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.
|
|
||
2.
|
|
||
6.
|
|
||
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||||||
NET SALES
|
$
|
253,695
|
|
|
$
|
225,523
|
|
|
$
|
709,725
|
|
|
$
|
764,876
|
|
COST OF SALES
|
198,006
|
|
|
158,147
|
|
|
546,942
|
|
|
515,842
|
|
||||
GROSS MARGIN
|
55,689
|
|
|
67,376
|
|
|
162,783
|
|
|
249,034
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Selling and general expenses
|
9,493
|
|
|
8,144
|
|
|
26,730
|
|
|
26,894
|
|
||||
Other operating expense (income), net
|
4,518
|
|
|
(144
|
)
|
|
44,800
|
|
|
3,761
|
|
||||
OPERATING INCOME
|
41,678
|
|
|
59,376
|
|
|
91,253
|
|
|
218,379
|
|
||||
Interest expense
|
(9,469
|
)
|
|
—
|
|
|
(12,694
|
)
|
|
—
|
|
||||
Interest and miscellaneous (expense) income, net
|
(57
|
)
|
|
292
|
|
|
(62
|
)
|
|
292
|
|
||||
INCOME BEFORE INCOME TAXES
|
32,152
|
|
|
59,668
|
|
|
78,497
|
|
|
218,671
|
|
||||
Income tax expense
|
(12,744
|
)
|
|
(19,702
|
)
|
|
(23,580
|
)
|
|
(49,704
|
)
|
||||
NET INCOME
|
$
|
19,408
|
|
|
$
|
39,966
|
|
|
$
|
54,917
|
|
|
$
|
168,967
|
|
|
|
|
|
|
|
|
|
||||||||
EARNINGS PER SHARE OF COMMON STOCK (Note 10)
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.46
|
|
|
$
|
0.95
|
|
|
$
|
1.30
|
|
|
$
|
4.01
|
|
Diluted earnings per share
|
$
|
0.46
|
|
|
$
|
0.95
|
|
|
$
|
1.30
|
|
|
$
|
4.01
|
|
|
|
|
|
|
|
|
|
||||||||
DIVIDENDS DECLARED PER SHARE
|
$
|
0.07
|
|
|
$
|
—
|
|
|
$
|
0.07
|
|
|
$
|
—
|
|
COMPREHENSIVE INCOME:
|
|
|
|
|
|
|
|
||||||||
NET INCOME
|
$
|
19,408
|
|
|
$
|
39,966
|
|
|
$
|
54,917
|
|
|
$
|
168,967
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
||||||||
Net gain (loss) from pension and postretirement plans, net of income tax (expense) benefit of ($2,779), ($734), $501 and ($2,299)
|
4,834
|
|
|
1,280
|
|
|
(871
|
)
|
|
3,999
|
|
||||
Total other comprehensive income (loss)
|
4,834
|
|
|
1,280
|
|
|
(871
|
)
|
|
3,999
|
|
||||
COMPREHENSIVE INCOME
|
$
|
24,242
|
|
|
$
|
41,246
|
|
|
$
|
54,046
|
|
|
$
|
172,966
|
|
|
September 27, 2014
|
|
December 31, 2013
|
||||
ASSETS
|
|||||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
28,163
|
|
|
$
|
—
|
|
Accounts receivable, less allowance for doubtful accounts of $151 and $140
|
93,266
|
|
|
71,097
|
|
||
Inventory
|
122,141
|
|
|
128,706
|
|
||
Deferred tax assets
|
11,206
|
|
|
22,532
|
|
||
Prepaid and other current assets
|
43,856
|
|
|
23,720
|
|
||
Total current assets
|
298,632
|
|
|
246,055
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, GROSS
|
2,000,820
|
|
|
1,955,953
|
|
||
LESS — ACCUMULATED DEPRECIATION
|
(1,156,378
|
)
|
|
(1,109,665
|
)
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT, NET
|
844,442
|
|
|
846,288
|
|
||
OTHER ASSETS (Note 16)
|
103,276
|
|
|
27,923
|
|
||
TOTAL ASSETS
|
$
|
1,246,350
|
|
|
$
|
1,120,266
|
|
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
|||||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
$
|
49,804
|
|
|
$
|
54,198
|
|
Current maturities of long-term debt
|
8,400
|
|
|
—
|
|
||
Accrued taxes
|
5,099
|
|
|
1,867
|
|
||
Accrued payroll and benefits
|
22,161
|
|
|
10,814
|
|
||
Accrued interest
|
10,855
|
|
|
—
|
|
||
Accrued customer incentives
|
14,921
|
|
|
7,728
|
|
||
Other current liabilities
|
12,543
|
|
|
5,239
|
|
||
Current liabilities for disposed operations (Note 14)
|
7,515
|
|
|
—
|
|
||
Total current liabilities
|
131,298
|
|
|
79,846
|
|
||
LONG-TERM DEBT
|
938,471
|
|
|
—
|
|
||
NON-CURRENT LIABILITIES FOR DISPOSED OPERATIONS (Note 14)
