3,379 | — | |||||
Total | 489,411 | 671,251 | 235,283 | |||||
F- 21
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
12. Other Operating Expense, Net
Other operating expense, net was comprised of the following for the three years ended December 31:
2016 | 2015 | 2014 | |||||||||
Increase in environmental liabilities for disposed operations (a) | $ | (5,298 | ) | $ | (6,930 | ) | $ | (70,129 | ) | ||
One-time separation and legal costs | — | 802 | (25,680 | ) | |||||||
Increase to environmental liabilities for disposed operations resulting from separation from Rayonier (b) | — | — | (18,419 | ) | |||||||
Non-cash impairment charge (c) | — | (28,462 | ) | (7,184 | ) | ||||||
Loss on sale or disposal of property, plant and equipment | (2,422 | ) | (998 | ) | (2,123 | ) | |||||
Insurance settlement | 897 | 1,000 | 2,881 | ||||||||
Miscellaneous income (expense) | 1,139 | (681 | ) | (169 | ) | ||||||
Total | $ | (5,684 | ) | $ | (35,269 | ) | $ | (120,823 | ) | ||
(a) | The increase in environmental liabilities for disposed operations in 2016, 2015 and 2014 of $5.3 million, $6.9 million and $70.1 million, respectively, reflects an increase to the estimates for the assessment, remediation and long-term monitoring and maintenance of the Company’s disposed operations sites over the next 20 years. See Note 14 — Liabilities for Disposed Operations for additional information. |
(b) | The Company is subject to certain legal requirements relating to the provision of annual financial assurance regarding environmental remediation and post closure care at certain disposed sites. To comply with these requirements, the Company purchased surety bonds from an insurer, with the Company’s repayment obligations (if the bonds are drawn upon) secured by the issuance of a letter of credit by the Company’s revolving credit facility lender. As a result of the Separation and the Company’s obligations to procure financial assurance annually for the foreseeable future, the Company recorded a corresponding increase to liabilities for disposed operations. See Note 14 — Liabilities for Disposed Operations and Note 18 — Guarantees for additional information. |
(c) | In light of the persistent imbalance of supply and demand in the cellulose specialties markets, on July 30, 2015, the Company announced a strategic asset repositioning at its Jesup, Georgia plant to better align its production assets to current market conditions, improve efficiency and restore commodity production throughput to approach historical levels. This repositioning resulted in the abandonment of certain long-lived assets, primarily at the Jesup plant. As a result, the abandoned assets were written down to salvage value and a $28.5 million pre-tax, non-cash impairment charge was recorded during the second quarter of 2015. The abandonment led management to conduct an impairment analysis on all long-lived assets being held and used on a combined plant level. Based on the impairment analysis performed, management concluded the assets were recoverable. |
In 2014, the Company determined certain pieces of property associated with its disposed operations should be assessed for impairment based on recent changes to remediation plans at four of its disposed operations sites. As a result, the Company concluded the land values were impaired and reduced the carrying value of those properties by approximately $7.2 million.
13. Income Taxes
Provision for Income Taxes
The provision for income taxes for periods prior to the Separation has been computed as if the Company were a stand-alone company.
F- 22
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
The provision for income taxes consisted of the following:
2016 | 2015 | 2014 | |||||||||
Current | |||||||||||
Federal | $ | 5,516 | $ | (37,561 | ) | $ | (42,183 | ) | |||
State and other | 368 | 197 | (305 | ) | |||||||
5,884 | (37,364 | ) | (42,488 | ) | |||||||
Deferred | |||||||||||
Federal | (44,488 | ) | 11,073 | 34,301 | |||||||
State and other | (711 | ) | (1,316 | ) | 641 | ||||||
(45,199 | ) | 9,757 | 34,942 | ||||||||
Changes in valuation allowance | — | — | (1,270 | ) | |||||||
Total | $ | (39,315 | ) | $ | (27,607 | ) | $ | (8,816 | ) | ||
A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate was as follows:
2016 | 2015 | 2014 | ||||||
U.S. federal statutory income tax rate | 35.0 | % | 35.0 | % | 35.0 | % | ||
Domestic manufacturing production deduction (a) | — | (4.2 | ) | (14.4 | ) | |||
Cellulosic Biofuel Producer Credit reserve reversal | — | — | (11.8 | ) | ||||
State credits | (0.8 | ) | (0.9 | ) | (2.9 | ) | ||
Nondeductible executive compensation | 0.6 | 1.2 | 2.4 | |||||
Research credit adjustment | — | — | 2.4 | |||||
Adjustment to prior tax returns | — | — | 2.7 | |||||
Change in valuation allowance | — | — | 3.1 | |||||
Nondeductible transaction costs | — | — | 4.0 | |||||
Change in state rate | — | 1.4 | — | |||||
Other | 0.1 | 0.8 | 1.3 | |||||
Income tax rate as reported | 34.9 | % | 33.3 | % | 21.8 | % | ||
(a) | The impact of the manufacturing deduction on the effective tax rate was greater in 2014 due to expenses that reduced pre-tax income but were not currently deductible for income tax purposes. The Company anticipates it will have no taxable income for 2016 as a result of higher tax depreciation and a tax accounting method change related to the deductibility of certain repair expenditures. As the manufacturing deduction is limited by taxable income, there is no benefit recognized in the current year. |
F- 23
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
Deferred Taxes
Deferred income taxes result from recording revenues and expenses in different periods for financial reporting versus tax reporting. The nature of the temporary differences and the resulting net deferred tax liability for the two years ended December 31 were as follows:
2016 | 2015 | ||||||
Gross deferred tax assets: | |||||||
Pension, postretirement and other employee benefits | $ | 71,842 | $ | 70,180 | |||
State tax credit carryforwards (a) | 17,967 | 16,498 | |||||
Environmental liabilities | 54,351 | 55,945 | |||||
Capitalized costs | 10,894 | 14,088 | |||||
Federal net operating losses (a) | 8,951 | — | |||||
State net operating losses (a) | 3,102 | 3,204 | |||||
Total gross deferred tax assets | 167,107 | 159,915 | |||||
Less: Valuation allowance | (20,821 | ) | (19,702 | ) | |||
Total deferred tax assets after valuation allowance | 146,286 | 140,213 | |||||
Gross deferred tax liabilities: | |||||||
Accelerated depreciation (b) | (92,287 | ) | (41,006 | ) | |||
Other | (2,753 | ) | (1,787 | ) | |||
Total gross deferred tax liabilities | (95,040 | ) | (42,793 | ) | |||
Net deferred tax asset | $ | 51,246 | $ | 97,420 | |||
(a) | The following relates to tax credit carryforwards and net operating losses as of December 31, 2016: |
Gross Amount | Tax Effected | Valuation Allowance | Expiration | ||||||||||
State tax credit carryforwards | $ | 17,967 | $ | 17,967 | $ | 17,719 | 2018 - 2025 | ||||||
State net operating losses | 81,861 | 3,102 | 3,102 | 2016 - 2033 | |||||||||
Federal net operating losses | 25,573 | 8,951 | — | 2036 | |||||||||
(b) In 2016, the Company’s tax depreciation was higher than normal due to the timing of certain assets’ place-in-service dates and tax accounting method change for repair expenditures disclosed above.
