Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 23, 2017 | Oct. 27, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RAYONIER ADVANCED MATERIALS INC. | |
Trading Symbol | RYAM | |
Entity Central Index Key | 1,597,672 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 23, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 43,276,676 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2017 | Sep. 24, 2016 | Sep. 23, 2017 | Sep. 24, 2016 | |
Income Statement [Abstract] | ||||
Net Sales | $ 209,717 | $ 206,540 | $ 612,358 | $ 637,858 |
Cost of Sales | (178,549) | (155,997) | (511,428) | (498,272) |
Gross Margin | 31,168 | 50,543 | 100,930 | 139,586 |
Selling, general and administrative expenses | (12,640) | (9,606) | (40,632) | (26,240) |
Other operating (income) expense, net (Note 8) | (871) | 500 | (3,322) | (1,420) |
Operating Income | 17,657 | 41,437 | 56,976 | 111,926 |
Interest expense | (9,337) | (8,727) | (27,374) | (25,665) |
Interest income and other, net | 987 | 180 | 2,122 | 296 |
Unrealized gain on derivative instrument | 14,087 | 0 | 16,149 | 0 |
Gain on debt extinguishment | 0 | 0 | 0 | 8,844 |
Income Before Income Taxes | 23,394 | 32,890 | 47,873 | 95,401 |
Income tax expense (Note 9) | (7,722) | (11,323) | (17,986) | (33,601) |
Net Income Attributable to Rayonier Advanced Materials Inc. | 15,672 | 21,567 | 29,887 | 61,800 |
Mandatory convertible stock dividends | (3,441) | (1,706) | (10,057) | (1,706) |
Net Income Available to Rayonier Advanced Materials Inc. Common Stockholders | $ 12,231 | $ 19,861 | $ 19,830 | $ 60,094 |
Earnings Per Share of Common Stock (Note 7) | ||||
Basic earnings per share (in dollars per share) | $ 0.29 | $ 0.46 | $ 0.47 | $ 1.42 |
Diluted earnings per share (in dollars per share) | 0.28 | 0.44 | 0.46 | 1.38 |
Dividends Declared Per Common Share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.21 | $ 0.21 |
Comprehensive Income: | ||||
Net Income | $ 15,672 | $ 21,567 | $ 29,887 | $ 61,800 |
Other Comprehensive Income (Note 6) | ||||
Amortization of pension and postretirement plans, net of income tax expense of $1,117, $1,088, $3,353 and $3,261. | 2,032 | 1,974 | 6,093 | 5,881 |
Total other comprehensive income | 2,032 | 1,974 | 6,093 | 5,881 |
Comprehensive Income | $ 17,704 | $ 23,541 | $ 35,980 | $ 67,681 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2017 | Sep. 24, 2016 | Sep. 23, 2017 | Sep. 24, 2016 | |
Income Statement [Abstract] | ||||
Amortization of pension and postretirement plans, income tax expense | $ 1,117 | $ 1,088 | $ 3,353 | $ 3,261 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 23, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 379,179 | $ 326,655 |
Accounts receivable, less allowance for doubtful accounts of $151 and $151 | 42,870 | 37,626 |
Inventory (Note 2) | 106,572 | 118,368 |
Prepaid and other current assets | 61,115 | 36,859 |
Total current assets | 589,736 | 519,508 |
Property, Plant and Equipment, Gross | 2,084,401 | 2,056,372 |
Less — Accumulated Depreciation | (1,309,366) | (1,255,333) |
Property, Plant and Equipment, Net | 775,035 | 801,039 |
Deferred Tax Assets | 29,394 | 51,246 |
Other Assets | 48,435 | 50,146 |
Total Assets | 1,442,600 | 1,421,939 |
Current Liabilities | ||
Accounts payable | 45,229 | 36,379 |
Accrued customer incentives and prepayments | 31,854 | 34,541 |
Accrued payroll and benefits | 18,344 | 21,902 |
Current maturities of long-term debt (Note 3) | 267,028 | 9,593 |
Accrued income and other taxes | 3,983 | 22 |
Accrued interest | 10,122 | 2,499 |
Dividends payable | 2,970 | 0 |
Other current liabilities | 8,944 | 8,262 |
Current liabilities for disposed operations (Note 5) | 15,148 | 13,781 |
Total current liabilities | 403,622 | 126,979 |
Long-Term Debt (Note 3) | 512,893 | 773,689 |
Non-Current Liabilities for Disposed Operations (Note 5) | 136,531 | 139,129 |
Pension and Other Postretirement Benefits | 147,871 | 161,729 |
Other Non-Current Liabilities | 7,423 | 8,664 |
Commitments and Contingencies | ||
Stockholders’ Equity | ||
Preferred stock, 10,000,000 shares authorized at $0.01 par value, 1,725,000 issued and outstanding as of September 23, 2017 and December 31, 2016, aggregate liquidation preference $172,500 | 17 | 17 |
Common stock, 140,000,000 shares authorized at $0.01 par value, 43,277,456 and 43,261,905 issued and outstanding, as of September 23, 2017 and December 31, 2016, respectively | 433 | 433 |
Additional paid-in capital | 248,738 | 242,402 |
Retained earnings | 89,059 | 78,977 |
Accumulated other comprehensive loss | (103,987) | (110,080) |
Total Stockholders’ Equity | 234,260 | 211,749 |
Total Liabilities and Stockholders’ Equity | $ 1,442,600 | $ 1,421,939 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 23, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 151 | $ 151 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (in shares) | 1,725,000 | 1,725,000 |
Preferred stock, shares outstanding (in shares) | 1,725,000 | 1,725,000 |
Preferred stock, aggregate liquidation preference | $ 172,500 | |
Common stock, shares authorized (in shares) | 140,000,000 | 140,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (in shares) | 43,277,456 | 43,261,905 |
Common stock, shares outstanding (in shares) | 43,277,456 | 43,261,905 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 23, 2017 | Sep. 24, 2016 | |
Operating Activities | ||
Net Income | $ 29,887 | $ 61,800 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 63,884 | 64,033 |
Stock-based incentive compensation expense | 6,489 | 4,981 |
Amortization of capitalized debt costs and debt discount | 1,401 | 1,435 |
Deferred income tax | 18,499 | 35,944 |
Increase in liabilities for disposed operations | 2,188 | 2,909 |
Gain on debt extinguishment | 0 | (8,844) |
Unrealized gain on derivative instrument | (16,149) | 0 |
Amortization of losses and prior service costs from pension and postretirement plans | 9,446 | 9,142 |
Loss from sale/disposal of property, plant and equipment | 653 | 624 |
Other | 0 | (3,430) |
Changes in operating assets and liabilities: | ||
Receivables | (5,244) | 24,765 |
Inventories | 11,797 | 5,262 |
Accounts payable | 15,255 | 5,061 |
Accrued liabilities | 6,004 | 9,348 |
Contributions to pension and other postretirement benefit plans | (12,019) | (11,856) |
All other operating activities | (11,049) | (11,881) |
Expenditures for disposed operations | (3,418) | (8,093) |
Cash Provided by Operating Activities | 117,624 | 181,200 |
Investing Activities | ||
Capital expenditures | (44,075) | (58,458) |
Other | 0 | 2,143 |
Cash Used for Investing Activities | (44,075) | (56,315) |
Financing Activities | ||
Issuance of mandatory convertible preferred stock | 0 | 166,609 |
Repayment of debt | (4,398) | (66,831) |
Dividends paid on common stock | (6,124) | (5,913) |
Dividends paid on preferred stock | (10,350) | 0 |
Common stock repurchased | (153) | (387) |
Cash (Used for) Provided by Financing Activities | (21,025) | 93,478 |
Cash and Cash Equivalents | ||
Change in cash and cash equivalents | 52,524 | 218,363 |
Balance, beginning of year | 326,655 | 101,303 |
Balance, end of period | 379,179 | 319,666 |
Cash paid during the period: | ||
Interest | 19,056 | 19,036 |
Income taxes | 5,989 | 2,758 |
Non-cash investing and financing activities: | ||
Capital assets purchased on account | $ 3,750 | $ 17,159 |
Basis of Presentation and New A
Basis of Presentation and New Accounting Pronouncements | 9 Months Ended |