|
84,193
|
|
|
—
|
|
||
PENSION AND OTHER POSTRETIREMENT BENEFITS (Note 9)
|
98,285
|
|
|
21,793
|
|
||
DEFERRED INCOME TAXES
|
—
|
|
|
49,224
|
|
||
OTHER NON-CURRENT LIABILITIES
|
7,547
|
|
|
1,102
|
|
||
COMMITMENTS AND CONTINGENCIES (Notes 8 and 12)
|
|
|
|
||||
STOCKHOLDERS’ (DEFICIT) EQUITY
|
|
|
|
||||
Preferred stock, 10,000,000 shares authorized at $0.01 par value, 0 issued and outstanding as of September 27, 2014 and December 31, 2013
|
—
|
|
|
—
|
|
||
Common stock, 140,000,000 shares authorized at $0.01 par value, 42,653,189 and 0 issued and outstanding, as of September 27, 2014 and December 31, 2013, respectively
|
427
|
|
|
—
|
|
||
Additional paid-in capital
|
57,358
|
|
|
—
|
|
||
Retained earnings
|
4,760
|
|
|
1,415,894
|
|
||
Transfers to Rayonier, net
|
—
|
|
|
(407,894
|
)
|
||
Accumulated other comprehensive loss
|
(75,989
|
)
|
|
(39,699
|
)
|
||
TOTAL STOCKHOLDERS’ (DEFICIT) EQUITY
|
(13,444
|
)
|
|
968,301
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
|
$
|
1,246,350
|
|
|
$
|
1,120,266
|
|
|
Nine Months Ended
|
||||||
|
September 27, 2014
|
|
September 30, 2013
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
54,917
|
|
|
$
|
168,967
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
62,115
|
|
|
51,142
|
|
||
Stock-based incentive compensation expense
|
5,614
|
|
|
4,845
|
|
||
Amortization of capitalized debt costs
|
550
|
|
|
—
|
|
||
Deferred income taxes
|
760
|
|
|
(12,027
|
)
|
||
Increase in liabilities for disposed operations
|
20,019
|
|
|
—
|
|
||
Amortization of losses and prior service costs from pension and postretirement plans
|
5,662
|
|
|
6,298
|
|
||
Loss from sale/disposal of property, plant and equipment
|
988
|
|
|
1,260
|
|
||
Other
|
—
|
|
|
(583
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
(21,405
|
)
|
|
(18,780
|
)
|
||
Inventories
|
6,565
|
|
|
(1,918
|
)
|
||
Accounts payable
|
(10,556
|
)
|
|
10,263
|
|
||
Accrued liabilities
|
24,979
|
|
|
1,966
|
|
||
All other operating activities
|
(20,356
|
)
|
|
(22,623
|
)
|
||
Expenditures for disposed operations
|
(2,151
|
)
|
|
—
|
|
||
CASH PROVIDED BY OPERATING ACTIVITIES
|
127,701
|
|
|
188,810
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(60,214
|
)
|
|
(81,540
|
)
|
||
Purchase of timber deeds
|
(12,692
|
)
|
|
—
|
|
||
Purchase of land
|
(1,528
|
)
|
|
—
|
|
||
Jesup plant cellulose specialties expansion
|
—
|
|
|
(137,392
|
)
|
||
Other
|
(1,450
|
)
|
|
(1,335
|
)
|
||
CASH USED FOR INVESTING ACTIVITIES
|
(75,884
|
)
|
|
(220,267
|
)
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Issuance of debt
|
1,025,000
|
|
|
—
|
|
||
Repayment of debt
|
(77,100
|
)
|
|
—
|
|
||
Proceeds from the issuance of common stock
|
549
|
|
|
—
|
|
||
Debt issuance costs
|
(15,432
|
)
|
|
—
|
|
||
Common stock repurchased
|
(92
|
)
|
|
—
|
|
||
Net payments (to) from Rayonier
|
(956,579
|
)
|
|
31,457
|
|
||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(23,654
|
)
|
|
31,457
|
|
||
|
|
|
|
|
|
||
CASH AND CASH EQUIVALENTS
|
|
|
|
||||
Change in cash and cash equivalents
|
28,163
|
|
|
—
|
|
||
Balance, beginning of year
|
—
|
|
|
—
|
|
||
Balance, end of period
|
$
|
28,163
|
|
|
$
|
—
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period:
|
|
|
|
||||
Interest
|
$
|
1,881
|
|
|
$
|
—
|
|
Income taxes
|
$
|
18,350
|
|
|
$
|
—
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Capital assets purchased on account
|
$
|
7,935
|
|
|
$
|
27,394
|
|
1.