Unrecognized Tax Benefits
In accordance with generally accepted accounting principles, the Company recognizes the impact of a tax position if a position is “more likely than not” to prevail. As of December 31, 2016, there were no unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company records interest (and penalties, if applicable) related to unrecognized tax benefits in non-operating expenses. During the years ended December 31, 2016, 2015 and 2014, the Company did not record any interest or penalties. A reconciliation of the beginning and ending unrecognized tax benefits for the years ended December 31 is as follows:
2016 | 2015 | 2014 | |||||||||
Balance at January 1, | $ | — | $ | — | $ | 4,767 | |||||
Decreases related to prior year tax positions | — | — | (4,767 | ) | |||||||
Increases related to prior year tax positions | — | — | — | ||||||||
Balance at December 31, | $ | — | $ | — | $ | — | |||||
F- 24
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
During 2014, the Company received a resolution from the Internal Revenue Service regarding Rayonier’s amended 2009 tax return. As a result, the Company reversed the $4.8 million uncertain tax liability recorded in 2013 related to an increased domestic production deduction on the Rayonier amended 2009 tax return due to the inclusion of the Cellulosic Biofuel Producer Credit income.
Tax Statutes
The following table provides detail of tax years that remain open to examination by significant taxing jurisdictions:
Taxing Jurisdiction | Open Tax Years |
U.S. Internal Revenue Service | 2013 - 2016 |
State of Florida | 2013 - 2016 |
Tax Matters Agreement
In connection with the Separation, the Company entered into a tax matters agreement with Rayonier. The agreement governs the parties’ respective rights, responsibilities and obligations with respect to taxes for any period (or portion thereof) ending on or before or straddling the Separation. Generally, Rayonier Advanced Materials is liable for all pre-separation U.S. federal income taxes, state taxes and non-income taxes attributable to Rayonier’s performance fibers business.
14. Liabilities for Disposed Operations
Under the terms of the Separation, the Company assumed certain environmental liabilities not included in the Company’s historical combined financial statements, which were previously managed by Rayonier. These environmental liabilities relate to previously disposed operations, which include Rayonier’s Port Angeles, Washington dissolving pulp mill that was closed in 1997 and other sites in Washington; Rayonier’s wholly owned subsidiary, Southern Wood Piedmont Company (“SWP”), which ceased operations other than environmental investigation and remediation activities in 1989; and other miscellaneous assets held for disposition. SWP owns or has liability for ten inactive former wood treating sites that are subject to the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) and/or other similar federal or state statutes relating to the investigation and remediation of environmentally-impacted sites.
The Company records accruals for environmental liabilities based on its current interpretation of environmental laws and regulations when it is probable a liability has been incurred and the amount of such liability is estimable. The Company calculates estimates based on a number of factors, including the application and interpretation of current environmental laws, regulations and other requirements; reports and advice of internal and third-party environmental specialists; and management’s knowledge and experience with these and similar types of environmental matters. These estimates include potential costs for investigation, assessment, remediation, ongoing operation and maintenance (where applicable), and post-remediation monitoring of the sites, on an undiscounted basis, generally for a period of 20 years, as well as the costs of legally-required financial assurance relating to the Company’s obligations. These environmental liabilities do not include potential third-party recoveries to which the Company may be entitled unless they are probable and estimable.
F- 25
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table provides detail, by site, for specific sites where current estimates exceed 10 percent of the total liabilities for disposed operations at December 31, 2016 and 2015. An analysis of the activity for the years ended December 31, 2016 and 2015 is as follows:
December 31, 2014 Liability | Expenditures | Increase (Decrease) to Liabilities | December 31, 2015 Liability | Expenditures | Increase (Decrease) to Liabilities | December 31, 2016 Liability | |||||||||||||||||||||
Augusta, Georgia | $ | 22,207 | $ | (1,187 | ) | $ | 1,861 | $ | 22,881 | $ | (1,206 | ) | $ | 1,212 | $ | 22,887 | |||||||||||
Spartanburg, South Carolina | 18,984 | (933 | ) | (575 | ) | 17,476 | (792 | ) | (4,904 | ) | 11,780 | ||||||||||||||||
Baldwin, Florida | 24,528 | (838 | ) | 3,270 | 26,960 | (3,019 | ) | 2,831 | 26,772 | ||||||||||||||||||
Other SWP sites | 37,397 | (1,731 | ) | 226 | 35,892 | (1,495 | ) | 4,799 | 39,196 | ||||||||||||||||||
Total SWP | 103,116 | (4,689 | ) | 4,782 | 103,209 | (6,512 | ) | 3,938 | 100,635 | ||||||||||||||||||
Port Angeles, Washington | 39,913 | (1,040 | ) | 532 | 39,405 | (809 | ) | 714 | 39,310 | ||||||||||||||||||
All other sites | 13,700 | (546 | ) | 1,616 | 14,770 | (2,451 | ) | 646 | 12,965 | ||||||||||||||||||
Total | $ | 156,729 | $ | (6,275 | ) | $ | 6,930 | $ | 157,384 | $ | (9,772 | ) | $ | 5,298 | $ | 152,910 | |||||||||||
Less: Current portion | (7,241 | ) | (12,034 | ) | (13,781 | ) | |||||||||||||||||||||
Non-Current portion | $ | 149,488 | $ | 145,350 | $ | 139,129 | |||||||||||||||||||||
A brief description of each of these sites is as follows:
Augusta, Georgia — SWP operated a wood treatment plant at this site from 1928 to 1988. Remediation activities currently consist primarily of groundwater recovery and treatment. Current cost estimates and the corresponding liability could vary if recovery or discharge volumes change or if changes to current remediation activities are required in the future. As a result of spending, the Company increased its estimated liability by $1.2 million and $1.9 million in December 31, 2016 and 2015, respectively, to maintain a 20 year projection of costs in the liability. Total spending related to the site as of December 31, 2016 was $72.5 million. Liabilities are recorded to cover obligations for the estimated remaining remedial, monitoring activities and financial assurance costs through 2036.
Spartanburg, South Carolina — SWP operated a wood treatment plant at this site from 1925 to 1989. Remediation activities consist primarily of groundwater recovery and treatment. In 2012, SWP entered into a consent decree with the South Carolina Department of Health and Environmental Control (“DHEC”) which governs future investigatory and assessment activities at the site and for potential off-site contamination. Depending on the results of this investigation and assessment, additional remedial actions may be required in the future and, therefore, current cost estimates and the corresponding liability could change. In 2016, the Company decreased its estimated liability by $4.9 million primarily due to expected lower estimated costs for addressing certain off-site areas based on the results of a study performed by the Company and approved by DHEC. In 2015, the Company decreased its estimated liability by $0.6 million primarily due to expected lower costs for operating, monitoring and maintenance activities. Total spending related to the site as of December 31, 2016 was $43.5 million. Liabilities are recorded to cover obligations for the estimated remaining assessment, remediation and monitoring activities and financial assurance costs through 2036.
Baldwin, Florida — SWP operated a wood treatment plant at this site from 1954 to 1987. This site operates under a 10-year hazardous waste permit issued pursuant to the RCRA. The site’s most recent permit is currently in the renewal process. The current remediation activities primarily consist of groundwater recovery and treatment. Additionally, the investigation and assessment of other potential areas of concern, on and off-site, are ongoing. Additional remedial activities may be necessary in the future and, therefore, current cost estimates and the corresponding liability could change. In 2016, the Company increased its estimated liability by $2.8 million primarily due to additional expected remediation costs and to maintain its liability at the 20 year projected level as a result of current year spending. In 2015, the Company increased its estimated liability by $3.3 million primarily due to additional projected financial assurance costs and to maintain its liability at the 20 year projected level as a result of current year spending. Total spending as of December 31, 2016 was $26.7 million. Liabilities are recorded to cover obligations for the estimated remaining assessment, remedial, monitoring activities and financial assurance costs through 2036.
