Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 29, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | PCH | |
Entity Registrant Name | PotlatchDeltic Corporation | |
Entity Central Index Key | 1,338,749 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 62,754,582 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Income Statement [Abstract] | |||||
Revenues | $ 289,199 | $ 190,441 | $ 757,329 | $ 503,351 | |
Costs and expenses: | |||||
Cost of goods sold | 195,584 | 124,727 | 515,645 | 348,581 | |
Selling, general and administrative expenses | 14,901 | 13,240 | 45,449 | 37,687 | |
Deltic merger-related costs | [1] | 972 | 27 | 21,245 | 27 |
Environmental charges for Avery Landing | 4,978 | 4,978 | |||
Loss (gain) on lumber price swap | 2,080 | (1,185) | |||
Total costs and expenses | 211,457 | 145,052 | 582,339 | 390,088 | |
Operating income | 77,742 | 45,389 | 174,990 | 113,263 | |
Interest expense, net | (10,109) | (7,336) | (25,125) | (19,654) | |
Non-operating pension and other postretirement employee benefit costs | (1,942) | (1,596) | (5,707) | (4,788) | |
Income before income taxes | 65,691 | 36,457 | 144,158 | 88,821 | |
Income taxes | (5,355) | (2,757) | (23,077) | (13,956) | |
Net income | $ 60,336 | $ 33,700 | $ 121,081 | $ 74,865 | |
Net income per share: | |||||
Basic (in dollars per share) | $ 0.96 | $ 0.83 | $ 2.06 | $ 1.83 | |
Diluted (in dollars per share) | 0.93 | 0.82 | 2.03 | 1.82 | |
Dividends per share (in dollars per share) | $ 0.40 | $ 0.375 | $ 1.20 | $ 1.125 | |
Weighted-average shares outstanding (in thousands): | |||||
Basic (in shares) | 62,985,517 | 40,829,399 | 58,765,381 | 40,814,135 | |
Diluted (in shares) | 64,721,657 | 41,250,457 | 59,542,200 | 41,182,795 | |
[1] | For integration and restructuring costs related to the merger with Deltic see Note 13: Merger, Integration and Other Costs. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Statement Of Income And Comprehensive Income [Abstract] | |||||
Net income | $ 60,336 | $ 33,700 | $ 121,081 | $ 74,865 | |
Other comprehensive income, net of tax: | |||||
Amortization of prior service credit included in net income, net of tax benefit of $(565), $(838), $(1,695) and $(2,513) | [1] | (1,608) | (1,309) | (4,824) | (3,929) |
Amortization of actuarial loss included in net income, net of tax expense of $1,164, $1,562, $3,491 and $4,686 | [1] | 3,311 | 2,443 | 9,934 | 7,330 |
Cash flow hedge, net of tax expense (benefit) of $166, $0, $386 and $(87) | 1,591 | 1,850 | (137) | ||
Other comprehensive income, net of tax | 3,294 | 1,134 | 6,960 | 3,264 | |
Comprehensive income | $ 63,630 | $ 34,834 | $ 128,041 | $ 78,129 | |
[1] | Amortization of prior service credit (cost) and amortization of actuarial loss are included in the computation of net periodic cost (benefit). |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Amortization of prior service credit included in net income, tax benefit | $ (565) | $ (838) | $ (1,695) | $ (2,513) |
Amortization of actuarial loss included in net income, tax expense | 1,164 | 1,562 | 3,491 | 4,686 |
Cash flow hedge, tax expense (benefit) | $ 166 | $ 0 | $ 386 | $ 87 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 137,535 | $ 120,457 |
Customer receivables, net | 39,029 | 11,240 |
Inventories | 73,864 | 50,132 |
Other current assets | 18,988 | 11,478 |
Total current assets | 269,416 | 193,307 |
Property, plant and equipment, net | 340,146 | 77,229 |
Investment in real estate held for development and sale | 76,523 | |
Timber and timberlands, net | 1,684,049 | 654,476 |
Deferred tax assets, net | 19,796 | |
Trade name and customer relationships intangibles, net | 19,241 | |
Other long-term assets | 23,696 | 8,271 |
Total assets | 2,413,071 | 953,079 |
Current liabilities: | ||
Distribution payable | 222,000 | |
Accounts payable and accrued liabilities | 80,258 | 55,201 |
Current portion of long-term debt | 14,263 | |
Current portion of pension and other postretirement employee benefits | 6,088 | 5,334 |
Total current liabilities | 308,346 | 74,798 |
Long-term debt | 783,899 | 559,056 |
Pension and other postretirement employee benefits | 89,035 | 103,524 |
Deferred tax liabilities, net | 38,575 | |
Other long-term obligations | 14,147 | 15,159 |
Total liabilities | 1,234,002 | 752,537 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Common stock, $1 par value | 62,755 | 40,612 |
Additional paid-in capital | 1,483,750 | 359,144 |
Accumulated deficit | (256,280) | (104,363) |
Accumulated other comprehensive loss | (111,156) | (94,851) |
Total stockholders’ equity | 1,179,069 | 200,542 |
Total liabilities and stockholders' equity | $ 2,413,071 | $ 953,079 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 1 | $ 1 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | |||
CASH FLOWS FROM OPERATING ACTIVITIES | |||||
Net income | $ 121,081 | $ 74,865 | |||
Adjustments to reconcile net income to net cash from operating activities: | |||||
Depreciation, depletion and amortization | $ 19,445 | 53,685 | 21,908 | ||
Basis of real estate sold | 4,248 | 10,673 | 6,351 | ||
Change in deferred taxes | 13,879 | (925) | |||
Pension and other postretirement employee benefits | 12,221 | 9,863 | |||
Equity-based compensation expense | 6,518 | 3,536 | |||
Other, net | (1,220) | (1,467) | |||
Change in working capital and operating-related activities, net | (13,289) | 20,489 | |||
Real estate development expenditures | (3,081) | ||||
Funding of qualified pension plans | (52,099) | (5,275) | |||
Net cash from operating activities | 148,368 | 129,345 | |||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Purchase of property, plant and equipment | (18,496) | (9,445) | |||
Timberlands reforestation and roads | (12,464) | (11,577) | |||
Acquisition of timber and timberlands | (166) | (22,033) | |||
Other, net | 655 | (106) | |||
Cash and cash equivalents acquired in Deltic merger | 3,419 | ||||
Net cash from investing activities | (27,052) | (43,161) | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Dividends to common stockholders | (75,305) | (45,686) | |||
Proceeds from Potlatch revolving line of credit | 100,000 | ||||
Repayment of Potlatch revolving line of credit | (100,000) | ||||
Revolving line of credit repayment attributable to Deltic | (106,000) | ||||
Proceeds from issue of long-term debt | 100,000 | ||||
Repayment of long-term debt | (14,250) | (5,000) | |||
Debt issuance costs | (2,434) | ||||
Other, net | (2,541) | (1,279) | |||
Net cash from financing activities | (100,530) | (51,965) | |||
Change in cash, cash equivalents and restricted cash | 20,786 | 34,219 | |||
Cash, cash equivalents and restricted cash at beginning of period | 120,457 | 82,584 | |||
Cash, cash equivalents and restricted cash at end of period | 141,243 | 141,243 | 116,803 | ||
Cash paid during the period for: | |||||
Interest, net of amounts capitalized | 23,183 | 17,381 | |||
Income taxes, net | 10,335 | 13,923 | |||
NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Earnings and profits distribution payable | 222,000 | ||||
Cash and cash equivalents | 137,535 | 137,535 | $ 116,803 | ||
Restricted cash included in other long-term assets | $ 3,708 | [1] | $ 3,708 | [1] | |
Restricted Cash and Cash Equivalents, Noncurrent, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | ||
Deltic [Member] | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES | |||||
Equity issued as consideration for our merger with Deltic | $ 1,142,775 | ||||
[1] | Amounts included in restricted cash represent proceeds held by a qualified intermediary that are intended to be reinvested in timber and timberlands. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1. BASIS OF PRESENTATION Our unaudited condensed consolidated financial statements provide an overall view of our results and financial condition and include the results of Deltic Timber Corporation (Deltic) beginning February 21, 2018, the first full business day following the merger of Deltic into Portland Merger, LLC, a wholly-owned subsidiary of Potlatch. See Note 3: Merger with Deltic Intercompany transactions and accounts have been eliminated in consolidation. The accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments that are, in the opinion of management, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. Except as otherwise disclosed in these Notes to Condensed Consolidated Financial Statements, such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission pertaining to interim financial statements. Certain disclosures normally provided in accordance with accounting principles generally accepted in the United States have been omitted. This Quarterly Report on Form 10-Q should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on February 16, 2018. Results of operations for interim periods should not be regarded as necessarily indicative of the results that may be expected for the full year. RECLASSIFICATIONS Components of prior year pension plan and other postretirement benefit plan costs were reclassified to non-operating pension and other postretirement benefit costs to conform to the 2018 presentation. See Note 2: Recent Accounting Pronouncements |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Pronouncements | NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS New Accounting Standards – Recently Adopted In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014‑09, Revenue from Contracts with Customers: Topic 606 Note 5: Revenue Recognition In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost Condensed Consolidated Statements of Income For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 (Dollars in thousands) Previously Reported Effect of Change As Adjusted Previously Reported Effect of Change As Adjusted Operating income $ 43,793 1,596 $ 45,389 $ 108,475 4,788 $ 113,263 In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash, In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities In February 2018, the FASB issued ASU No. 2018-2, Income Statement – Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Note 11: Components of Accumulated Other Comprehensive Loss New Accounting Standards – Recently Issued In August 2018, the FASB issued ASU No. 2018-15 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) of We expect to adopt ASU 2016-02, along with subsequent amendments, on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides several optional practical expedients in transition and for an entity’s ongoing accounting. We continue to assess and document the effect of this ASU and subsequent amendments either made or being contemplated by the FASB. This assessment and documentation includes reviewing all forms of leases, performing a completeness assessment over our lease population and analyzing the practical expedients. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets and lease liabilities, which includes not recognizing ROU assets or lease liabilities for short-term leases of those assets in transition. We expect the adoption of this ASU will result in minor refinements to our controls over financial reporting and will significantly expand financial statement disclosures as we have operating leases covering office space, equipment and vehicles expiring at various dates through 2033. We currently expect our right-of use assets and lease liabilities recorded upon adoption will approximate the present value of our current future minimum lease payments required under our operating leases in effect upon adoption. Lease costs will generally continue to be recognized on a straight-line basis. As of December 31, 2017, the undiscounted cash flows of our operating leases were $14.4 million. |
Merger with Deltic
Merger with Deltic | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Merger with Deltic | NOTE 3. MERGER WITH DELTIC On February 20, 2018 (merger date), Deltic Timber Corporation (Deltic) merged into Portland Merger, LLC, a wholly-owned subsidiary of Potlatch. Deltic owned approximately 530,000 acres of timberland, operated two sawmills and a medium density fiberboard plant and was engaged in real estate development primarily in Arkansas. The merger creates a combined company with a diversified timberland base of nearly 2 million acres, including approximately 930,000 acres in Arkansas. It uniquely positions us to expand our integrated model of timberland ownership and lumber manufacturing, provide significant tax savings on Deltic’s timber harvest earnings and increase our exposure to the fast-growing Texas housing market. Under the merger agreement, each issued and outstanding share of Deltic common stock was exchanged for 1.80 shares of Potlatch common stock, with cash paid in lieu of any fractional shares. Upon consummation of the merger, all outstanding Deltic stock options (which fully vested as of the merger date) and restricted stock units (RSUs) were converted into Potlatch stock options and RSUs, after giving effect to the 1.80 exchange ratio. Because the Deltic stock options are fully vested and relate to services rendered to Deltic prior to the merger, the replacement stock options are also fully vested and their fair value is included in the consideration transferred. A portion of the replacement RSUs relate to services to be performed post-merger and therefore are not included in consideration transferred. See additional details about replacement share-based payment awards in Note 12: Equity-Based Compensation The following table summarizes the total consideration transferred in the merger: (Dollars in thousands, except share and per share amounts) Number of shares of Deltic common stock outstanding 1 12,121,223 Number of Deltic performance awards 2 90,515 12,211,738 Exchange ratio 3 1.80 Potlatch shares issued 21,981,128 Price per Potlatch common share 4 $ 51.95 Aggregate value of Potlatch common shares issued $ 1,141,920 Cash paid in lieu of fractional shares 14 Fair value of stock options and RSUs 5 841 Consideration transferred $ 1,142,775 1 Number of shares of Deltic common stock issued and outstanding as of February 20, 2018, net of fractional shares. 2 Number of shares of Deltic performance awards for pre-combination services rendered that vested upon closing of the merger. 3 Exchange ratio per the merger agreement. 4 Closing price of Potlatch common shares on February 20, 2018. 