|
SEPARATION AND BASIS OF PRESENTATION
|
2.
|
RELATED PARTY TRANSACTIONS
|
3.
|
INCOME TAXES
|
4.
|
INVENTORY
|
|
September 27, 2014
|
|
December 31, 2013
|
||||
Finished goods
|
$
|
97,777
|
|
|
$
|
105,398
|
|
Work in progress
|
3,569
|
|
|
3,555
|
|
||
Raw materials
|
17,900
|
|
|
17,420
|
|
||
Manufacturing and maintenance supplies
|
2,895
|
|
|
2,333
|
|
||
Total inventory
|
$
|
122,141
|
|
|
$
|
128,706
|
|
|
Common Stock
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Transfers (to) from Rayonier, net
|
|
Accumulated Other
Comprehensive
Loss
|
|
Total Stockholders'
(Deficit) Equity
|
|||||||||||||||||
|
Shares
|
|
Par Value
|
|
Additional Paid in Capital
|
|
||||||||||||||||||||
Balance, December 31, 2012
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,196,127
|
|
|
$
|
(406,753
|
)
|
|
$
|
(64,670
|
)
|
|
$
|
724,704
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
219,767
|
|
|
—
|
|
|
—
|
|
|
219,767
|
|
||||||
Net gain from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,971
|
|
|
24,971
|
|
||||||
Net transfers to Rayonier
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,141
|
)
|
|
—
|
|
|
(1,141
|
)
|
||||||
Balance, December 31, 2013
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,415,894
|
|
|
$
|
(407,894
|
)
|
|
$
|
(39,699
|
)
|
|
$
|
968,301
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
54,917
|
|
|
—
|
|
|
—
|
|
|
54,917
|
|
||||||
Net loss from pension and postretirement plans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(871
|
)
|
|
(871
|
)
|
||||||
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
|
477,234
|
|
|
5
|
|
|
544
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549
|
|
||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
2,052
|
|
|
|
|
|
|
|
|
2,052
|
|
|||||||||
Repurchase of common stock
|
(610
|
)
|
|
—
|
|
|
(92
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(92
|
)
|
||||||
Adjustments to tax assets and liabilities associated with the Distribution
|
—
|
|
|
—
|
|
|
1,580
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,580
|
|
||||||
Dividends ($0.07 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,952
|
)
|
|
—
|
|
|
—
|
|
|
(2,952
|
)
|
||||||
Balance, September 27, 2014
|
42,653,189
|
|
|
$
|
427
|
|
|
$
|
57,358
|
|
|
$
|
4,760
|
|
|
$
|
—
|
|
|
$
|
(75,989
|
)
|
|
$
|
(13,444
|
)
|
|
Nine Months Ended
|
||||||
|
September 27, 2014
|
|
September 30, 2013
|
||||
Allocation of costs from Rayonier (a)
|
$
|
(35,279
|
)
|
|
$
|
(50,815
|
)
|
Cash receipts received by Rayonier on Company's behalf
|
472,780
|
|
|
787,857
|
|
||
Cash disbursements made by Rayonier on Company's behalf
|
(484,318
|
)
|
|
(700,740
|
)
|
||
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
|
)
|
|
36,302
|
|
||
Non-cash adjustments:
|
|
|
|
||||
Stock-based compensation
|
(3,562
|
)
|
|
(4,845
|
)
|
||
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, prior to separation
|
$
|
(956,579
|
)
|
|
$
|
31,457
|
|
•
|
$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
|
|
For the Period Ended
|
||||||
|
September 27, 2014
|
|
September 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)
|
3,596
|
|
|
3,999
|
|
||
Other comprehensive loss before reclassifications
|
(4,467
|
)
|
|
—
|
|
||
Net other comprehensive (loss) income
|
(871
|
)
|
|
3,999
|
|
||
Net transfer from Rayonier (b)
|
(35,419
|
)
|
|
—
|
|
||
Balance, end of period
|
$
|
(75,989
|
)
|
|
$
|
(60,671
|
)
|
(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' (Deficit) Equity
for additional information.
|
7.