Sep. 23, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and New Accounting Pronouncements | Basis of Presentation and New Accounting Pronouncements Basis of Presentation The unaudited condensed consolidated financial statements and notes thereto of Rayonier Advanced Materials Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements and notes reflect all adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , as filed with the SEC. New or Recently Adopted Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation - Stock Compensation. The update provides guidance on how changes to the terms or conditions of stock compensation are accounted. It is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In March 2017, FASB issued ASU No. 2017-07, Compensation - Retirement Benefits. The update improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. It is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments . The update was issued to reduce diversity in practice regarding the presentation of eight specific types of cash receipts and cash payments in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The update is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, FASB issued ASU No. 2016-09, Compensation - Stock Compensation . The update simplifies several areas of accounting for share based payments. The guidance also includes the acceptable or required transition methods for each of the various amendments included in the new standard. It became effective for fiscal years beginning after December 15, 2016. The Company adopted as of January 1, 2017 and prospectively applied the guidance. The Company recorded $2.3 million in tax expense during the first quarter of 2017 as a result of the adoption of ASU 2016-09. In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires entities to recognize assets and liabilities arising from finance and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows. It is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The update requires inventory to be measured at the lower of cost and net realizable value. It became effective for fiscal years beginning after December 15, 2016. The Company adopted as of January 1, 2017 and retrospectively applied the guidance. There was not a material impact on the Company’s financial statements as the inventory valuation practices already approximated the lower of cost or net realizable value. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , as amended and/or clarified by ASU Nos. 2016-08, 2016-10, 2016-12, and 2016-20, a comprehensive new revenue recognition standard. This standard will supersede virtually all current revenue recognition guidance. The core principle is that a company will recognize revenue when it transfers goods or services to customers for an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. The new revenue standard (and subsequent amendments) will be effective for the Company’s first quarter 2018 Form 10-Q filing. The Company is continuing to evaluate the impact of the new standard on its consolidated financial statements and assessing changes required to its business processes, systems and controls to support revenue recognition. The Company plans to adopt the new revenue guidance effective January 1, 2018 on a modified retrospective basis and does not expect the impact on its consolidated financial statements to be material. The primary impact is anticipated to be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. Subsequent Events Events and transactions subsequent to the balance sheet date have been evaluated for potential recognition and disclosure through November 2, 2017 , the date these financial statements were available to be issued. Three subsequent events warranting disclosure were identified. In preparation for the Company’s acquisition of Tembec Inc. (“Tembec”) and subsequent to the quarter end, the Company made additional payments of $268 million on the term loan principal balances on September 26, 2017. Accordingly, the principal amounts paid were classified as current maturities of long-term debt on the Company’s September 23, 2017 condensed consolidated balance sheet. On October 18, 2017, the Company’s board of directors declared a fourth quarter cash dividend of $2.00 per share of mandatory convertible preferred stock. The dividend will be paid on November 15, 2017 to mandatory convertible preferred stockholders of record as of November 1, 2017. The board of directors also declared a fourth quarter cash dividend of $0.07 per share of common stock. The common stock dividend is payable on December 29, 2017 to common stockholders of record on December 15, 2017. |
Inventory
Inventory | 9 Months Ended |
Sep. 23, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of September 23, 2017 and December 31, 2016 , the Company’s inventory included the following: September 23, 2017 December 31, 2016 Finished goods $ 86,571 $ 94,858 Work-in-progress 4,058 3,422 Raw materials 12,653 17,183 Manufacturing and maintenance supplies 3,290 2,905 Total inventory $ 106,572 $ 118,368 |
Debt and Capital Leases
Debt and Capital Leases | 9 Months Ended |
Sep. 23, 2017 | |
Debt Disclosure [Abstract] | |
Debt and Capital Leases | Debt and Capital Leases As of September 23, 2017 and December 31, 2016 , the Company’s debt consisted of the following: September 23, 2017 December 31, 2016 Revolving Credit Facility of $250 million, $243 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at September 23, 2017 $ — $ — Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.50%, interest rate of 2.74% at September 23, 2017 27,700 30,450 Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 2.99% at September 23, 2017 249,850 251,300 Senior Notes due 2024 at a fixed interest rate of 5.50% 506,412 506,412 Capital Lease obligation 3,478 3,676 Total principal payments due 787,440 791,838 Less: original issue discount and debt issuance costs (7,519 ) (8,556 ) Total debt 779,921 783,282 Less: Current maturities of long-term debt (267,028 ) (9,593 ) Long-term debt $ 512,893 $ 773,689 During the nine months ended September 23, 2017 , the Company made $4.2 million in principal repayments on the term loan facilities. Additional principal repayments on the term loan facilities of $268 million were made subsequent to September 23, 2017 . As a result, the additional principal amounts paid were reclassified as current maturities of long-term debt on the Company’s condensed consolidated balance sheet. As of September 23, 2017 , principal payments due during the next five years and thereafter are presented in the table below, inclusive of the commitment to make additional principal payments on the term loans as referenced above. Capital Lease Minimum Lease Payments Less: Interest Net Present Value Debt Principal Payments Remaining 2017 $ 129 $ 60 $ 69 $ 267,550 2018 515 230 285 — 2019 515 209 306 5,000 2020 515 187 328 — 2021 515 163 352 5,000 Thereafter 2,533 395 2,138 506,412 Total principal payments $ 4,722 $ 1,244 $ 3,478 $ 783,962 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 23, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the carrying amount, estimated fair values and categorization under the fair value hierarchy for financial instruments held by the Company at September 23, 2017 and December 31, 2016 , using market information and what management believes to be appropriate valuation methodologies: September 23, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) (a) Level 1 Level 2 Level 1 Level 2 Cash and cash equivalents $ 379,179 $ 379,179 $ — $ 326,655 $ 326,655 $ — Current derivative assets 16,149 — 16,149 — — — Current maturities of long-term debt (266,748 ) — (267,550 ) (9,327 ) — (9,775 ) Fixed-rate long-term debt (500,140 ) — (488,688 ) (499,444 ) — (474,761 ) Variable-rate long-term debt (9,555 ) — (10,000 ) (270,836 ) — (271,975 ) (a) Table excludes the Company’s capital lease obligation. The Company uses the following methods and assumptions in estimating the fair value of its financial instruments: Cash and cash equivalents — The carrying amount is equal to fair market value. Current derivative asset (foreign currency collar) — The fair value is calculated using standard valuation models. Significant inputs in these models include foreign currency future rates. See Note 14 - Pending Acquisition for additional information related to the derivative assets. Debt — The fair value of fixed-rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable-rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value. |
Liabilities for Disposed Operat
Liabilities for Disposed Operations | 9 Months Ended |
Sep. 23, 2017 | |
Environmental Remediation Obligations [Abstract] | |
