x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
Item
|
|
|
Page
|
|
|
PART I - FINANCIAL INFORMATION
|
|
1.
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
2.
|
|
||
3.
|
|
||
4.
|
|
||
|
|
PART II - OTHER INFORMATION
|
|
1.
|
|
||
1A.
|
|
||
6.
|
|
||
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2014
|
|
June 30, 2013
|
|
June 28, 2014
|
|
June 30, 2013
|
||||||||
NET SALES
|
$
|
212,531
|
|
|
$
|
254,189
|
|
|
$
|
456,031
|
|
|
$
|
539,353
|
|
COST OF SALES
|
160,217
|
|
|
169,838
|
|
|
348,936
|
|
|
357,694
|
|
||||
GROSS MARGIN
|
52,314
|
|
|
84,351
|
|
|
107,095
|
|
|
181,659
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling and general expenses
|
9,010
|
|
|
9,141
|
|
|
17,237
|
|
|
18,750
|
|
||||
Other operating expense
|
37,094
|
|
|
3,564
|
|
|
40,284
|
|
|
3,906
|
|
||||
OPERATING INCOME
|
6,210
|
|
|
71,646
|
|
|
49,574
|
|
|
159,003
|
|
||||
Interest expense
|
(3,225
|
)
|
|
—
|
|
|
(3,225
|
)
|
|
—
|
|
||||
Interest and miscellaneous income (expense), net
|
(5
|
)
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
||||
INCOME BEFORE INCOME TAXES
|
2,980
|
|
|
71,646
|
|
|
46,345
|
|
|
159,003
|
|
||||
Income tax benefit (expense)
|
1,581
|
|
|
(22,648
|
)
|
|
(10,836
|
)
|
|
(30,002
|
)
|
||||
NET INCOME
|
$
|
4,561
|
|
|
$
|
48,998
|
|
|
$
|
35,509
|
|
|
$
|
129,001
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER SHARE OF COMMON STOCK (Note 10)
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.11
|
|
|
$
|
1.16
|
|
|
$
|
0.84
|
|
|
$
|
3.06
|
|
Diluted earnings per share
|
$
|
0.11
|
|
|
$
|
1.16
|
|
|
$
|
0.84
|
|
|
$
|
3.06
|
|
COMPREHENSIVE (LOSS) INCOME:
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
$
|
4,561
|
|
|
$
|
48,998
|
|
|
$
|
35,509
|
|
|
$
|
129,001
|
|
OTHER COMPREHENSIVE (LOSS) INCOME
|
|
|
|
|
|
|
|
||||||||
Net (loss) gain from pension and postretirement plans, net of income tax benefit (expense) of $3,756, ($782), $3,279 and ($1,564)
|
(6,535
|
)
|
|
1,360
|
|
|
(5,705
|
)
|
|
2,720
|
|
||||
Total other comprehensive (loss) income
|
(6,535
|
)
|
|
1,360
|
|
|
(5,705
|
)
|
|
2,720
|
|
||||
COMPREHENSIVE (LOSS) INCOME
|
$
|
(1,974
|
)
|
|
$
|
50,358
|
|
|
$
|
29,804
|
|
|
$
|
131,721
|
|
|
June 28, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|||||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
19,633
|
|
|
$
|
—
|
|
Accounts receivable, less allowance for doubtful accounts of $151 and $140
|
66,050
|
|
|
71,097
|
|
||
Inventory
|
121,705
|
|
|
128,706
|
|
||
Deferred tax assets
|
6,110
|
|
|
22,532
|
|
||
Prepaid and other current assets
|
51,349
|
|
|
23,720
|
|
||
Total current assets
|
264,847
|
|
|
246,055
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, GROSS
|
1,991,335
|
|
|
1,955,953
|
|
||
LESS — ACCUMULATED DEPRECIATION
|
(1,133,696
|
)
|
|
(1,109,665
|
)
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET
|
857,639
|
|
|
846,288
|
|
||
OTHER ASSETS
|
102,541
|
|
|
27,923
|
|
||
TOTAL ASSETS
|
$
|
1,225,027
|
|
|
$
|
1,120,266
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
67,069
|
|
|
$
|
54,198
|
|
Current maturities of long-term debt
|
8,400
|
|
|
—
|
|
||
Accrued taxes
|
3,445
|
|
|
1,867
|
|
||
Accrued payroll and benefits
|
15,699
|
|
|
10,814
|
|
||
Accrued interest
|
3,134
|
|
|
—
|
|
||
Accrued customer incentives
|
12,235
|
|
|
7,728
|
|
||
Other current liabilities
|
11,181
|
|
|
5,239
|
|
||
Current liabilities for disposed operations (Note 14)
|
7,406
|
|
|
—
|
|
||
Total current liabilities
|
128,569
|
|
|
79,846
|
|
||
LONG-TERM DEBT
|
940,527
|
|
|
—
|
|
||
NON-CURRENT LIABILITIES FOR DISPOSED OPERATIONS (Note 14)
|
84,853
|
|
|
—
|
|
||
PENSION AND OTHER POSTRETIREMENT BENEFITS (Note 9)
|
102,633
|
|
|
21,793
|
|
||
DEFERRED INCOME TAXES
|
—
|
|
|
49,224
|
|
||
OTHER NON-CURRENT LIABILITIES
|
7,268
|
|
|
1,102
|
|
||
COMMITMENTS AND CONTINGENCIES (Notes 8 and 12)
|
|
|
|
||||
STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
||||
Preferred stock, 10,000,000 shares authorized at $.01 par value, 0 shares issued and outstanding in 2014 and in 2013
|
—
|
|
|
—
|
|
||
Common stock, 140,000,000 shares authorized at $.01 par value, 42,176,565 shares issued and outstanding in 2014 and 0 in 2013