|
OTHER OPERATING EXPENSE (INCOME), NET
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||||||
Loss on sale or disposal of property, plant and equipment
|
$
|
271
|
|
|
$
|
278
|
|
|
$
|
988
|
|
|
$
|
1,260
|
|
One-time separation and legal costs
|
2,774
|
|
|
(175
|
)
|
|
23,454
|
|
|
2,825
|
|
||||
Increase to liabilities for disposed operations resulting from separation from Rayonier (a)
|
—
|
|
|
—
|
|
|
18,419
|
|
|
—
|
|
||||
Environmental reserve adjustment
|
1,500
|
|
|
—
|
|
|
1,500
|
|
|
—
|
|
||||
Miscellaneous expense (income)
|
(27
|
)
|
|
(247
|
)
|
|
439
|
|
|
(324
|
)
|
||||
Total
|
$
|
4,518
|
|
|
$
|
(144
|
)
|
|
$
|
44,800
|
|
|
$
|
3,761
|
|
8.
|
CONTINGENCIES
|
9.
|
EMPLOYEE BENEFIT PLANS
|
|
Pension
|
Postretirement
|
|||||||||||||
|
Three Months Ended
|
|
Three Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
1,510
|
|
|
$
|
698
|
|
|
$
|
162
|
|
|
$
|
288
|
|
Interest cost
|
3,788
|
|
|
1,725
|
|
|
191
|
|
|
174
|
|
||||
Expected return on plan assets
|
(5,934
|
)
|
|
(3,128
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
296
|
|
|
323
|
|
|
4
|
|
|
39
|
|
||||
Amortization of losses
|
2,812
|
|
|
1,623
|
|
|
133
|
|
|
63
|
|
||||
Amortization of negative plan amendment
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
(34
|
)
|
||||
Net periodic benefit cost
|
$
|
2,472
|
|
|
$
|
1,241
|
|
|
$
|
356
|
|
|
$
|
530
|
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
Nine Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
|
|
|
||||||||
Service cost
|
$
|
2,589
|
|
|
$
|
2,092
|
|
|
$
|
476
|
|
|
$
|
742
|
|
Interest cost
|
7,591
|
|
|
5,175
|
|
|
497
|
|
|
564
|
|
||||
Expected return on plan assets
|
(12,399
|
)
|
|
(9,386
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of prior service cost
|
865
|
|
|
969
|
|
|
12
|
|
|
19
|
|
||||
Amortization of losses
|
4,808
|
|
|
4,871
|
|
|
377
|
|
|
439
|
|
||||
Amortization of negative plan amendment
|
—
|
|
|
—
|
|
|
(402
|
)
|
|
—
|
|
||||
Net periodic benefit cost
|
$
|
3,454
|
|
|
$
|
3,721
|
|
|
$
|
960
|
|
|
$
|
1,764
|
|
10.
|
EARNINGS PER SHARE OF COMMON STOCK
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||||||
Net income
|
$
|
19,408
|
|
|
$
|
39,966
|
|
|
$
|
54,917
|
|
|
$
|
168,967
|
|
|
|
|
|
|
|
|
|
||||||||
Shares used for determining basic earnings per share of common stock
|
42,167,014
|
|
|
42,176,565
|
|
|
42,160,559
|
|
|
42,176,565
|
|
||||
Dilutive effect of:
|
|
|
|
|
|
|
|
||||||||
Stock options
|
68,799
|
|
|
—
|
|
|
69,600
|
|
|
—
|
|
||||
Performance and restricted shares
|
12,157
|
|
|
—
|
|
|
10,289
|
|
|
—
|
|
||||
Shares used for determining diluted earnings per share of common stock
|
42,247,970
|
|
|
42,176,565
|
|
|
42,240,448
|
|
|
42,176,565
|
|
||||
Basic earnings per share (not in thousands)
|
$
|
0.46
|
|
|
$
|
0.95
|
|
|
$
|
1.30
|
|
|
$
|
4.01
|
|
Diluted earnings per share (not in thousands)
|
$
|
0.46
|
|
|
$
|
0.95
|
|
|
$
|
1.30
|
|
|
$
|
4.01
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||
Stock options
|
179,693
|
|
|
—
|
|
|
174,679
|
|
|
—
|
|
Restricted shares
|
109,894
|
|
|
—
|
|
|
37,444
|
|
|
—
|
|
Total
|
289,587
|
|
|
—
|
|
|
212,123
|
|
|
—
|
|
11.
|
FAIR VALUE MEASUREMENTS
|
|
September 27, 2014
|
||||||||||
Asset (liability)
|
Carrying
Amount
|
|
Fair Value
|
||||||||
|
|
|
Level 1
|
|
Level 2
|
||||||
Cash and cash equivalents
|
$
|
28,163
|
|
|
$
|
28,163
|
|
|
$
|
—
|
|
Current maturities of long-term debt
|
(8,400
|
)
|
|
—
|
|
|
(8,400
|
)
|
|||
Long-term debt
|
(938,471
|
)
|
|
—
|
|
|
(910,625
|
)
|
12.