Liabilities for Disposed Operations | Liabilities for Disposed Operations An analysis of the liabilities for disposed operations for the nine months ended September 23, 2017 is as follows: Balance, December 31, 2016 $ 152,910 Expenditures charged to liabilities (3,419 ) Increase to liabilities 2,188 Balance, September 23, 2017 151,679 Less: Current portion (15,148 ) Non-current portion $ 136,531 In addition to the estimated liabilities, the Company is subject to the risk of reasonably possible additional liabilities in excess of the established reserves due to potential changes in circumstances and future events, including, without limitation, changes to current laws and regulations; changes in governmental agency personnel, direction, philosophy and/or enforcement policies; developments in remediation technologies; increases in the cost of remediation, operation, maintenance and monitoring of its disposed operations sites; changes in the volume, nature or extent of contamination to be remediated or monitoring to be undertaken; the outcome of negotiations with governmental agencies and non-governmental parties; and changes in accounting rules or interpretations. Based on information available as of September 23, 2017 , the Company estimates this exposure could range up to approximately $67 million , although no assurances can be given that this amount will not be exceeded given the factors described above. These potential additional costs are attributable to several sites and other applicable liabilities. Further, this estimate excludes reasonably possible liabilities which are not currently estimable primarily due to the factors discussed above. Subject to the previous paragraph, the Company believes established liabilities are sufficient for probable costs expected to be incurred over the next 20 years with respect to its disposed operations. However, no assurances are given they will be sufficient for the reasons described above, and additional liabilities could have a material adverse effect on the Company’s financial position, results of operations and cash flows. On September 18, 2017, the Company received comments from Washington State Ecology on its feasibility study submitted in February 2015. The Company is currently evaluating the impact of the comments on its proposed remediation plan and cost estimates and expects to complete its evaluation in the first quarter of 2018. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Sep. 23, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss was comprised of the following: Nine Months Ended Unrecognized components of employee benefit plans, net of tax September 23, 2017 September 24, 2016 Balance, beginning of period $ (110,080 ) $ (109,620 ) Defined benefit pension and post-retirement plans (a) Amortization of losses 8,989 8,676 Amortization of prior service costs 572 581 Amortization of negative plan amendment (115 ) (115 ) Tax benefit (3,353 ) (3,261 ) Total reclassifications for the period, net of tax 6,093 5,881 Balance, end of period $ (103,987 ) $ (103,739 ) (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 11 — Employee Benefit Plans for additional information. |
Earnings Per Share of Common St
Earnings Per Share of Common Stock | 9 Months Ended |
Sep. 23, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share of Common Stock | Earnings Per Share of Common Stock The following table provides details of the calculations of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Net income $ 15,672 $ 21,567 $ 29,887 $ 61,800 Preferred Stock dividends (3,441 ) (1,706 ) (10,057 ) (1,706 ) Net income available for common stockholders $ 12,231 $ 19,861 $ 19,830 $ 60,094 Shares used for determining basic earnings per share of common stock 42,427,437 42,360,326 42,388,762 42,266,295 Dilutive effect of: Stock options — — — — Performance and restricted shares 1,025,228 368,357 896,066 214,656 Preferred Stock 12,582,057 6,607,423 — 2,243,565 Shares used for determining diluted earnings per share of common stock 56,034,722 49,336,106 43,284,828 44,724,516 Basic earnings per share (not in thousands) $ 0.29 $ 0.46 $ 0.47 $ 1.42 Diluted earnings per share (not in thousands) $ 0.28 $ 0.44 $ 0.46 $ 1.38 Anti-dilutive instruments excluded from the computation of diluted earnings per share: Three Months Ended Nine Months Ended September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Stock options 376,434 400,765 376,434 400,765 Restricted stock 726 24,331 5,797 41,466 Performance shares 6,886 2,790 7,228 66,775 Preferred Stock — — 12,582,057 — Total 384,046 427,886 12,971,516 509,006 |
Other Operating Expense, Net
Other Operating Expense, Net | 9 Months Ended |
Sep. 23, 2017 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | Other Operating Expense, Net Other operating expense, net was comprised of the following: Three Months Ended Nine Months Ended September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Loss on sale or disposal of property, plant and equipment $ (6 ) $ (133 ) $ (653 ) $ (624 ) Environmental reserve adjustment (784 ) (272 ) (2,188 ) (2,909 ) Insurance recoveries — 500 — 897 Miscellaneous (expense) income (81 ) 405 (481 ) 1,216 Total $ (871 ) $ 500 $ (3,322 ) $ (1,420 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 23, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate for the three months ended September 23, 2017 and September 24, 2016 was 33.0 percent and 34.4 percent , respectively. For both quarters, the tax rate differs from the federal statutory rate of 35.0 percent primarily due to the domestic manufacturing deduction and nondeductible expenses, while 2017 was also impacted by federal tax credits recognized for the 2016 and 2017 tax years. The Company’s effective tax rate for the nine months ended September 23, 2017 and September 24, 2016 was 37.6 percent and 35.2 percent , respectively. The current year-to-date effective tax rate differs from the federal statutory rate of 35.0 percent due to the recognition of tax expense from non-vested incentive stock options, partially offset by federal tax credits. Other items impacting the effective tax rate in both year-to-date periods included the domestic manufacturing deduction, state taxes and credits, and nondeductible expenses. |
Incentive Stock Plans
Incentive Stock Plans | 9 Months Ended |
Sep. 23, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Stock Plans | Incentive Stock Plans The Company’s total stock based compensation cost for the nine months ended September 23, 2017 and September 24, 2016 was $6.5 million and $5.0 million , respectively. The Company also made new grants of restricted and performance shares to certain employees during the first quarter of 2017. The 2017 restricted share awards vest over three years. The 2017 performance share awards are measured against an internal return on invested capital target and, depending on performance against the target, the awards will pay out between 0 and 200 percent of target. The total number of performance shares earned will be adjusted up or down 25 percent , for certain participants, based on stock price performance relative to a peer group over the term of the plan, which would result in a final payout range of 0 to 250 percent of target. The following table summarizes the activity on the Company’s incentive stock awards for the nine months ended September 23, 2017 : Stock Options Restricted Stock Performance-Based Stock Units Performance-Based Restricted Stock Options Weighted Average Exercise Price Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 399,012 $ 31.85 667,899 $ 11.97 718,891 $ 10.05 128,038 $ 41.05 Granted — — 284,979 13.36 362,895 14.60 — — Forfeited — — (2,355 ) 9.87 (1,101 ) 9.80 — — Exercised or settled — — (100,600 ) 11.78 — — — — Expired or cancelled (22,578 ) 15.31 — — — — (128,038 ) 41.05 Outstanding at September 23, 2017 376,434 $ 27.72 849,923 $ 12.46 1,080,685 $ 11.58 — $ — |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 23, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has a qualified non-contributory defined benefit pension plan covering a significant majority of its employees and an unfunded plan that provides benefits in excess of amounts allowable in the qualified plans under current tax law. Both the qualified plan and the unfunded excess plan are closed to new participants. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Beginning in 2017, the Company changed the method used to determine the service and interest cost components of net periodic benefit cost. Previously, the cost was determined using a single weighted-average discount rate derived from the yield curve. Under the new method, known as the spot rate approach, individual spot rates along the yield curve that correspond with the timing of each benefit payment was used. The Company believes this change provides a more precise measurement of service and interest costs by improving the correlation between projected cash outflows and corresponding spot rates on the yield curve. The Company estimates the adoption of the spot rate approach will decrease pension and postretirement cost by approximately $3.0 million as compared to using the single weighted-average discount rate derived from the yield curve for the full year 2017. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. The net pension and postretirement benefit costs that have been recorded are shown in the following tables: Pension Postretirement Three Months Ended Three Months Ended Components of Net Periodic Benefit Cost September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Service cost $ 1,184 $ 1,306 $ 236 $ 202 Interest cost 3,318 3,979 198 218 Expected return on plan assets (5,548 ) (5,830 ) — — Amortization of prior service cost 190 191 — 4 Amortization of losses 2,913 2,835 83 70 Amortization of negative plan amendment — — (38 ) (39 ) Total net periodic benefit cost $ 2,057 $ 2,481 $ 479 $ 455 Pension Postretirement Nine Months Ended Nine Months Ended Components of Net Periodic Benefit Cost September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Service cost $ 3,552 $ 3,919 $ 707 $ 880 Interest cost 9,954 11,937 594 653 Expected return on plan assets (16,645 ) (17,490 ) — — Amortization of prior service cost 571 571 1 10 Amortization of losses 8,739 8,507 250 169 Amortization of negative plan amendment — — (115 ) (115 ) Total net periodic benefit cost $ 6,171 $ 7,444 $ 1,437 $ 1,597 On September 14, 2017, the Company made a voluntary contribution of $ 10 million to its pension plan. The Company did not have any mandatory pension contribution requirements in 2017 . |
Contingencies
Contingencies | 9 Months Ended |
Sep. 23, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies The Company is engaged in various legal and regulatory actions and proceedings, and has been named as a defendant in various litigation arising in the ordinary course of its business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, the Company has in certain cases retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance and general liability. While there can be no assurance, the ultimate outcome of these proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. On June 30, 2017, collective bargaining agreements covering approximately 587 hourly employees at our Jesup plant expired. The parties have continued to work under the terms of the expired contracts while negotiations continue, as has been the practice during past negotiations. While there can be no assurance, we expect to reach agreements with our unions; however, a work stoppage could have a material adverse effect on our business, results of operations and financial condition. |
Guarantees
Guarantees | 9 Months Ended |
Sep. 23, 2017 | |
Guarantees [Abstract] | |
Guarantees | Guarantees The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of September 23, 2017 , the following financial guarantees were outstanding: Financial Commitments Maximum Potential Payment Carrying Amount of Liability Standby letters of credit (a) $ 7,025 $ 3,264 Surety bonds (b) 59,027 59,002 LTF project (c) 37,197 — Total financial commitments $ 103,249 $ 62,266 (a) The letters of credit primarily provide credit support for natural gas purchases and insurance programs. The Company was released from its requirement to provide letters of credit for its financial assurance relating to its environmental remediation and post closure care as of September 23, 2017 . (b) Rayonier Advanced Materials purchases surety bonds primarily to comply with financial assurance requirements relating to environmental remediation and post closure care and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire at various dates during 2017, 2018 and 2019. They are expected to be renewed annually as required. (c) LignoTech Florida entered into a construction contract to build its lignin manufacturing facility. The Company is a guarantor under the contract and is jointly and severally liable for payment of costs incurred to construct the facility. In the event of default, the Company expects it would only be liable for its proportional share as a result of an agreement with its venture partner. The facility is expected to be completed in mid-2018. |
Pending Acquisition
Pending Acquisition | 9 Months Ended |
Sep. 23, 2017 | |
Business Combinations [Abstract] | |
Pending Acquisition | Pending Acquisition On May 25, 2017, the Company announced that it entered into an agreement to acquire all of the outstanding common shares of Tembec. Tembec is a leading manufacturer of forest products including lumber, paper pulp, paper, commodity products and cellulose specialties with operations in Canada and France. On July 23, 2017, the agreement was amended. Under the terms of the amendment, Tembec shareholders at their choice will receive C$4.75 in cash or 0.2542 shares of the Company’s common stock, subject to proration to ensure that no more than 66.8% of the aggregate Tembec shares shall receive the per share cash consideration and no more than 33.2% of the aggregate Tembec shares will receive the per share stock consideration. The purchase price of approximately $870 million , which includes the assumption of $481 million of Tembec net debt, is based on the Company’s closing stock price and currency exchange rate as of June 24, 2017. The transaction is expected to be funded with cash on-hand, committed bank financing and the issuance of approximately 8.4 million shares of Company stock. On August 17, 2017, the Company received commitments from lenders to borrow up to $ 680 million to fund the Tembec acquisition through the refinancing of existing term loans. Completion of the Tembec transaction is subject to the satisfaction or waiver of certain closing conditions and is expected to be completed in the second half of the fourth quarter of 2017. In connection with the acquisition of Tembec, the Company entered into a foreign currency collar, a derivative, as an economic hedge of the anticipated cash flows denominated in Canadian dollars. The derivative does not meet the hedging accounting criteria and is being marked-to-market through other non-operating income. See Note 4 - Fair Value Measures for additional information related to the derivative. The Company’s derivative positions are presented in the table below: Derivatives Not Designated as Hedging Instruments September 23, 2017 December 31, 2016 Balance Sheet Location Notional amount (in Canadian Dollars) 300,000 $ — Derivative Assets - fair value Foreign currency collar (a) $ 16,163 $ — Derivative Liabilities - fair value Foreign currency collar (a) $ (14 ) $ — Total $ 16,149 $ — Other current assets (a) The currency collar is subject to an enforceable master netting agreement and is presented net on the balance sheet. The effect on the statement of income of the outstanding derivative instrument is summarized as follows: Gains (Losses) for the periods Three Months Ended Nine Months Ended Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivative September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Foreign currency collar Other non-operating income $ 14,087 $ — $ 16,149 $ — |
Basis of Presentation and New21
Basis of Presentation and New Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 23, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements and notes thereto of Rayonier Advanced Materials Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements and notes reflect all adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , as filed with the SEC. |
