Merger with Deltic (Tables)

12 Months Ended

Dec. 31, 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 outstanding1		12,121,223
Number of Deltic performance awards2		90,515
		12,211,738
Exchange ratio3		1.80
Potlatch shares issued		21,981,128
Price per Potlatch common share4	$	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 RSUs5	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 Consolidated Statement of Income for February 21, 2018 through December 31, 2018 are as follows:

(Dollars in thousands)	Year Ended December 31, 2018
Net sales	$	265,252
Income before income taxes	$	21,638

Summary of Unaudited Pro Forma Information

The following summarizes unaudited pro forma information that presents combined amounts as if this merger occurred at the beginning of 2017:

	Year Ended December 31,
(Dollars in thousands, except per share amounts)	2018		2017
Net sales	$	1,013,242	$	920,860
Net earnings attributable to PotlatchDeltic common shareholders	$	145,685	$	77,732
Basic earnings per share attributable to PotlatchDeltic common Shareholders	$	2.16	$	1.15
Diluted earnings per share attributable to PotlatchDeltic common shareholders	$	2.15	$	1.15

Summary of Estimated Fair Value Measurements of Assets Acquired and Liabilities Assumed

The following table summarizes the estimated fair value measurements of assets acquired and liabilities assumed as of the merger date including measurement period adjustments identified:

(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		12,709		—			12,709
Inventories		17,316		—			17,316
Other current assets		8,276		(2,991	)		5,285
Real estate held for development and sale		79,000		4,000			83,000
Property, plant and equipment		265,901		(5,132	)		260,769
Timber and timberlands		1,060,000		(4,255	)		1,055,745
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		(96	)		1,467,535
LIABILITIES
Accounts payable and accrued liabilities		12,604		11			12,615
Long-term debt		229,968		144			230,112
Pension and other postretirement employee benefits		36,909		—			36,909
Deferred tax liabilities, net		44,439		(251	)		44,188
Other long-term liabilities		936		—			936
Total liabilities assumed		324,856		(96	)		324,760
Net assets acquired	$	1,142,775	$	—		$	1,142,775