Port Angeles, Washington — Rayonier operated a dissolving pulp mill at this site from 1930 until 1997. The plant site and the adjacent marine areas (a portion of Port Angeles harbor) have been in various stages of the assessment process under the Washington Model Toxics Control Act (“MTCA”) since 2000, and several voluntary interim soil clean-up actions have been performed during this time. In addition, the Company may be liable under CERCLA for “natural resource damages” caused by
F- 26
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
releases from the site. As a result of an agreed order with the Washington State Department of Ecology (“Ecology”), the remainder of the MTCA regulatory process will be completed on a set timetable, subject to approval of all reports and studies by Ecology. Upon completion of all work required under the agreed order and negotiation of an approved remedy, additional remedial measures for the site and off-site areas may be necessary and, as a result, current cost estimates and the corresponding liability could change. In 2016 and 2015, the Company increased the estimated liability by $0.7 million and $0.5 million, respectively, to maintain its liability at the 20 year projected level as a result of current year spending. Total spending related to the site as of December 31, 2016 was $46.9 million. Liabilities are recorded to cover obligations for the estimable assessment, remediation, monitoring obligations and financial assurance costs through 2036.
In addition to the estimated liabilities, the Company is subject to the risk of reasonably possible additional liabilities in excess of the established liabilities due to potential changes in circumstances and future events, including, without limitation, changes to current laws and regulations; changes in governmental agency personnel, direction, philosophy or enforcement policies; developments in remediation technologies; increases in the cost of remediation, operation, maintenance and monitoring of its disposed operations sites and providing financial assurance relating thereto; changes in the volume, nature or extent of contamination to be remediated or monitoring to be undertaken; the outcome of negotiations with governmental agencies or non-governmental parties; and changes in accounting rules or interpretations. Based on information available as of December 31, 2016, the Company estimates this exposure could range up to approximately $66 million, although no assurances can be given that this amount will not be exceeded given the factors described above. These potential additional costs are attributable to several of the above sites and other applicable liabilities. This estimate excludes liabilities which would otherwise be considered reasonably possible but for the fact that they are not currently estimable primarily due to the factors discussed above.
Subject to the previous paragraph, the Company believes established liabilities are sufficient for probable costs expected to be incurred over the next 20 years with respect to its disposed operations. However, no assurances are given they will be sufficient for the reasons described above, and additional liabilities could have a material adverse effect on the Company’s financial position, results of operations and cash flows.
15. Incentive Stock Plans
The Rayonier Advanced Materials Incentive Stock Plan (“the Stock Plan”) provides for up to 5.2 million shares of stock to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock and restricted stock units, subject to certain limitations. At December 31, 2016, approximately 1.8 million shares were available for future grants under the Stock Plan.
In connection with the separation from Rayonier, incentive stock options, performance shares and restricted stock awards issued to employees and directors under the Rayonier Incentive Stock Plan prior to the Distribution were adjusted or converted, as applicable, into new awards using formulas generally designed to preserve the value of the awards immediately prior to the Distribution.
The Employee Matters Agreement between Rayonier and the Company, which was executed in connection with the Distribution and filed with the Form 10, describes how the Rayonier stock awards were treated. Refer to the respective sections below for a summary of how each type of award was converted through the Distribution.
The Company recognizes stock-based compensation expense on a straight-line basis over the service period of the award. The Company’s total stock based compensation cost, including allocated amounts, for the years ended December 31, 2016, 2015 and 2014 was $7.2 million, $10.0 million and $8.7 million, respectively. These amounts may not reflect the cost of current or future equity awards. Amounts for periods prior to the Separation may not reflect results the Company would have experienced, or expect to experience, as an independent, publicly traded company.
F- 27
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
Total stock-based compensation expense was allocated for the years ended December 31 as follows:
2016 | 2015 | 2014 | |||||||||
Selling, general and administrative expenses | $ | 6,330 | $ | 8,124 | $ | 7,763 | |||||
Cost of sales | 887 | 1,868 | 975 | ||||||||
Total stock-based compensation expense | $ | 7,217 | $ | 9,992 | $ | 8,738 | |||||
The Company’s employee stock option compensation program generally provides accelerated vesting (i.e., a waiver of the remaining period of service required to earn an award) for awards held by employees at the time of their retirement. Stock-based compensation expense for stock option awards is recognized over the shorter of: (1) the service period (i.e., the stated period of time required to earn the award); or (2) the period beginning at the start of the service period and ending when an employee first becomes eligible for retirement.
Fair Value Calculations by Award
All restricted stock and performance share awards are presented for Rayonier Advanced Materials stock only. Option awards include Rayonier Advanced Materials awards held by Rayonier employees.
Non-Qualified Employee Stock Options
Stock options are granted with an exercise price equal to the market value of the underlying stock on the grant date. They generally vest ratably over three years and have a maximum term of 10 years and two days from the grant date.
The fair value of each option grant is estimated on the grant date using the Black-Scholes option-pricing model. All stock option awards granted prior to the Distribution were valued based on Rayonier’s share price and assumptions. For all options granted before the Separation, the expected volatility is based on historical volatility for each grant and is calculated using the historical change in the daily market price of Rayonier’s underlying stock over the expected life of the award. No options have been granted since the Separation. The Company has elected to value each grant in total and recognize the expense for stock options on a straight-line basis over three years.
During the years ended December 31, 2016 and 2015 no options were granted. The following chart provides a tabular overview of the weighted average assumptions and related fair value calculations of options granted for the year ended December 31, 2014:
2014 | |||
Expected volatility | 40.1 | % | |
Dividend yield | 4.2 | % | |
Risk-free rate | 2.2 | % | |
Expected life (in years) | 6.3 | ||
Fair value per share of options granted | $ | 9.31 | |
Fair value of options granted | $ | 90 | |
F- 28
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
A summary of the Company’s stock option activity is presented below for the year ended December 31, 2016:
Stock Options | ||||||||||||
Options | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | |||||||||
Outstanding at January 1, 2016 | 441,615 | $ | 31.67 | |||||||||
Forfeited | (1,435 | ) | 36.55 | |||||||||
Exercised | — | — | ||||||||||
Expired | (41,168 | ) | 29.81 | |||||||||
Outstanding at December 31, 2016 | 399,012 | $ | 31.85 | 4.2 | $ | — | ||||||
Options vested and expected to vest | 399,012 | $ | 31.85 | 4.2 | $ | — | ||||||
Options exercisable at December 31, 2016 | 374,702 | $ | 31.53 | 4.0 | $ | — | ||||||
A summary of additional information pertaining to stock options granted to employees is presented below:
2016 | 2015 | 2014 | |||||||||
Intrinsic value of options exercised | $ | — | $ | — | $ | 320 | |||||
Fair value of options vested | $ | 444 | $ | 717 | $ | 90 | |||||
Restricted Stock
As a result of the Separation, holders of Rayonier restricted stock, including Rayonier non-employee directors, retained those awards and also received one share of Company restricted stock for every three shares of Rayonier restricted stock held prior to the Separation. The adjusted awards resulted in incremental compensation expense of $2.3 million to be recognized over a two year period following the Distribution.