|
422
|
|
|
—
|
|
||
Additional paid-in capital
|
53,274
|
|
|
—
|
|
||
Accumulated (deficit) earnings
|
(11,696
|
)
|
|
1,415,894
|
|
||
Transfers to Rayonier, net
|
—
|
|
|
(407,894
|
)
|
||
Accumulated other comprehensive loss
|
(80,823
|
)
|
|
(39,699
|
)
|
||
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY
|
(38,823
|
)
|
|
968,301
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
1,225,027
|
|
|
$
|
1,120,266
|
|
|
Six Months Ended
|
||||||
|
June 28, 2014
|
|
June 30, 2013
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
35,509
|
|
|
$
|
129,001
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
38,182
|
|
|
28,802
|
|
||
Stock-based incentive compensation expense
|
3,562
|
|
|
3,465
|
|
||
Amortization of capitalized debt costs
|
90
|
|
|
—
|
|
||
Deferred income taxes
|
5,110
|
|
|
(55,207
|
)
|
||
Increase in liabilities for disposed operations
|
18,419
|
|
|
—
|
|
||
Amortization of losses from pension and postretirement plans
|
2,550
|
|
|
4,199
|
|
||
Loss from sale/disposal of property, plant and equipment
|
717
|
|
|
982
|
|
||
Other
|
—
|
|
|
23
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
5,811
|
|
|
(11,415
|
)
|
||
Inventories
|
7,002
|
|
|
31,309
|
|
||
Accounts payable
|
3,043
|
|
|
15,432
|
|
||
Accrued liabilities
|
7,960
|
|
|
1,938
|
|
||
All other operating activities
|
(24,936
|
)
|
|
(32,353
|
)
|
||
CASH PROVIDED BY OPERATING ACTIVITIES
|
103,019
|
|
|
116,176
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(50,720
|
)
|
|
(70,182
|
)
|
||
Purchase of Timber Deeds
|
(12,677
|
)
|
|
—
|
|
||
Jesup plant cellulose specialties expansion
|
—
|
|
|
(100,185
|
)
|
||
Other
|
(482
|
)
|
|
18,862
|
|
||
CASH USED FOR INVESTING ACTIVITIES
|
(63,879
|
)
|
|
(151,505
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Issuance of debt
|
950,000
|
|
|
—
|
|
||
Debt issuance costs
|
(12,928
|
)
|
|
—
|
|
||
Net payments (to) from Rayonier
|
(956,579
|
)
|
|
35,329
|
|
||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(19,507
|
)
|
|
35,329
|
|
||
CASH AND CASH EQUIVALENTS
|
|
|
|
||||
Change in cash and cash equivalents
|
19,633
|
|
|
—
|
|
||
Balance, beginning of year
|
—
|
|
|
—
|
|
||
Balance, end of period
|
$
|
19,633
|
|
|
$
|
—
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period:
|
|
|
|
||||
Interest
|
$
|
—
|
|
|
$
|
—
|
|
Income taxes
|
$
|
—
|
|
|
$
|
—
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Capital assets purchased on account
|
$
|
9,722
|
|
|
$
|
57,667
|
|
Accrued debt issuance costs
|
$
|
1,877
|
|
|
$
|
—
|
|
1.
|
SEPARATION AND BASIS OF PRESENTATION
|
2.
|
RELATED PARTY TRANSACTIONS
|
3.
|
INCOME TAXES
|
4.
|
INVENTORY
|
|
June 28, 2014
|
|
December 31, 2013
|
||||
Finished goods
|
$
|
98,988
|
|
|
$
|
105,398
|
|
Work in progress
|
3,814
|
|
|
3,555
|
|
||
Raw materials
|
16,359
|
|
|
17,420
|
|
||
Manufacturing and maintenance supplies
|
2,544
|
|
|
2,333
|
|
||
Total inventory
|
$
|
121,705
|
|
|
$
|
128,706
|
|
|
Six Months Ended
|
||||||
|
June 28, 2014
|
|
June 30, 2013
|
||||
Allocation of costs from Rayonier (a)
|
$
|
(35,279
|
)
|
|
$
|
(34,638
|
)
|
Cash receipts received by Rayonier on Company's behalf
|
472,780
|
|
|
541,552
|
|
||
Cash disbursements made by Rayonier on Company's behalf
|
(484,318
|
)
|
|
(468,120
|
)
|
||
Net distribution to Rayonier on separation
|
(906,200
|
)
|
|
—
|
|
||
Net liabilities from transfer of assets and liabilities with Rayonier (b)
|
(83,911
|
)
|
|
—
|
|
||
Net transfers (to) from Rayonier
|
(1,036,928
|
)
|
|
38,794
|
|
||
Non-cash adjustments:
|
|
|
|
||||
Stock-based compensation
|
(3,562
|
)
|
|
(3,465
|
)
|
||
Net liabilities from transfer of assets and liabilities with Rayonier (b)
|
83,911
|
|
|
—
|
|
||
Net payments (to) from Rayonier per the Condensed Consolidated Statements of Cash Flows
|
$
|
(956,579
|
)
|
|
$
|
35,329
|
|
•
|
$73.9 million
of disposed operations liabilities (See Note 14 -
Liabilities for Disposed Operations
for additional information)
|
•
|
$73.8 million
of employee benefit plan liabilities (See Note 9 -
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
|
6.