5 Fair value of Deltic stock options for pre-combination services rendered that vested upon closing of the merger, as well as RSUs for pre-combination services rendered. On August 30, 2018, the board of directors approved a special distribution of $222.0 million, payable on November 15, 2018, to stockholders of record on September 27, 2018. The special distribution amount equals the company’s determination of the accumulated earnings and profits of Deltic as of merger date and must be distributed by the company prior to December 31, 2018 in order to maintain the company’s qualification as a REIT for U.S. federal income tax purposes. C The declaration of this special distribution created a $222.0 million unconditional obligation for the company as of August 30, 2018 which is recorded as distribution payable on the Condensed Consolidated Balance Sheets at September 30, 2018. Note: 3 Earnings Per Share The company entered into a two-year consulting agreement for $1.85 million with Deltic’s former Chief Executive Officer. While the agreement was terminated in the first quarter of 2018, payments are required to be made through the end of the two year term. This agreement was considered a separate transaction from the business combination, therefore the $1.85 million was recorded as merger costs in the first quarter of 2018. We expensed approximately $1.0 million and $21.2 million of merger-related costs during the three and nine months ended September 30, 2018, respectively. See Note 13: Merger, Integration and other Costs Condensed Consolidated Statements of Income . The amount of revenue and income before income taxes from acquired Deltic operations included in our Condensed Consolidated Statement of Income (Dollars in thousands) Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Net sales $ 83,385 $ 192,244 Income before income taxes $ 17,180 $ 25,869 Summarized unaudited pro forma information that presents combined amounts as if this merger occurred at the beginning of 2017 is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands, except per share amounts) 2018 2017 2018 2017 Net sales $ 289,199 $ 252,097 $ 795,992 $ 673,575 Net earnings attributable to PotlatchDeltic common shareholders $ 61,327 $ 30,099 $ 142,314 $ 63,862 Basic earnings per share attributable to PotlatchDeltic common Shareholders $ 0.91 $ 0.44 $ 2.13 $ 0.95 Diluted earnings per share attributable to PotlatchDeltic common shareholders $ 0.91 $ 0.44 $ 2.12 $ 0.95 Pro forma net earnings attributable to PotlatchDeltic common shareholders excludes $1.0 million and $26.7 million of non-recurring merger-related costs incurred by both companies during the three and nine months ended September 30, 2018, respectively, of which $5.4 million were incurred by Deltic prior to the merger. Pro forma basic and diluted earnings per share assumes issuance of approximately 22.0 million shares that were issued at the merger date as of the beginning of 2017. Pro forma basic and diluted earnings per share also assumes the issuance of 4.2 million shares as of the beginning of 2017, which is the estimated number of shares from the special distribution required to settle the estimated stock portion of the liability at September 30, 2018. PotlatchDeltic has accounted for the merger transaction as the acquirer and has applied the acquisition method of accounting. Under the acquisition method, the assets acquired and liabilities assumed from Deltic were generally recorded as of the date of the merger at their respective estimated fair values. Our September 30, 2018 Condensed Consolidated Balance Sheet Fair Value Measurements and Disclosures The following table summarizes the preliminary fair value measurements of assets acquired and liabilities assumed as of merger date: (Dollars in thousands) February 20, 2018 Measurement Period Adjustments As Adjusted February 20, 2018 ASSETS Cash and cash equivalents $ 3,419 $ — $ 3,419 Customer receivables, net 12,709 — 12,709 Inventories 17,316 — 17,316 Other current assets 8,276 524 8,800 Real estate held for development and sale 79,000 (2,000 ) 77,000 Property, plant and equipment 265,901 (5,132 ) 260,769 Timber and timberlands 1,060,000 913 1,060,913 Mineral rights — 6,236 6,236 Trade name and customer relationships intangibles 19,000 500 19,500 Other long-term assets 2,010 1,546 3,556 Total assets acquired 1,467,631 2,587 1,470,218 LIABILITIES Accounts payable and accrued liabilities 12,604 3,418 16,022 Current portion of pension and other postretirement employee benefits 754 — 754 Long-term debt 229,968 — 229,968 Pension and other postretirement employee benefits 36,155 — 36,155 Deferred tax liabilities, net 44,439 (831 ) 43,608 Other long-term liabilities 936 — 936 Total liabilities assumed 324,856 2,587 327,443 Net assets acquired $ 1,142,775 $ — $ 1,142,775 The real estate held for development and sale adjustment of $2.0 million was based on continued refinement of information as of the merger date factored into the valuation. The property, plant and equipment adjustment of $ 5.1 million related to further refinement and review of the inputs associated with valuation of the acquired buildings and equipment including items such as estimated useful lives, maintenance expenditures and market comparables. The $ 0.9 million adjustment to timber and timberlands is a combination of the separation of the mineral rights value previously included in the timber and timberlands, offset by further revisions to the underlying valuation assumptions. The mineral rights measurement period adjustment of $6.2 million related to certain oil and gas royalty payments from third party extractive activities on the acquired land. This amount is included in other long-term assets in the Condensed Consolidated Balance Sheets These estimated fair values are preliminary in nature and subject to adjustments, which could be material. We have not identified any material unrecorded pre-merger contingencies where the related asset, liability or impairment is probable and the amount can be reasonably estimated. We are currently in the process of finalizing our valuations related to the following: • Timber and timberlands • Mineral rights • Property, plant and equipment • Real estate held for development and sale • Intangible assets, which includes trade names and customer relationships • Other contractual rights and obligations • Income taxes Our valuations will be finalized when certain information arranged to be obtained has been received, our review of that information has been completed and our review of the underlying assumptions within the valuation models has been completed. Prior to the finalization of the purchase price allocation, if information becomes available that would indicate it is probable that such events had occurred and the amounts can be reasonably estimated, such items will be included in the final purchase price allocation. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | NOTE 4. EARNINGS PER SHARE The following table reconciles the number of shares used in calculating basic and diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands, except per share amounts) 2018 2017 2018 2017 Net income $ 60,336 $ 33,700 $ 121,081 $ 74,865 Basic weighted-average shares outstanding 62,985,517 40,829,399 58,765,381 40,814,135 Incremental shares due to: Performance shares 269,998 378,149 262,648 331,082 Restricted stock units 37,535 42,909 32,736 37,578 Stock portion of earnings and profits distribution 1,428,607 — 481,435 — Diluted weighted-average shares outstanding 64,721,657 41,250,457 59,542,200 41,182,795 Basic net income per share $ 0.96 $ 0.83 $ 2.06 $ 1.83 Diluted net income per share $ 0.93 $ 0.82 $ 2.03 $ 1.82 In February 2018 we issued 22.0 million shares in connection with the Deltic merger. Further, o n August 30, 2018, the board of directors approved a special distribution of $222.0 million to be paid on November 15, 2018 in connection with the acquisition in order to maintain the company’s qualification as a REIT. Using a volume weighted average price of our common stock for final three trading days in September, we estimated 4.2 million shares would be required to settle the 80% stock portion of the $222.0 million special distribution accrual at September 30, 2018. The weighted average shares for the dilutive effect on earnings per share from the stock portion of the special distribution was based on the August 30, 2018 declaration date. Note 3: Merger with Deltic For the three and nine months ended September 30, 2018, there were 15,966 and 38,320 stock-based awards that were excluded from the calculation of diluted earnings per share because they were anti-dilutive. Anti-dilutive stock-based awards could be dilutive in future periods. For the three and nine months ended September 30, 2017, there were 0 and 167 stock-based awards that were excluded from the calculation of diluted earnings per share because they were anti-dilutive. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | NOTE 5. REVENUE RECOGNITION The majority of our revenues are derived from the sale of delivered logs, manufactured wood products, residual wood product by-products and real estate. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers Performance Obligations A performance obligation, as defined in ASC 606, is a promise in a contract to transfer a distinct good or service to a customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue at the point in time, or over the period, in which the performance obligation is satisfied. Performance obligations associated with delivered log and residual sales are typically satisfied when the logs and residuals are delivered to our customers’ mills. Performance obligations associated with the sale of wood products are typically satisfied when the products are shipped (FOB shipping point) or upon delivery to our customer (FOB destination) depending on the terms of the customer contract. Shipping and handling costs for all wood product and residual sales are accounted for as cost of goods sold. ASC Topic 606 requires entities to consider significant financing components of contracts with customers, but allows for the use of a practical expedient when the period between satisfaction of a performance obligation and payment receipt is one year or less. Given the nature of our revenue transactions, we have elected to utilize this practical expedient. Substantially all of our performance obligations are satisfied as of a point in time. We have also elected to use the practical expedient to not disclose unsatisfied or partially satisfied performance obligations as all unsatisfied contracts are expected to be satisfied in less than one year. Performance obligations associated with real estate sales are generally satisfied at a point in time when all conditions of closing have been met. Contract Estimates The transaction price for log and residual sales is determined using contractual rates applied to delivered volumes. The contractual rates are generally based on prevailing market prices and payment is generally due from customers within one month or less of delivery. For log and residual sales subject to long-term supply agreements, the transaction price is variable but is known at the time of delivery. For wood products sales, the transaction price is generally the amount billed to the customer based on the prevailing market price for the products shipped but may be reduced slightly for estimated cash discounts. There are no significant contract estimates related to the real estate business. Contract Balances In general, a customer receivable is recorded as we ship and/or deliver wood products, logs and residuals. We generally receive payment shortly after products have been received by our customers. As of September 30, 2018 and December 31, 2017 we recorded $4.7 million and $1.7 million, respectively, for contract liabilities related to hunting lease rights. These contract liabilities are being amortized over the term of the contracts, which is typically less than twelve months. Other contract asset and liability balances, such as prepayments, are immaterial. For real estate sales, we typically receive the entire consideration in cash at closing. Major Products The following table represents our revenues by major product. For additional information regarding our segments, see Note 16: Segment Information Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2018 2017 2018 2017 Resource Northern region Sawlogs $ 69,658 $ 68,699 $ 168,869 $ 139,043 Pulpwood 1,575 1,272 4,654 4,718 Stumpage 39 11 175 153 Other 765 292 1,233 798 72,037 70,274 174,931 144,712 Southern region Sawlogs 21,974 13,314 61,194 29,547 Pulpwood 13,700 9,938 36,138 24,892 Stumpage 653 191 2,106 420 Other 3,057 988 6,069 2,826 39,384 24,431 105,507 57,685 Total Resource revenues 111,421 94,705 280,438 202,397 Wood Products Lumber 138,281 84,233 367,062 230,807 Panels 36,655 17,945 106,785 54,923 Residuals 24,089 14,309 58,578 40,878 Total Wood Products revenues 199,025 116,487 532,425 326,608 Real Estate Rural real estate 8,238 3,282 29,740 25,922 Development real estate 1,287 — 4,249 — Other 1,708 — 4,230 — Total Real Estate revenues 11,233 3,282 38,219 25,922 Total segment revenues 321,679 214,474 851,082 554,927 Intersegment Resource revenues 1 (32,480 ) (24,033 ) (93,753 ) (51,576 ) Total consolidated revenues $ 289,199 $ 190,441 $ 757,329 $ 503,351 1 Intersegment revenues are based on prevailing market prices of logs sold by our Resource segment to the Wood Products segment. |
Certain Balance Sheet Component
Certain Balance Sheet Components | 9 Months Ended |
Sep. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Certain Balance Sheet Components | NOTE 6. CERTAIN BALANCE SHEET COMPONENTS INVENTORIES (Dollars in thousands) September 30, 2018 December 31, 2017 Logs $ 22,096 $ 20,133 Lumber, panels and veneer 38,067 20,889 Materials and supplies 13,701 9,110 Total inventories $ 73,864 $ 50,132 OTHER CURRENT ASSETS (Dollars in thousands) September 30, 2018 December 31, 2017 Rural real estate held for sale $ 9,045 $ 7,721 Taxes receivable 3,865 — Prepaid expenses 3,965 2,862 Other receivables 2,113 882 Interest rate swaps — 13 Total other current assets $ 18,988 $ 11,478 PROPERTY, PLANT AND EQUIPMENT (Dollars in thousands) September 30, 2018 December 31, 2017 Property, plant and equipment $ 538,251 $ 259,437 Less: accumulated depreciation (198,105 ) (182,208 ) Total property, plant and equipment, net $ 340,146 $ 77,229 TIMBER AND TIMBERLANDS (Dollars in thousands) September 30, 2018 December 31, 2017 Timber and timberlands $ 1,605,564 $ 581,648 Logging roads 78,485 72,828 Total timber and timberlands, net $ 1,684,049 $ 654,476 OTHER LONG-TERM ASSETS (Dollars in thousands) September 30, 2018 December 31, 2017 Mineral rights $ 5,882 $ — Credit facility issuance costs 2,551 1,097 Interest rate swaps 3,392 1,156 Restricted cash 3,708 — Investment in company owned life insurance (COLI) 2,741 1,996 Deferred real estate development costs 2,487 2,565 Other 2,935 1,457 Total other long-term assets $ 23,696 $ 8,271 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Dollars in thousands) September 30, 2018 December 31, 2017 Accrued payroll and benefits $ 19,980 $ 18,110 Accounts payable 18,114 9,361 Accrued interest 10,078 6,385 Accrued taxes 9,868 5,103 Avery Landing accrual (see Note 15: Commitments and Contingencies — 6,000 Other current liabilities 22,218 10,242 Total accounts payable and accrued liabilities $ 80,258 $ 55,201 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 7. DEBT MEDIUM-TERM NOTES We repaid $14.3 million of our medium-term notes during the nine months ended September 30, 2018. The remaining $3.0 million medium-term notes have a fixed interest rate of 8.75% and mature in 2022. REVENUE BONDS We assumed the obligations relating to the Letter of Credit supporting Deltic’s $29.0 million Union County, Arkansas Taxable Industrial Revenue Bonds 1998 Series due October 1, 2027. Neither the State of Arkansas nor Union County, Arkansas has any liability under the bonds. Contemporaneously with the issuance of the bonds, Deltic’s subsidiary (Del-Tin) and Union County entered into a lease agreement that obligated Del-Tin to make lease payments in an amount necessary to fund the debt service on the bonds. Under the terms of the lease agreement, a standby letter of credit to benefit the holders of the bonds is required. The irrevocable standby letter of credit was amended and re-issued on February 20, 2018, in the amount of $29.7 million, expiring April 13, 2023. These bonds bear interest at a variable rate determined weekly by the remarketing agent. Interest is payable monthly. TERM LOANS On March 22, 2018, we entered into a Second Amended and Restated Term Loan Agreement, which amended the existing term loan agreement dated December 14, 2014. The agreement includes an additional $100 million of new loans used to refinance Deltic’s $106 million credit facility and a $100 million loan assumed in connection with the Deltic merger. The interest coverage ratio and leverage ratio financial covenants are unchanged (at least 3.00 to 1.00 and no more than 40%, respectively). The limitation on timberland acre sales was eliminated. As of September 30, 2018, we were in compliance with all covenants under our debt agreements. The $100 million repayment of Deltic’s credit facility funded by a $100 million borrowing under our revolving credit facility was subsequently refinanced with two tranches of term loans aggregating $100 million under the Second Amended and Restated Term Loan Agreement. The following summarizes the three term loan tranches added in the first quarter of 2018: • one $100 million tranche maturing 2025 with a fixed rate of 4.05% assumed in connection with the merger; • one $65 million tranche maturing 2028 at a variable rate based on one-month LIBOR plus 1.95%; and • one $35 million tranche maturing 2028 at a variable rate based on one-month LIBOR plus 1.95%. The $65 million and $35 million tranches added in the first quarter of 2018 were hedged to yield a fixed-rate of 4.80%. There were no additional term loan tranches added in the third quarter of 2018. See Note 8: Derivative Instruments. CREDIT AGREEMENT On February 14, 2018, we entered into a Second Amended and Restated Credit Agreement with an expiration date of April 13, 2023. The amended agreement increases our revolving line of credit to $380 million, which may be increased by up to an additional $420 million. It also includes a sublimit of $75 million for the issuance of standby letters of credit and a sublimit of $25 million for swing line loans. Usage under either or both subfacilities reduces availability under the revolving line of credit. Pricing is set according to the type of borrowing. LIBOR Loans are issued at a rate equal to the LIBOR Rate, while Base Rate Loans are issued at a rate equal to the Base Rate, which is a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1.00%, (b) the rate of interest in effect for such day as publicly announced from time to time by KeyBank as its prime rate and (c) the sum of the LIBOR that would apply to a one month Interest Period plus 1.00%. The interest rates we pay for borrowings under either type of loan include an additional Applicable Rate, which can range from 0.875% to 1.70% for LIBOR loans and from 0% to 0.70% for Base Rate loans, depending on our current credit rating. As of September 30, 2018, we were able to borrow under the bank credit facility with the additional applicable rate of 1.30% for LIBOR Loans and 0.30% for Base Rate Loans, with facility fees of 0.20% on the $380 million of the bank credit facility. The interest coverage ratio and leverage ratio financial covenants are unchanged (at least 3.00 to 1.00 and no more than 40%, respectively). The limitation on timberland acre sales was eliminated. As of September 30, 2018, we were in compliance with all covenants under our credit agreements. As of September 30, 2018, there were no borrowings under the revolving line of credit and approximately $1.0 million of the $380 million credit facility is utilized by outstanding letters of credit. |