Restricted stock granted in connection with the Company’s performance share plan generally vests upon completion of a one to four year period. The fair value of each share granted is equal to the share price of the underlying stock on the date of grant. As of December 31, 2016, there was $4.3 million of unrecognized compensation cost related to the Company’s outstanding restricted stock. This cost is expected to be recognized over a weighted average period of 1.7 years.
F- 29
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table summarizes the activity of restricted shares granted to employees for the three years ended December 31:
2016 | 2015 | 2014 | |||||||||
Restricted shares granted | 598,219 | 277,298 | 172,894 | ||||||||
Weighted average price of restricted shares granted | $ | 8.03 | $ | 20.83 | $ | 41.51 | |||||
Intrinsic value of restricted stock outstanding | $ | 10,326 | $ | 3,763 | $ | 3,235 | |||||
Fair value of restricted stock vested | $ | 5,890 | $ | 690 | $ | 100 | |||||
A summary of the Company’s restricted stock activity is presented below for the year ended December 31, 2016:
Restricted Stock | ||||||
Awards | Weighted Average Grant Date Fair Value | |||||
Outstanding at January 1, 2016 | 384,383 | $ | 28.41 | |||
Granted | 598,219 | 8.03 | ||||
Forfeited | (147,958 | ) | 12.08 | |||
Vested | (166,745 | ) | 35.45 | |||
Outstanding at December 31, 2016 | 667,899 | $ | 11.97 | |||
Performance Share Awards
The Company’s performance share awards generally vest upon completion of a three-year period. The number of shares, if any, that are ultimately awarded is contingent upon the Company’s performance against an internal performance metric or a combination of an internal metric and a market condition. Performance under the Company’s 2014 award is determined by comparing the Company’s total shareholder return versus selected peer group companies.
Company awards which are measured against a market condition or incorporate market conditions are valued using a Monte Carlo simulation model. The model generates the fair value of the market-based award or market-based portion of the award at the grant date. The related expense is then amortized over the award’s vesting period.
As of December 31, 2016, there was $7.6 million of unrecognized compensation cost related to the Company’s performance share awards. This cost is expected to be recognized over a weighted average period of 1.6 years.
The following table summarizes the activity of the Company’s performance share units granted to its employees for the three years ended December 31:
2016 | 2015 | 2014 | |||||||||||||
Performance-Based Stock Units | Performance-Based Stock Units | Performance-Based Stock Units | Performance-Based Restricted Stock | ||||||||||||
Common shares of stock reserved for performance shares | 1,304,419 | 422,920 | 95,952 | 286,737 | |||||||||||
Weighted average fair value of performance share units granted | $ | 7.79 | $ | 17.51 | $ | 42.27 | $ | 40.41 | |||||||
Intrinsic value of outstanding performance share units | $ | 8,169 | $ | 2,070 | $ | 1,070 | $ | 3,197 | |||||||
F- 30
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
A summary of the Company’s performance-share activity is presented below for the year ended December 31, 2016:
Performance-Based Stock Units | Performance-Based Restricted Stock | ||||||||||||
Awards | Weighted Average Grant Date Fair Value | Awards | Weighted Average Grant Date Fair Value | ||||||||||
Outstanding at January 1, 2016 | 211,460 | $ | 17.51 | 141,698 | $ | 40.76 | |||||||
Granted | 610,100 | 7.79 | — | — | |||||||||
Forfeited | (102,669 | ) | 9.76 | — | — | ||||||||
Canceled | — | — | (13,660 | ) | 38.07 | ||||||||
Outstanding at December 31, 2016 | 718,891 | $ | 10.05 | 128,038 | $ | 41.05 | |||||||
The expected volatility is based on representative price returns using the stock price of several peer companies. The risk-free rate was based on the 3-year U.S. treasury rate on the date of the award. The following chart provides a tabular overview of the weighted average assumptions used in calculating the fair value of the awards granted for the three years ended December 31:
2016 | 2015 | 2014 | ||||||
Expected volatility | 74.3 | % | 17.3 | % | 16.9 | % | ||
Risk-free rate | 1.0 | % | 1.0 | % | 0.7 | % | ||
16. Employee Benefit Plans
Defined Benefit Plans
The Company has a qualified non-contributory defined benefit pension plan covering approximately half of its employees and an unfunded plan that provides benefits in excess of amounts allowable in the qualified plans under current tax law. Both the qualified plan and the unfunded excess plan are closed to new participants. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.
F- 31
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following tables set forth the changes in the projected benefit obligation and plan assets and reconciles the funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement plans for the two years ended December 31:
Pension | Postretirement | ||||||||||||||
Change in Projected Benefit Obligation | 2016 | 2015 | 2016 | 2015 | |||||||||||
Projected benefit obligation at beginning of year | $ | 405,033 | $ | 409,356 | $ | 26,959 | $ | 26,568 | |||||||
Service cost | 5,225 | 5,977 | 808 | 1,006 | |||||||||||
Interest cost | 15,915 | 15,228 | 871 | 919 | |||||||||||
Actuarial loss (gain) | 7,416 | (7,073 | ) | (940 | ) | (2,049 | ) | ||||||||
Plan amendments (a) | — | — | — | 1,321 | |||||||||||
Employee contributions | — | — | 335 | 361 | |||||||||||
Benefits paid | (19,110 | ) | (18,455 | ) | (1,195 | ) | (1,167 | ) | |||||||
Projected benefit obligation at end of year | $ | 414,479 | $ | 405,033 | $ | 26,838 | $ | 26,959 | |||||||
Change in Plan Assets | |||||||||||||||
Fair value of plan assets at beginning of year | $ | 266,155 | $ | 291,087 | $ | — | $ | — | |||||||
Actual return on plan assets | 18,933 | (6,627 | ) | — | — | ||||||||||
Employer contributions | 12,276 | 2,312 | 860 | 806 | |||||||||||
Employee contributions | — | — | 335 | 361 | |||||||||||
Benefits paid | (19,110 | ) | (18,455 | ) | (1,195 | ) | (1,167 | ) | |||||||
Other expense | (2,299 | ) | (2,162 | ) | — | — | |||||||||
Fair value of plan assets at end of year | $ | 275,955 | $ | 266,155 | $ | — | $ | — | |||||||
Funded Status at End of Year: | |||||||||||||||
Net accrued benefit cost | $ | (138,524 | ) | $ | (138,878 | ) | $ | (26,838 | ) | $ | (26,959 | ) | |||
Pension | Postretirement | ||||||||||||||
Amounts recognized in the Consolidated Balance Sheets consist of: | 2016 | 2015 | 2016 | 2015 | |||||||||||
Non-current assets | $ | — | $ | — | $ | — | $ | — | |||||||
Current liabilities | (2,293 | ) | (2,268 | ) | (1,340 | ) | (1,485 | ) | |||||||
Non-current liabilities | (136,231 | ) | (136,610 | ) | (25,498 | ) | (25,474 | ) | |||||||
Net amount recognized | $ | (138,524 | ) | $ | (138,878 | ) | $ | (26,838 | ) | $ | (26,959 | ) | |||
Net gains or losses recognized in other comprehensive income for the three years ended December 31 are as follows:
Pension | Postretirement | ||||||||||||||||||||||
2016 | 2015 | 2014 | 2016 | 2015 | 2014 | ||||||||||||||||||
Net (losses) gains | $ | 14,101 | $ | (24,950 | ) | $ | (49,577 | ) | $ | (1,184 | ) | $ | 759 | $ | (3,807 | ) | |||||||
F- 32
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
Net gains or losses and prior service costs or credits reclassified from other comprehensive income and recognized as a component of pension and postretirement expense for the three years ended December 31 are as follows:
Pension | Postretirement | ||||||||||||||||||||||
2016 | 2015 | 2014 | 2016 | 2015 | 2014 | ||||||||||||||||||
Amortization of losses | $ | 11,343 | $ | 13,434 | $ | 7,620 | $ | 238 | $ | 676 | $ | 597 | |||||||||||
Amortization of prior service (credit) cost | 761 | 750 | 1,161 | (139 | ) | (158 | ) | (265 | ) | ||||||||||||||
Net losses, prior service costs or credits and plan amendments that have not yet been included in pension and postretirement expense for the two years ended December 31, which have been recognized as a component of AOCI are as follows:
Pension | Postretirement | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Prior service cost | $ | (3,015 | ) | $ | (3,776 | ) | $ | (2 | ) | $ | 27 | ||||
Net losses | (164,277 | ) | (161,519 | ) | (7,121 | ) | (8,585 | ) | |||||||
Plan amendment | — | — | 1,644 | 1,797 | |||||||||||
Deferred income tax benefit | 60,684 | 59,975 | 2,007 | 2,461 | |||||||||||
AOCI | $ | (106,608 | ) | $ | (105,320 | ) | $ | (3,472 | ) | $ | (4,300 | ) | |||
For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years ended December 31:
2016 | 2015 | ||||||
Projected benefit obligation | $ | 440,339 | $ | 431,992 | |||
Accumulated benefit obligation | 427,755 | 417,397 | |||||
Fair value of plan assets | 275,955 | 266,155 | |||||
The following tables set forth the components of net pension and postretirement benefit cost that have been recognized during the three years ended December 31:
Pension | Postretirement | ||||||||||||||||||||||
Components of Net Periodic Benefit Cost | 2016 | 2015 | 2014 | 2016 | 2015 | 2014 | |||||||||||||||||
Service cost | $ | 5,225 | $ | 5,977 | $ | 4,099 | $ | 808 | $ | 1,006 | $ | 798 | |||||||||||
Interest cost | 15,915 | 15,228 | 11,379 | 871 | 919 | 916 | |||||||||||||||||
Expected return on plan assets | (23,320 | ) | (23,234 | ) | (18,333 | ) | — | — | — | ||||||||||||||
Amortization of prior service (credit) cost | 761 | 750 | 1,161 | (139 | ) | (158 | ) | (265 | ) | ||||||||||||||
Amortization of losses | 11,343 | 13,434 | 7,620 | 238 | 676 | 597 | |||||||||||||||||
Net periodic benefit cost (a) | $ | 9,924 | $ | 12,155 | $ | 5,926 | $ | 1,778 | $ | 2,443 | $ | 2,046 | |||||||||||
(a) | A portion of the net periodic benefit cost is recorded in cost of goods sold in the Consolidated Statements of Income. |
The estimated pre-tax amounts that will be amortized from AOCI into net periodic benefit cost in 2017 are as follows:
Pension | Postretirement | ||||||
Amortization of loss | $ | 11,209 | $ | 391 | |||
Amortization of prior service cost | 761 | (151 | ) | ||||
Total amortization of AOCI loss | $ | 11,970 | $ | 240 | |||
F- 33
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
Beginning in 2017, the Company will change the method used to determine the service and interest cost components of net periodic benefit cost. Previously, the cost was determined using a single weighted-average discount rate derived from the yield curve. Under the new method, known as the spot rate approach, individual spot rates along the yield curve that correspond with the timing of each benefit payment will be used. The Company believes this change will provide a more precise measurement of service and interest costs by improving the correlation between projected cash outflows and corresponding spot rates on the yield curve. This change does not affect the measurement of plan obligations but generally results in lower pension expense in periods where the yield curve is upward sloping. The Company will account for this change prospectively as a change in accounting estimate.
The following table sets forth the principal assumptions inherent in the determination of benefit obligations and net periodic benefit cost of the pension and postretirement benefit plans as of December 31:
Pension | Postretirement | ||||||||||||||||
2016 | 2015 | 2014 | 2016 | 2015 | 2014 | ||||||||||||
Assumptions used to determine benefit obligations at December 31: | |||||||||||||||||
Discount rate | 3.88 | % | 4.03 | % | 3.71 | % | 3.85 | % | 3.98 | % | 3.65 | % | |||||
Rate of compensation increase | 4.10 | % | 4.45 | % | 4.50 | % | 4.50 | % | 4.50 | % | 4.50 | % | |||||
Assumptions used to determine net periodic benefit cost for years ended December 31: | |||||||||||||||||
Discount rate | 4.03 | % | 3.71 | % | 4.04 | % | 3.98 | % | 3.65 | % | 4.00 | % | |||||
Expected long-term return on plan assets | 8.50 | % | 8.50 | % | 8.50 | % | n/a | n/a | n/a | ||||||||
Rate of compensation increase | 4.10 | % | 4.45 | % | 4.50 | % | 4.50 | % | 4.50 | % | 4.50 | % | |||||
The expected return on plan assets remained at 8.5 percent for the year ended December 31, 2016. The estimated return is based on historical and expected long-term rates of return on broad equity and bond indices and consideration of the actual annualized rate of return. The Company, with the assistance of external consultants, utilizes this information in developing assumptions for returns, and risks and correlation of asset classes, which are then used to establish the asset allocation ranges. Beginning in 2017, the Company will reduce the expected long-term rate of return on plan assets to 7.75 percent.
The following table sets forth the assumed health care cost trend rates as of December 31:
Postretirement | |||||
2016 | 2015 | ||||
Health care cost trend rate assumed for next year | 8.00 | % | 7.00 | % | |
Rate to which the cost trend is assumed to decline (ultimate trend rate) | 5.00 | % | 5.00 | % | |
Year that ultimate trend rate is reached | 2026 | 2019 | |||
Assumed health care cost trend rates have a significant effect on the amounts reported for the postretirement benefit plans. The following table shows the effect of a one percentage point change in assumed health care cost trends:
1 Percent | |||||||
Effect on: | Increase | Decrease | |||||
Total of service and interest cost components | $ | 179 | $ | (149 | ) | ||
Accumulated postretirement benefit obligation | 1,861 | (1,588 | ) | ||||
F- 34
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
Investment of Plan Assets
The Company’s pension plan asset allocation at December 31, 2016 and 2015, and target allocation ranges by asset category are as follows:
Percentage of Plan Assets | Target Allocation Range | ||||||
Asset Category | 2016 | 2015 | |||||
Domestic equity securities | 41 | % | 41 | % | 35-45% | ||
International equity securities | 24 | % | 24 | % | 20-30% | ||
Domestic fixed income securities | 27 | % | 27 | % | 25-29% | ||
International fixed income securities | 5 | % | 5 | % | 3-7% | ||
Real estate fund | 3 | % | 3 | % | 2-4% | ||
Total | 100 | % | 100 | % | |||
The Company’s Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the pension plans’ investment program which is designed to maximize returns and provide sufficient liquidity to meet plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by allocating the plans’ assets among asset categories and selecting investment managers whose various investment methodologies will be minimally correlative with each other. Investments within the equity categories may include large capitalization, small capitalization and emerging market securities, while the international fixed income portfolio may include emerging markets debt. Pension assets did not include a direct investment in Rayonier Advanced Materials common stock at December 31, 2016 or 2015.