|
ACCUMULATED OTHER COMPREHENSIVE LOSS
|
|
June 28, 2014
|
|
June 30, 2013
|
||||
Unrecognized components of employee benefit plans, net of tax
|
|
|
|
||||
Balance, beginning of period
|
$
|
(39,699
|
)
|
|
$
|
(64,670
|
)
|
Amounts reclassified from accumulated other comprehensive loss (a)
|
1,620
|
|
|
2,720
|
|
||
Other comprehensive loss before reclassifications
|
(7,325
|
)
|
|
—
|
|
||
Net other comprehensive (loss) income
|
(5,705
|
)
|
|
2,720
|
|
||
Net transfer from Rayonier (b)
|
(35,419
|
)
|
|
—
|
|
||
Balance, end of period
|
$
|
(80,823
|
)
|
|
$
|
(61,950
|
)
|
(a)
|
These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See
Note 9
—
Employee Benefit Plans
for additional information.
|
(b)
|
Prior to the Distribution, 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 Distribution. See
Note 5
—
Stockholders' Equity
for additional information.
|
7.
|
OTHER OPERATING EXPENSE, NET
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2014
|
|
June 30, 2013
|
|
June 28, 2014
|
|
June 30, 2013
|
||||||||
Loss on sale or disposal of property, plant and equipment
|
$
|
185
|
|
|
$
|
553
|
|
|
$
|
717
|
|
|
$
|
982
|
|
One-time separation and legal costs
|
17,914
|
|
|
3,000
|
|
|
20,680
|
|
|
3,000
|
|
||||
Increase to liabilities for disposed operations resulting from separation from Rayonier (a)
|
18,419
|
|
|
—
|
|
|
18,419
|
|
|
—
|
|
||||
Miscellaneous expense (income)
|
576
|
|
|
11
|
|
|
468
|
|
|
(76
|
)
|
||||
Total
|
$
|
37,094
|
|
|
$
|
3,564
|
|
|
$
|
40,284
|
|
|
$
|
3,906
|
|
8.
|
CONTINGENCIES
|
9.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension
|
Postretirement
|
|||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
June 28, 2014
|
|
June 30, 2013
|
|
June 28, 2014
|
|
June 30, 2013
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
526
|
|
|
$
|
697
|
|
|
$
|
157
|
|
|
$
|
227
|
|
Interest cost
|
1,854
|
|
|
1,725
|
|
|
153
|
|
|
195
|
|
||||
Expected return on plan assets
|
(3,151
|
)
|
|
(3,129
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
277
|
|
|
323
|
|
|
4
|
|
|
(10
|
)
|
||||
Amortization of losses
|
972
|
|
|
1,624
|
|
|
122
|
|
|
188
|
|
||||
Amortization of negative plan amendment
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
17
|
|
||||
Net periodic benefit cost
|
$
|
478
|
|
|
$
|
1,240
|
|
|
$
|
302
|
|
|
$
|
617
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
Six Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2014
|
|
June 30, 2013
|
|
June 28, 2014
|
|
June 30, 2013
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
1,079
|
|
|
$
|
1,394
|
|
|
$
|
314
|
|
|
$
|
454
|
|
Interest cost
|
3,803
|
|
|
3,450
|
|
|
306
|
|
|
390
|
|
||||
Expected return on plan assets
|
(6,465
|
)
|
|
(6,258
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
569
|
|
|
646
|
|
|
8
|
|
|
(20
|
)
|
||||
Amortization of losses
|
1,997
|
|
|
3,248
|
|
|
244
|
|
|
376
|
|
||||
Amortization of negative plan amendment
|
—
|
|
|
—
|
|
|
(268
|
)
|
|
34
|
|
||||
Net periodic benefit cost
|
$
|
983
|
|
|
$
|
2,480
|
|
|
$
|
604
|
|
|
$
|
1,234
|
|
|
|
|
|
|
|
|
|
10.
|
EARNINGS PER SHARE OF COMMON STOCK
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2014
|
|
June 30, 2013
|
|
June 28, 2014
|
|
June 30, 2013
|
||||||||
Net income
|
$
|
4,561
|
|
|
$
|
48,998
|
|
|
$
|
35,509
|
|
|
$
|
129,001
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used for determining basic and diluted earnings per share of common stock
|
42,176,565
|
|
|
42,176,565
|
|
|
42,176,565
|
|
|
42,176,565
|
|
||||
Dilutive effect of stock based compensation
|
1,897
|
|
|
—
|
|
|
938
|
|
|
—
|
|
||||
Shares used for determining diluted earnings per share of common stock
|
42,178,462
|
|
|
42,176,565
|
|
|
42,177,503
|
|
|
42,176,565
|
|
||||
Basic earnings per share
|
$
|
0.11
|
|
|
$
|
1.16
|
|
|
$
|
0.84
|
|
|
$
|
3.06
|
|
Diluted earnings per share
|
$
|
0.11
|
|
|
$
|
1.16
|
|
|
$
|
0.84
|
|
|
$
|
3.06
|
|
11.
