Stockholders' Equity (Deficit)

12 Months Ended

Dec. 31, 2016

Stockholders' Equity Note [Abstract]

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)

An analysis of stockholders’ (deficit) equity for each of the three years ended December 31 is shown below (share amounts not in thousands):

	Common Stock				Preferred Stock			Additional Paid in Capital			Retained Earnings (Accumulated Deficit)			Transfers (to) from Rayonier, net			Accumulated Other Comprehensive Loss			Total Stockholders’ (Deficit) Equity
	Shares		Par Value		Shares	Par Value
Balance, December 31, 2013	—		$	—	—	$	—	$	—		$	1,415,894		$	(407,894	)	$	(39,699	)	$	968,301
Net income	—		—		—	—		—			31,655			—			—			31,655
Net loss from pension and postretirement plans	—		—		—	—		—			—			—			(28,326		)	(28,326		)
Net transfers to Rayonier	—		—		—	—		—			—			(1,001,509		)	(35,419		)	(1,036,928		)
Reclassification to additional paid-in capital at distribution date	—		—		—	—		53,696			(1,463,099		)	1,409,403			—			—
Issuance of common stock at the Separation	42,176,565		422		—	—		(422		)	—			—			—			—
Issuance of common stock under incentive stock plans	440,364		4		—	—		645			—			—			—			649
Stock-based compensation	—		—		—	—		4,695			—			—			—			4,695
Excess tax benefit on stock-based compensation	—		—		—	—		266			—			—			—			266
Repurchase of common stock	(610	)	—		—	—		(92		)	—			—			—			(92		)
Adjustments to tax assets and liabilities associated with the Distribution	—		—		—	—		3,294			—			—			—			3,294
Common stock dividends ($0.14 per share)	—		—		—	—		—			(5,926		)	—			—			(5,926		)
Balance, December 31, 2014	42,616,319		$	426	—	—		$	62,082		$	(21,476	)	$	—		$	(103,444	)	$	(62,412	)
Net income	—		—		—	—		—			55,257			—			—			55,257
Net loss from pension and postretirement plans	—		—		—	—		—			—			—			(6,176		)	(6,176		)
Reclassification to additional paid-in capital	—		—		—	—		864			—			—			—			864
Issuance of common stock under incentive stock plans	258,176		3		—	—		5			—			—			—			8
Stock-based compensation	—		—		—	—		9,832			—			—			—			9,832
Excess tax deficit on stock-based compensation	—		—		—	—		(2,558		)	—			—			—			(2,558		)
Repurchase of common stock	(2,060	)	—		—	—		(12		)	—			—			—			(12		)
Common stock dividends ($0.28 per share)	—		—		—	—		—			(11,942		)	—			—			(11,942		)
Balance, December 31, 2015	42,872,435		$	429	—	—		$	70,213		$	21,839		$	—		$	(109,620	)	$	(17,139	)
Net income	—		—		—	—		—			73,286			—			—			73,286
Net loss from pension and postretirement plans	—		—		—	—		—			—			—			(460		)	(460		)
Issuance of preferred stock	—		—		1,725,000	17		166,592			—			—			—			166,609
Issuance of common stock under incentive stock plans	422,941		4		—	—		(4		)	—			—			—			—
Stock-based compensation	—		—		—	—		7,217			—			—			—			7,217
Excess tax deficit on stock-based compensation	—		—		—	—		(1,228		)	—			—			—			(1,228		)
Repurchase of common stock	(33,471	)	—		—	—		(388		)	—			—			—			(388		)
Common stock dividends ($0.28 per share)	—		—		—	—		—			(12,507		)	—			—			(12,507		)
Preferred stock dividends ($2.11 per share)	—		—		—	—		—			(3,641		)	—			—			(3,641		)
Balance, December 31, 2016	43,261,905		433		1,725,000	17		242,402			78,977			—			(110,080		)	211,749

Series A Mandatory Convertible Preferred Stock

On August 4, 2016, the Company completed a registered public offering of 1,725,000 shares of the Company’s 8.00% Series A Mandatory Convertible Preferred Stock (the “Preferred Stock”), at a public offering price of $100.00 per share. Net proceeds were $166.6 million after deducting underwriting discounts, commissions and expenses.

Each share of the Preferred Stock will automatically convert into shares of common stock, subject to anti-dilution and other adjustments, on the mandatory conversion date, which is expected to be August 15, 2019. The number of shares of common stock issuable on conversion will be determined based on the volume-weighted average price of the Company’s common stock over a 20 trading day period immediately prior to the mandatory conversion date (“Applicable Market Value”). If the Applicable Market Value for our common stock is greater than $15.17 or less than $12.91, the conversion rate per share of Preferred Stock will be 6.5923 or 7.7459, respectively. If the Applicable Market Value is between $15.17 and $12.91, the conversion rate per share of Preferred Stock will be between 6.5923 and 7.7459. Subject to certain restrictions, at any time prior to August 15, 2019, holders of the Preferred Stock may elect to convert all or a portion of their shares into common stock at the minimum conversion rate of 6.5923 shares of common stock per share of Preferred Stock, subject to adjustment.

Preferred Stock holders have no voting rights unless dividends on the Preferred Stock have not been declared and paid for six or more dividend periods. In those circumstances holders will be entitled to vote for the election of a total of two additional members of the Company’s board of directors.

Dividends on the Preferred Stock are payable on a cumulative basis if and when they are declared by our board of directors. If declared, dividends will be paid at an annual rate of 8.00% of the liquidation preference of $100 per share. Dividend payment dates are February 15, May 15, August 15 and November 15 of each year, commencing on November 15, 2016 and ending on August 15, 2019. Dividends may be paid in cash or, subject to certain limitations, in shares of common stock or any combination of cash and shares of common stock. The terms of the Preferred Stock provide that, unless full cumulative dividends have been paid or set aside for payment on all outstanding Preferred Stock for all prior dividend periods, no dividends may be declared or paid on common stock.

Net Parent Company Investment

The following provides a reconciliation of the amounts presented as “Net transfers to Rayonier” in the above table and the amounts presented as “Net payments to Rayonier” on the Consolidated Statements of Cash Flows for the year ended December 31, 2014. There were no net payments to/from Rayonier for the years ended December 31, 2016 and 2015.

	2014
Allocation of costs from Rayonier (a)	$	(35,279	)
Cash receipts received by Rayonier on Company’s behalf	472,780
Cash disbursements made by Rayonier on Company’s behalf	(484,318		)
Net distribution to Rayonier on Separation	(906,200		)
Net liabilities from transfer of assets and liabilities with Rayonier (b)	(83,911		)
Net transfers to Rayonier	(1,036,928		)
Non-cash adjustments:
Stock-based compensation	(3,562		)
Net liabilities from transfer of assets and liabilities with Rayonier (b)	83,911
Net payments to Rayonier per the Condensed Consolidated Statements of Cash Flows, prior to Separation	$	(956,579	)

(a) Included in the costs allocated to the Company from Rayonier are expense allocations for certain corporate functions historically performed by Rayonier and not allocated to its operating segments. See Note 2 — Related Party Transactions.

(b) As a result of the Separation, certain assets and liabilities were transferred to the Company that were not included in the historical financial statements for periods prior to the Separation. These non-cash capital contributions included:

• $73.9 million of disposed operations liabilities (See Note 14 - Liabilities for Disposed Operations for additional information)

• $73.8 million of employee benefit plan liabilities (See Note 16 - Employee Benefit Plans for additional information)

• $67.4 million of deferred tax assets (primarily associated with the liabilities above)

• $3.6 million of other liabilities, net