New or Recently Adopted Accounting Pronouncements | New or Recently Adopted Accounting Pronouncements In May 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-09, Compensation - Stock Compensation. The update provides guidance on how changes to the terms or conditions of stock compensation are accounted. It is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In March 2017, FASB issued ASU No. 2017-07, Compensation - Retirement Benefits. The update improves the presentation of net periodic pension cost and net periodic postretirement benefit cost. It is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments . The update was issued to reduce diversity in practice regarding the presentation of eight specific types of cash receipts and cash payments in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The update is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, FASB issued ASU No. 2016-09, Compensation - Stock Compensation . The update simplifies several areas of accounting for share based payments. The guidance also includes the acceptable or required transition methods for each of the various amendments included in the new standard. It became effective for fiscal years beginning after December 15, 2016. The Company adopted as of January 1, 2017 and prospectively applied the guidance. The Company recorded $2.3 million in tax expense during the first quarter of 2017 as a result of the adoption of ASU 2016-09. In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires entities to recognize assets and liabilities arising from finance and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows. It is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. The update requires inventory to be measured at the lower of cost and net realizable value. It became effective for fiscal years beginning after December 15, 2016. The Company adopted as of January 1, 2017 and retrospectively applied the guidance. There was not a material impact on the Company’s financial statements as the inventory valuation practices already approximated the lower of cost or net realizable value. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , as amended and/or clarified by ASU Nos. 2016-08, 2016-10, 2016-12, and 2016-20, a comprehensive new revenue recognition standard. This standard will supersede virtually all current revenue recognition guidance. The core principle is that a company will recognize revenue when it transfers goods or services to customers for an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. The new revenue standard (and subsequent amendments) will be effective for the Company’s first quarter 2018 Form 10-Q filing. The Company is continuing to evaluate the impact of the new standard on its consolidated financial statements and assessing changes required to its business processes, systems and controls to support revenue recognition. The Company plans to adopt the new revenue guidance effective January 1, 2018 on a modified retrospective basis and does not expect the impact on its consolidated financial statements to be material. The primary impact is anticipated to be the additional required disclosures around revenue recognition in the notes to the consolidated financial statements. |
Fair Value Measurements | The Company uses the following methods and assumptions in estimating the fair value of its financial instruments: Cash and cash equivalents — The carrying amount is equal to fair market value. Current derivative asset (foreign currency collar) — The fair value is calculated using standard valuation models. Significant inputs in these models include foreign currency future rates. See Note 14 - Pending Acquisition for additional information related to the derivative assets. Debt — The fair value of fixed-rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable-rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 23, 2017 and December 31, 2016 , the Company’s inventory included the following: September 23, 2017 December 31, 2016 Finished goods $ 86,571 $ 94,858 Work-in-progress 4,058 3,422 Raw materials 12,653 17,183 Manufacturing and maintenance supplies 3,290 2,905 Total inventory $ 106,572 $ 118,368 |
Debt and Capital Leases (Tables
Debt and Capital Leases (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of September 23, 2017 and December 31, 2016 , the Company’s debt consisted of the following: September 23, 2017 December 31, 2016 Revolving Credit Facility of $250 million, $243 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at September 23, 2017 $ — $ — Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.50%, interest rate of 2.74% at September 23, 2017 27,700 30,450 Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 2.99% at September 23, 2017 249,850 251,300 Senior Notes due 2024 at a fixed interest rate of 5.50% 506,412 506,412 Capital Lease obligation 3,478 3,676 Total principal payments due 787,440 791,838 Less: original issue discount and debt issuance costs (7,519 ) (8,556 ) Total debt 779,921 783,282 Less: Current maturities of long-term debt (267,028 ) (9,593 ) Long-term debt $ 512,893 $ 773,689 |
Schedule of Maturities of Long-term Debt | As of September 23, 2017 , principal payments due during the next five years and thereafter are presented in the table below, inclusive of the commitment to make additional principal payments on the term loans as referenced above. Capital Lease Minimum Lease Payments Less: Interest Net Present Value Debt Principal Payments Remaining 2017 $ 129 $ 60 $ 69 $ 267,550 2018 515 230 285 — 2019 515 209 306 5,000 2020 515 187 328 — 2021 515 163 352 5,000 Thereafter 2,533 395 2,138 506,412 Total principal payments $ 4,722 $ 1,244 $ 3,478 $ 783,962 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents the carrying amount, estimated fair values and categorization under the fair value hierarchy for financial instruments held by the Company at September 23, 2017 and December 31, 2016 , using market information and what management believes to be appropriate valuation methodologies: September 23, 2017 December 31, 2016 Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) (a) Level 1 Level 2 Level 1 Level 2 Cash and cash equivalents $ 379,179 $ 379,179 $ — $ 326,655 $ 326,655 $ — Current derivative assets 16,149 — 16,149 — — — Current maturities of long-term debt (266,748 ) — (267,550 ) (9,327 ) — (9,775 ) Fixed-rate long-term debt (500,140 ) — (488,688 ) (499,444 ) — (474,761 ) Variable-rate long-term debt (9,555 ) — (10,000 ) (270,836 ) — (271,975 ) (a) Table excludes the Company’s capital lease obligation. |
Liabilities for Disposed Oper25
Liabilities for Disposed Operations (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Liabilities for Disposed Operations | An analysis of the liabilities for disposed operations for the nine months ended September 23, 2017 is as follows: Balance, December 31, 2016 $ 152,910 Expenditures charged to liabilities (3,419 ) Increase to liabilities 2,188 Balance, September 23, 2017 151,679 Less: Current portion (15,148 ) Non-current portion $ 136,531 |
Accumulated Other Comprehensi26
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss was comprised of the following: Nine Months Ended Unrecognized components of employee benefit plans, net of tax September 23, 2017 September 24, 2016 Balance, beginning of period $ (110,080 ) $ (109,620 ) Defined benefit pension and post-retirement plans (a) Amortization of losses 8,989 8,676 Amortization of prior service costs 572 581 Amortization of negative plan amendment (115 ) (115 ) Tax benefit (3,353 ) (3,261 ) Total reclassifications for the period, net of tax 6,093 5,881 Balance, end of period $ (103,987 ) $ (103,739 ) (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 11 — Employee Benefit Plans for additional information. |
Earnings Per Share of Common 27