|
FAIR VALUE MEASUREMENTS
|
|
June 28, 2014
|
||||||||||
Asset (liability)
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
19,633
|
|
|
$
|
19,633
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
(8,400
|
)
|
|
—
|
|
|
(8,400
|
)
|
|||
Long-term debt
|
(940,527
|
)
|
|
—
|
|
|
(949,163
|
)
|
12.
|
GUARANTEES
|
Financial Commitments
|
|
Maximum Potential
Payment
|
|
Carrying Amount
of Liability
|
||||
Standby letters of credit (a)
|
|
$
|
26,211
|
|
|
$
|
—
|
|
Surety bonds (b)
|
|
53,603
|
|
|
19,472
|
|
||
Total financial commitments
|
|
$
|
79,814
|
|
|
$
|
19,472
|
|
(a)
|
The letter of credit provides credit support for surety bonds issued to comply with financial assurance legal requirements relating to environmental remediation of disposed sites. The letter of credit will expire during 2015 and will be renewed as required.
|
(b)
|
Rayonier Advanced Materials purchases surety bonds primarily to comply with financial assurance legal requirements relating to environmental remediation and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire during 2015 and are expected to be renewed annually as required. See
Note 7
—
Other Operating Expense, Net
.
|
13.
|
INCENTIVE STOCK PLANS
|
•
|
Performance share awards granted in 2012 (with a 2012-2014 performance period) will continue to be subject to the same performance criteria as applied immediately prior to the separation, except that total shareholder return at the end of the performance period will be based on the combined stock prices of Rayonier and the Company and any payment with respect to a Rayonier Advanced Materials performance share award will be made in shares of the Company’s common stock.
|
•
|
Performance share awards granted in 2013 (with a 2013-2015 performance period) were canceled as of the distribution date and replaced with time-vested equity awards of the Company that will vest
24
months after the distribution date, generally subject to the holder’s continued employment.
|
•
|
Performance share awards granted in 2014 (with a 2014-2016 performance period) were canceled and replaced with performance-based restricted shares of the Company and will be subject to the achievement of performance criteria that relate to the post-separation business during a performance period ending December 31, 2016.
|
|
Stock Options
|
|
Restricted Stock
|
|
Performance Share Units
|
|
Performance-Based Restricted Stock Units
|
||||||||||||||||||||
|
Options
|
|
Weighted Average Exercise Price
|
|
Awards
|
|
Weighted Average Grant Date Fair Value
|
|
Awards
|
|
Weighted Average Grant Date Fair Value
|
|
Awards
|
|
Weighted Average Grant Date Fair Value
|
||||||||||||
Outstanding at January 1, 2014
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Awards granted in connection with spin-off
|
500,679
|
|
|
31.15
|
|
|
43,485
|
|
|
36.93
|
|
|
49,811
|
|
|
36.93
|
|
|
—
|
|
|
—
|
|
||||
Expired or canceled
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Outstanding at June 28, 2014
|
500,679
|
|
|
$
|
31.15
|
|
|
43,485
|
|
|
$
|
36.93
|
|
|
49,811
|
|
|
$
|
36.93
|
|
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14.
|
LIABILITIES FOR DISPOSED OPERATIONS
|
|
June 28,
|
||
|
2014
|
||
Balance, beginning of period
|
$
|
—
|
|
Net transfer of liabilities with Rayonier
|
73,840
|
|
|
Expenditures charged to liabilities
|
—
|
|
|
Increase to liabilities (a)
|
18,419
|
|
|
Balance, end of period
|
92,259
|
|
|
Less: Current portion
|
(7,406
|
)
|
|
Non-current portion
|
$
|
84,853
|
|
|
Activity (in millions)
|
||||||||||||||
|
Liabilities Assumed at Separation
|
|
Expenditures
|
|
Increase
(Reduction)
to
Liabilities
|
|
June 28,
2014
Liability
|
||||||||
Augusta, Georgia
|
$
|
10.8
|
|
|
$
|
—
|
|
|
$
|
7.3
|
|
|
$
|
18.1
|
|
Spartanburg, South Carolina
|
10.9
|
|
|
—
|
|
|
3.5
|
|
|
14.4
|
|
||||
East Point, Georgia
|
9.4
|
|
|
—
|
|
|
4.3
|
|
|
13.7
|
|
||||
Baldwin, Florida
|
10.2
|
|
|
—
|
|
|
2.1
|
|
|
12.3
|
|
||||
Other SWP sites
|
18.1
|
|
|
—
|
|
|
1.1
|
|
|
19.2
|
|
||||
Total SWP
|
59.4
|
|
|
—
|
|
|
18.3
|
|
|
77.7
|
|
||||
Port Angeles, Washington
|
8.1
|
|
|
—
|
|
|
0.1
|
|
|
8.2
|
|
||||
All other sites
|
6.4
|
|
|
—
|
|
|
—
|
|
|
6.4
|
|
||||
TOTAL
|
$
|
73.9
|
|
|
$
|
—
|
|
|
$
|
18.4
|
|
|
$
|
92.3
|
|
15.