Derivative Instruments
Derivative Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instrument Detail [Abstract] | |
Derivative Instruments | NOTE 8. DERIVATIVE INSTRUMENTS From time to time, we enter into derivative financial instruments to manage certain cash flow and fair value risks. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset or liability to a particular risk, such as interest rate risk, are considered fair value hedges. We had three fair value interest rate swaps with notional amounts totaling $14.3 million, which matured during the first quarter of 2018. A $50 million notional fair value swap associated with our senior notes was terminated in December 2017 at a cost of $0.4 million. The termination cost has been recorded as a reduction to the carrying value of our long-term debt and will be amortized to earnings through the original maturity date of November 2019. Approximately $0.2 million will be recorded as interest expense over the next twelve months. Derivatives designated and qualifying as a hedge of the exposure to variability in the cash flows of a specific asset or liability that is attributable to a particular risk, such as interest rate risk, are considered cash flow hedges. We have four interest rate swaps to convert variable-rate debt, comprised of 1-month and 3-month LIBOR plus a spread, to fixed-rate debt. Our cash flow hedges are expected to be highly effective in achieving offsetting cash flows attributable to the hedged interest rate risk through the term of the swaps. Therefore, changes in fair value are recorded as a component of other comprehensive income and will be recognized in earnings when the hedged interest rates affect earnings. The amounts paid or received on the swaps will be recognized as adjustments to interest expense. As of September 30, 2018, the amount of net losses expected to be reclassified into earnings in the next 12 months is $0.1 million. The following table presents the gross fair values of derivative instruments on our Condensed Consolidated Balance Sheets Asset Derivatives Liability Derivatives (Dollars in thousands) Location September 30, 2018 December 31, 2017 Location September 30, 2018 December 31, 2017 Derivatives designated in fair value hedging relationships: Interest rate contracts Other assets, current $ — $ 13 $ — $ — Derivatives designated in cash flow hedging relationships: Interest rate contracts Other assets, non-current $ 3,392 $ 1,156 $ — $ — The following table details the effect of derivatives on our Consolidated Statements of Income Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) Location 2018 2017 2018 2017 Derivatives designated in fair value hedging relationships: Interest rate contracts Realized gain (loss) on interest rate contracts 1 Interest expense $ (52 ) $ 76 $ (138 ) $ 366 Derivatives designated in cash flow hedging relationships: Interest rate contracts Gain (loss) recognized in other comprehensive income, net of tax $ 1,330 $ (30 ) $ 1,394 $ (258 ) Loss reclassified from accumulated other comprehensive income 1 Interest expense $ (261 ) $ (30 ) $ (456 ) $ (121 ) Derivatives not designated as hedging instruments: Lumber price contracts Realized gain on lumber price swap $ — $ 986 $ — $ 986 Unrealized gain (loss) on lumber price swap Gain (loss) on lumber price swap $ — $ (3,067 ) $ — $ 199 Net gain (loss) on lumber price contracts $ — $ (2,081 ) $ — $ 1,185 Interest expense, net $ 10,109 $ 7,336 $ 25,125 $ 19,654 1 Realized gain (loss) on hedging instruments consist of net cash settlements and interest accruals on interest rate swaps during the periods. Net cash settlements are included in the supplemental cash flow information within interest, net of amounts capitalized in the Condensed Consolidated Statements of Cash Flows . |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instrument Detail [Abstract] | |
Financial Instruments | NOTE 9. FINANCIAL INSTRUMENTS The following table presents the estimated fair values of our financial instruments: September 30, 2018 December 31, 2017 (Dollars in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Cash, cash equivalents and restricted cash (Level 1) $ 141,243 $ 141,243 $ 120,457 $ 120,457 Derivative assets related to interest rate swaps (Level 2) $ 3,392 $ 3,392 $ 1,169 $ 1,169 Long-term debt, including current portion (Level 2): Term loans $ (539,007 ) $ (536,158 ) $ (343,500 ) $ (345,222 ) Senior notes (149,721 ) (156,375 ) (149,528 ) (161,063 ) Revenue bonds (94,735 ) (93,539 ) (65,735 ) (63,967 ) Medium-term notes (3,000 ) (3,456 ) (17,250 ) (18,227 ) Total long-term debt 1 $ (786,463 ) $ (789,528 ) $ (576,013 ) $ (588,479 ) Company owned life insurance asset (COLI) (Level 3) $ 2,741 $ 2,741 $ 1,996 $ 1,996 1 The carrying amount of long-term debt includes principal and unamortized discounts. For cash, cash equivalents, restricted cash and any revolving line of credit borrowings, the carrying amount approximates fair value due to the short-term nature of these financial instruments. The fair value of interest rate swaps are determined using discounted cash flow analysis on the expected cash flows of each derivative. The analysis reflects the contractual terms of the derivatives, including the period to maturity and uses observable market-based inputs, including interest rate forward curves. The fair value of our long-term debt is estimated based upon quoted market prices for similar debt issues or estimated based on average market prices for comparable debt when there is no quoted market price. The contract value of our company owned life insurance is based on the amount at which it could be redeemed and, accordingly, approximates fair value. |
Pension and Other Postretiremen
Pension and Other Postretirement Employee Benefits | 9 Months Ended |
Sep. 30, 2018 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Pension and Other Postretirement Employee Benefits | NOTE 10. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS The following tables detail the components of net periodic cost (benefit) of our pension plans and other postretirement employee benefits (OPEB): Three Months Ended September 30, Pension OPEB (Dollars in thousands) 2018 2017 2018 2017 Service cost $ 2,181 $ 1,688 $ 99 $ 3 Interest cost 4,344 4,024 391 316 Expected return on plan assets (5,095 ) (4,601 ) — — Amortization of prior service cost (credit) 46 72 (2,219 ) (2,219 ) Amortization of actuarial loss 4,148 3,621 327 384 Net periodic cost (benefit) $ 5,624 $ 4,804 $ (1,402 ) $ (1,516 ) Nine Months Ended September 30, Pension OPEB (Dollars in thousands) 2018 2017 2018 2017 Service cost $ 6,272 $ 5,065 $ 242 $ 10 Interest cost 12,648 12,072 1,091 947 Expected return on plan assets (14,938 ) (13,805 ) — — Amortization of prior service cost (credit) 139 216 (6,658 ) (6,658 ) Amortization of actuarial loss 12,442 10,863 983 1,153 Net periodic cost (benefit) $ 16,563 $ 14,411 $ (4,342 ) $ (4,548 ) The following tables detail the pension and OPEB changes in accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets Three Months Ended September 30, 2018 (Dollars in thousands) Pension OPEB Total Balance at June 30, 2018 $ 118,191 $ (2,627 ) $ 115,564 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (34 ) 1,642 1,608 Actuarial loss (3,069 ) (242 ) (3,311 ) Total reclassification for the period (3,103 ) 1,400 (1,703 ) Balance at September 30, 2018 $ 115,088 $ (1,227 ) $ 113,861 Three Months Ended September 30, 2017 (Dollars in thousands) Pension OPEB Total Balance at June 30, 2017 $ 116,121 $ (6,943 ) $ 109,178 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (44 ) 1,353 1,309 Actuarial loss (2,209 ) (234 ) (2,443 ) Total reclassification for the period (2,253 ) 1,119 (1,134 ) Balance at September 30, 2017 $ 113,868 $ (5,824 ) $ 108,044 Nine Months Ended September 30, 2018 (Dollars in thousands) Pension OPEB Total Balance at December 31, 2017 $ 100,611 $ (5,055 ) $ 95,556 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (103 ) 4,927 4,824 Actuarial loss (9,207 ) (727 ) (9,934 ) Total reclassification for the period (9,310 ) 4,200 (5,110 ) Amortization reclassified from AOCL 2 23,787 (372 ) 23,415 Balance at September 30, 2018 $ 115,088 $ (1,227 ) $ 113,861 Nine Months Ended September 30, 2017 (Dollars in thousands) Pension OPEB Total Balance at December 31, 2016 $ 120,627 $ (9,182 ) $ 111,445 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (132 ) 4,061 3,929 Actuarial loss (6,627 ) (703 ) (7,330 ) Total reclassification for the period (6,759 ) 3,358 (3,401 ) Balance at September 30, 2017 $ 113,868 $ (5,824 ) $ 108,044 1 Amortization of prior service credit (cost) and amortization of actuarial loss are included in the computation of net periodic cost (benefit). 2 See Note 2: Recent Accounting Pronouncements discussing the $23.3 million reclassification from AOCL to accumulated deficit. FUNDED STATUS OF ACQUIRED PENSION PLAN ASSETS AND ASSUMED BENEFIT OBLIGATIONS Consistent with accounting for the merger as the acquirer in a business combination, pension assets acquired and benefit obligations assumed were remeasured to reflect their funded status as of the date of the acquisition of Deltic. See Note 3: Merger with Deltic • $38.7 million qualified pension plan assets • $62.0 million qualified and non-qualified pension plan projected benefit obligation • $13.5 million OPEB accumulated benefit obligation FUNDING AND BENEFIT PAYMENTS During the nine months ended September 30, 2018 and 2017, we paid non-qualified supplemental pension benefits of $1.3 million and $1.2 million, and OPEB benefits of $2.6 million and $2.6 million, respectively. During the nine months ended September 30, 2018 we made qualified pension benefit contributions of $52.1 million, of which $44.0 million were voluntary contributions. The $52.1 million contributions were designated for and included as deductions on our 2017 income tax return which allowed us to deduct those amounts at a higher rate. During the nine months ended September 30, 2017 we made qualified pension benefit contributions of $5.3 million. |
Components of Accumulated Other
Components of Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Loss | NOTE 11. COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE LOSS The following table details the changes in our accumulated other comprehensive loss (AOCL) on our Condensed Consolidated Balance Sheets (Dollars in thousands) Gains and losses on cash flow hedge Pension Plans OPEB Total Balance at December 31, 2017 $ (705 ) $ 100,611 $ (5,055 ) $ 94,851 Amounts arising during the period (1,394 ) (9,310 ) 4,200 (6,504 ) Amounts reclassified from AOCL to interest expense (456 ) — — (456 ) Amounts reclassified from AOCL to accumulated deficit (150 ) 23,787 (372 ) 23,265 Net change (2,000 ) 14,477 3,828 16,305 Balance at September 30, 2018 $ (2,705 ) $ 115,088 $ (1,227 ) $ 111,156 Amounts in parenthesis indicate credits . Amounts reclassified from AOCL to accumulated deficit reflect the adoption of ASU No. 2018-2, Income Statement – Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Note 2: Recent Accounting Pronouncements Note 8: Derivative Instruments Note 10: Pension and Other Postretirement Employee Benefits |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Share Based Compensation [Abstract] | |
Equity-Based Compensation | NOTE 12. EQUITY-BASED COMPENSATION As of September 30, 2018, we had three shareholder approved stock incentive plans under which performance shares, restricted stock units (RSUs) and deferred compensation stock equivalent units were outstanding. We were originally authorized to issue up to 1.6 million shares and 1.0 million shares under our 2005 Stock Incentive Plan and 2014 Stock Incentive Plan, respectively. At September 30, 2018, approximately 0.4 million shares were authorized for future use under those plans. Upon closing of the merger with Deltic, we assumed Deltic’s stockholder-approved 2002 Incentive Plan and reserved 0.25 million shares for issuance under the plan. We issue new shares of common stock to settle performance shares, restricted stock units and deferred compensation stock equivalent units. The following table details equity-based compensation expense and the related income tax benefit: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2018 2017 2018 2017 Employee equity-based compensation expense: Performance shares $ 1,074 $ 905 $ 3,084 $ 2,678 Restricted stock units 536 283 1,470 858 Accelerated share-based termination benefits in connection with the merger 3 — 1,767 — Total employee equity-based compensation expense $ 1,613 $ 1,188 $ 6,321 $ 3,536 Deferred compensation stock equivalent units expense $ 16 $ 166 $ 197 $ 488 Total tax benefit recognized for share-based expense $ 74 $ 95 $ 258 $ 284 Employee equity-based compensation expense includes restricted stock unit awards issued to directors. PERFORMANCE SHARES The following table presents the key inputs used in the Monte Carlo simulation to calculate the fair value of the performance share awards in 2018 and 2017: Nine Months Ended September 30, 2018 2017 Stock price as of valuation date $ 54.00 $ 43.60 Risk-free rate 2.46 % 1.61 % Expected volatility 23.74 % 24.22 % Expected dividends 2.96 % 3.44 % Expected term (years) 3.00 3.00 Fair value $ 75.37 $ 53.85 The following table summarizes outstanding performance share awards as of September 30, 2018 and changes during the nine months ended September 30, 2018: (Dollars in thousands, except grant date fair value) Shares Weighted-Avg. Grant Date Fair Value Aggregate Intrinsic Value Unvested shares outstanding at December 31, 2017 200,631 $ 39.19 Granted 67,747 $ 75.37 Forfeited (5,082 ) $ 47.90 Unvested shares outstanding at September 30, 2018 263,296 $ 48.33 $ 10,782 As of September 30, 2018, there was $5.8 million of unrecognized compensation cost related to unvested performance share awards, which is expected to be recognized over a weighted-average period of 1.0 years. RESTRICTED STOCK UNITS The following table summarizes outstanding RSU awards as of September 30, 2018 and changes during the nine months ended September 30, 2018: (Dollars in thousands, except grant date fair value) Shares Weighted-Avg. Grant Date Fair Value Aggregate Intrinsic Value Unvested shares outstanding at December 31, 2017 67,871 $ 32.87 Granted 43,693 $ 51.54 Vested (1,000 ) $ 42.92 Forfeited (3,694 ) $ 45.36 Unvested shares outstanding at September 30, 2018 106,870 $ 39.98 $ 4,376 The fair value of each RSU equaled our common share price on the date of grant. As of September 30, 2018, there was $2.0 million of total unrecognized compensation cost related to unvested RSU awards, which is expected to be recognized over a weighted-average period of 1.0 years. DEFERRED COMPENSATION STOCK EQUIVALENT UNITS Through December 31, 2017, a long-term incentive award was granted annually to our directors and payable upon a director's separation from service. Effective May 2018, directors received restricted stock unit awards that may be deferred. Directors may also elect to defer their quarterly retainers, which may be payable in the form of stock. All stock unit equivalent accounts are credited with dividend equivalents. As of September 30, 2018, there were 146,502 shares outstanding that will be distributed in the future to directors as common stock. Issuance of restricted stock units awarded to certain officers and select employees may also be deferred. All stock unit equivalent accounts are credited with dividend equivalents. As of September 30, 2018, there were 74,989 RSUs which had vested, but issuance of the related stock had been deferred. REPLACEMENT RESTRICTED STOCK UNIT AWARDS The replacement RSUs issued as a result of the merger with Deltic have four-year vesting terms. During the vesting period, the grantee may vote and receive dividends on the shares, but the shares are subject to transfer restrictions and are all, or partially, forfeited if a grantee terminates employment. Expense for replacement RSUs will continue to be recognized over the remaining service period unless a qualifying termination occurs. A qualifying termination of an awardee will result in acceleration of vesting and expense recognition in the period that the qualifying termination occurs. Qualifying terminations during the nine months ended September 30, 2018 resulted in accelerated vesting of approximately 35,000 replacement RSUs and recognition of $1.8 million of expense. This accelerated expense recognition is included in merger-related integration costs as described in Note 13: Merger, Integration and other Costs. |