|
GUARANTEES
|
Financial Commitments
|
|
Maximum Potential
Payment
|
|
Carrying Amount
of Liability
|
||||
Standby letters of credit (a)
|
|
$
|
26,572
|
|
|
$
|
—
|
|
Surety bonds (b)
|
|
55,652
|
|
|
19,106
|
|
||
Total financial commitments
|
|
$
|
82,224
|
|
|
$
|
19,106
|
|
(a)
|
The letters of credit primarily provide 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 post closure care and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire at various dates during 2015 and 2019. They are expected to be renewed annually as required. See
Note 7
—
Other Operating Expense (Income), Net
.
|
13.
|
INCENTIVE STOCK PLANS
|
•
|
Performance-based stock unit 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. The number of shares, if any, that are ultimately awarded is contingent upon the Company’s total shareholder return versus selected peer group companies. The conversion ratio for the 2012 performance share awards is between
0
and
200 percent
of target. The payout is based on a market condition and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then amortized over the vesting period. The Company has reserved
83,454
shares of common stock for these awards as of
September 27, 2014
.
|
•
|
Performance-based stock unit awards granted in 2013 (with a 2013-2015 performance period) were canceled as of the distribution date and replaced with restricted stock awards of the Company that will vest
24
months after the distribution date, generally subject to the holder’s continued employment.
|
•
|
Performance-based stock unit awards granted in 2014 (with a 2014-2016 performance period) were canceled and replaced with performance-based restricted stock 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. The number of shares, if any, that are ultimately awarded is contingent upon the Company’s total shareholder return versus selected peer group companies. The conversion ratio for the 2014 performance share awards is between
0
and
200 percent
of target. The payout is based on a market condition and as such, the awards are valued using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is then amortized over the vesting period. The Company has reserved
313,423
shares of common stock for these awards as of
September 27, 2014
.
|
|
Stock Options
|
|
Restricted Stock
|
|
Performance-Based Stock Units
|
|
Performance-Based Restricted Stock
|
||||||||||||||||||||
|
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
|
500,681
|
|
|
31.15
|
|
|
145,201
|
|
|
42.43
|
|
|
49,811
|
|
|
42.27
|
|
|
146,732
|
|
|
39.67
|
|
||||
Granted
|
5,130
|
|
|
39.07
|
|
|
15,083
|
|
|
40.86
|
|
|
—
|
|
|
—
|
|
|
9,980
|
|
|
46.38
|
|
||||
Forfeited
|
(228
|
)
|
|
39.03
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Exercised or settled
|
(24,689
|
)
|
|
22.21
|
|
|
(1,875
|
)
|
|
33.82
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Expired or canceled
|
(57
|
)
|
|
42.12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Outstanding at September 27, 2014
|
480,837
|
|
|
$
|
31.69
|
|
|
158,409
|
|
|
$
|
42.38
|
|
|
49,811
|
|
|
$
|
42.27
|
|
|
156,712
|
|
|
$
|
40.10
|
|
14.
|
LIABILITIES FOR DISPOSED OPERATIONS
|
|
September 27,
|
||
|
2014
|
||
Balance, beginning of period
|
$
|
—
|
|
Net transfer of liabilities with Rayonier
|
73,840
|
|
|
Expenditures charged to liabilities
|
(2,151
|
)
|
|
Increase to liabilities (a)
|
20,019
|
|
|
Balance, end of period
|
91,708
|
|
|
Less: Current portion
|
(7,515
|
)
|
|
Non-current portion
|
$
|
84,193
|
|
|
Activity (in millions)
|
|||||||||||||||
|
|
Liabilities Assumed at Separation
|
|
Expenditures
|
|
Increase
(Reduction)
to
Liabilities
|
|
September 27,
2014
Liability
|
||||||||
Augusta, Georgia
|
|
$
|
10.8
|
|
|
$
|
(0.3
|
)
|
|
$
|
7.3
|
|
|
$
|
17.8
|
|
Spartanburg, South Carolina
|
|
10.9
|
|
|
(0.3
|
)
|
|
5.0
|
|
|
15.6
|
|
||||
East Point, Georgia
|
|
9.4
|
|
|
(0.4
|
)
|
|
4.3
|
|
|
13.3
|
|
||||
Baldwin, Florida
|
|
10.2
|
|
|
(0.3
|
)
|
|
2.1
|
|
|
12.0
|
|
||||
Other SWP sites
|
|
18.1
|
|
|
(0.4
|
)
|
|
1.1
|
|
|
18.8
|
|
||||
Total SWP
|
|
59.4
|
|
|
(1.7
|
)
|
|
19.8
|
|
|
77.5
|
|
||||
Port Angeles, Washington
|
|
8.1
|
|
|
(0.4
|
)
|
|
0.1
|
|
|
7.8
|
|
||||
All other sites
|
|
6.4
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
6.4
|
|
||||
TOTAL
|
|
$
|
73.9
|
|
|
$
|
(2.2
|
)
|
|
$
|
20.0
|
|
|
$
|
91.7
|
|
15.