|
DEBT
|
|
June 28, 2014
|
||
Revolving Credit Facility borrowings due 2019 at a variable interest rate of 1.65% at June 28, 2014
|
$
|
75,000
|
|
Term A-1 Loan Facility borrowings due 2019 at a variable interest rate of 1.65% at June 28, 2014 (a)
|
34,691
|
|
|
Term A-2 Loan Facility borrowings due 2021 at a variable interest rate of 1.23% at June 28, 2014 (b)
|
289,236
|
|
|
Senior Notes due 2024 at a fixed interest rate of 5.50%
|
550,000
|
|
|
Total debt
|
948,927
|
|
|
Less: Current maturities of long-term debt
|
(8,400
|
)
|
|
Long-term debt
|
$
|
940,527
|
|
(a)
|
The Term A-1 Loan includes an original issue discount of approximately $
309 thousand
at
June 28, 2014
, but upon maturity the liability will be $
35
million.
|
(b)
|
The Term A-2 Loan includes an original issue discount of approximately $
764 thousand
at
June 28, 2014
, but upon maturity the liability will be $
290
million.
|
Remaining 2014
|
$
|
4,200
|
|
2015
|
8,400
|
|
|
2016
|
8,400
|
|
|
2017
|
9,775
|
|
|
2018
|
11,150
|
|
|
Thereafter
|
908,075
|
|
|
Total Principal Payments
|
$
|
950,000
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
Financial Information (in millions)
|
June 28, 2014
|
|
June 30, 2013
|
|
June 28, 2014
|
|
June 30, 2013
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
||||||||
Cellulose specialties
|
$
|
201
|
|
|
$
|
233
|
|
|
$
|
407
|
|
|
$
|
480
|
|
Absorbent materials
|
—
|
|
|
20
|
|
|
10
|
|
|
57
|
|
||||
Commodity viscose and other
|
12
|
|
|
1
|
|
|
39
|
|
|
2
|
|
||||
Total Net Sales
|
213
|
|
|
254
|
|
|
456
|
|
|
539
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of Sales
|
161
|
|
|
170
|
|
|
349
|
|
|
357
|
|
||||
Gross Margin
|
52
|
|
|
84
|
|
|
107
|
|
|
182
|
|
||||
Selling and general expenses
|
9
|
|
|
9
|
|
|
17
|
|
|
19
|
|
||||
Other operating expense
|
37
|
|
|
3
|
|
|
40
|
|
|
4
|
|
||||
Operating Income
|
6
|
|
|
72
|
|
|
50
|
|
|
159
|
|
||||
Interest Expense, Interest Income and Other
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Income Tax Benefit (Expense)
|
2
|
|
|
(23
|
)
|
|
(11
|
)
|
|
(30
|
)
|
||||
Net Income
|
$
|
5
|
|
|
$
|
49
|
|
|
$
|
36
|
|
|
$
|
129
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data
|
|
|
|
|
|
|
|
||||||||
Sales Prices ($ per metric ton)
|
|
|
|
|
|
|
|
||||||||
Cellulose specialties
|
$
|
1,768
|
|
|
$
|
1,902
|
|
|
$
|
1,796
|
|
|
$
|
1,887
|
|
Absorbent materials
|
627
|
|
|
644
|
|
|
634
|
|
|
644
|
|
||||
Commodity viscose and other
|
651
|
|
|
—
|
|
|
697
|
|
|
—
|
|
||||
Sales Volumes (thousands of metric tons)
|
|
|
|
|
|
|
|
||||||||
Cellulose specialties
|
114
|
|
|
123
|
|
|
227
|
|
|
254
|
|
||||
Absorbent materials
|
—
|
|
|
29
|
|
|
16
|
|
|
85
|
|
||||
Commodity viscose and other
|
13
|
|
|
—
|
|
|
47
|
|
|
—
|
|
||||
Total Tons
|
127
|
|
|
152
|
|
|
290
|
|
|
339
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross Margin %
|
24.4
|
%
|
|
33.1
|
%
|
|
23.5
|
%
|
|
33.8
|
%
|
||||
Operating Margin %
|
2.8
|
%
|
|
28.3
|
%
|
|
11.0
|
%
|
|
29.5
|
%
|
||||
Effective Tax Rate %
|
(53.3
|
)%
|
|
31.6
|
%
|
|
23.4
|
%
|
|
18.9
|
%
|
Sales (in millions)
|
June 30, 2013
|
|
Changes Attributable to:
|
|
June 28, 2014
|
||||||||||
Three Months Ended
|
Price
|
|
Volume/
Mix
|
|
|||||||||||
Cellulose specialties
|
$
|
233
|
|
|
$
|
(15
|
)
|
|
$
|
(17
|
)
|
|
$
|
201
|
|
Absorbent materials
|
20
|
|
|
—
|
|
|
(20
|
)
|
|
—
|
|
||||
Commodity viscose and other
|
1
|
|
|
—
|
|
|
11
|
|
|
12
|
|
||||
Total Sales
|
$
|
254
|
|
|
$
|
(15
|
)
|
|
$
|
(26
|
)
|
|
$
|
213
|
|
Sales (in millions)
|
June 30, 2013
|
|
Changes Attributable to:
|
|
June 28, 2014
|
||||||||||
Six Months Ended
|
Price
|
|
Volume/
Mix
|
|
|||||||||||
Cellulose specialties
|
$
|
480
|
|
|
$
|
(21
|
)
|
|
$
|
(52
|
)
|
|
$
|
407
|
|
Absorbent materials
|
57
|
|
|
—
|
|
|
(47
|
)
|
|
10
|
|
||||
Commodity viscose and other
|
2
|