Merger, Integration and Other C
Merger, Integration and Other Costs | 9 Months Ended |
Sep. 30, 2018 | |
Merger Integration And Other Costs [Abstract] | |
Merger, Integration and Other Costs | NOTE 13. MERGER, INTEGRATION AND OTHER COSTS In connection with the merger with Deltic, we incurred costs such as advisory, legal, accounting, valuation and other professional or consulting fees. Restructuring costs relate to termination benefits and integration costs to combine business processes and locations. (Dollars in thousands) For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 Merger costs $ 892 $ 11,515 Restructuring costs: Termination benefits — 8,782 Professional services 23 678 Other 57 270 80 9,730 Total merger and restructuring costs $ 972 $ 21,245 . During the nine months ended September 30, 2018, we incurred termination benefits, which included accelerated share-based payment costs, for qualifying terminations. Employee termination benefits considered postemployment benefits are accrued when the obligation is probable and estimable, such as benefits stipulated by human resource policies. If the employee must provide future service greater than 60 days, such benefits are expensed ratably over the future service period. Accrued termination benefits are recorded in accrued payroll and benefits within accounts payable and accrued liabilities as detailed in Note 6: Certain Balance Sheet Components Changes in accrued severance related to restructuring were as follows: (Dollars in thousands) Accrued severance as of December 31, 2017 $ — Charges 8,782 Payments (8,375 ) Accrued severance as of September 30, 2018 $ 407 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 14. INCOME TAXES As a real estate investment trust (REIT), we generally are not subject to federal and state corporate income taxes on income of the REIT that we distribute to our shareholders. We conduct certain activities through our taxable REIT subsidiaries (TRS), which are subject to corporate level federal and state income taxes. These taxable activities are principally comprised of our wood products manufacturing operations and certain real estate investments. Therefore, income tax expense or benefit is primarily due to income or loss of the TRS, as well as permanent book versus tax differences. Deltic’s REIT qualifying activities were also not subject to federal and state corporate income taxes commencing on the date of the merger. Deltic’s wood products manufacturing operations and real estate activities, which are conducted through TRS subsidiaries, are subject to corporate level federal and state income taxes. On December 22, 2017, H.R. 1, commonly known as the Tax Cuts and Jobs Act (the Tax Act), was enacted. The Tax Act contained significant changes to corporate taxation, including the reduction of the corporate tax rate from 35 percent to 21 percent, effective January 1, 2018. The primary impact of the Tax Act provisions in 2018 was a reduction in our TRS’s effective tax, resulting in $3.9 million and $10.4 million in lower taxes during the three and nine months ended September 30, 2018, respectively. In addition, during third quarter of 2018 we recorded a tax benefit of $5.3 million primarily related to deducting contributions to our qualified pension plans on our 2017 federal tax returns at the higher 2017 income tax rate. See Note:10 Pension and Other Postretirement Employee Benefits . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15. COMMITMENTS AND CONTINGENCIES In January 2007, the Environmental Protection Agency (EPA) notified us that we were a potentially responsible party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (CERCLA) and the Clean Water Act for cleanup of a site known as Avery Landing in northern Idaho. We owned a portion of the land at the Avery Landing site, which we acquired in 1980 from the Milwaukee Railroad. The land we owned at the site and adjacent properties were contaminated with petroleum as a result of the Milwaukee Railroad's operations at the site prior to 1980. Our remediation was completed in October 2013. In 2016, the EPA confirmed that Potlatch had completed the cleanup and subsequent monitoring required by the unilateral order. On September 25, 2015, the EPA sent us a letter asserting that the EPA and the Department of Transportation (the current owner of a portion of the adjacent property remediated by the EPA) (DOT) had incurred $9.8 million in unreimbursed response costs associated with the site and that we were liable for such costs. We executed six tolling agreements with the EPA and DOT suspending the statute of limitations on the claim until March 31, 2018 in order to facilitate negotiations of a final settlement. On December 22, 2017, we sold the land at Avery Landing. On April 10, 2018, the United States District Court for the District of Idaho entered a Consent Decree negotiated by the parties releasing us and our affiliates from any further liability for past response costs incurred by the United States Government in exchange for a final settlement payment of $6 million, which was paid in April 2018 . At any given time we are subject to claims and actions incidental to the operations of our business. Based on information currently available, we do not expect that any sums we may receive or have to pay in connection with any legal proceeding would have a materially adverse effect on our consolidated financial position or net cash flow. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 16. SEGMENT INFORMATION Our businesses are organized into three reportable operating segments: Resource, Wood Products and Real Estate. Management activities in the Resource segment include planting and harvesting trees and building and maintaining roads. The Resource segment also generates revenues from non-timber resources such as hunting leases, recreation permits and leases, mineral rights leases, oil and gas royalties, biomass production and carbon sequestration. The Wood Products segment manufactures and markets lumber, plywood and MDF. The business of our Real Estate segment includes the sale of land holdings deemed non-strategic or identified as having higher and better use alternatives. The Real Estate segment also engages in master planned communities and development activities. Effective February 20, 2018, we changed our operating segment disclosures in order to reflect the new measure of operating profit that management uses to allocate resources and assess performance. Management adopted the new measure due to the merger with Deltic. The significant increase in the company’s post-merger assets and the related fair value purchase accounting adjustments to acquired Deltic assets created a lack of comparability associated with the historical performance measures. This change has been reflected in the segment information for the three and nine months ended September 30, 2018. The segment information presented for comparative purposes for the three and nine months ended September 30, 2017 has also been revised to reflect this change. The reporting segments follow the same accounting policies used for our Condensed Consolidated Financial Statements Management primarily evaluates the performance of its segments and allocates resources to them based upon Adjusted EBITDDA. EBITDDA is calculated as net income (loss) before interest expense, income taxes, basis of real estate sold, depreciation, depletion and amortization. Adjusted EBITDDA excludes certain specific items that are considered to hinder comparison of the performance of our businesses either year-on-year or with other businesses. Although Adjusted EBITDDA is not a measure of financial condition or performance determined in accordance with GAAP, the company uses Adjusted EBITDDA to compare the operating performance of its segments on a consistent basis and to evaluate the performance and effectiveness of its operational strategies. The company’s calculation of Adjusted EBITDDA may not be comparable to that reported by other companies. The following table summarizes information on revenues, Adjusted EBITDDA, depreciation, depletion and amortization and basis of real estate sold for each of the company’s reportable segments and includes a reconciliation of total Adjusted EBITDDA to income before income taxes: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2018 2017 2018 2017 Revenues: Resource $ 111,421 $ 94,705 $ 280,438 $ 202,397 Wood Products 199,025 116,487 532,425 326,608 Real Estate 11,233 3,282 38,219 25,922 321,679 214,474 851,082 554,927 Intersegment Resource revenues 1 (32,480 ) (24,033 ) (93,753 ) (51,576 ) Consolidated revenues $ 289,199 $ 190,441 $ 757,329 $ 503,351 Adjusted EBITDDA: Resource $ 58,680 $ 48,034 $ 140,068 $ 91,200 Wood Products 46,446 24,395 126,962 58,660 Real Estate 7,467 2,094 27,769 22,333 Corporate (8,989 ) (9,108 ) (28,969 ) (25,809 ) Eliminations and adjustments (1,794 ) (3,180 ) (5,080 ) (1,152 ) Total Adjusted EBITDDA 101,810 62,235 260,750 145,232 Basis of real estate sold (4,248 ) (579 ) (10,673 ) (6,351 ) Depreciation, depletion and amortization (18,836 ) (8,196 ) (51,982 ) (20,796 ) Interest expense, net (10,109 ) (7,336 ) (25,125 ) (19,654 ) Non-operating pension and other postretirement employee benefits (1,942 ) (1,596 ) (5,707 ) (4,788 ) Gain (loss) on fixed assets (12 ) — (11 ) (16 ) Lumber price swap 2 — (3,066 ) — 199 Inventory purchase price adjustment in cost of goods sold 3 — — (1,849 ) — Environmental charges for Avery Landing — (4,978 ) — (4,978 ) Deltic merger-related costs 4 (972 ) (27 ) (21,245 ) (27 ) Income before income taxes $ 65,691 $ 36,457 $ 144,158 $ 88,821 Depreciation, depletion and amortization: Resource $ 12,730 $ 6,207 $ 35,974 $ 14,865 Wood Products 5,827 1,821 15,250 5,487 Real Estate 81 — 198 1 Corporate 198 168 560 443 18,836 8,196 51,982 20,796 Bond discounts and deferred loan fees 5 609 369 1,703 1,112 Total depreciation, depletion and amortization $ 19,445 $ 8,565 $ 53,685 $ 21,908 Basis of real estate sold: Real Estate $ 4,267 $ 618 $ 10,886 $ 6,474 Eliminations and adjustments (19 ) (39 ) (213 ) (123 ) Total basis of real estate sold $ 4,248 $ 579 $ 10,673 $ 6,351 1 Intersegment revenues are based on prevailing market prices of logs sold by our Resource segment to the Wood Products segment. 2 Includes change in unrealized (gain) loss and $1 million in cash settlements. 3 The effect on cost of goods sold for fair value adjustments to the carrying amounts of inventory acquired in business combinations. 4 For integration and restructuring costs related to the merger with Deltic see Note 13: Merger, Integration and Other Costs. 5 Bond discounts and deferred loan fees are reported within interest expense, net on the Condensed Consolidated Statement of Income A reconciliation of our business segment total assets to total assets in the Condensed Consolidated Balance Sheet (Dollars in thousands) September 30, 2018 December 31, 2017 Total assets: Resource 1 $ 1,719,703 $ 670,240 Wood Products 468,622 154,479 Real Estate 2 89,190 — 2,277,515 824,719 Corporate 135,556 128,360 Total consolidated assets $ 2,413,071 $ 953,079 1 We do not report rural real estate separate from Resource as we do not report these assets separately to management. 2 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
New Accounting Standards – Recently Adopted | New Accounting Standards – Recently Adopted In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014‑09, Revenue from Contracts with Customers: Topic 606 Note 5: Revenue Recognition In March 2017, the FASB issued ASU No. 2017-07, Compensation – Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost Condensed Consolidated Statements of Income For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 (Dollars in thousands) Previously Reported Effect of Change As Adjusted Previously Reported Effect of Change As Adjusted Operating income $ 43,793 1,596 $ 45,389 $ 108,475 4,788 $ 113,263 In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) Restricted Cash, In January 2017, the FASB issued ASU No. 2017-1, Business Combinations (Topic 805): Clarifying the Definition of a Business In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815), Targeted Improvements to Accounting for Hedging Activities In February 2018, the FASB issued ASU No. 2018-2, Income Statement – Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income Note 11: Components of Accumulated Other Comprehensive Loss |
New Accounting Standards – Recently Issued | New Accounting Standards – Recently Issued In August 2018, the FASB issued ASU No. 2018-15 Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract In August 2018, the FASB issued ASU 2018-14, Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement In June 2018, the FASB issued ASU 2018-07 Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) of We expect to adopt ASU 2016-02, along with subsequent amendments, on January 1, 2019 and use the effective date as our date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides several optional practical expedients in transition and for an entity’s ongoing accounting. We continue to assess and document the effect of this ASU and subsequent amendments either made or being contemplated by the FASB. This assessment and documentation includes reviewing all forms of leases, performing a completeness assessment over our lease population and analyzing the practical expedients. We currently expect to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets and lease liabilities, which includes not recognizing ROU assets or lease liabilities for short-term leases of those assets in transition. We expect the adoption of this ASU will result in minor refinements to our controls over financial reporting and will significantly expand financial statement disclosures as we have operating leases covering office space, equipment and vehicles expiring at various dates through 2033. We currently expect our right-of use assets and lease liabilities recorded upon adoption will approximate the present value of our current future minimum lease payments required under our operating leases in effect upon adoption. Lease costs will generally continue to be recognized on a straight-line basis. As of December 31, 2017, the undiscounted cash flows of our operating leases were $14.4 million. |
Recent Accounting Pronounceme_3
Recent Accounting Pronouncements (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Summary of Adjustments Made to Condensed Consolidated Statements of Income Due to Adoption of New Accounting Standards | The adjustments made to the Condensed Consolidated Statements of Income For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 (Dollars in thousands) Previously Reported Effect of Change As Adjusted Previously Reported Effect of Change As Adjusted Operating income $ 43,793 1,596 $ 45,389 $ 108,475 4,788 $ 113,263 |
Merger With Deltic (Tables)
Merger With Deltic (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Summary of Total Consideration Transferred in Merger | The following table summarizes the total consideration transferred in the merger: (Dollars in thousands, except share and per share amounts) Number of shares of Deltic common stock outstanding 1 12,121,223 Number of Deltic performance awards 2 90,515 12,211,738 Exchange ratio 3 1.80 Potlatch shares issued 21,981,128 Price per Potlatch common share 4 $ 51.95 Aggregate value of Potlatch common shares issued $ 1,141,920 Cash paid in lieu of fractional shares 14 Fair value of stock options and RSUs 5 841 Consideration transferred $ 1,142,775 1 Number of shares of Deltic common stock issued and outstanding as of February 20, 2018, net of fractional shares. 2 Number of shares of Deltic performance awards for pre-combination services rendered that vested upon closing of the merger. 3 Exchange ratio per the merger agreement. 4 Closing price of Potlatch common shares on February 20, 2018. 5 Fair value of Deltic stock options for pre-combination services rendered that vested upon closing of the merger, as well as RSUs for pre-combination services rendered. |