|
DEBT
|
|
September 27, 2014
|
||
Term A-1 Loan Facility borrowings due 2019 at a variable interest rate of 1.65% at September 27, 2014 (a)
|
$
|
108,332
|
|
Term A-2 Loan Facility borrowings due 2021 at a variable interest rate of 1.23% at September 27, 2014 (b)
|
288,539
|
|
|
Senior Notes due 2024 at a fixed interest rate of 5.50%
|
550,000
|
|
|
Total debt
|
946,871
|
|
|
Less: Current maturities of long-term debt
|
(8,400
|
)
|
|
Long-term debt
|
$
|
938,471
|
|
(a)
|
The Term A-1 Loan includes an unamortized issue discount of approximately $
293 thousand
at
September 27, 2014
. Upon maturity the liability will be $
109
million.
|
(b)
|
The Term A-2 Loan includes an unamortized issue discount of approximately $
736 thousand
at
September 27, 2014
. Upon maturity the liability will be $
289
million.
|
Remaining 2014
|
$
|
2,100
|
|
2015
|
8,400
|
|
|
2016
|
8,400
|
|
|
2017
|
9,775
|
|
|
2018
|
11,150
|
|
|
Thereafter
|
908,075
|
|
|
Total Principal Payments
|
$
|
947,900
|
|
16.
|
OTHER ASSETS
|
|
September 27, 2014
|
|
December 31, 2013
|
||||
Deferred income tax assets, non-current (a)
|
$
|
30,337
|
|
|
$
|
—
|
|
Manufacturing and maintenance supplies
|
22,093
|
|
|
20,960
|
|
||
Debt issuance costs, net of amortization (b)
|
13,808
|
|
|
—
|
|
||
Timber deeds
|
11,107
|
|
|
—
|
|
||
Disposed operations assets (c)
|
11,079
|
|
|
—
|
|
||
Deposits
|
3,945
|
|
|
27
|
|
||
Deferred software charges
|
1,975
|
|
|
2,227
|
|
||
Other non-current assets
|
8,932
|
|
|
4,709
|
|
||
Total other assets
|
$
|
103,276
|
|
|
$
|
27,923
|
|
(a)
|
Deferred tax assets are primarily due to the transfer of pension and disposition liabilities from Rayonier at separation. See
Note 9
—
Employee Benefit Plans
and
Note 14
—
Liabilities for Disposed Operations
for additional information.
|
(b)
|
Debt issuance costs are capitalized and amortized to interest expense over the term of the debt to which they relate using a method that approximates the interest method. See
Note 15
-
Debt
for additional information.
|
(c)
|
Disposed operations assets were transferred with the liabilities from Rayonier at separation. See
Note 14
—
Liabilities for Disposed Operations
for additional information.