Fair Value Measurements
The following table sets forth by level, within the fair value hierarchy (see Note 1 — Basis of Presentation and New Accounting Pronouncements to the Consolidated Financial Statements for definition), the assets of the plans as of December 31, 2016 and 2015.
Fair Value at December 31, 2016 | |||||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Mutual funds | $ | 76,757 | $ | — | $ | — | $ | 76,757 | |||||||
Investments at net asset value: | |||||||||||||||
Common collective trust funds | 199,198 | ||||||||||||||
Total assets at fair value | $ | 275,955 | |||||||||||||
Fair Value at December 31, 2015 | |||||||||||||||
Asset Category | Level 1 | Level 2 | Level 3 | Total | |||||||||||
Mutual funds | $ | 73,882 | $ | — | $ | — | $ | 73,882 | |||||||
Investments at net asset value: | |||||||||||||||
Common collective trust funds | 192,273 | ||||||||||||||
Total assets at fair value | $ | 266,155 | |||||||||||||
The valuation methodology used for measuring the fair value of these asset categories was as follows:
Mutual funds — Net asset value in an observable market.
F- 35
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
Common collective trust funds — Common collective trusts are measured at NAV per share, as a practical expedient for fair value, as provided by the Plan trustee. The NAV is calculated by determining the fair value of the fund’s underlying assets, deducting its liabilities, and dividing by the units outstanding as of the valuation date. These funds are not publicly traded; however, the unit price calculation is based on observable market inputs of the funds’ underlying assets.
There have been no changes in the methodology used during the years ended December 31, 2016 and 2015.
Cash Flows
Expected benefit payments for the next ten years are as follows:
Pension Benefits | Postretirement Benefits | ||||||
2017 | $ | 20,787 | $ | 1,340 | |||
2018 | 21,536 | 1,507 | |||||
2019 | 22,242 | 1,445 | |||||
2020 | 22,844 | 1,474 | |||||
2021 | 23,400 | 1,435 | |||||
2022 — 2026 | 122,842 | 7,449 | |||||
The Company has no mandatory pension contribution requirements in 2017, but may make discretionary contributions.
Defined Contribution Plans
The Company provides defined contribution plans to all of its hourly and salaried employees. The Company’s contributions charged to expense for these plans were $5.0 million, $5.2 million and $3.7 million for the years ended December 31, 2016, 2015 and 2014, respectively. Rayonier Advanced Materials Hourly and Salaried Defined Contribution Plans include Rayonier Advanced Materials common stock with a fair market value of $16.4 million at December 31, 2016.
17. Contingencies
The Company is engaged in various legal and regulatory actions and proceedings, and has been named as a defendant in various lawsuits and claims arising in the ordinary course of its business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, the Company has in certain cases retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance and general liability. These other lawsuits and claims, either individually or in aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.
The Company currently employs approximately 1,200 people, nearly all of whom are in the United States. As of December 31, 2016, approximately 65 percent of the work force is unionized. As a result, the Company is required to negotiate wages, benefits and other terms with unionized employees collectively.
The collective bargaining agreements at the Company’s Jesup, Georgia plant, which cover approximately 48 percent of the Company’s work force, will expire on June 30, 2017. The Company is currently negotiating new agreements. Based on past experience, the Company expects to be able to reach an agreement with the labor unions; however, if the Company is unable to negotiate acceptable contracts with any of these unions it could result in strikes or work stoppages which may adversely affect the Company’s financial results. The Company believes relations with its employees are satisfactory.
F- 36
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
18. Guarantees
The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of December 31, 2016, the following financial guarantees were outstanding:
Financial Commitments | Maximum Potential Payment | Carrying Amount of Liability | |||||
Standby letters of credit (a) | $ | 20,505 | $ | 56,334 | |||
Surety bonds (b) | 56,201 | 55,199 | |||||
LTF project (c) | 82,400 | — | |||||
Total financial commitments | $ | 159,106 | $ | 111,533 | |||
(a) | The letters of credit primarily provide credit support for surety bonds issued to comply with financial assurance requirements relating to environmental remediation of disposed sites and for credit support of natural gas purchases. The letters of credit will expire during 2017 and will be renewed as required. |
(b) | Rayonier Advanced Materials purchases surety bonds primarily to comply with financial assurance requirements relating to environmental remediation and post closure care and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire at various dates during 2017 and 2019. They are expected to be renewed annually as required. |
(c) | LTF entered into a construction contract to build its lignin manufacturing facility. The Company is a guarantor under the contract and is jointly and severally liable for payment of costs incurred to construct the facility. In the event of default, the Company expects it would only be liable for its proportional share as a result of an agreement with its venture partner. See Note 9 — LignoTech Florida for more information. |
19. Commitments
The Company leases certain buildings, machinery and equipment under various operating leases. Total rental expense for operating leases amounted to $4.5 million, $4.0 million, and $2.1 million in 2016, 2015 and 2014, respectively.
At December 31, 2016, the future minimum payments under non-cancellable operating leases and purchase obligations were as follows:
Operating Leases (a) | Purchase Obligations (b) | ||||||
2017 | $ | 1,813 | $ | 25,154 | |||
2018 | 1,264 | 9,612 | |||||
2019 | 985 | 5,168 | |||||
2020 | 591 | 5,168 | |||||
2021 | 343 | 5,168 | |||||
Thereafter | 89 | 49,471 | |||||
Total | $ | 5,085 | $ | 99,741 | |||
(a) | Operating leases include leases on buildings, machinery and equipment under various operating leases. |
(b) | Purchase obligations primarily consist of payments expected to be made on natural gas, steam energy and wood chips purchase contracts. Obligations reported in the table are estimates and may vary based on changes in actual price and volumes terms. |
F- 37
Rayonier Advanced Materials Inc.
