DEBT (Tables)

9 Months Ended

Sep. 30, 2020

Debt Disclosure [Abstract]

Schedule of Long-Term Debt Instruments

Our debt consisted of the following at September 30, 2020:

	September 30, 2020
Debt, excluding Timber Funds:
Term Credit Agreement borrowings due 2028 at a variable interest rate of 1.8% at September 30, 2020 (a)	$350,000
Senior Notes due 2022 at a fixed interest rate of 3.75%	325,000
Incremental Term Loan Agreement borrowings due 2026 at a variable interest rate of 2.1% at September 30, 2020 (b)	300,000
2020 Incremental Term Loan Facility borrowings due 2025 at a variable interest rate of 2.0% at September 30, 2020 (c)	250,000
Revolving Credit Facility borrowings due 2025 at an average variable interest rate of 1.7% at September 30, 2020	20,000
New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed interest rate of 2.95%	22,735
Northwest Farm Credit Services Credit Facility with quarterly interest-only payments, collateralized by Core Timberlands, with the following tranches (d)
Due 2025 at a fixed interest rate of 6.1%	11,690
Due 2028 at a fixed interest rate of 4.1%	12,052
Due 2033 at a fixed interest rate of 5.3%	19,497
Due 2036 at a fixed interest rate of 5.4%	9,898
Total debt, excluding Timber Funds	1,320,872
Less: Deferred financing costs, excluding Timber Funds	(2,667)
Long-term debt, net of deferred financing costs, excluding Timber Funds	1,318,205
Debt, Timber Funds:
Fund II Mortgages Payable, collateralized by Fund II timberlands with quarterly interest payments, as follows: (d)
Due 2022 at a fixed interest rate of 2.0% (e)	11,000
Due 2022 at a fixed interest rate of 2.0% (e)	14,000
Fund III Mortgages Payable, collateralized by Fund III timberlands with quarterly interest payments, as follows (d):
Due 2023 at a fixed interest rate of 5.1%	19,695
Due 2024 at a fixed interest rate of 4.5%	15,708
Total debt, Timber Funds	60,403
Less: Deferred financing costs, Timber Funds	(12)
Long-term debt, net of deferred financing costs, Timber Funds	60,391
Long-term debt, net of deferred financing costs	$1,378,596

(a)    As of September 30, 2020, the periodic interest rate on the term credit agreement (the “Term Credit Agreement”) was LIBOR plus 1.600%. We estimate the effective fixed interest rate on the term loan facility to be approximately 3.2% after consideration of interest rate swaps and estimated patronage refunds.

(b)    As of September 30, 2020, the periodic interest rate on the incremental term loan (the “Incremental Term Loan Agreement”) was LIBOR plus 1.900%. We estimate the effective fixed interest rate on the incremental term loan facility to be approximately 2.8% after consideration of interest rate swaps and estimated patronage refunds.

(c)    As of September 30, 2020, the periodic interest rate on the 2020 incremental term loan (the “2020 Incremental Term Loan Facility”) was LIBOR plus 1.850%. We estimate the effective fixed interest rate on the incremental term loan facility to be approximately 2.3% after consideration of interest rate swaps and estimated patronage refunds.

(d)    See the section below labeled “Long-Term Debt Assumed in the Pope Resources Merger” for additional details.

(e)    Beginning January 1, 2021, this will transition from a fixed to a variable interest rate of 3-month LIBOR plus 1.700%.

Schedule of Maturities of Long-Term Debt

Principal payments due during the next five years and thereafter are as follows:

	Excluding Timber Funds	Timber Funds	Total
2020	—	—	—
2021	—	—	—
2022	325,000	25,000	350,000
2023	—	17,980	17,980
2024	—	14,400	14,400
Thereafter	987,735	—	987,735
Total Debt	$1,312,735	$57,380	$1,370,115

Schedule of Credit Facilities

The pertinent details of each tranche of the NWFCS Credit Facility we assumed are as follows:

Tranche	Stated Fixed Interest Rate		Effective Fixed Interest Rate (a)		Stated Principal Amount	Est. Fair Value at Merger Date (b)
Tranche 2 (Due 2025)	6.1	%	4.8	%	$10,000	$11,838
Tranche 4 (Due 2028)	4.1	%	3.1	%	11,000	12,108
Tranches 6 & 7 (Due 2033)	5.3	%	4.2	%	16,000	19,609
Tranche 8 (Due 2036)	5.4	%	4.3	%	8,000	9,947
Total NWFCS Credit Facility assumed					$45,000	$53,502

(a)Estimated effective fixed interest rates as of September 30, 2020 after consideration of estimated patronage refunds.

(b)The fair market value premium will be amortized as a benefit to interest expense over the maturity term of each tranche.

Schedule of Mortgages Payable

The pertinent details of the Fund II Mortgages Payable are as follows:

Maturity Date	Stated Fixed Interest Rate (a)		Stated Principal Amount	Est. Fair Value at Merger Date (b)
September 2022	2.0	%	$11,000	$11,061
September 2022	2.0	%	14,000	14,023
			$25,000	$25,084

(a)Beginning January 1, 2021, this will transition from a fixed to a variable interest rate of 3-month LIBOR plus 1.700%.

(b)The fair market value premium has been amortized as a benefit to interest expense over the original maturity term of each mortgage.

The pertinent details of the Fund III Mortgages Payable are as follows:

Maturity Date	Stated Fixed Interest Rate		Effective Fixed Interest Rate (a)		Stated Principal Amount	Est. Fair Value at Merger Date (b)
December 2023	5.1	%	3.9	%	$17,980	$19,915
October 2024	4.5	%	3.2	%	14,400	15,844
					$32,380	$35,759

(a)Estimated effective fixed interest rates as of September 30, 2020 after consideration of estimated patronage refunds.

(b)The fair market value premium will be amortized as a benefit to interest expense over the maturity term of each mortgage.

Schedule of Debt Covenants

The covenants listed below, which are the most significant financial covenants in effect as of September 30, 2020, are calculated on a trailing 12-month basis:

	Covenant Requirement		Actual Ratio		Favorable
Covenant EBITDA to consolidated interest expense should not be less than	2.5 to 1		9.42 to 1		6.92
Covenant debt to covenant net worth plus covenant debt shall not exceed	65	%	48	%	17	%

The covenants listed below, which are the most significant financial covenants in effect as of September 30, 2020, are calculated on a trailing 12-month basis:

	Covenant Requirement		Actual Ratio		Favorable
Covenant loan-to-appraised value shall not exceed	50%		11%		39	%
Covenant EBITDA to consolidated interest expense should not be less than	2.5 to 1		9.42 to 1		6.92
Covenant debt to covenant net worth plus covenant debt shall not exceed	65	%	48	%	17	%