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
Financial Information (in millions)
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||||||
Net Sales
|
|
|
|
|
|
|
|
||||||||
Cellulose specialties
|
$
|
223
|
|
|
$
|
200
|
|
|
$
|
630
|
|
|
$
|
680
|
|
Absorbent materials
|
18
|
|
|
9
|
|
|
29
|
|
|
66
|
|
||||
Commodity viscose and other
|
13
|
|
|
17
|
|
|
51
|
|
|
19
|
|
||||
Total Net Sales
|
254
|
|
|
226
|
|
|
710
|
|
|
765
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cost of Sales
|
198
|
|
|
158
|
|
|
547
|
|
|
516
|
|
||||
Gross Margin
|
56
|
|
|
68
|
|
|
163
|
|
|
249
|
|
||||
Selling and general expenses
|
9
|
|
|
8
|
|
|
27
|
|
|
27
|
|
||||
Other operating expense
|
5
|
|
|
—
|
|
|
45
|
|
|
4
|
|
||||
Operating Income
|
42
|
|
|
60
|
|
|
91
|
|
|
218
|
|
||||
Interest Expense, Interest Income and Other
|
(10
|
)
|
|
—
|
|
|
(13
|
)
|
|
—
|
|
||||
Income Before Income Taxes
|
32
|
|
|
60
|
|
|
78
|
|
|
218
|
|
||||
Income Tax Expense
|
(13
|
)
|
|
(20
|
)
|
|
(23
|
)
|
|
(49
|
)
|
||||
Net Income
|
$
|
19
|
|
|
$
|
40
|
|
|
$
|
55
|
|
|
$
|
169
|
|
|
|
|
|
|
|
|
|
||||||||
Other Data
|
|
|
|
|
|
|
|
||||||||
Sales Prices ($ per metric ton)
|
|
|
|
|
|
|
|
||||||||
Cellulose specialties
|
$
|
1,727
|
|
|
$
|
1,941
|
|
|
$
|
1,771
|
|
|
$
|
1,903
|
|
Absorbent materials
|
718
|
|
|
603
|
|
|
685
|
|
|
639
|
|
||||
Commodity viscose and other
|
699
|
|
|
789
|
|
|
698
|
|
|
789
|
|
||||
Sales Volumes (thousands of metric tons)
|
|
|
|
|
|
|
|
||||||||
Cellulose specialties
|
129
|
|
|
103
|
|
|
356
|
|
|
357
|
|
||||
Absorbent materials
|
26
|
|
|
13
|
|
|
42
|
|
|
98
|
|
||||
Commodity viscose and other
|
13
|
|
|
19
|
|
|
60
|
|
|
19
|
|
||||
Total Tons
|
168
|
|
|
135
|
|
|
458
|
|
|
474
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross Margin %
|
22.0
|
%
|
|
30.1
|
%
|
|
23.0
|
%
|
|
32.5
|
%
|
||||
Operating Margin %
|
16.4
|
%
|
|
26.3
|
%
|
|
12.9
|
%
|
|
28.6
|
%
|
||||
Effective Tax Rate %
|
39.6
|
%
|
|
33.0
|
%
|
|
30.0
|
%
|
|
23.0
|
%
|
Sales (in millions)
|
September 30, 2013
|
|
Changes Attributable to:
|
|
September 27, 2014
|
||||||||||
Three Months Ended
|
Price
|
|
Volume/
Mix
|
|
|||||||||||
Cellulose specialties
|
$
|
200
|
|
|
$
|
(26
|
)
|
|
$
|
49
|
|
|
$
|
223
|
|
Absorbent materials
|
9
|
|
|
2
|
|
|
7
|
|
|
18
|
|
||||
Commodity viscose and other
|
17
|
|
|
(6
|
)
|
|
2
|
|
|
13
|
|
||||
Total Sales
|
$
|
226
|
|
|
$
|
(30
|
)
|
|
$
|
58
|
|
|
$
|
254
|
|
Sales (in millions)
|
September 30, 2013
|
|
Changes Attributable to:
|
|
September 27, 2014
|
||||||||||
Nine Months Ended
|
Price
|
|
Volume/
Mix
|
|
|||||||||||
Cellulose specialties
|
$
|
680
|
|
|
$
|
(47
|
)
|
|
$
|
(3
|
)
|
|
$
|
630
|
|
Absorbent materials
|
66
|
|
|
2
|
|
|
(39
|
)
|
|
29
|
|
||||
Commodity viscose and other
|
19
|
|
|
(6
|
)
|
|
38
|
|
|
51
|
|
||||
Total Sales
|
$
|
765
|
|
|
$
|
(51
|
)
|
|
$
|
(4
|
)
|
|
$
|
710
|
|
Operating Income (in millions)
|
September 30, 2013
|
|
Changes Attributable to:
|
|
September 27, 2014
|
||||||||||||||
|
Cellulose Specialties
|
|
Costs/Mix/Other
|
|
|||||||||||||||
Three Months Ended
|
Price
|
|
Volume
|
|
|
||||||||||||||
Operating Income
|
$
|
59
|
|
|
$
|
(26
|
)
|
|
$
|
20
|
|
|
$
|
(11
|
)
|
|
$
|
42
|
|
Operating Margin %
|
26.3
|
%
|
|
(9.7
|
)%
|
|
4.7
|
%
|
|
(4.9
|
)%
|
|
16.4
|
%
|
Operating Income (in millions)
|
September 30, 2013
|
|
Changes Attributable to:
|
|
September 27, 2014
|
||||||||||||||
|
Cellulose Specialties
|
|
Costs/Mix/Other
|
|
|||||||||||||||
Nine Months Ended
|
Price
|
|
Volume
|
|
|
||||||||||||||
Operating Income
|
$
|
218
|
|
|
$
|
(47
|
)
|
|
$
|
(1
|
)
|
|
$
|
(79
|
)
|
|
$
|
91
|
|
Operating Margin %
|
28.6
|
%
|
|
(4.7
|
)%
|
|
(0.1
|
)%
|
|
(10.9
|
)%
|
|
12.9
|
%
|
|
September 27,
|
|
December 31,
|
||||
|
2014
|
|
2013
|
||||
Cash and cash equivalents (a)
|
$
|
28
|
|
|
$
|
—
|
|
Availability under the Revolving Credit Facility (b)
|
223
|
|
|
—
|
|
||
Total debt (c)
|
947
|
|
|
—
|
|
|
September 27, 2014
|
|