Notes to Consolidated Financial Statements (Continued)
(Dollar amounts in thousands unless otherwise stated)
20. Quarterly Results for 2016 and 2015 (Unaudited)
Quarter Ended | Total Year | ||||||||||||||||||
March 26 | June 27 | September 26 | December 31 | ||||||||||||||||
2016 | |||||||||||||||||||
Net Sales | $ | 217,729 | $ | 213,589 | $ | 206,540 | $ | 230,873 | $ | 868,731 | |||||||||
Gross Margin | 40,238 | 48,803 | 50,543 | 41,689 | 181,273 | ||||||||||||||
Operating Income | 31,920 | 38,569 | 41,437 | 25,721 | 137,647 | ||||||||||||||
Net Income | 20,893 | 19,340 | 21,567 | 11,486 | 73,286 | ||||||||||||||
Basic earnings per share | 0.50 | 0.46 | 0.46 | 0.19 | 1.61 | ||||||||||||||
Diluted earnings per share (a) | 0.49 | 0.46 | 0.44 | 0.18 | 1.55 | ||||||||||||||
Quarter Ended | |||||||||||||||||||
March 28 | June 27 | September 26 | December 31 | Total Year | |||||||||||||||
2015 | |||||||||||||||||||
Net Sales | $ | 221,348 | $ | 220,892 | $ | 257,590 | $ | 241,554 | $ | 941,384 | |||||||||
Gross Margin | 36,872 | 45,021 | 70,169 | 50,392 | 202,454 | ||||||||||||||
Operating Income | 23,946 | 8,585 | 57,962 | 29,030 | 119,523 | ||||||||||||||
Net Income (Loss) | 10,521 | (312 | ) | 32,291 | 12,757 | 55,257 | |||||||||||||
Basic earnings per share | 0.25 | (0.01 | ) | 0.77 | 0.30 | 1.31 | |||||||||||||
Diluted earnings per share | 0.25 | (0.01 | ) | 0.76 | 0.30 | 1.30 | |||||||||||||
(a) | Basic and diluted earnings per share included the impact of dividends on the Company’s Preferred Stock for the quarter ended September 26, 2016 and the quarter and year ended December 31, 2016. As a result of the impact of the Preferred Stock in the third and fourth quarters of 2016, quarterly diluted EPS does not crossfoot to full-year diluted EPS. See Note 10 — Stockholders' Equity (Deficit) for additional information. |
F- 38
Rayonier Advanced Materials Inc.
Schedule II—Valuation and Qualifying Accounts
Years Ended December 31, 2016, 2015, and 2014
(In thousands)
Description | Balance at Beginning of Year | Charged to Cost and Expenses | Deductions | Balance at End of Year | |||||||||||
Allowance for doubtful accounts: | |||||||||||||||
Year ended December 31, 2016 | $ | 151 | $ | — | $ | — | $ | 151 | |||||||
Year ended December 31, 2015 | 151 | — | — | 151 | |||||||||||
Year ended December 31, 2014 | 140 | 11 | — | 151 | |||||||||||
Allowance for sales returns (a): | |||||||||||||||
Year ended December 31, 2016 | $ | — | $ | 523 | $ | — | $ | 523 | |||||||
Deferred tax asset valuation allowance: | |||||||||||||||
Year ended December 31, 2016 | $ | 19,702 | $ | 1,119 | $ | — | $ | 20,821 | |||||||
Year ended December 31, 2015 | 20,517 | — | (815 | ) | 19,702 | ||||||||||
Year ended December 31, 2014 | 24,588 | — | (4,071 | ) | 20,517 | ||||||||||
Self-insurance liabilities: | |||||||||||||||
Year ended December 31, 2016 | $ | 589 | $ | 291 | $ | (452 | ) | $ | 428 | ||||||
Year ended December 31, 2015 (b) | 1,947 | (734 | ) | (624 | ) | 589 | |||||||||
Year ended December 31, 2014 | — | 2,361 | (414 | ) | 1,947 | ||||||||||
(a) | An allowance for sales returns was not required for the years ended December 31, 2015 and 2014. |
(b) | The decrease in the self-insurance liabilities relates to an adjustment based on an annual actuarial review. |
F- 39
Signatures
Pursuant to the requirements of Section 13 or 15(d) 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.
Rayonier Advanced Materials Inc. | ||
(Registrant) | ||
By: | /s/ FRANK A. RUPERTO | |
Frank A. Ruperto Chief Financial Officer and Senior Vice President, Finance and Strategy (Duly Authorized Officer and Principal Financial Officer) | ||
Date: February 24, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
F- 40
Signature | Title | Date | |||
/s/ PAUL G. BOYNTON | Chairman of the Board, President and Chief Executive Officer | February 24, 2017 | |||
Paul G. Boynton (Principal Executive Officer) | |||||
/s/ FRANK A. RUPERTO | Chief Financial Officer and Senior Vice President, Finance and Strategy | February 24, 2017 | |||
Frank A. Ruperto (Principal Financial Officer) | |||||
/s/ JOHN P. CARR | Chief Accounting Officer and Vice President, Controller | February 24, 2017 | |||
John P. Carr (Principal Accounting Officer) | |||||
* | Lead Director | ||||
C. David Brown, II | |||||
* | Director | ||||
Charles E. Adair | |||||
* | Director | ||||
DeLyle W. Bloomquist | |||||
* | Director | ||||
Mark E. Gaumond | |||||
* | Director | ||||
James F. Kirsch | |||||
* | Director | ||||
Lisa M. Palumbo | |||||
* | Director | ||||
Thomas I. Morgan | |||||
* | Director | ||||
Ronald Townsend | |||||
*By: | /s/ FRANK A. RUPERTO | ||||
Frank A. Ruperto (Attorney-In-Fact) | February 24, 2017 | ||||
F- 41
Exhibit Index
The following is a list of Exhibits filed as part of the Form 10-K. The documents incorporated by reference are located in the SEC’s Public Reference Room in Washington D.C. in SEC File no. 001-36285.
As permitted by the rules of the SEC, the Company has not filed certain instruments defining the rights of holders of long-term debt of the Company or consolidated subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any omitted instrument.
Exhibit No. | Description | Location |
2.1 | Separation and Distribution Agreement between Rayonier Advanced Materials Inc. and Rayonier Inc., dated as of May 28, 2014 | Incorporated herein by reference to Exhibit 2.1 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 |
3.1 | Amended and Restated Certificate of Incorporation of Rayonier Advanced Materials Inc. | Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on June 30, 2014 |
3.2 | Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock of Rayonier Advanced Materials Inc., filed with the Secretary of State of the State of Delaware and effective August 10, 2016 | Incorporated herein by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 10, 2016 |
3.3 | Amended and Restated Bylaws of Rayonier Advanced Materials Inc. | Incorporated herein by reference to Exhibit 3.2 to the Registrant’s Form 8-K filed on June 30, 2014 |
4.1 | Indenture among Rayonier A.M. Products Inc., the guarantors party thereto from time to time and Wells Fargo Bank, National Association, as Trustee, dated as of May 22, 2014 | Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Amendment No. 4 to Registration Statement on Form 10 filed on May 29, 2014 |
4.2 | Form of certificate representing the Registrant’s 8.00% Series A Mandatory Convertible Preferred Stock | Incorporated herein by reference to Exhibit A to Exhibit 3.1 to the Registrant’s Form 8-K filed on August 10, 2016 |
10.1 | Transition Services Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. | Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 30, 2014 |
10.2 | Tax Matters Agreement, dated as of June 27, 2014, by and among Rayonier Inc., Rayonier Advanced Materials Inc., Rayonier TRS Holdings Inc. and Rayonier A.M. Products Inc. | Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on June 30, 2014 |
10.3 | Employee Matters Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. | Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Form 8-K filed on June 30, 2014 |
10.4 | Intellectual Property Agreement, dated as of June 27, 2014, by and between Rayonier Inc. and Rayonier Advanced Materials Inc. | Incorporated herein by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on June 30, 2014 |
10.5 | Credit Agreement, dated as of June 24, 2014, among Rayonier A.M. Products Inc., Rayonier Advanced Materials Inc. (following its joinder thereto), the subsidiary loan parties from time to time party thereto (following their joinder thereto), the lenders from time to time party thereto and Bank of America, N.A., as administrative agent | Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Form 8-K filed on June 30, 2014 |
10.6 | Rayonier Advanced Materials Inc. Incentive Stock Plan, as amended effective May 23, 2016* | Incorporated herein by reference to Exhibit C to the Registrant’s Proxy Statement filed on April 8, 2016 |