|
|
—
|
|
|
37
|
|
|
39
|
|
||||
Total Sales
|
$
|
539
|
|
|
$
|
(21
|
)
|
|
$
|
(62
|
)
|
|
$
|
456
|
|
|
|
|
|
|
|
|
|
Operating Income (in millions)
|
June 30, 2013
|
|
Changes Attributable to:
|
|
June 28, 2014
|
||||||||||||||
|
Cellulose Specialties
|
|
Costs/Mix/Other
|
|
|||||||||||||||
Three Months Ended
|
Price
|
|
Volume
|
|
|
||||||||||||||
Operating Income
|
$
|
72
|
|
|
$
|
(15
|
)
|
|
$
|
(7
|
)
|
|
$
|
(44
|
)
|
|
$
|
6
|
|
Operating Margin %
|
28.3
|
%
|
|
(4.5
|
)%
|
|
(1.3
|
)%
|
|
(19.7
|
)%
|
|
2.8
|
%
|
Operating Income (in millions)
|
June 30, 2013
|
|
Changes Attributable to:
|
|
June 28, 2014
|
||||||||||||||
|
Cellulose Specialties
|
|
Costs/Mix/Other
|
|
|||||||||||||||
Six Months Ended
|
Price
|
|
Volume
|
|
|
||||||||||||||
Operating Income
|
$
|
159
|
|
|
$
|
(21
|
)
|
|
$
|
(21
|
)
|
|
$
|
(67
|
)
|
|
$
|
50
|
|
Operating Margin %
|
29.5
|
%
|
|
(2.9
|
)%
|
|
(1.5
|
)%
|
|
(14.1
|
)%
|
|
11.0
|
%
|
|
June 28,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Cash and cash equivalents (a)
|
$
|
20
|
|
|
$
|
—
|
|
Availability under the Revolving Credit Facility (b)
|
149
|
|
|
—
|
|
||
Availability under the Term A-1 Loan Facility (c)
|
75
|
|
|
—
|
|
||
Total debt
|
949
|
|
|
—
|
|
|
June 28, 2014
|
|
June 30, 2013
|
||||
Cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
103
|
|
|
$
|
116
|
|
Investing activities
|
(64
|
)
|
|
(151
|
)
|
||
Financing activities
|
(20
|
)
|
|
35
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 28, 2014
|
|
June 30, 2013
|
|
June 28, 2014
|
|
June 30, 2013
|
||||||||
Net Income to EBITDA Reconciliation
|
|
|
|
|
|
|
|
||||||||
Net Income (a)
|
$
|
5
|
|
|
$
|
49
|
|
|
$
|
36
|
|
|
$
|
129
|
|
Interest, net
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Income tax expense
|
(2
|
)
|
|
23
|
|
|
11
|
|
|
30
|
|
||||
Depreciation and amortization
|
18
|
|
|
13
|
|
|
38
|
|
|
29
|
|
||||
EBITDA
|
24
|
|
|
85
|
|
|
88
|
|
|
188
|
|
||||
One-time separation and legal costs
|
36
|
|
|
3
|
|
|
39
|
|
|
3
|
|
||||
Pro Forma EBITDA
|
60
|
|
|
88
|
|
|
127
|
|
|
191
|
|
||||
Allocated corporate costs from Rayonier
|
5
|
|
|
5
|
|
|
8
|
|
|
9
|
|
||||
Segment EBITDA
|
$
|
65
|
|
|
$
|
93
|
|
|
$
|
135
|
|
|
$
|
200
|
|
|
Six Months Ended
|
||||||
|
June 28, 2014
|
|
June 30, 2013
|
||||
Cash Flow from Operations to Adjusted Free Cash Flow Reconciliation
|
|
|
|
||||
Cash flow from operations
|
$
|
103
|
|
|
$
|
116
|
|
Capital expenditures (a)
|
(51
|
)
|
|
(70
|
)
|
||
Tax benefit due to exchange of AFMC for CBPC
|
—
|
|
|
(19
|
)
|
||
Adjusted Free Cash Flow
|
$
|
52
|
|
|
$
|
27
|
|
Cash used for investing activities
|
$
|
(64
|
)
|
|
$
|
(151
|
)
|
Cash (used for) provided by financing activities
|
$
|
(20
|
)
|
|
$
|
35
|
|
(a)
|
Capital expenditures exclude strategic capital. Strategic capital totaled $13 million for the purchase of timber deeds for the six months ended June 28, 2014. Strategic capital totaled
$100 million
for the CSE for the
six
months ended
June 30, 2013
.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
Remaining 2014
|
|
2015-2016
|
|
2017-2018
|
|
Thereafter
|
|||||||||||||
Long-term debt
|
$
|
942
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
21
|
|
|
$
|
908
|
|
Current maturities of long-term debt
|
8
|
|
|
4
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on long-term debt (a)
|
339
|
|
|
22
|
|
|
75
|
|
|
75
|
|
|
167
|
|
|||||
Postretirement obligations (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases — offices (c)
|
3
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||
Purchase obligations - environmental services (d)
|
5
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||
Total contractual cash obligations
|
$
|
1,297
|
|
|
$
|
27
|
|
|
$
|
94
|
|
|
$
|
97
|
|
|
$
|
1,079
|
|
(a)
|
Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of June 28, 2014.