Summary of Revenue and Income Before Income Taxes From Acquired Deltic Operations | The amount of revenue and income before income taxes from acquired Deltic operations included in our Condensed Consolidated Statement of Income (Dollars in thousands) Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018 Net sales $ 83,385 $ 192,244 Income before income taxes $ 17,180 $ 25,869 |
Summary of Unaudited Pro Forma Information | Summarized unaudited pro forma information that presents combined amounts as if this merger occurred at the beginning of 2017 is as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, (Dollars in thousands, except per share amounts) 2018 2017 2018 2017 Net sales $ 289,199 $ 252,097 $ 795,992 $ 673,575 Net earnings attributable to PotlatchDeltic common shareholders $ 61,327 $ 30,099 $ 142,314 $ 63,862 Basic earnings per share attributable to PotlatchDeltic common Shareholders $ 0.91 $ 0.44 $ 2.13 $ 0.95 Diluted earnings per share attributable to PotlatchDeltic common shareholders $ 0.91 $ 0.44 $ 2.12 $ 0.95 |
Summary of Fair Value Measurements of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair value measurements of assets acquired and liabilities assumed as of merger date: (Dollars in thousands) February 20, 2018 Measurement Period Adjustments As Adjusted February 20, 2018 ASSETS Cash and cash equivalents $ 3,419 $ — $ 3,419 Customer receivables, net 12,709 — 12,709 Inventories 17,316 — 17,316 Other current assets 8,276 524 8,800 Real estate held for development and sale 79,000 (2,000 ) 77,000 Property, plant and equipment 265,901 (5,132 ) 260,769 Timber and timberlands 1,060,000 913 1,060,913 Mineral rights — 6,236 6,236 Trade name and customer relationships intangibles 19,000 500 19,500 Other long-term assets 2,010 1,546 3,556 Total assets acquired 1,467,631 2,587 1,470,218 LIABILITIES Accounts payable and accrued liabilities 12,604 3,418 16,022 Current portion of pension and other postretirement employee benefits 754 — 754 Long-term debt 229,968 — 229,968 Pension and other postretirement employee benefits 36,155 — 36,155 Deferred tax liabilities, net 44,439 (831 ) 43,608 Other long-term liabilities 936 — 936 Total liabilities assumed 324,856 2,587 327,443 Net assets acquired $ 1,142,775 $ — $ 1,142,775 |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Reconciliation of Number of Shares Used in Calculating Basic and Diluted Earnings per Share | The following table reconciles the number of shares used in calculating basic and diluted earnings per share: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands, except per share amounts) 2018 2017 2018 2017 Net income $ 60,336 $ 33,700 $ 121,081 $ 74,865 Basic weighted-average shares outstanding 62,985,517 40,829,399 58,765,381 40,814,135 Incremental shares due to: Performance shares 269,998 378,149 262,648 331,082 Restricted stock units 37,535 42,909 32,736 37,578 Stock portion of earnings and profits distribution 1,428,607 — 481,435 — Diluted weighted-average shares outstanding 64,721,657 41,250,457 59,542,200 41,182,795 Basic net income per share $ 0.96 $ 0.83 $ 2.06 $ 1.83 Diluted net income per share $ 0.93 $ 0.82 $ 2.03 $ 1.82 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Summary of Revenues by Major Product | The following table represents our revenues by major product. For additional information regarding our segments, see Note 16: Segment Information Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2018 2017 2018 2017 Resource Northern region Sawlogs $ 69,658 $ 68,699 $ 168,869 $ 139,043 Pulpwood 1,575 1,272 4,654 4,718 Stumpage 39 11 175 153 Other 765 292 1,233 798 72,037 70,274 174,931 144,712 Southern region Sawlogs 21,974 13,314 61,194 29,547 Pulpwood 13,700 9,938 36,138 24,892 Stumpage 653 191 2,106 420 Other 3,057 988 6,069 2,826 39,384 24,431 105,507 57,685 Total Resource revenues 111,421 94,705 280,438 202,397 Wood Products Lumber 138,281 84,233 367,062 230,807 Panels 36,655 17,945 106,785 54,923 Residuals 24,089 14,309 58,578 40,878 Total Wood Products revenues 199,025 116,487 532,425 326,608 Real Estate Rural real estate 8,238 3,282 29,740 25,922 Development real estate 1,287 — 4,249 — Other 1,708 — 4,230 — Total Real Estate revenues 11,233 3,282 38,219 25,922 Total segment revenues 321,679 214,474 851,082 554,927 Intersegment Resource revenues 1 (32,480 ) (24,033 ) (93,753 ) (51,576 ) Total consolidated revenues $ 289,199 $ 190,441 $ 757,329 $ 503,351 1 Intersegment revenues are based on prevailing market prices of logs sold by our Resource segment to the Wood Products segment. |
Certain Balance Sheet Compone_2
Certain Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Inventories | INVENTORIES (Dollars in thousands) September 30, 2018 December 31, 2017 Logs $ 22,096 $ 20,133 Lumber, panels and veneer 38,067 20,889 Materials and supplies 13,701 9,110 Total inventories $ 73,864 $ 50,132 |
Schedule of Other Current Assets | OTHER CURRENT ASSETS (Dollars in thousands) September 30, 2018 December 31, 2017 Rural real estate held for sale $ 9,045 $ 7,721 Taxes receivable 3,865 — Prepaid expenses 3,965 2,862 Other receivables 2,113 882 Interest rate swaps — 13 Total other current assets $ 18,988 $ 11,478 |
Schedule of Property, Plant and Equipment | PROPERTY, PLANT AND EQUIPMENT (Dollars in thousands) September 30, 2018 December 31, 2017 Property, plant and equipment $ 538,251 $ 259,437 Less: accumulated depreciation (198,105 ) (182,208 ) Total property, plant and equipment, net $ 340,146 $ 77,229 |
Schedule of Timber and Timberlands | TIMBER AND TIMBERLANDS (Dollars in thousands) September 30, 2018 December 31, 2017 Timber and timberlands $ 1,605,564 $ 581,648 Logging roads 78,485 72,828 Total timber and timberlands, net $ 1,684,049 $ 654,476 |
Schedule of Other Long-term Assets | OTHER LONG-TERM ASSETS (Dollars in thousands) September 30, 2018 December 31, 2017 Mineral rights $ 5,882 $ — Credit facility issuance costs 2,551 1,097 Interest rate swaps 3,392 1,156 Restricted cash 3,708 — Investment in company owned life insurance (COLI) 2,741 1,996 Deferred real estate development costs 2,487 2,565 Other 2,935 1,457 Total other long-term assets $ 23,696 $ 8,271 |
Schedule of Accounts Payable and Accrued Liabilities | ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Dollars in thousands) September 30, 2018 December 31, 2017 Accrued payroll and benefits $ 19,980 $ 18,110 Accounts payable 18,114 9,361 Accrued interest 10,078 6,385 Accrued taxes 9,868 5,103 Avery Landing accrual (see Note 15: Commitments and Contingencies — 6,000 Other current liabilities 22,218 10,242 Total accounts payable and accrued liabilities $ 80,258 $ 55,201 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instrument Detail [Abstract] | |
Fair Values of Derivative Instruments | The following table presents the gross fair values of derivative instruments on our Condensed Consolidated Balance Sheets Asset Derivatives Liability Derivatives (Dollars in thousands) Location September 30, 2018 December 31, 2017 Location September 30, 2018 December 31, 2017 Derivatives designated in fair value hedging relationships: Interest rate contracts Other assets, current $ — $ 13 $ — $ — Derivatives designated in cash flow hedging relationships: Interest rate contracts Other assets, non-current $ 3,392 $ 1,156 $ — $ — |
Effect of Derivatives on Consolidated Statements of Income | The following table details the effect of derivatives on our Consolidated Statements of Income Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) Location 2018 2017 2018 2017 Derivatives designated in fair value hedging relationships: Interest rate contracts Realized gain (loss) on interest rate contracts 1 Interest expense $ (52 ) $ 76 $ (138 ) $ 366 Derivatives designated in cash flow hedging relationships: Interest rate contracts Gain (loss) recognized in other comprehensive income, net of tax $ 1,330 $ (30 ) $ 1,394 $ (258 ) Loss reclassified from accumulated other comprehensive income 1 Interest expense $ (261 ) $ (30 ) $ (456 ) $ (121 ) Derivatives not designated as hedging instruments: Lumber price contracts Realized gain on lumber price swap $ — $ 986 $ — $ 986 Unrealized gain (loss) on lumber price swap Gain (loss) on lumber price swap $ — $ (3,067 ) $ — $ 199 Net gain (loss) on lumber price contracts $ — $ (2,081 ) $ — $ 1,185 Interest expense, net $ 10,109 $ 7,336 $ 25,125 $ 19,654 1 Realized gain (loss) on hedging instruments consist of net cash settlements and interest accruals on interest rate swaps during the periods. Net cash settlements are included in the supplemental cash flow information within interest, net of amounts capitalized in the Condensed Consolidated Statements of Cash Flows . |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Derivative Instrument Detail [Abstract] | |
Estimated Fair Value of Financial Instruments | The following table presents the estimated fair values of our financial instruments: September 30, 2018 December 31, 2017 (Dollars in thousands) Carrying Amount Fair Value Carrying Amount Fair Value Cash, cash equivalents and restricted cash (Level 1) $ 141,243 $ 141,243 $ 120,457 $ 120,457 Derivative assets related to interest rate swaps (Level 2) $ 3,392 $ 3,392 $ 1,169 $ 1,169 Long-term debt, including current portion (Level 2): Term loans $ (539,007 ) $ (536,158 ) $ (343,500 ) $ (345,222 ) Senior notes (149,721 ) (156,375 ) (149,528 ) (161,063 ) Revenue bonds (94,735 ) (93,539 ) (65,735 ) (63,967 ) Medium-term notes (3,000 ) (3,456 ) (17,250 ) (18,227 ) Total long-term debt 1 $ (786,463 ) $ (789,528 ) $ (576,013 ) $ (588,479 ) Company owned life insurance asset (COLI) (Level 3) $ 2,741 $ 2,741 $ 1,996 $ 1,996 1 The carrying amount of long-term debt includes principal and unamortized discounts. |
Pension and Other Postretirem_2
Pension and Other Postretirement Employee Benefits (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
General Discussion Of Pension And Other Postretirement Benefits [Abstract] | |
Components of Net Periodic Cost (Benefit) | The following tables detail the components of net periodic cost (benefit) of our pension plans and other postretirement employee benefits (OPEB): Three Months Ended September 30, Pension OPEB (Dollars in thousands) 2018 2017 2018 2017 Service cost $ 2,181 $ 1,688 $ 99 $ 3 Interest cost 4,344 4,024 391 316 Expected return on plan assets (5,095 ) (4,601 ) — — Amortization of prior service cost (credit) 46 72 (2,219 ) (2,219 ) Amortization of actuarial loss 4,148 3,621 327 384 Net periodic cost (benefit) $ 5,624 $ 4,804 $ (1,402 ) $ (1,516 ) Nine Months Ended September 30, Pension OPEB (Dollars in thousands) 2018 2017 2018 2017 Service cost $ 6,272 $ 5,065 $ 242 $ 10 Interest cost 12,648 12,072 1,091 947 Expected return on plan assets (14,938 ) (13,805 ) — — Amortization of prior service cost (credit) 139 216 (6,658 ) (6,658 ) Amortization of actuarial loss 12,442 10,863 983 1,153 Net periodic cost (benefit) $ 16,563 $ 14,411 $ (4,342 ) $ (4,548 ) |
Schedule of Pension and OPEB Changes in Accumulated Other Comprehensive Loss | The following tables detail the pension and OPEB changes in accumulated other comprehensive loss on our Condensed Consolidated Balance Sheets Three Months Ended September 30, 2018 (Dollars in thousands) Pension OPEB Total Balance at June 30, 2018 $ 118,191 $ (2,627 ) $ 115,564 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (34 ) 1,642 1,608 Actuarial loss (3,069 ) (242 ) (3,311 ) Total reclassification for the period (3,103 ) 1,400 (1,703 ) Balance at September 30, 2018 $ 115,088 $ (1,227 ) $ 113,861 Three Months Ended September 30, 2017 (Dollars in thousands) Pension OPEB Total Balance at June 30, 2017 $ 116,121 $ (6,943 ) $ 109,178 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (44 ) 1,353 1,309 Actuarial loss (2,209 ) (234 ) (2,443 ) Total reclassification for the period (2,253 ) 1,119 (1,134 ) Balance at September 30, 2017 $ 113,868 $ (5,824 ) $ 108,044 Nine Months Ended September 30, 2018 (Dollars in thousands) Pension OPEB Total Balance at December 31, 2017 $ 100,611 $ (5,055 ) $ 95,556 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (103 ) 4,927 4,824 Actuarial loss (9,207 ) (727 ) (9,934 ) Total reclassification for the period (9,310 ) 4,200 (5,110 ) Amortization reclassified from AOCL 2 23,787 (372 ) 23,415 Balance at September 30, 2018 $ 115,088 $ (1,227 ) $ 113,861 Nine Months Ended September 30, 2017 (Dollars in thousands) Pension OPEB Total Balance at December 31, 2016 $ 120,627 $ (9,182 ) $ 111,445 Amortization of defined benefit items, net of tax: 1 Prior service credit (cost) (132 ) 4,061 3,929 Actuarial loss (6,627 ) (703 ) (7,330 ) Total reclassification for the period (6,759 ) 3,358 (3,401 ) Balance at September 30, 2017 $ 113,868 $ (5,824 ) $ 108,044 1 Amortization of prior service credit (cost) and amortization of actuarial loss are included in the computation of net periodic cost (benefit). 2 See Note 2: Recent Accounting Pronouncements discussing the $23.3 million reclassification from AOCL to accumulated deficit. |
Components of Accumulated Oth_2
Components of Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | The following table details the changes in our accumulated other comprehensive loss (AOCL) on our Condensed Consolidated Balance Sheets (Dollars in thousands) Gains and losses on cash flow hedge Pension Plans OPEB Total Balance at December 31, 2017 $ (705 ) $ 100,611 $ (5,055 ) $ 94,851 Amounts arising during the period (1,394 ) (9,310 ) 4,200 (6,504 ) Amounts reclassified from AOCL to interest expense (456 ) — — (456 ) Amounts reclassified from AOCL to accumulated deficit (150 ) 23,787 (372 ) 23,265 Net change (2,000 ) 14,477 3,828 16,305 Balance at September 30, 2018 $ (2,705 ) $ 115,088 $ (1,227 ) $ 111,156 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Share Based Compensation [Abstract] | |
Details of Equity-Based Compensation Expense and Related Income Tax Benefit | The following table details equity-based compensation expense and the related income tax benefit: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2018 2017 2018 2017 Employee equity-based compensation expense: Performance shares $ 1,074 $ 905 $ 3,084 $ 2,678 Restricted stock units 536 283 1,470 858 Accelerated share-based termination benefits in connection with the merger 3 — 1,767 — Total employee equity-based compensation expense $ 1,613 $ 1,188 $ 6,321 $ 3,536 Deferred compensation stock equivalent units expense $ 16 $ 166 $ 197 $ 488 Total tax benefit recognized for share-based expense $ 74 $ 95 $ 258 $ 284 |
Fair Value of Performance Share Awards | The following table presents the key inputs used in the Monte Carlo simulation to calculate the fair value of the performance share awards in 2018 and 2017: Nine Months Ended September 30, 2018 2017 Stock price as of valuation date $ 54.00 $ 43.60 Risk-free rate 2.46 % 1.61 % Expected volatility 23.74 % 24.22 % Expected dividends 2.96 % 3.44 % Expected term (years) 3.00 3.00 Fair value $ 75.37 $ 53.85 |
Summary of Outstanding Performance Share Awards | The following table summarizes outstanding performance share awards as of September 30, 2018 and changes during the nine months ended September 30, 2018: (Dollars in thousands, except grant date fair value) Shares Weighted-Avg. Grant Date Fair Value Aggregate Intrinsic Value Unvested shares outstanding at December 31, 2017 200,631 $ 39.19 Granted 67,747 $ 75.37 Forfeited (5,082 ) $ 47.90 Unvested shares outstanding at September 30, 2018 263,296 $ 48.33 $ 10,782 |
Summary of Outstanding RSU Awards | The following table summarizes outstanding RSU awards as of September 30, 2018 and changes during the nine months ended September 30, 2018: (Dollars in thousands, except grant date fair value) Shares Weighted-Avg. Grant Date Fair Value Aggregate Intrinsic Value Unvested shares outstanding at December 31, 2017 67,871 $ 32.87 Granted 43,693 $ 51.54 Vested (1,000 ) $ 42.92 Forfeited (3,694 ) $ 45.36 Unvested shares outstanding at September 30, 2018 106,870 $ 39.98 $ 4,376 |
Merger, Integration and Other_2
Merger, Integration and Other Costs (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Merger Integration And Other Costs [Abstract] | |
Summary of Merger and Restructuring Costs | (Dollars in thousands) For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 Merger costs $ 892 $ 11,515 Restructuring costs: Termination benefits — 8,782 Professional services 23 678 Other 57 270 80 9,730 Total merger and restructuring costs $ 972 $ 21,245 . |
