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Merger with Deltic | 9 Months Ended
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Sep. 30, 2019
Business Combinations [Abstract] |
Merger with Deltic | NOTE 3. MERGER WITH DELTIC On February 20, 2018 Deltic Timber Corporation (Deltic) merged with a wholly owned subsidiary of PotlatchDeltic. Deltic owned approximately 530,000 acres of timberland, operated two sawmills, a medium density fiberboard facility (MDF) and was engaged in real estate development primarily in Arkansas. The acquisition of total assets of $1.4 billion was a noncash investing and financing activity comprised of $1.1 billion in equity consideration transferred to Deltic shareholders and $0.3 billion of liabilities assumed. We expensed $1.0 million and $21.2 million of merger-related costs during the three and nine months ended September 30, 2018, respectively. Total merger-related costs consisted of:
| • | $11.5 million of merger-related costs for professional fees such as investment banker fees, legal, accounting and appraisal services; and
| • | $9.7 million of restructuring costs primarily for termination benefits, which included accelerated share-based payment costs, for qualifying terminations.
These costs are included in Deltic merger-related costs in our Condensed Consolidated Statements of Income. The amount of revenue and income before income taxes from the acquired Deltic operations included in our Condensed Consolidated Statements of Income from February 21, 2018 to September 30, 2018 were as follows:
(in thousands, except per share amounts) |  | 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 |
The following presents the unaudited pro forma consolidated financial information of the company as if the merger with Deltic was completed on January 1, 2017:
(in thousands, except per share amounts) |  | Three Months Ended, September 30, 2018 |  |  | Nine Months Ended, September 30, 2018 |
Net sales |  | $ | 289,199 |  |  | $ | 795,992 |
Net earnings attributable to PotlatchDeltic common shareholders |  | $ | 61,327 |  |  | $ | 142,314 |
Basic earnings per share attributable to PotlatchDeltic common shareholders |  | $ | 0.91 |  |  | $ | 2.13 |
Diluted earnings per share attributable to PotlatchDeltic common shareholders |  | $ | 0.91 |  |  | $ | 2.12 |
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, of which $5.4 million were incurred by Deltic prior to the merger. Pro forma data may not be indicative of the results that would have been obtained had these events occurred at the beginning of the periods presented, nor is it intended to be a projection of future results.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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