Earnings Per Share of Common Stock (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides details of the calculations of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Net income $ 15,672 $ 21,567 $ 29,887 $ 61,800 Preferred Stock dividends (3,441 ) (1,706 ) (10,057 ) (1,706 ) Net income available for common stockholders $ 12,231 $ 19,861 $ 19,830 $ 60,094 Shares used for determining basic earnings per share of common stock 42,427,437 42,360,326 42,388,762 42,266,295 Dilutive effect of: Stock options — — — — Performance and restricted shares 1,025,228 368,357 896,066 214,656 Preferred Stock 12,582,057 6,607,423 — 2,243,565 Shares used for determining diluted earnings per share of common stock 56,034,722 49,336,106 43,284,828 44,724,516 Basic earnings per share (not in thousands) $ 0.29 $ 0.46 $ 0.47 $ 1.42 Diluted earnings per share (not in thousands) $ 0.28 $ 0.44 $ 0.46 $ 1.38 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Anti-dilutive instruments excluded from the computation of diluted earnings per share: Three Months Ended Nine Months Ended September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Stock options 376,434 400,765 376,434 400,765 Restricted stock 726 24,331 5,797 41,466 Performance shares 6,886 2,790 7,228 66,775 Preferred Stock — — 12,582,057 — Total 384,046 427,886 12,971,516 509,006 |
Other Operating Expense, Net (T
Other Operating Expense, Net (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | Other operating expense, net was comprised of the following: Three Months Ended Nine Months Ended September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Loss on sale or disposal of property, plant and equipment $ (6 ) $ (133 ) $ (653 ) $ (624 ) Environmental reserve adjustment (784 ) (272 ) (2,188 ) (2,909 ) Insurance recoveries — 500 — 897 Miscellaneous (expense) income (81 ) 405 (481 ) 1,216 Total $ (871 ) $ 500 $ (3,322 ) $ (1,420 ) |
Incentive Stock Plans (Tables)
Incentive Stock Plans (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Activity for Incentive Stock Awards | The following table summarizes the activity on the Company’s incentive stock awards for the nine months ended September 23, 2017 : Stock Options Restricted Stock Performance-Based Stock Units Performance-Based Restricted Stock Options Weighted Average Exercise Price Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2016 399,012 $ 31.85 667,899 $ 11.97 718,891 $ 10.05 128,038 $ 41.05 Granted — — 284,979 13.36 362,895 14.60 — — Forfeited — — (2,355 ) 9.87 (1,101 ) 9.80 — — Exercised or settled — — (100,600 ) 11.78 — — — — Expired or cancelled (22,578 ) 15.31 — — — — (128,038 ) 41.05 Outstanding at September 23, 2017 376,434 $ 27.72 849,923 $ 12.46 1,080,685 $ 11.58 — $ — |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Net Pension and Postretirement Benefit Costs | The net pension and postretirement benefit costs that have been recorded are shown in the following tables: Pension Postretirement Three Months Ended Three Months Ended Components of Net Periodic Benefit Cost September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Service cost $ 1,184 $ 1,306 $ 236 $ 202 Interest cost 3,318 3,979 198 218 Expected return on plan assets (5,548 ) (5,830 ) — — Amortization of prior service cost 190 191 — 4 Amortization of losses 2,913 2,835 83 70 Amortization of negative plan amendment — — (38 ) (39 ) Total net periodic benefit cost $ 2,057 $ 2,481 $ 479 $ 455 Pension Postretirement Nine Months Ended Nine Months Ended Components of Net Periodic Benefit Cost September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Service cost $ 3,552 $ 3,919 $ 707 $ 880 Interest cost 9,954 11,937 594 653 Expected return on plan assets (16,645 ) (17,490 ) — — Amortization of prior service cost 571 571 1 10 Amortization of losses 8,739 8,507 250 169 Amortization of negative plan amendment — — (115 ) (115 ) Total net periodic benefit cost $ 6,171 $ 7,444 $ 1,437 $ 1,597 |
Guarantees (Tables)
Guarantees (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Guarantees [Abstract] | |
Schedule of Financial Guarantees Outstanding | The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of September 23, 2017 , the following financial guarantees were outstanding: Financial Commitments Maximum Potential Payment Carrying Amount of Liability Standby letters of credit (a) $ 7,025 $ 3,264 Surety bonds (b) 59,027 59,002 LTF project (c) 37,197 — Total financial commitments $ 103,249 $ 62,266 (a) The letters of credit primarily provide credit support for natural gas purchases and insurance programs. The Company was released from its requirement to provide letters of credit for its financial assurance relating to its environmental remediation and post closure care as of September 23, 2017 . (b) Rayonier Advanced Materials purchases surety bonds primarily to comply with financial assurance requirements relating to environmental remediation and post closure care and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire at various dates during 2017, 2018 and 2019. They are expected to be renewed annually as required. (c) LignoTech Florida entered into a construction contract to build its lignin manufacturing facility. The Company is a guarantor under the contract and is jointly and severally liable for payment of costs incurred to construct the facility. In the event of default, the Company expects it would only be liable for its proportional share as a result of an agreement with its venture partner. The facility is expected to be completed in mid-2018. |
Pending Acquisition (Tables)
Pending Acquisition (Tables) | 9 Months Ended |
Sep. 23, 2017 | |
Business Combinations [Abstract] | |
Schedule of Derivative Gains (Losses) | The Company’s derivative positions are presented in the table below: Derivatives Not Designated as Hedging Instruments September 23, 2017 December 31, 2016 Balance Sheet Location Notional amount (in Canadian Dollars) 300,000 $ — Derivative Assets - fair value Foreign currency collar (a) $ 16,163 $ — Derivative Liabilities - fair value Foreign currency collar (a) $ (14 ) $ — Total $ 16,149 $ — Other current assets (a) The currency collar is subject to an enforceable master netting agreement and is presented net on the balance sheet. The effect on the statement of income of the outstanding derivative instrument is summarized as follows: Gains (Losses) for the periods Three Months Ended Nine Months Ended Derivatives Not Designated as Hedging Instruments Location of Gain (Loss) Recognized in Income on Derivative September 23, 2017 September 24, 2016 September 23, 2017 September 24, 2016 Foreign currency collar Other non-operating income $ 14,087 $ — $ 16,149 $ — |
Basis of Presentation and New33
Basis of Presentation and New Accounting Pronouncements (Details) $ / shares in Units, $ in Thousands | Oct. 18, 2017$ / shares | Sep. 26, 2017USD ($) | Oct. 31, 2017subsequent_event | Sep. 23, 2017$ / shares | Mar. 25, 2017USD ($) | Sep. 24, 2016$ / shares | Sep. 23, 2017USD ($)$ / shares | Sep. 24, 2016USD ($)$ / shares |
Subsequent Event [Line Items] | ||||||||
Principal repayments | $ 4,398 | $ 66,831 | ||||||
Common stock dividend declared (in dollars per share) | $ / shares | $ 0.07 | $ 0.07 | $ 0.21 | $ 0.21 | ||||
Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Number of subsequent events | subsequent_event | 3 | |||||||
Common stock dividend declared (in dollars per share) | $ / shares | $ 0.07 | |||||||
Subsequent Event | Convertible Preferred Stock | ||||||||
Subsequent Event [Line Items] | ||||||||
Convertible preferred stock dividend declared (in dollars per share) | $ / shares | $ 2 | |||||||
Term Loan | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal repayments | $ 4,200 | |||||||
Term Loan | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal repayments | $ 268,000 | |||||||
Accounting Standards Update 2016-09 | ||||||||
Subsequent Event [Line Items] | ||||||||
Income tax expense related to adoption of ASU 2016-09 | $ 2,300 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Sep. 23, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 86,571 | $ 94,858 |
Work-in-progress | 4,058 | 3,422 |
Raw materials | 12,653 | 17,183 |
Manufacturing and maintenance supplies | 3,290 | 2,905 |
Total inventory | $ 106,572 | $ 118,368 |
Debt and Capital Leases - Summa
Debt and Capital Leases - Summary of Debt (Details) - USD ($) | 9 Months Ended | |
Sep. 23, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Debt, gross | $ 783,962,000 | |