Summary of Changes in Accrued Severance Related to Restructuring | Changes in accrued severance related to restructuring were as follows: (Dollars in thousands) Accrued severance as of December 31, 2017 $ — Charges 8,782 Payments (8,375 ) Accrued severance as of September 30, 2018 $ 407 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Summary of Information by Business Segment | The following table summarizes information on revenues, Adjusted EBITDDA, depreciation, depletion and amortization and basis of real estate sold for each of the company’s reportable segments and includes a reconciliation of total Adjusted EBITDDA to income before income taxes: Three Months Ended September 30, Nine Months Ended September 30, (Dollars in thousands) 2018 2017 2018 2017 Revenues: Resource $ 111,421 $ 94,705 $ 280,438 $ 202,397 Wood Products 199,025 116,487 532,425 326,608 Real Estate 11,233 3,282 38,219 25,922 321,679 214,474 851,082 554,927 Intersegment Resource revenues 1 (32,480 ) (24,033 ) (93,753 ) (51,576 ) Consolidated revenues $ 289,199 $ 190,441 $ 757,329 $ 503,351 Adjusted EBITDDA: Resource $ 58,680 $ 48,034 $ 140,068 $ 91,200 Wood Products 46,446 24,395 126,962 58,660 Real Estate 7,467 2,094 27,769 22,333 Corporate (8,989 ) (9,108 ) (28,969 ) (25,809 ) Eliminations and adjustments (1,794 ) (3,180 ) (5,080 ) (1,152 ) Total Adjusted EBITDDA 101,810 62,235 260,750 145,232 Basis of real estate sold (4,248 ) (579 ) (10,673 ) (6,351 ) Depreciation, depletion and amortization (18,836 ) (8,196 ) (51,982 ) (20,796 ) Interest expense, net (10,109 ) (7,336 ) (25,125 ) (19,654 ) Non-operating pension and other postretirement employee benefits (1,942 ) (1,596 ) (5,707 ) (4,788 ) Gain (loss) on fixed assets (12 ) — (11 ) (16 ) Lumber price swap 2 — (3,066 ) — 199 Inventory purchase price adjustment in cost of goods sold 3 — — (1,849 ) — Environmental charges for Avery Landing — (4,978 ) — (4,978 ) Deltic merger-related costs 4 (972 ) (27 ) (21,245 ) (27 ) Income before income taxes $ 65,691 $ 36,457 $ 144,158 $ 88,821 Depreciation, depletion and amortization: Resource $ 12,730 $ 6,207 $ 35,974 $ 14,865 Wood Products 5,827 1,821 15,250 5,487 Real Estate 81 — 198 1 Corporate 198 168 560 443 18,836 8,196 51,982 20,796 Bond discounts and deferred loan fees 5 609 369 1,703 1,112 Total depreciation, depletion and amortization $ 19,445 $ 8,565 $ 53,685 $ 21,908 Basis of real estate sold: Real Estate $ 4,267 $ 618 $ 10,886 $ 6,474 Eliminations and adjustments (19 ) (39 ) (213 ) (123 ) Total basis of real estate sold $ 4,248 $ 579 $ 10,673 $ 6,351 1 Intersegment revenues are based on prevailing market prices of logs sold by our Resource segment to the Wood Products segment. 2 Includes change in unrealized (gain) loss and $1 million in cash settlements. 3 The effect on cost of goods sold for fair value adjustments to the carrying amounts of inventory acquired in business combinations. 4 For integration and restructuring costs related to the merger with Deltic see Note 13: Merger, Integration and Other Costs. 5 Bond discounts and deferred loan fees are reported within interest expense, net on the Condensed Consolidated Statement of Income |
Reconciliation of Business Segment Total Assets to Total Assets | A reconciliation of our business segment total assets to total assets in the Condensed Consolidated Balance Sheet (Dollars in thousands) September 30, 2018 December 31, 2017 Total assets: Resource 1 $ 1,719,703 $ 670,240 Wood Products 468,622 154,479 Real Estate 2 89,190 — 2,277,515 824,719 Corporate 135,556 128,360 Total consolidated assets $ 2,413,071 $ 953,079 1 We do not report rural real estate separate from Resource as we do not report these assets separately to management. 2 |
Recent Accounting Pronounceme_4
Recent Accounting Pronouncements (Narrative) (Details) - USD ($) | Jan. 01, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Change in income before taxes | $ 65,691,000 | $ 36,457,000 | $ 144,158,000 | $ 88,821,000 | |||
Restricted cash included in other long-term assets | [1] | $ 3,708,000 | $ 3,708,000 | ||||
Restricted Cash and Cash Equivalents, Noncurrent, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | |||
Operating lease description | we have operating leases covering office space, equipment and vehicles expiring at various dates through 2033. | ||||||
Operating leases undiscounted cash flows | $ 14,400,000 | ||||||
Accounting Standards Update (ASU) No. 2014-09 [Member] | Effect of Change [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Adjustment to accumulated deficit upon adoption of new accounting standards | $ 0 | $ 0 | |||||
ASU No. 2017-07 [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Change in income before taxes | $ 0 | $ 0 | |||||
ASU No. 2016-16 [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Cumulative-effect adjustment to accumulated deficit | $ 1,300,000 | ||||||
ASU No. 2016-18 [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Restricted cash included in other long-term assets | $ 3,700,000 | $ 3,700,000 | |||||
Restricted Cash and Cash Equivalents, Noncurrent, Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | |||||
ASU No. 2018-2 [Member] | |||||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||||
Increase in accumulated other comprehensive loss due to change in comprehensive income reporting | $ 23,300,000 | ||||||
[1] | Amounts included in restricted cash represent proceeds held by a qualified intermediary that are intended to be reinvested in timber and timberlands. |
Recent Accounting Pronounceme_5
Recent Accounting Pronouncements (Summary of Adjustments Made to Condensed Consolidated Statements of Income Due to Adoption of New Accounting Standards) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Operating income | $ 77,742 | $ 45,389 | $ 174,990 | $ 113,263 |
ASU No. 2017-07 [Member] | Previously Reported [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Operating income | 43,793 | 108,475 | ||
ASU No. 2017-07 [Member] | Effect of Change [Member] | ||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | ||||
Operating income | $ 1,596 | $ 4,788 |
Merger with Deltic (Narrative)
Merger with Deltic (Narrative) (Details) | Aug. 30, 2018USD ($) | Feb. 20, 2018USD ($)aSawmillshares | Feb. 19, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)shares | Sep. 30, 2017USD ($) | Mar. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |||||||||
Number of share exchaged under agreement | [1] | 180.00% | |||||||
Distribution payable | $ 222,000,000 | $ 222,000,000 | |||||||
Consulting agreement period | 2 years | ||||||||
Business combination recorded merger costs | $ 1,850,000 | ||||||||
Merger-related costs | [2] | 972,000 | $ 27,000 | $ 21,245,000 | $ 27,000 | ||||
Number of shares issued upon merger | shares | 21,981,128 | ||||||||
Mineral rights | $ 6,236,000 | ||||||||
Other long-term assets | 3,556,000 | ||||||||
Real estate held for development and sale | (77,000,000) | ||||||||
Property, plant and equipment | (260,769,000) | ||||||||
Timber and timberlands | 1,060,913,000 | ||||||||
Accounts payable and accrued liabilities | 16,022,000 | ||||||||
Depreciation, depletion and amortization | 19,445,000 | $ 8,565,000 | 53,685,000 | $ 21,908,000 | |||||
Measurement Period Adjustment [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Mineral rights | 6,236,000 | ||||||||
Other long-term assets | 1,546,000 | ||||||||
Real estate held for development and sale | 2,000,000 | ||||||||
Property, plant and equipment | 5,132,000 | ||||||||
Timber and timberlands | 913,000 | ||||||||
Accounts payable and accrued liabilities | $ 3,418,000 | ||||||||
Depreciation, depletion and amortization | 0 | 200,000 | |||||||
Deltic [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Acres of timberland | a | 530,000 | ||||||||
Number of sawmills | Sawmill | 2 | ||||||||
Area of diversified timberland base after merger | a | 2,000,000 | ||||||||
Number of share exchaged under agreement | 180.00% | ||||||||
Non-recurring merger-related costs | $ 5,400,000 | $ 1,000,000 | $ 26,700,000 | ||||||
Number of shares issued upon merger | shares | 22,000,000 | 22,000,000 | |||||||
Deltic [Member] | Special Distribution [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Distribution payable | $ 222,000,000 | ||||||||
Distribution, date to be paid | Nov. 15, 2018 | ||||||||
Distribution, date of record | Sep. 27, 2018 | ||||||||
Distribution, date of declared | Aug. 30, 2018 | ||||||||
Percentage of total distribution limited to stockholders | 80.00% | 20.00% | 20.00% | ||||||
Business combination, estimated shares settle in non cash amount of liability | shares | 4,200,000 | ||||||||
Deltic [Member] | Special Distribution [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash payments limited to stockholders | $ 44,400,000 | ||||||||
Deltic [Member] | Arkansas [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Area of diversified timberland base after merger | a | 930,000 | ||||||||
[1] | Exchange ratio per the merger agreement. | ||||||||
[2] | For integration and restructuring costs related to the merger with Deltic see Note 13: Merger, Integration and Other Costs. |
Merger with Deltic (Summary of
Merger with Deltic (Summary of Total Consideration Transferred in Merger) (Details) $ / shares in Units, $ in Thousands | Feb. 20, 2018USD ($)$ / sharesshares | |
Business Acquisition [Line Items] | ||
Exchange ratio | 180.00% | [1] |
Potlatch shares issued | shares | 21,981,128 | |
Price per Potlatch common share | $ / shares | $ 51.95 | [2] |
Aggregate value of Potlatch common shares issued | $ | $ 1,141,920 | |
Cash paid in lieu of fractional shares | $ | 14 | |
Fair value of stock options and RSUs | $ | 841 | [3] |
Consideration transferred | $ | $ 1,142,775 | |
Deltic [Member] | ||
Business Acquisition [Line Items] | ||
Number of shares of Deltic common stock outstanding | shares | 12,121,223 | [4] |
Number of Deltic performance awards | shares | 90,515 | [5] |
Number of shares of common stock outstanding and performance awards | shares | 12,211,738 | |
[1] | Exchange ratio per the merger agreement. | |
[2] | Closing price of Potlatch common shares on February 20, 2018. | |
[3] | Fair value of Deltic stock options for pre-combination services rendered that vested upon closing of the merger, as well as RSUs for pre-combination services rendered. | |
[4] | Number of shares of Deltic common stock issued and outstanding as of February 20, 2018, net of fractional shares. | |
[5] | Number of shares of Deltic performance awards for pre-combination services rendered that vested upon closing of the merger. |
Merger with Deltic (Summary o_2
Merger with Deltic (Summary of Revenue and Income Before Income Taxes From Acquired Deltic Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Net sales | $ 289,199 | $ 190,441 | $ 757,329 | $ 503,351 |
Income before income taxes | 65,691 | $ 36,457 | 144,158 | $ 88,821 |
Deltic [Member] | ||||
Business Acquisition [Line Items] | ||||
Net sales | 83,385 | 192,244 | ||
Income before income taxes | $ 17,180 | $ 25,869 |
Merger with Deltic (Summary o_3
Merger with Deltic (Summary of Unaudited Pro Forma Information) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Combinations [Abstract] | ||||
Net sales | $ 289,199 | $ 252,097 | $ 795,992 | $ 673,575 |
Net earnings attributable to PotlatchDeltic common shareholders | $ 61,327 | $ 30,099 | $ 142,314 | $ 63,862 |
Basic earnings per share attributable to PotlatchDeltic common Shareholders | $ 0.91 | $ 0.44 | $ 2.13 | $ 0.95 |
Diluted earnings per share attributable to PotlatchDeltic common shareholders | $ 0.91 | $ 0.44 | $ 2.12 | $ 0.95 |
Merger with Deltic (Summary o_4
Merger with Deltic (Summary of Fair Value Measurements of Assets Acquired and Liabilities Assumed) (Details) $ in Thousands | Feb. 20, 2018USD ($) |
ASSETS | |
Cash and cash equivalents | $ 3,419 |
Customer receivables, net | 12,709 |
Inventories | 17,316 |
Other current assets | 8,800 |
Real estate held for development and sale | 77,000 |
Property, plant and equipment | 260,769 |
Timber and timberlands | 1,060,913 |
Mineral rights | 6,236 |
Trade name and customer relationships intangibles | 19,500 |
Other long-term assets | 3,556 |
Total assets acquired | 1,470,218 |
LIABILITIES | |
Accounts payable and accrued liabilities | 16,022 |
Current portion of pension and other postretirement employee benefits | 754 |
Long-term debt | 229,968 |
Pension and other postretirement employee benefits | 36,155 |
Deferred tax liabilities, net | 43,608 |
Other long-term liabilities | 936 |
Total liabilities assumed | 327,443 |
Net assets acquired | 1,142,775 |
Previously Reported [Member] | |
ASSETS | |
Cash and cash equivalents | 3,419 |
Customer receivables, net | 12,709 |
Inventories | 17,316 |
Other current assets | 8,276 |
Real estate held for development and sale | 79,000 |
Property, plant and equipment | 265,901 |
Timber and timberlands | 1,060,000 |
Trade name and customer relationships intangibles | 19,000 |
Other long-term assets | 2,010 |
Total assets acquired | 1,467,631 |
LIABILITIES | |
Accounts payable and accrued liabilities | 12,604 |
Current portion of pension and other postretirement employee benefits | 754 |
Long-term debt | 229,968 |
Pension and other postretirement employee benefits | 36,155 |
Deferred tax liabilities, net | 44,439 |
Other long-term liabilities | 936 |
Total liabilities assumed | 324,856 |
Net assets acquired | 1,142,775 |
Measurement Period Adjustment [Member] | |
ASSETS | |
Other current assets | 524 |
Real estate held for development and sale | (2,000) |
Property, plant and equipment | (5,132) |
Timber and timberlands | 913 |
Mineral rights | 6,236 |
Trade name and customer relationships intangibles | 500 |
Other long-term assets | 1,546 |
Total assets acquired | 2,587 |
LIABILITIES | |
Accounts payable and accrued liabilities | 3,418 |
Deferred tax liabilities, net | (831) |
Total liabilities assumed | $ 2,587 |
Earnings per Share (Reconciliat
Earnings per Share (Reconciliation of Number of Shares Used in Calculating Basic and Diluted Earnings per Share) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Earnings per Share [Line Items] | ||||
Net income | $ 60,336 | $ 33,700 | $ 121,081 | $ 74,865 |
Basic weighted-average shares outstanding | 62,985,517 | 40,829,399 | 58,765,381 | 40,814,135 |
Diluted weighted-average shares outstanding | 64,721,657 | 41,250,457 | 59,542,200 | 41,182,795 |
Basic net income per share | $ 0.96 | $ 0.83 | $ 2.06 | $ 1.83 |
Diluted net income per share | $ 0.93 | $ 0.82 | $ 2.03 | $ 1.82 |
Performance shares [Member] | ||||
Earnings per Share [Line Items] | ||||
Incremental shares | 269,998 | 378,149 | 262,648 | 331,082 |
Restricted stock units [Member] | ||||
Earnings per Share [Line Items] | ||||
Incremental shares | 37,535 | 42,909 | 32,736 | 37,578 |
Stock portion of earnings and profits distribution [Member] | ||||
Earnings per Share [Line Items] | ||||
Incremental shares | 1,428,607 | 481,435 |
Earnings per Share (Narrative)
Earnings per Share (Narrative) (Details) - USD ($) $ in Thousands | Aug. 30, 2018 | Feb. 20, 2018 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Number of shares issued upon merger | 21,981,128 | ||||||
Distribution payable | $ 222,000 | $ 222,000 | $ 222,000 | ||||
Total anti-dilutive shares excluded from the calculation (in shares) | 15,966 | 0 | 38,320 | 167 | |||
Deltic [Member] | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Number of shares issued upon merger | 22,000,000 | 22,000,000 | |||||
Deltic [Member] | Special Distribution [Member] | |||||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||||||
Distribution payable | $ 222,000 | ||||||
Percentage of stock portion of special distribution | 80.00% | 20.00% | 20.00% | 20.00% | |||
Business combination, estimated shares settle in non cash amount of liability | 4,200,000 | ||||||
Volume weighted average price common stock trading days | 3 days | ||||||
Distribution, date of declared | Aug. 30, 2018 | ||||||
Distribution, date to be paid | Nov. 15, 2018 |
Revenue Recognition (Narrative)
Revenue Recognition (Narrative) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Revenue Recognition [Line Items] | ||
Contract liabilities related to hunting lease rights | $ 4.7 | $ 1.7 |
Maximum [Member] | ||
Revenue Recognition [Line Items] | ||
Unsatisfied contracts are expected to be satisfied | 1 year | |
Contractual rates due from customers | 1 month |
Revenue Recognition (Summary of
Revenue Recognition (Summary of Revenues by Major Product) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Revenue Recognition [Line Items] | |||||