September 30, 2013
|
||||
Cash provided by (used for):
|
|
|
|
||||
Operating activities
|
$
|
128
|
|
|
$
|
189
|
|
Investing activities
|
(76
|
)
|
|
(220
|
)
|
||
Financing activities
|
(24
|
)
|
|
31
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 27, 2014
|
|
September 30, 2013
|
|
September 27, 2014
|
|
September 30, 2013
|
||||||||
Net Income to EBITDA Reconciliation
|
|
|
|
|
|
|
|
||||||||
Net Income
|
$
|
19
|
|
|
$
|
40
|
|
|
$
|
55
|
|
|
$
|
169
|
|
Interest, net
|
9
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Income tax expense
|
13
|
|
|
20
|
|
|
24
|
|
|
50
|
|
||||
Depreciation and amortization
|
24
|
|
|
22
|
|
|
62
|
|
|
51
|
|
||||
EBITDA
|
65
|
|
|
82
|
|
|
153
|
|
|
270
|
|
||||
One-time separation and legal costs
|
3
|
|
|
—
|
|
|
42
|
|
|
3
|
|
||||
Environmental reserve adjustment
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
||||
Pro Forma EBITDA
|
70
|
|
|
82
|
|
|
197
|
|
|
273
|
|
||||
Allocated corporate costs
|
6
|
|
|
3
|
|
|
14
|
|
|
12
|
|
||||
Segment EBITDA
|
$
|
76
|
|
|
$
|
85
|
|
|
$
|
211
|
|
|
$
|
285
|
|
|
Nine Months Ended
|
||||||
|
September 27, 2014
|
|
September 30, 2013
|
||||
Cash Flow from Operations to Adjusted Free Cash Flow Reconciliation
|
|
|
|
||||
Cash flow from operations
|
$
|
128
|
|
|
$
|
189
|
|
Capital expenditures (a)
|
(60
|
)
|
|
(82
|
)
|
||
Tax benefit due to exchange of AFMC for CBPC
|
—
|
|
|
(19
|
)
|
||
Adjusted Free Cash Flow
|
$
|
68
|
|
|
$
|
88
|
|
Cash used for investing activities
|
$
|
(76
|
)
|
|
$
|
(220
|
)
|
Cash (used for) provided by financing activities
|
$
|
(24
|
)
|
|
$
|
31
|
|
(a)
|
Capital expenditures exclude strategic capital expenditures which are deemed discretionary by management. Strategic capital totaled
$13 million
for the purchase of timber deeds and
$2 million
for the purchase of land from Rayonier for the
nine
months ended
September 27, 2014
. Strategic capital totaled
$137 million
for the CSE for the
nine
months ended
September 30, 2013
.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
Remaining 2014
|
|
2015-2016
|
|
2017-2018
|
|
Thereafter
|
|||||||||||||
Long-term debt
|
$
|
940
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
21
|
|
|
$
|
908
|
|
Current maturities of long-term debt
|
8
|
|
|
2
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments on long-term debt (a)
|
339
|
|
|
22
|
|
|
75
|
|
|
75
|
|
|
167
|
|
|||||
Postretirement obligations (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases — PP&E, offices (c)
|
3
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|||||
Purchase obligations - environmental services (d)
|
5
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||
Total contractual cash obligations
|
$
|
1,295
|
|
|
$
|
25
|
|
|
$
|
94
|
|
|
$
|
97
|
|
|
$
|
1,079
|
|
(a)
|
Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of
September 27, 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
|
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
|
||||
June 28 to July 31
|
610
|
|
|
41.76
|
|
|
—
|
|
|
—
|
|
August 1 to August 31
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
September 1 to September 27
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total
|
610
|
|
|
|
|
—
|
|
|
|
10.1
|
|
Amendment to Cellulose Specialties Agreement, dated effective as of December 31, 2014, between Nantong Cellulose Fibers Co., Ltd. and Rayonier Performance Fibers, LLC. (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 October 20, 2014)
|
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 September 27, 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 September 27, 2014 and September 30, 2013; (ii) the Condensed Consolidated Balance Sheets as of September 27, 2014 and December 31, 2013; (iii) the Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 27, 2014 and September 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)
|
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
September 27, 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.
|