10.7 | Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Restricted Stock Award Agreement, effective 2015* | Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Form 10-K filed on February 27, 2015 |
10.8 | Description of Rayonier Advanced Materials Inc. 2015 Performance Share Award Program* | Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 10-Q filed on August 6, 2015 |
10.9 | Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Supplemental Terms Applicable to the 2015 Equity Award Grant* | Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Form 10-K filed on February 27, 2015 |
10.10 | Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Supplemental Terms Applicable to the 2016 Equity Award Grant* | Filed herewith |
10.11 | Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Supplemental Terms Applicable to the 2017 Equity Award Grant* | Filed herewith |
10.12 | Description of Rayonier Advanced Materials Inc. 2016 Performance Share Award Program* | Incorporated herein by reference to Exhibit 10.14 to the Registrant’s Form 10-K filed on February 26, 2016 |
10.13 | Description of Rayonier Advanced Materials Inc. 2017 Performance Share Award Program* | Filed herewith |
10.14 | Agreement between Rayonier Advanced Materials Inc. and Paul G. Boynton Regarding Special Stock Grant, dated May 28, 2014* | Incorporated herein by reference to Exhibit 10.6 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 |
10.15 | Amendment dated March 23, 2015 to Agreement between Rayonier Advanced Materials Inc. and Paul G. Boynton Regarding Retention Award* | Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Form 10-Q filed on May 1, 2015 |
10.16 | Rayonier Advanced Materials Inc. Non-Equity Incentive Plan, as amended effective May 23, 2016* | Incorporated herein by reference to Exhibit B to the Registrant’s Proxy Statement filed on April 8, 2016 |
10.17 | Rayonier Advanced Materials Inc. Executive Severance Pay Plan, as amended effective March 1, 2017* | Filed herewith |
10.18 | Rayonier Advanced Materials Inc. Non Change In Control Executive Severance Plan* | Incorporated herein by reference to Exhibit 10.20 to the Registrant’s Form 10-K filed on February 26, 2016 |
10.19 | Trust Agreement for Rayonier Advanced Materials Inc. Legal Resources Trust, dated June 28, 2014, by and between Rayonier Advanced Materials Inc. and Wells Fargo Bank, National Association* | Incorporated herein by reference to Exhibit 10.23 to the Registrant’s Form 10-Q/A filed on September 4, 2014 |
10.20 | Rayonier Advanced Materials Inc. Excess Benefit Plan, effective June 27, 2014* | Incorporated herein by reference to Exhibit 10.24 to the Registrant’s Form 10-Q/A filed on September 4, 2014 |
10.21 | Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan, effective June 28, 2014* | Incorporated herein by reference to Exhibit 10.25 to the Registrant’s Form 10-Q/A filed on September 4, 2014 |
10.22 | Form of Rayonier Advanced Materials Inc. Excess Savings and Deferred Compensation Plan Agreements, effective June 28, 2014* | Incorporated herein by reference to Exhibit 10.18 to the Registrant’s Form 10-K filed on February 27, 2015 |
10.23 | Retirement Plan for Salaried Employees of Rayonier Advanced Materials Inc., effective June 27, 2014* | Incorporated herein by reference to Exhibit 10.26 to the Registrant’s Form 10-Q/A filed on September 4, 2014 |
10.24 | Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective January 1, 2015* | Filed herewith |
10.25 | Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective January 1, 2015* | Filed herewith |
10.26 | Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective January 1, 2016* | Filed herewith |
10.27 | Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective January 1, 2016* | Filed herewith |
10.28 | Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective October 1, 2016* | Filed herewith |
10.29 | Amendment to Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees, effective February 13, 2017* | Filed herewith |
10.30 | Form of Indemnification Agreement between Rayonier Advanced Materials Inc. and individual directors or officers* | Incorporated herein by reference to Exhibit 10.5 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 |
10.31 | Form of Rayonier Advanced Materials Inc. Outside Directors Compensation Program/Cash Deferral Option Agreement* | Incorporated herein by reference to Exhibit 10.22 to the Registrant’s Form 10-K and filed on February 27, 2015 |
10.32 | Chemical Cellulose Purchase and Sale Agreement, effective as of January 1, 2016, between Rayonier A.M. Sales and Technology Inc. and Eastman Chemical Company** | Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 1, 2015 |
10.33 | Amendment No. 1 to Chemical Cellulose Purchase and Sale Agreement by and between Rayonier A.M. Sales and Technology Inc. and Eastman Chemical Company, effective as of November 18, 2017** | Filed herewith |
10.34 | Cellulose Specialties Agreement, effective as of January 1, 2012, by and between Rayonier Performance Fibers, LLC and Nantong Cellulose Fibers Co., Ltd.** | Incorporated herein by reference to Exhibit 10.9 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 |
10.35 | Amendment No. 1 to Cellulose Specialties Agreement, effective as of January 1, 2012, by and between Rayonier Performance Fibers, LLC and Nantong Cellulose Fibers Co., Ltd.** | Incorporated herein by reference to Exhibit 10.10 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 |
10.36 | Amendment No. 2 to Cellulose Specialties Agreement, effective as of December 31, 2014, by and between Rayonier Performance Fibers, LLC and Nantong Cellulose Fibers Co., Ltd.** | Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on October 20, 2014 |
10.37 | Amendment No. 3 to Chemical Cellulose Agreement, dated effective as of January 1, 2016, between Nantong Cellulose Fibers Co., Ltd. and Rayonier A.M. Sales and Technology Inc.** | Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 23, 2015 |
10.38 | Amended and Restated Cellulose Specialties Agreement, effective as of January 1, 2012, by and between Rayonier Performance Fibers, LLC and Daicel Corporation** | Incorporated herein by reference to Exhibit 10.11 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 |
10.39 | Amendment No. 1 to Amended and Restated Cellulose Specialties Agreement, effective as of February 15, 2013, by and between Rayonier Performance Fibers, LLC and Daicel Corporation** | Incorporated herein by reference to Exhibit 10.12 to the Registrant’s Amendment No. 4 to the Registration Statement on Form 10 filed on May 29, 2014 |
10.40 | Amendment No. 2 to Daicel - Rayonier Amended Chemical Specialties Agreement, effective as of January 1, 2016, between Daicel Corporation and Rayonier A.M. Sales and Technology Inc.** | Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 17, 2016 |
12 | Statements re computation of ratios | Filed herewith |
21 | Subsidiaries of the registrant | Filed herewith |
23.1 | Consent of Grant Thornton LLP | Filed herewith |
23.2 | Consent of Ernst & Young LLP | Filed herewith |
24 | Powers of attorney | Filed herewith |
31.1 | Chief Executive Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
31.2 | Chief Financial Officer’s Certification Pursuant to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith |
32 | Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002 | Furnished herewith |
101 | The following financial information from our Annual Report on Form 10-K for the fiscal year ended December 31, 2016, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2016, 2015 and 2014; (ii) the Consolidated Balance Sheets as of December 31, 2016 and 2015; (iii) the Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015 and 2014; and (iv) the Notes to the Consolidated Financial Statements. | Filed herewith |
* Management contract or compensatory plan
** Portions of this exhibit have been omitted pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934