Revenues | $ 289,199 | $ 190,441 | $ 757,329 | $ 503,351 | |
Operating Segments [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 321,679 | 214,474 | 851,082 | 554,927 | |
Intersegment Eliminations [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | [1] | (32,480) | (24,033) | (93,753) | (51,576) |
Resource [Member] | Operating Segments [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 111,421 | 94,705 | 280,438 | 202,397 | |
Resource [Member] | Operating Segments [Member] | Northern Region [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 72,037 | 70,274 | 174,931 | 144,712 | |
Resource [Member] | Operating Segments [Member] | Northern Region [Member] | Sawlogs [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 69,658 | 68,699 | 168,869 | 139,043 | |
Resource [Member] | Operating Segments [Member] | Northern Region [Member] | Pulpwood [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 1,575 | 1,272 | 4,654 | 4,718 | |
Resource [Member] | Operating Segments [Member] | Northern Region [Member] | Stumpage [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 39 | 11 | 175 | 153 | |
Resource [Member] | Operating Segments [Member] | Northern Region [Member] | Other [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 765 | 292 | 1,233 | 798 | |
Resource [Member] | Operating Segments [Member] | Southern Region [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 39,384 | 24,431 | 105,507 | 57,685 | |
Resource [Member] | Operating Segments [Member] | Southern Region [Member] | Sawlogs [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 21,974 | 13,314 | 61,194 | 29,547 | |
Resource [Member] | Operating Segments [Member] | Southern Region [Member] | Pulpwood [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 13,700 | 9,938 | 36,138 | 24,892 | |
Resource [Member] | Operating Segments [Member] | Southern Region [Member] | Stumpage [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 653 | 191 | 2,106 | 420 | |
Resource [Member] | Operating Segments [Member] | Southern Region [Member] | Other [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 3,057 | 988 | 6,069 | 2,826 | |
Wood Products [Member] | Operating Segments [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 199,025 | 116,487 | 532,425 | 326,608 | |
Wood Products [Member] | Operating Segments [Member] | Lumber [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 138,281 | 84,233 | 367,062 | 230,807 | |
Wood Products [Member] | Operating Segments [Member] | Panels [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 36,655 | 17,945 | 106,785 | 54,923 | |
Wood Products [Member] | Operating Segments [Member] | Residuals [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 24,089 | 14,309 | 58,578 | 40,878 | |
Real Estate Segment [Member] | Operating Segments [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 11,233 | 3,282 | 38,219 | 25,922 | |
Real Estate Segment [Member] | Operating Segments [Member] | Rural Real Estate [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 8,238 | $ 3,282 | 29,740 | $ 25,922 | |
Real Estate Segment [Member] | Operating Segments [Member] | Development Real Estate [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | 1,287 | 4,249 | |||
Real Estate Segment [Member] | Operating Segments [Member] | Other [Member] | |||||
Revenue Recognition [Line Items] | |||||
Revenues | $ 1,708 | $ 4,230 | |||
[1] | Intersegment revenues are based on prevailing market prices of logs sold by our Resource segment to the Wood Products segment. |
Certain Balance Sheet Compone_3
Certain Balance Sheet Components (Schedule of Inventories) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Logs | $ 22,096 | $ 20,133 |
Lumber, panels and veneer | 38,067 | 20,889 |
Materials and supplies | 13,701 | 9,110 |
Total inventories | $ 73,864 | $ 50,132 |
Certain Balance Sheet Compone_4
Certain Balance Sheet Components (Schedule of Other Current Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Other Assets [Abstract] | ||
Rural real estate held for sale | $ 9,045 | $ 7,721 |
Taxes receivable | 3,865 | |
Prepaid expenses | 3,965 | 2,862 |
Other receivables | 2,113 | 882 |
Interest rate swaps | 13 | |
Total other current assets | $ 18,988 | $ 11,478 |
Certain Balance Sheet Compone_5
Certain Balance Sheet Components (Schedule of Property, Plant and Equipment) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Abstract] | ||
Property, plant and equipment | $ 538,251 | $ 259,437 |
Less: accumulated depreciation | (198,105) | (182,208) |
Total property, plant and equipment, net | $ 340,146 | $ 77,229 |
Certain Balance Sheet Compone_6
Certain Balance Sheet Components (Schedule of Timber and Timberlands) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Timber And Timberlands [Abstract] | ||
Timber and timberlands | $ 1,605,564 | $ 581,648 |
Logging roads | 78,485 | 72,828 |
Total timber and timberlands, net | $ 1,684,049 | $ 654,476 |
Certain Balance Sheet Compone_7
Certain Balance Sheet Components (Schedule of Other Long-term Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Other Assets Noncurrent [Abstract] | |||
Mineral rights | $ 5,882 | ||
Credit facility issuance costs | 2,551 | $ 1,097 | |
Interest rate swaps | 3,392 | 1,156 | |
Restricted cash | [1] | 3,708 | |
Investment in company owned life insurance (COLI) | 2,741 | 1,996 | |
Deferred real estate development costs | 2,487 | 2,565 | |
Other | 2,935 | 1,457 | |
Total other long-term assets | $ 23,696 | $ 8,271 | |
[1] | Amounts included in restricted cash represent proceeds held by a qualified intermediary that are intended to be reinvested in timber and timberlands. |
Certain Balance Sheet Compone_8
Certain Balance Sheet Components (Schedule of Accounts Payable and Accrued Liabilities) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts Payable And Accrued Liabilities Current [Abstract] | ||
Accrued payroll and benefits | $ 19,980 | $ 18,110 |
Accounts payable | 18,114 | 9,361 |
Accrued interest | 10,078 | 6,385 |
Accrued taxes | 9,868 | 5,103 |
Avery Landing accrual (see Note 15: Commitments and Contingencies) | 6,000 | |
Other current liabilities | 22,218 | 10,242 |
Total accounts payable and accrued liabilities | $ 80,258 | $ 55,201 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | Mar. 22, 2018USD ($) | Feb. 20, 2018USD ($) | Feb. 14, 2018USD ($) | Mar. 31, 2018USD ($)Tranche | Sep. 30, 2018USD ($)Tranche | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Repayment of credit facility | $ 100,000,000 | |||||
Unused Capacity, Commitment Fee Percentage | 0.20% | |||||
London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||
Additional Applicable Rate Added to Base Rate, Minimum | 1.30% | |||||
Federal Fund Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |||||
Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Additional Applicable Rate Added to Base Rate, Minimum | 0.30% | |||||
Maximum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.70% | |||||
Maximum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.70% | |||||
Minimum [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.875% | |||||
Minimum [Member] | Base Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 0.00% | |||||
Line of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest coverage ratio | 300.00% | |||||
Line of Credit [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Leverage ratio | 40.00% | |||||
Line of Credit [Member] | Deltic [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of credit facility | $ 100,000,000 | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, amount outstanding | 100,000,000 | |||||
Maximum Borrowing Capacity | $ 380,000,000 | |||||
Amount available to increase borrowing capacity | 420,000,000 | |||||
Revolving line of credit borrowings | 0 | |||||
Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, amount outstanding | 1,000,000 | |||||
Maximum Borrowing Capacity | $ 75,000,000 | |||||
Swing Line Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Maximum Borrowing Capacity | $ 25,000,000 | |||||
Revenue Bonds [Member] | Union County, Arkansas [Member] | Deltic [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument maturity date | Oct. 1, 2027 | |||||
Revenue Bonds [Member] | Union County, Arkansas [Member] | Irrevocable Standby Letter of Credit [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Letters of credit | $ 29,700,000 | |||||
Letter of credit expiration date | Apr. 13, 2023 | |||||
Revenue Bonds [Member] | Union County, Arkansas [Member] | Letter of Credit [Member] | Deltic [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt assumed | $ 29,000,000 | |||||
Medium Term Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | 14,300,000 | |||||
Long-term Debt, Gross | $ 3,000,000 | |||||
Interest Rate | 8.75% | |||||
Debt instrument maturity date | 2,022 | |||||
Term Loans [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 100,000,000 | $ 100,000,000 | ||||
Interest coverage ratio | 300.00% | |||||
Number of Tranches Included in Term Loan | Tranche | 3 | 0 | ||||
Term Loans [Member] | Term Loan, Tranche One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 100,000,000 | |||||
Interest Rate | 4.05% | |||||
Debt instrument maturity date | 2,025 | |||||
Term Loans [Member] | Term Loan, Tranche Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 65,000,000 | |||||
Interest Rate | 4.80% | |||||
Debt instrument maturity date | 2,028 | |||||
Term Loans [Member] | Term Loan, Tranche Two [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.95% | |||||
Term Loans [Member] | Term Loan, Tranche Three [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 35,000,000 | |||||
Interest Rate | 4.80% | |||||
Debt instrument maturity date | 2,028 | |||||
Term Loans [Member] | Term Loan, Tranche Three [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 1.95% | |||||
Term Loans [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Leverage ratio | 40.00% | |||||
Term Loans [Member] | Deltic [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of credit facility | $ 106,000,000 | |||||
Term Loans [Member] | Deltic [Member] | Debt Assumed [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Long-term Debt, Gross | $ 100,000,000 |
Derivative Instruments (Narrati
Derivative Instruments (Narrative) (Details) $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2017USD ($) | Sep. 30, 2018USD ($)Derivative | Dec. 31, 2017USD ($) | Mar. 31, 2018USD ($)Derivative | |
Derivatives Fair Value [Line Items] | ||||
Net losses expected to be reclassified into earnings in the next twelve months | $ 0.1 | |||
Interest Rate Swaps [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Number of interest rate swap agreements | Derivative | 3 | |||
Notional amounts | $ 14.3 | |||
Derivative original maturity date | Nov. 30, 2019 | |||
Interest expense over the next twelve months | $ 0.2 | |||
Interest Rate Swaps [Member] | Cash Flow Hedging [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Number of interest rate swap agreements | Derivative | 4 | |||
Interest Rate Swaps [Member] | Senior notes [Member] | ||||
Derivatives Fair Value [Line Items] | ||||
Notional amounts associated with senior notes | $ 50 | $ 50 | ||
Derivative, termination year | 2017-12 | |||
Termination cost | $ 0.4 |
Derivative Instruments (Fair Va
Derivative Instruments (Fair Value of Derivative Instruments) (Details) - Designated as Hedging Instrument [Member] - Interest rate contracts [Member] - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Fair Value Hedging [Member] | Other Current Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 13 | |
Cash Flow Hedging [Member] | Other Noncurrent Assets [Member] | ||
Derivatives Fair Value [Line Items] | ||
Asset Derivatives, Fair Value | $ 3,392 | $ 1,156 |
Derivative Instruments (Effect
Derivative Instruments (Effect of Derivatives on Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Unrealized gain (loss) on lumber price swap | [1] | $ (3,066) | $ 199 | ||
Interest expense, net | $ 10,109 | 7,336 | $ 25,125 | 19,654 | |
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | Interest rate contracts [Member] | Interest Expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Realized gain (loss) on interest rate contracts | [2] | (52) | 76 | (138) | 366 |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest rate contracts [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Gain (loss) recognized in other comprehensive income, net of tax | 1,330 | (30) | 1,394 | (258) | |
Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Interest rate contracts [Member] | Interest Expense [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Loss reclassified from accumulated other comprehensive income | [2] | $ (261) | (30) | $ (456) | (121) |
Derivatives not designated as Hedging Instrument [Member] | Lumber Price Contracts [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Realized gain on lumber price swap | 986 | 986 | |||
Net gain (loss) on lumber price contracts | (2,081) | 1,185 | |||
Derivatives not designated as Hedging Instrument [Member] | Lumber Price Contracts [Member] | Gain (Loss) on Lumber Hedge [Member] | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Unrealized gain (loss) on lumber price swap | $ (3,067) | $ 199 | |||
[1] | Includes change in unrealized (gain) loss and $1 million in cash settlements. | ||||
[2] | Realized gain (loss) on hedging instruments consist of net cash settlements and interest accruals on interest rate swaps during the periods. Net cash settlements are included in the supplemental cash flow information within interest, net of amounts capitalized in the Condensed Consolidated Statements of Cash Flows |
Financial Instruments (Estimate
Financial Instruments (Estimated Fair Values of Financial Instruments) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Carrying Amount [Member] | Level 1 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Cash, cash equivalents and restricted cash | $ 141,243 | $ 120,457 | |
Carrying Amount [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | [1] | (786,463) | (576,013) |
Carrying Amount [Member] | Level 2 [Member] | Interest rate contracts [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative assets | 3,392 | 1,169 | |
Carrying Amount [Member] | Level 2 [Member] | Term Loans [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (539,007) | (343,500) | |
Carrying Amount [Member] | Level 2 [Member] | Senior notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (149,721) | (149,528) | |
Carrying Amount [Member] | Level 2 [Member] | Revenue bonds [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (94,735) | (65,735) | |
Carrying Amount [Member] | Level 2 [Member] | Medium-term notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (3,000) | (17,250) | |
Carrying Amount [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Company owned life insurance asset (COLI) | 2,741 | 1,996 | |
Fair Value [Member] | Level 1 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Cash, cash equivalents and restricted cash | 141,243 | 120,457 | |
Fair Value [Member] | Level 2 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | [1] | (789,528) | (588,479) |
Fair Value [Member] | Level 2 [Member] | Interest rate contracts [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative assets | 3,392 | 1,169 | |
Fair Value [Member] | Level 2 [Member] | Term Loans [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (536,158) | (345,222) | |
Fair Value [Member] | Level 2 [Member] | Senior notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (156,375) | (161,063) | |
Fair Value [Member] | Level 2 [Member] | Revenue bonds [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (93,539) | (63,967) | |
Fair Value [Member] | Level 2 [Member] | Medium-term notes [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Long-term debt, including current portion | (3,456) | (18,227) | |
Fair Value [Member] | Level 3 [Member] | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Company owned life insurance asset (COLI) | $ 2,741 | $ 1,996 | |
[1] | The carrying amount of long-term debt includes principal and unamortized discounts. |
Pension and Other Postretirem_3
Pension and Other Postretirement Employee Benefits (Components Of Net Periodic Cost (Benefit)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | $ 2,181 | $ 1,688 | $ 6,272 | $ 5,065 |
Interest cost | 4,344 | 4,024 | 12,648 | 12,072 |
Expected return on plan assets | (5,095) | (4,601) | (14,938) | (13,805) |
Amortization of prior service cost (credit) | 46 | 72 | 139 | 216 |
Amortization of actuarial loss | 4,148 | 3,621 | 12,442 | 10,863 |
Net periodic cost (benefit) | 5,624 | 4,804 | 16,563 | 14,411 |