|
(b)
|
Upon separation we assumed a liability of $33 million in postretirement obligations. At this time it is uncertain when payments will be made. As a result, this amount has been excluded from the table above.
|
(c)
|
Primarily consists of the office lease for the Company’s corporate headquarters.
|
(d)
|
These obligations relate to various environmental monitoring and maintenance service agreements.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 4.
|
CONTROLS AND PROCEDURES
|
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 Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC 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 Current Report on Form 8-K filed by Rayonier Advanced Materials Inc. with the SEC on June 30, 2014)
|
3.2
|
|
Amended and Restated Bylaws of Rayonier Advanced Materials Inc. (incorporated herein by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Rayonier Advanced Materials Inc. with the SEC 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 Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
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 Current Report on Form 8-K filed by Rayonier Advanced Materials Inc. with the SEC 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 Current Report on Form 8-K filed by Rayonier Advanced Materials Inc. with the SEC 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 Current Report on Form 8-K filed by Rayonier Advanced Materials Inc. with the SEC 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 Current Report on Form 8-K filed by Rayonier Advanced Materials Inc. with the SEC 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 Current Report on Form 8-K filed by Rayonier Advanced Materials Inc. with the SEC on June 30, 2014)
|
10.6
|
|
Rayonier Advanced Materials Inc. Incentive Stock Plan (incorporated herein by reference to Exhibit 10.13 to Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.7
|
|
Rayonier Advanced Materials Inc. Jesup Mill Savings Plan for Hourly Employees (incorporated herein by reference to Exhibit 4.4 to the Registration Statement on Form S-8 filed by Rayonier Advanced Materials Inc. with the SEC on June 27, 2014)
|
10.8
|
|
Rayonier Advanced Materials Inc. Fernandina Mill Savings Plan for Hourly Employees (incorporated herein by reference to Exhibit 4.5 to the Registration Statement on Form S-8 filed by Rayonier Advanced Materials Inc. with the SEC on June 27, 2014)
|
10.9
|
|
Rayonier Advanced Materials Inc. Investment and Savings Plan for Salaried Employees (incorporated herein by reference to Exhibit 4.6 to the Registration Statement on Form S-8 filed by Rayonier Advanced Materials Inc. with the SEC on June 27, 2014)
|
10.10
|
|
Form of Indemnification Agreement between Rayonier Advanced Materials Inc. and individual directors or officers (incorporated herein by reference to Exhibit 10.5 to Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.11
|
|
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 Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.12
|
|
Chemical Cellulose Agreement, effective as of January 1, 2012, by and between Rayonier Performance Fibers, LLC and Eastman Chemical Company (incorporated herein by reference to Exhibit 10.7 to Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.13
|
|
Amendment to Chemical Cellulose Agreement, effective as of January 1, 2012, by and between Rayonier Performance Fibers, LLC and Eastman Chemical Company (incorporated herein by reference to Exhibit 10.8 to Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.14
|
|
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 Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.15
|
|
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 Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.16
|
|
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 Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.17
|
|
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 Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.18
|
|
Rayonier Advanced Materials Inc. Non-Equity Incentive Plan (incorporated herein by reference to Exhibit 10.14 to Amendment No. 4 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on May 29, 2014)
|
10.19
|
|
Form of Transaction Bonus Agreement and Schedule of Executive Officer Transaction Bonus Amounts (incorporated herein by reference to Exhibit 10.15 to Amendment No. 1 to the Registration Statement on Form 10 filed by Rayonier Advanced Materials Inc. with the SEC on March 31, 2014)
|
10.20
|
|
Form of Rayonier Advanced Materials Inc. Incentive Stock Plan Restricted Stock Award
Agreement Applicable to the July 15, 2014 Restricted Stock Award*
|
10.21
|
|
Description of Rayonier Advanced Materials Inc. 2014 Performance Share Award
Program*
|
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*
|
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*
|
32
|
|
Certification of Periodic Financial Reports Under Section 906 of the Sarbanes-Oxley Act of 2002**
|
101
|
|
The following financial information from our Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2014, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended June 28, 2014 and June 30, 2013; (ii) the Condensed Consolidated Balance Sheets as of June 28, 2014 and December 31, 2013; (iii) the Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 28, 2014 and June 30, 2013; and (iv) the Notes to Condensed Consolidated Financial Statements*
|
|
|
RAYONIER ADVANCED MATERIALS INC.
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ B
ENSON
K. W
OO
|
|
|
Benson K. Woo
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer and Principal Financial Officer)
|
|
|
|
KEY EMPLOYEE
___________________________________
Name: XXX
Address: XXX
|
RAYONIER ADVANCED MATERIALS INC.