Capital Lease obligation | 3,478,000 | $ 3,676,000 |
Total principal payments due | 787,440,000 | 791,838,000 |
Less: original issue discount and debt issuance costs | (7,519,000) | (8,556,000) |
Total debt | 779,921,000 | 783,282,000 |
Less: Current maturities of long-term debt | (267,028,000) | (9,593,000) |
Long-term debt | $ 512,893,000 | 773,689,000 |
Credit Facility | Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.50%, interest rate of 2.74% at September 23, 2017 | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.74% | |
Debt, gross | $ 27,700,000 | 30,450,000 |
Credit Facility | Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.50%, interest rate of 2.74% at September 23, 2017 | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% | |
Credit Facility | Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 2.99% at September 23, 2017 | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.99% | |
Patronage benefit | 0.67% | |
Debt, gross | $ 249,850,000 | 251,300,000 |
Credit Facility | Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 2.99% at September 23, 2017 | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread after patronage benefit | 1.08% | |
Senior Notes due 2024 at a fixed interest rate of 5.50% | ||
Debt Instrument [Line Items] | ||
Fixed interest rate | 5.50% | |
Debt, gross | $ 506,412,000 | 506,412,000 |
Revolving Credit Facility of $250 million, $243 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at September 23, 2017 | Credit Facility | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | 250,000,000 | |
Borrowing capacity after outstanding letters of credit | 243,000,000 | |
Debt, gross | $ 0 | $ 0 |
Revolving Credit Facility of $250 million, $243 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at September 23, 2017 | Credit Facility | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% |
Debt and Capital Leases - Narra
Debt and Capital Leases - Narrative (Details) - USD ($) $ in Thousands | Sep. 26, 2017 | Sep. 23, 2017 | Sep. 24, 2016 |
Debt Instrument [Line Items] | |||
Principal repayments | $ 4,398 | $ 66,831 | |
Credit Facility | |||
Debt Instrument [Line Items] | |||
Principal repayments | $ 4,200 | ||
Credit Facility | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Principal repayments | $ 268,000 |
Debt and Capital Leases - Sched
Debt and Capital Leases - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Sep. 23, 2017USD ($) |
Minimum Lease Payments | |
Remaining 2,017 | $ 129 |
2,018 | 515 |
2,019 | 515 |
2,020 | 515 |
2,021 | 515 |
Thereafter | 2,533 |
Total principal payments | 4,722 |
Less: Interest | |
Remaining 2,017 | 60 |
2,018 | 230 |
2,019 | 209 |
2,020 | 187 |
2,021 | 163 |
Thereafter | 395 |
Total principal payments | 1,244 |
Net Present Value | |
Remaining 2,017 | 69 |
2,018 | 285 |
2,019 | 306 |
2,020 | 328 |
2,021 | 352 |
Thereafter | 2,138 |
Total principal payments | 3,478 |
Debt Principal Payments | |
Remaining 2,017 | 267,550 |
2,018 | 0 |
2,019 | 5,000 |
2,020 | 0 |
2,021 | 5,000 |
Thereafter | 506,412 |
Total principal payments | $ 783,962 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 23, 2017 | Dec. 31, 2016 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 379,179 | $ 326,655 |
Current derivative assets | 16,149 | 0 |
Current maturities of long-term debt | (266,748) | (9,327) |
Fixed-rate long-term debt | (500,140) | (499,444) |
Variable-rate long-term debt | (9,555) | (270,836) |
Fair Value | Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 379,179 | 326,655 |
Current derivative assets | 0 | 0 |
Current maturities of long-term debt | 0 | 0 |
Fixed-rate long-term debt | 0 | 0 |
Variable-rate long-term debt | 0 | 0 |
Fair Value | Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Current derivative assets | 16,149 | 0 |
Current maturities of long-term debt | (267,550) | (9,775) |
Fixed-rate long-term debt | (488,688) | (474,761) |
Variable-rate long-term debt | $ (10,000) | $ (271,975) |
Liabilities for Disposed Oper39
Liabilities for Disposed Operations - Analysis of Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 23, 2017 | Dec. 31, 2016 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Balance, December 31, 2016 | $ 152,910 | |
Expenditures charged to liabilities | (3,419) | |
Increase to liabilities | 2,188 | |
Balance, September 23, 2017 | 151,679 | |
Less: Current portion | (15,148) | $ (13,781) |
Non-current portion | $ 136,531 | $ 139,129 |
Liabilities for Disposed Oper40
Liabilities for Disposed Operations - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 23, 2017USD ($) | |
Environmental Remediation Obligations [Abstract] | |
Loss exposure in excess of accrual, high estimate | $ 67 |
Probable costs expected to be incurred, term | 20 years |
Accumulated Other Comprehensi41
Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 23, 2017 | Sep. 24, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance, beginning of period | $ 211,749 | |
Tax benefit | (3,353) | $ (3,261) |
Total reclassifications for the period, net of tax | 6,093 | 5,881 |
Balance, end of period | 234,260 | |
Accumulated other comprehensive loss | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance, beginning of period | (110,080) | (109,620) |
Balance, end of period | (103,987) | (103,739) |
Amortization of losses | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Reclassifications, gross of tax | 8,989 | 8,676 |
Amortization of prior service costs | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Reclassifications, gross of tax | 572 | 581 |
Amortization of negative plan amendment | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Reclassifications, gross of tax | $ (115) | $ (115) |
Earnings Per Share of Common 42
Earnings Per Share of Common Stock - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2017 | Sep. 24, 2016 | Sep. 23, 2017 | Sep. 24, 2016 | |
Earnings Per Share [Abstract] | ||||
Net income | $ 15,672 | $ 21,567 | $ 29,887 | $ 61,800 |
Preferred Stock dividends | (3,441) | (1,706) | (10,057) | (1,706) |
Net Income Available to Rayonier Advanced Materials Inc. Common Stockholders | $ 12,231 | $ 19,861 | $ 19,830 | $ 60,094 |
Shares used for determining basic earnings per share of common stock (in shares) | 42,427,437 | 42,360,326 | 42,388,762 | 42,266,295 |
Dilutive effect of: | ||||
Stock options (in shares) | 0 | 0 | 0 | 0 |
Performance and restricted shares (in shares) | 1,025,228 | 368,357 | 896,066 | 214,656 |
Preferred Stock (in shares) | 12,582,057 | 6,607,423 | 0 | 2,243,565 |
Shares used for determining diluted earnings per share of common stock (in shares) | 56,034,722 | 49,336,106 | 43,284,828 | 44,724,516 |
Basic earnings per share (in dollars per share) | $ 0.29 | $ 0.46 | $ 0.47 | $ 1.42 |
Diluted earnings per share (in dollars per share) | $ 0.28 | $ 0.44 | $ 0.46 | $ 1.38 |
Earnings Per Share of Common 43
Earnings Per Share of Common Stock - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2017 | Sep. 24, 2016 | Sep. 23, 2017 | Sep. 24, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share (in shares) | 384,046 | 427,886 | 12,971,516 | 509,006 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share (in shares) | 376,434 | 400,765 | 376,434 | 400,765 |
Restricted stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share (in shares) | 726 | 24,331 | 5,797 | 41,466 |
Performance shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share (in shares) | 6,886 | 2,790 | 7,228 | 66,775 |
Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share (in shares) | 0 | 0 | 12,582,057 | 0 |
Other Operating Expense, Net (D
Other Operating Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2017 | Sep. 24, 2016 | Sep. 23, 2017 | Sep. 24, 2016 | |
Other Income and Expenses [Abstract] | ||||
Loss on sale or disposal of property, plant and equipment | $ (6) | $ (133) | $ (653) | $ (624) |
Environmental reserve adjustment | (784) | (272) | (2,188) | (2,909) |
Insurance recoveries | 0 | 500 | 0 | 897 |
Miscellaneous (expense) income | (81) | 405 | (481) | 1,216 |
Total | $ (871) | $ 500 | $ (3,322) | $ (1,420) |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 23, 2017 | Sep. 24, 2016 | Sep. 23, 2017 | Sep. 24, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Effective rate | 33.00% | 34.40% | 37.60% | 35.20% |
