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Mergers and Divestitures | 12 Months Ended
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Dec. 31, 2020
Business Combinations [Abstract] |
Mergers and Divestitures | NOTE 2. MERGERS AND DIVESTITURES Merger with Deltic On February 20, 2018 (merger date), Deltic merged into a wholly owned subsidiary of Potlatch Corporation. 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 approximately $22.1 million of merger-related costs during the year ended December 31, 2018 consisting of:
| • | $12.2 million of merger-related costs for professional fees such as investment banker fees, legal, accounting and appraisal services; and
| • | $9.9 million of restructuring related costs primarily for termination benefits, which included $1.8 million of share-based payments associated with the acceleration of 35,000 replacement restricted stock units for qualifying terminations.
These costs are included in Deltic merger-related costs in our Consolidated Statements of Operations. The amount of revenue and income before taxes from the acquired Deltic operations included in our Consolidated Statement of Operations from February 21, 2018 through December 31, 2018 was $265.5 million and $21.6 million, respectively. The following summarizes unaudited pro forma information that presents combined amounts as if the merger occurred at the beginning of 2017:
| Year Ended December 31, |
(in thousands, except per share amounts) | 2018 |
Net sales | $ | 1,013,242 |
Net earnings attributable to PotlatchDeltic common shareholders | $ | 145,685 |
Basic earnings per share attributable to PotlatchDeltic common shareholders | $ | 2.16 |
Diluted earnings per share attributable to PotlatchDeltic common shareholders | $ | 2.15 |
Pro forma net earnings attributable to PotlatchDeltic common shareholders excludes $27.6 million of non-recurring merger-related costs incurred by both companies during the year ended December 31, 2018, of which $5.5 million were incurred by Deltic prior to the merger. Pro forma basic and diluted earnings per share assumes issuance of 22.0 million shares that were issued at the merger date and the issuance of 4.8 million shares for the Deltic earnings and profits special distribution as of the beginning of 2017. 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. Sale of Deltic MDF Facility In February 2019 we sold our Deltic Medium Density Fiberboard (MDF) facility to Roseburg Forest Products Co. for $92.0 million, consisting of $63.0 million in cash and assumption of $29.0 million of revenue bonds. The price was subject to post-closing adjustments for certain changes in working capital as defined in the purchase and sale agreement. The transaction resulted in a $9.2 million pre-tax gain on sale. Total cash proceeds received after working capital adjustments, closing costs and other expenses were approximately $59.8 million, of which $1.0 million was received in 2020 after satisfaction of certain covenants as outlined in the purchase and sale agreement. The sale of the MDF facility was not considered a strategic shift that had or will have a major effect on our operations or financial results and therefore did not meet the requirements for presentation as discontinued operations.

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- Definition The entire disclosure for business combinations, including leverage buyout transactions (as applicable), and divestitures. This may include a description of a business combination or divestiture (or series of individually immaterial business combinations or divestitures) completed during the period, including background, timing, and assets and liabilities recognized and reclassified or sold. This element does not include fixed asset sales and plant closings. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 205 -SubTopic 20 -URI http://asc.fasb.org/subtopic&trid=2122178 Reference 2: 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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