By___________________________________
Jay Posze
SVP, Human Resources
|
To:
|
KEY EMPLOYEE
|
|
|
|
|
|
|
From:
|
Karen Herzog
|
Date:
|
|
|
|
|
|
Subject:
|
Section 83(b) Election – Restricted Stock Award
|
|
|
|
KEY EMPLOYEE
___________________________________
Name: XXX
Address: XXX
|
RAYONIER ADVANCED MATERIALS INC.
By___________________________________
Jay Posze
SVP, Human Resources
|
2014 Performance Awards Table
|
||
Percentile Rank
|
Performance Share Award
(Expressed As Percent of Target Award) |
Shares of Restricted Stock Vesting
(Expressed as Percent of Stock Grant) |
80
th
& Above
|
200%
|
100% of Restricted Stock Grant Vests
|
51
st
–79
th
|
100%, plus 3.33% for each incremental
percentile position over the 50 th percentile |
50%, plus 3.33% for each incremental percentile position over the 50
th
percentile
|
50
th
|
100%
|
50% of Restricted Stock Grant vests
|
31
st
– 50
th
|
30%, plus 3.5% for each incremental
percentile position over the 30 th percentile |
30%, plus 3.5% for each incremental
percentile position over the 30 th percentile |
30
th
|
30%
|
30%
|
Below 30
th
|
0%
|
0%
|
ALLEGHENY TECHNOLOGIES INC
|
ATI
|
MATERION CORP
|
MTRN
|
APTARGROUP INC
|
ATR
|
MINERALS TECHNOLOGIES INC
|
MTX
|
BOISE CASCADE CO
|
BCC
|
MYERS INDUSTRIES INC
|
MYE
|
CABOT CORP
|
CBT
|
NEENAH PAPER INC
|
NP
|
CALGON CARBON CORP
|
CCC
|
OLIN CORP
|
OLN
|
CARPENTER TECHNOLOGY CORP
|
CRS
|
OLYMPIC STEEL INC
|
ZEUS
|
CASTLE (A M) & CO
|
CAS
|
OM GROUP INC
|
OMG
|
CENTURY ALUMINUM CO
|
CENX
|
POLYONE CORP
|
POL
|
CLEARWATER PAPER CORP
|
CLW
|
QUAKER CHEMICAL CORP
|
KWR
|
COMPASS MINERALS INTL INC
|
CMP
|
RTI INTL METALS INC
|
RTI
|
CYTEC INDUSTRIES INC
|
CYT
|
SCHULMAN (A.) INC
|
SHLM
|
EAGLE MATERIALS INC
|
EXP
|
SCHWEITZER-MAUDUIT INTL INC
|
SWM
|
FULLER (H. B.) CO
|
FUL
|
SCOTTS MIRACLE-GRO CO
|
SMG
|
GLATFELTER
|
GLT
|
SENSIENT TECHNOLOGIES CORP
|
SXT
|
GLOBE SPECIALTY METALS INC
|
GSM
|
SILGAN HOLDINGS INC
|
SLGN
|
GREIF INC -CL A
|
GEF
|
SONOCO PRODUCTS CO
|
SON
|
HEADWATERS INC
|
HW
|
STEPAN CO
|
SCL
|
INNOPHOS HOLDINGS INC
|
IPHS
|
STILLWATER MINING CO
|
SWC
|
KAISER ALUMINUM CORP
|
KALU
|
SUNCOKE ENERGY INC
|
SXC
|
KAPSTONE PAPER & PACKAGING
|
KS
|
TEXAS INDUSTRIES INC
|
TXI
|
KOPPERS HOLDINGS INC
|
KOP
|
TREDEGAR CORP
|
TG
|
KRATON PERFORMANCE POLYMERS
|
KRA
|
U S SILICA HOLDINGS INC
|
SLCA
|
LOUISIANA-PACIFIC CORP
|
LPX
|
WORTHINGTON INDUSTRIES
|
WOR
|
LSB INDUSTRIES INC
|
LXU
|
ZEP INC
|
ZEP
|
To:
|
KEY EMPLOYEE
|
|
|
|
|
|
|
From:
|
Karen Herzog
|
Date:
|
|
|
|
|
|
Subject:
|
Section 83(b) Election – Restricted Stock Award
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rayonier Advanced Materials Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/
S
/ P
AUL
G. B
OYNTON
|
|
Paul G. Boynton
Chairman, President and Chief Executive Officer
|
|
Rayonier Advanced Materials Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rayonier Advanced Materials Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ B
ENSON
K
.
W
OO
|
|
Benson K. Woo
Senior Vice President and Chief Financial Officer
|
|
Rayonier Advanced Materials Inc.
|
1.
|
The quarterly report on Form 10-Q of Rayonier Advanced Material Inc. (the "Company") for the period ended
June 28, 2014
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ P
AUL
G
.
B
OYNTON
|
|
/s/ B
ENSON
K
.
W
OO
|
Paul G. Boynton
|
|
Benson K. Woo
|
Chairman, President and Chief Executive Officer
|
|
Senior Vice President and Chief Financial Officer
|
Rayonier Advanced Materials Inc.
|
|
Rayonier Advanced Materials Inc.
|