Federal statutory rate | 35.00% | 35.00% | 35.00% | 35.00% |
Incentive Stock Plans - Narrati
Incentive Stock Plans - Narrative (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 23, 2017 | Sep. 24, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation cost | $ 6,489 | $ 4,981 |
Total number of performance shares adjusted (up or down) | 25.00% | |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 3 years | |
Performance shares | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Target payout percentage | 0.00% | |
Final payout range | 0.00% | |
Performance shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Target payout percentage | 200.00% | |
Final payout range | 250.00% |
Incentive Stock Plans - Schedul
Incentive Stock Plans - Schedule of Outstanding Awards (Details) | 9 Months Ended |
Sep. 23, 2017$ / sharesshares | |
Stock Options, Options | |
Beginning Balance (in shares) | shares | 399,012 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Exercised or settled (in shares) | shares | 0 |
Expired or cancelled (in shares) | shares | (22,578) |
Ending Balance (in shares) | shares | 376,434 |
Stock Options, Weighted Average Exercise Price | |
Beginning balance (in dollars per share) | $ / shares | $ 31.85 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Exercised or settled (in dollars per share) | $ / shares | 0 |
Expired or cancelled (in dollars per share) | $ / shares | 15.31 |
Ending balance (in dollars per share) | $ / shares | $ 27.72 |
Restricted stock | |
Awards Other than Options, Awards | |
Beginning Balance (in shares) | shares | 667,899 |
Granted (in shares) | shares | 284,979 |
Forfeited (in shares) | shares | (2,355) |
Exercised or settled (in shares) | shares | (100,600) |
Expired or cancelled (in shares) | shares | 0 |
Ending Balance (in shares) | shares | 849,923 |
Awards Other than Options, Weighted Average Grant Date Fair Value | |
Beginning balances (in dollars per share) | $ / shares | $ 11.97 |
Granted (in dollars per share) | $ / shares | 13.36 |
Forfeited (in dollars per share) | $ / shares | 9.87 |
Exercised or settled (in dollars per share) | $ / shares | 11.78 |
Expired or cancelled (in dollars per share) | $ / shares | 0 |
Ending balances (in dollars per share) | $ / shares | $ 12.46 |
Performance-Based Stock Units | |
Awards Other than Options, Awards | |
Beginning Balance (in shares) | shares | 718,891 |
Granted (in shares) | shares | 362,895 |
Forfeited (in shares) | shares | (1,101) |
Exercised or settled (in shares) | shares | 0 |
Expired or cancelled (in shares) | shares | 0 |
Ending Balance (in shares) | shares | 1,080,685 |
Awards Other than Options, Weighted Average Grant Date Fair Value | |
Beginning balances (in dollars per share) | $ / shares | $ 10.05 |
Granted (in dollars per share) | $ / shares | 14.60 |
Forfeited (in dollars per share) | $ / shares | 9.80 |
Exercised or settled (in dollars per share) | $ / shares | 0 |
Expired or cancelled (in dollars per share) | $ / shares | 0 |
Ending balances (in dollars per share) | $ / shares | $ 11.58 |
Performance-Based Restricted Stock | |
Awards Other than Options, Awards | |
Beginning Balance (in shares) | shares | 128,038 |
Granted (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Exercised or settled (in shares) | shares | 0 |
Expired or cancelled (in shares) | shares | (128,038) |
Ending Balance (in shares) | shares | 0 |
Awards Other than Options, Weighted Average Grant Date Fair Value | |
Beginning balances (in dollars per share) | $ / shares | $ 41.05 |
Granted (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Exercised or settled (in dollars per share) | $ / shares | 0 |
Expired or cancelled (in dollars per share) | $ / shares | 41.05 |
Ending balances (in dollars per share) | $ / shares | $ 0 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Thousands | Sep. 14, 2017 | Sep. 23, 2017 | Sep. 24, 2016 | Sep. 23, 2017 | Sep. 24, 2016 |
Components of Net Periodic Benefit Cost | |||||
Net Income | $ 15,672 | $ 21,567 | $ 29,887 | $ 61,800 | |
Pension | |||||
Components of Net Periodic Benefit Cost | |||||
Service cost | 1,184 | 1,306 | 3,552 | 3,919 | |
Interest cost | 3,318 | 3,979 | 9,954 | 11,937 | |
Expected return on plan assets | (5,548) | (5,830) | (16,645) | (17,490) | |
Amortization of prior service cost | 190 | 191 | 571 | 571 | |
Amortization of losses | 2,913 | 2,835 | 8,739 | 8,507 | |
Amortization of negative plan amendment | 0 | 0 | 0 | 0 | |
Total net periodic benefit cost | 2,057 | 2,481 | 6,171 | 7,444 | |
Voluntary contribution | $ 10,000 | ||||
Postretirement | |||||
Components of Net Periodic Benefit Cost | |||||
Service cost | 236 | 202 | 707 | 880 | |
Interest cost | 198 | 218 | 594 | 653 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | |
Amortization of prior service cost | 0 | 4 | 1 | 10 | |
Amortization of losses | 83 | 70 | 250 | 169 | |
Amortization of negative plan amendment | (38) | (39) | (115) | (115) | |
Total net periodic benefit cost | $ 479 | $ 455 | 1,437 | $ 1,597 | |
Change in Method Used to Determine Service and Interest Cost Components of Net Periodic Benefit Cost | |||||
Components of Net Periodic Benefit Cost | |||||
Net Income | $ 3,000 |
Contingencies Contingencies (De
Contingencies Contingencies (Details) | Jun. 30, 2017employee |
Commitments and Contingencies Disclosure [Abstract] | |
Number of hourly employees associated with expired contracts | 587 |
Guarantees (Details)
Guarantees (Details) $ in Thousands | Sep. 23, 2017USD ($) |
Guarantor Obligations [Line Items] | |
Maximum Potential Payment | $ 103,249 |
Carrying Amount of Liability | 62,266 |
Standby letters of credit | |
Guarantor Obligations [Line Items] | |
Maximum Potential Payment | 7,025 |
Carrying Amount of Liability | 3,264 |
Surety bonds | |
Guarantor Obligations [Line Items] | |
Maximum Potential Payment | 59,027 |
Carrying Amount of Liability | 59,002 |
LTF project | |
Guarantor Obligations [Line Items] | |
Maximum Potential Payment | 37,197 |
Carrying Amount of Liability | $ 0 |
Pending Acquisition - Narrative
Pending Acquisition - Narrative (Details) - Tembec Inc. shares in Millions | Jul. 23, 2017USD ($)shares | Aug. 17, 2017USD ($) | Jul. 23, 2017CAD / shares |
Business Acquisition [Line Items] | |||
Business combination, cash consideration per share (in CAD per share) | CAD / shares | CAD 4.75 | ||
Business combination, stock consideration per share (in shares) | 0.2542 | ||
Business combination, cash consideration as percentage of total consideration | 66.80% | ||
Business combination, stock consideration as percentage of total consideration | 33.20% | ||
Business acquisition, purchase price | $ 870,000,000 | ||
Business acquisition, debt assumed | $ 481,000,000 | ||
Number of shares issued related to acquisition (in shares) | shares | 8.4 | ||
Term Loan | |||
Business Acquisition [Line Items] | |||
Commitments to borrow to fund acquisition | $ 680,000,000 |
Pending Acquisition - Schedule
Pending Acquisition - Schedule of Derivatives (Details) CAD in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 23, 2017USD ($) | Sep. 24, 2016USD ($) | Sep. 23, 2017USD ($) | Sep. 24, 2016USD ($) | Sep. 23, 2017CAD | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD | |
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gains (Losses) for the periods | $ 14,087 | $ 0 | $ 16,149 | $ 0 | |||
Derivatives Not Designated as Hedging Instruments | Foreign currency collar | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Notional amount | CAD | CAD 300,000 | CAD 0 | |||||
Derivative Assets - fair value | 16,163 | 16,163 | $ 0 | ||||
Derivative Liabilities - fair value | (14) | (14) | 0 | ||||
Derivatives Not Designated as Hedging Instruments | Foreign currency collar | Other non-operating income | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Gains (Losses) for the periods | $ 0 | $ 0 | |||||
Derivatives Not Designated as Hedging Instruments | Foreign currency collar | Other current assets | |||||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||||
Derivative, total | $ 16,149 | $ 16,149 | $ 0 |