OPEB [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Service cost | 99 | 3 | 242 | 10 |
Interest cost | 391 | 316 | 1,091 | 947 |
Amortization of prior service cost (credit) | (2,219) | (2,219) | (6,658) | (6,658) |
Amortization of actuarial loss | 327 | 384 | 983 | 1,153 |
Net periodic cost (benefit) | $ (1,402) | $ (1,516) | $ (4,342) | $ (4,548) |
Pension and Other Postretirem_4
Pension and Other Postretirement Employee Benefits (Schedule of Pension and OPEB Changes in Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Accumulated Other Comprehensive Income [Roll Forward] | |||||
AOCI at beginning of period | $ 115,564 | $ 109,178 | $ 95,556 | $ 111,445 | |
Prior service credit (cost) | [1] | 1,608 | 1,309 | 4,824 | 3,929 |
Actuarial loss | [1] | (3,311) | (2,443) | (9,934) | (7,330) |
Total reclassification for the period | [1] | (1,703) | (1,134) | (5,110) | (3,401) |
Amortization reclassified from AOCL | [2] | 23,415 | |||
AOCI at end of period | 113,861 | 108,044 | 113,861 | 108,044 | |
Pension Plans [Member] | |||||
Accumulated Other Comprehensive Income [Roll Forward] | |||||
AOCI at beginning of period | 118,191 | 116,121 | 100,611 | 120,627 | |
Prior service credit (cost) | [1] | (34) | (44) | (103) | (132) |
Actuarial loss | [1] | (3,069) | (2,209) | (9,207) | (6,627) |
Total reclassification for the period | [1] | (3,103) | (2,253) | (9,310) | (6,759) |
Amortization reclassified from AOCL | [2] | 23,787 | |||
AOCI at end of period | 115,088 | 113,868 | 115,088 | 113,868 | |
OPEB [Member] | |||||
Accumulated Other Comprehensive Income [Roll Forward] | |||||
AOCI at beginning of period | (2,627) | (6,943) | (5,055) | (9,182) | |
Prior service credit (cost) | [1] | 1,642 | 1,353 | 4,927 | 4,061 |
Actuarial loss | [1] | (242) | (234) | (727) | (703) |
Total reclassification for the period | [1] | 1,400 | 1,119 | 4,200 | 3,358 |
Amortization reclassified from AOCL | [2] | (372) | |||
AOCI at end of period | $ (1,227) | $ (5,824) | $ (1,227) | $ (5,824) | |
[1] | Amortization of prior service credit (cost) and amortization of actuarial loss are included in the computation of net periodic cost (benefit). | ||||
[2] | See Note 2: Recent Accounting Pronouncements discussing the $23.3 million reclassification from AOCL to accumulated deficit. |
Pension and Other Postretirem_5
Pension and Other Postretirement Employee Benefits (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Feb. 20, 2018 | ||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization reclassified from AOCL | [1] | $ 23,415 | ||
Nonqualified Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Other Postretirement Benefits Payments | 2,600 | $ 2,600 | ||
Pension Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization reclassified from AOCL | [1] | 23,787 | ||
Pension Plans [Member] | Qualified Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Fair value of plan assets | $ 38,700 | |||
Projected benefit obligation | 62,000 | |||
Contributions | 52,100 | 5,300 | ||
Pension Plans [Member] | Nonqualified Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Projected benefit obligation | 62,000 | |||
Other Postretirement Benefit Plans [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization reclassified from AOCL | [1] | (372) | ||
Accumulated benefit obligation | $ 13,500 | |||
Supplemental Pension Plans [Member] | Nonqualified Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | 1,300 | $ 1,200 | ||
Voluntary Contributions [Member] | Qualified Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Contributions | 44,000 | |||
Accumulated Deficit [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Amortization reclassified from AOCL | $ 23,300 | |||
[1] | See Note 2: Recent Accounting Pronouncements discussing the $23.3 million reclassification from AOCL to accumulated deficit. |
Components of Accumulated Oth_3
Components of Accumulated Other Comprehensive Loss (Changes in Accumulated Other Comprehensive Loss) (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Balance at beginning of period | $ (200,542) |
Amounts arising during the period | (6,504) |
Amounts reclassified from AOCL to interest expense | (456) |
Amounts reclassified from AOCL to accumulated deficit | 23,265 |
Net change | 16,305 |
Balance at end of period | (1,179,069) |
Gains and losses on cash flow hedge [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Balance at beginning of period | (705) |
Amounts arising during the period | (1,394) |
Amounts reclassified from AOCL to interest expense | (456) |
Amounts reclassified from AOCL to accumulated deficit | (150) |
Net change | (2,000) |
Balance at end of period | (2,705) |
Pension and other postretirement employee benefits [Member] | Pension Plans [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Balance at beginning of period | 100,611 |
Amounts arising during the period | (9,310) |
Amounts reclassified from AOCL to accumulated deficit | 23,787 |
Net change | 14,477 |
Balance at end of period | 115,088 |
Pension and other postretirement employee benefits [Member] | OPEB [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Balance at beginning of period | (5,055) |
Amounts arising during the period | 4,200 |
Amounts reclassified from AOCL to accumulated deficit | (372) |
Net change | 3,828 |
Balance at end of period | (1,227) |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Balance at beginning of period | 94,851 |
Balance at end of period | $ 111,156 |
Equity-Based Compensation (Narr
Equity-Based Compensation (Narrative) (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018USD ($)shares | Sep. 30, 2018USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Unit, Vested, Issuance Deferred | 74,989 | 74,989 |
Qualifying terminations, recognition of expense | $ | $ 3 | $ 1,767 |
Director [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock, shares reserved for future issuance | 146,502 | 146,502 |
Performance shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ | $ 5,800 | $ 5,800 |
Weighted average period (in years) | 1 year | |
Restricted stock units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost | $ | $ 2,000 | $ 2,000 |
Weighted average period (in years) | 1 year | |
Replacement Restricted Stock Unit Awards [Member] | Deltic [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting terms | 4 years | |
Qualifying terminations, accelerated vesting shares | 35,000 | |
Qualifying terminations, recognition of expense | $ | $ 1,800 | |
2005 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized | 1,600,000 | 1,600,000 |
2014 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized | 1,000,000 | 1,000,000 |
2005 and 2014 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized | 400,000 | 400,000 |
2002 Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares authorized | 250,000 | 250,000 |
Equity-Based Compensation (Deta
Equity-Based Compensation (Details of Equity-Based Compensation Expense and Related Income Tax Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee equity-based compensation expense | $ 1,613 | $ 1,188 | $ 6,321 | $ 3,536 |
Accelerated share-based termination benefits in connection with the merger | 3 | 1,767 | ||
Deferred compensation stock equivalent units expense | 16 | 166 | 197 | 488 |
Total tax benefit recognized for share-based expense | 74 | 95 | 258 | 284 |
Performance shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee equity-based compensation expense | 1,074 | 905 | 3,084 | 2,678 |
Restricted stock units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Employee equity-based compensation expense | $ 536 | $ 283 | $ 1,470 | $ 858 |
Equity-Based Compensation (Fair
Equity-Based Compensation (Fair Value of Performance Share Awards) (Details) - Performance Shares Awards [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock price as of valuation date (in dollars per share) | $ 54 | $ 43.60 |
Risk-free rate | 2.46% | 1.61% |
Expected volatility | 23.74% | 24.22% |
Expected dividends | 2.96% | 3.44% |
Expected term (years) | 3 years | 3 years |
Fair value | $ 75.37 | $ 53.85 |
Equity-Based Compensation (Summ
Equity-Based Compensation (Summary Of Outstanding Performance Shares/Restricted Stock Units) (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Performance Shares Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested shares outstanding at December 31, Shares | 200,631 | |
Granted (in shares) | 67,747 | |
Forfeited (in shares) | (5,082) | |
Unvested shares outstanding at September 30, Shares | 263,296 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested shares outstanding at December 31, Weighted Avg. Grant Date Fair Value (in dollars per share) | $ 39.19 | |
Granted, Weighted Avg. Exercise Price (in dollars per share) | 75.37 | $ 53.85 |
Forfeited, Weighted Avg. Grant Date Fair Value (in dollars per share) | 47.90 | |
Unvested shares outstanding at September 30, Weighted Avg. Grant Date Fair Value (in dollars per share) | $ 48.33 | |
Aggregate Intrinsic Value | $ 10,782 | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ||
Unvested shares outstanding at December 31, Shares | 67,871 | |
Granted (in shares) | 43,693 | |
Vested (in shares) | (1,000) | |
Forfeited (in shares) | (3,694) | |
Unvested shares outstanding at September 30, Shares | 106,870 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Unvested shares outstanding at December 31, Weighted Avg. Grant Date Fair Value (in dollars per share) | $ 32.87 | |
Granted, Weighted Avg. Exercise Price (in dollars per share) | 51.54 | |
Vested, Weighted Avg. Grant Date Fair Value (in dollars per share) | 42.92 | |
Forfeited, Weighted Avg. Grant Date Fair Value (in dollars per share) | 45.36 | |
Unvested shares outstanding at September 30, Weighted Avg. Grant Date Fair Value (in dollars per share) | $ 39.98 | |
Aggregate Intrinsic Value | $ 4,376 |
Merger, Integration and Other_3
Merger, Integration and Other Costs (Summary of Merger and Restructuring Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Merger Integration And Other Costs [Abstract] | |||||
Merger costs | $ 892 | $ 11,515 | |||
Restructuring costs: | |||||
Termination benefits | 8,782 | ||||
Professional services | 23 | 678 | |||
Other | 57 | 270 | |||
Total restructuring costs | 80 | 9,730 | |||
Total merger and restructuring costs | [1] | $ 972 | $ 27 | $ 21,245 | $ 27 |
[1] | For integration and restructuring costs related to the merger with Deltic see Note 13: Merger, Integration and Other Costs. |
Merger, Integration and Other_4
Merger, Integration and Other Costs (Summary of Changes in Accrued Severance Related to Restructuring) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2018 | Sep. 30, 2018 | |
Restructuring Cost And Reserve [Line Items] | ||
Charges | $ 80 | $ 9,730 |
Accrued Severance [Member] | ||
Restructuring Cost And Reserve [Line Items] | ||
Charges | 8,782 | |
Payments | (8,375) | |
Accrued severance as of September 30, 2018 | $ 407 | $ 407 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Income Taxes [Line Items] | |||||
Statutory Federal Income Tax Rate | 21.00% | 35.00% | |||
Decrease in effective tax rate | $ 3,900 | $ 10,400 | |||
Income taxes | (5,355) | $ (2,757) | $ (23,077) | $ (13,956) | |
Pension Plans [Member] | Qualified Plan [Member] | |||||
Income Taxes [Line Items] | |||||
Income taxes | $ 5,300 |
Commitments and Contingencies (
Commitments and Contingencies (Narrative) (Details) $ in Millions | Apr. 10, 2018USD ($) | Sep. 25, 2015USD ($) | Mar. 31, 2018Agreement | Sep. 30, 2018 |
Commitments And Contingencies Disclosure [Abstract] | ||||
Loss contingency, damages sought, value | $ 9.8 | |||
Number of tolling agreement with EPA and DOT | Agreement | 6 | |||
Litigation settlement date | April 10, 2018 | |||
Litigation final settlement amount | $ 6 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 9 Months Ended |
Sep. 30, 2018Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Information (Summary Of
Segment Information (Summary Of Information By Business Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | ||
Segment Reporting Information [Line Items] | |||||
Segment Revenues | $ 289,199 | $ 190,441 | $ 757,329 | $ 503,351 | |
Adjusted EBITDDA | 101,810 | 62,235 | 260,750 | 145,232 | |
Basis of real estate sold | 4,248 | 579 | 10,673 | 6,351 | |
Depreciation, depletion and amortization | 18,836 | 8,196 | 51,982 | 20,796 | |
Interest expense, net | (10,109) | (7,336) | (25,125) | (19,654) | |
Non-operating pension and other postretirement employee benefits | (1,942) | (1,596) | (5,707) | (4,788) | |
Gain (loss) on fixed assets | (12) | (11) | (16) | ||
Lumber price swap | [1] | (3,066) | 199 | ||
Environmental charges for Avery Landing | (4,978) | (4,978) | |||
Deltic merger-related costs | [2] | (972) | (27) | (21,245) | (27) |
Income before income taxes | 65,691 | 36,457 | 144,158 | 88,821 | |
Bond discounts and deferred loan fees | [3] | 609 | 369 | 1,703 | 1,112 |
Depreciation, depletion and amortization | 19,445 | 8,565 | 53,685 | 21,908 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Revenues | 321,679 | 214,474 | 851,082 | 554,927 | |
Depreciation, depletion and amortization | 18,836 | 8,196 | 51,982 | 20,796 | |
Operating Segments [Member] | Resource [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Revenues | 111,421 | 94,705 | 280,438 | 202,397 | |
Adjusted EBITDDA | 58,680 | 48,034 | 140,068 | 91,200 | |
Depreciation, depletion and amortization | 12,730 | 6,207 | 35,974 | 14,865 | |
Operating Segments [Member] | Wood Products [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Revenues | 199,025 | 116,487 | 532,425 | 326,608 | |
Adjusted EBITDDA | 46,446 | 24,395 | 126,962 | 58,660 | |
Depreciation, depletion and amortization | 5,827 | 1,821 | 15,250 | 5,487 | |
Operating Segments [Member] | Real Estate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Revenues | 11,233 | 3,282 | 38,219 | 25,922 | |
Adjusted EBITDDA | 7,467 | 2,094 | 27,769 | 22,333 | |
Basis of real estate sold | 4,267 | 618 | 10,886 | 6,474 | |
Depreciation, depletion and amortization | 81 | 198 | 1 | ||
Intersegment Eliminations [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Segment Revenues | [4] | (32,480) | (24,033) | (93,753) | (51,576) |
Adjusted EBITDDA | (1,794) | (3,180) | (5,080) | (1,152) | |
Basis of real estate sold | (19) | (39) | (213) | (123) | |
Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Adjusted EBITDDA | (8,989) | (9,108) | (28,969) | (25,809) | |
Depreciation, depletion and amortization | $ 198 | $ 168 | 560 | $ 443 | |
Costs of Goods Sold [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Inventory purchase price adjustment in cost of goods sold | [5] | $ (1,849) | |||
[1] | Includes change in unrealized (gain) loss and $1 million in cash settlements. | ||||
[2] | For integration and restructuring costs related to the merger with Deltic see Note 13: Merger, Integration and Other Costs. | ||||
[3] | Bond discounts and deferred loan fees are reported within interest expense, net on the Condensed Consolidated Statement of Income. | ||||
[4] | Intersegment revenues are based on prevailing market prices of logs sold by our Resource segment to the Wood Products segment. | ||||
[5] | The effect on cost of goods sold for fair value adjustments to the carrying amounts of inventory acquired in business combinations. |
Segment Information (Summary _2
Segment Information (Summary Of Information By Business Segment) (Parenthetical) (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting [Abstract] | ||
Cash settlements on lumber price swap | $ 1 | $ 1 |
Segment Information (Reconcilia
Segment Information (Reconciliation of Business Segment Total Assets to Total Assets) (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | |
Segment Reporting Asset Reconciling Item [Line Items] | |||
Assets | $ 2,413,071 | $ 953,079 | |
Operating Segments [Member] | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Assets | 2,277,515 | 824,719 | |
Operating Segments [Member] | Resource [Member] | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Assets | [1] | 1,719,703 | 670,240 |
Operating Segments [Member] | Wood Products [Member] | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Assets | 468,622 | 154,479 | |
Operating Segments [Member] | Real Estate [Member] | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Assets | [2] | 89,190 | |
Corporate [Member] | |||
Segment Reporting Asset Reconciling Item [Line Items] | |||
Assets | $ 135,556 | $ 128,360 | |
[1] | We do not report rural real estate separate from Resource as we do not report these assets separately to management. | ||
[2] | Real Estate assets primarily consist of real estate development acquired with the Deltic merger. |