Document and Entity Information
Document and Entity Information Document - shares | 9 Months Ended | |
Sep. 24, 2016 | Oct. 27, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | RAYONIER ADVANCED MATERIALS INC. | |
Trading Symbol | RYAM | |
Entity Central Index Key | 1,597,672 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 24, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 43,267,707 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Income Statement [Abstract] | ||||
Net Sales | $ 206,540 | $ 257,590 | $ 637,858 | $ 699,830 |
Cost of Sales | 155,997 | 187,421 | 498,272 | 547,768 |
Gross Margin | 50,543 | 70,169 | 139,586 | 152,062 |
Selling, general and administrative expenses | 9,606 | 11,596 | 26,240 | 33,663 |
Other operating (income) expense, net (Note 9) | (500) | 611 | 1,420 | 27,906 |
Operating Income | 41,437 | 57,962 | 111,926 | 90,493 |
Interest expense | 8,727 | 8,962 | 25,665 | 27,584 |
Interest income and miscellaneous expense, net | (180) | (56) | (296) | (133) |
Gain on debt extinguishment | 0 | 0 | 8,844 | 0 |
Income Before Income Taxes | 32,890 | 49,056 | 95,401 | 63,042 |
Income tax expense (Note 10) | 11,323 | 16,765 | 33,601 | 20,543 |
Net Income | $ 21,567 | $ 32,291 | $ 61,800 | $ 42,499 |
Earnings Per Share of Common Stock (Note 8) | ||||
Basic earnings per share (in dollars per share) | $ 0.46 | $ 0.77 | $ 1.42 | $ 1.01 |
Diluted earnings per share (in dollars per share) | 0.44 | 0.76 | 1.38 | 1 |
Dividends Declared Per Common Share (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.21 | $ 0.21 |
Comprehensive Income: | ||||
Net Income | $ 21,567 | $ 32,291 | $ 61,800 | $ 42,499 |
Other Comprehensive Income (Note 6) | ||||
Amortization of pension and postretirement plans, net of income tax expense of ($1,088), ($1,323), ($3,261), and ($3,970) | 1,974 | 2,352 | 5,881 | 7,057 |
Total other comprehensive income | 1,974 | 2,352 | 5,881 | 7,057 |
Comprehensive Income | $ 23,541 | $ 34,643 | $ 67,681 | $ 49,556 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Income Statement [Abstract] | ||||
Amortization of pension and postretirement plans, net of income tax expense of ($1,088), ($1,323), ($3,261), and ($3,970) | $ (1,088) | $ (1,323) | $ (3,261) | $ (3,970) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 24, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 319,666 | $ 101,303 |
Accounts receivable, less allowance for doubtful accounts of $151 and $151 | 44,127 | 68,892 |
Inventory (Note 2) | 120,147 | 125,409 |
Income tax receivable | 6,648 | 1,355 |
Prepaid and other current assets | 39,121 | 30,794 |
Total current assets | 529,709 | 327,753 |
Property, Plant and Equipment, Gross | 2,055,839 | 2,026,807 |
Less — Accumulated Depreciation | (1,256,011) | (1,222,969) |
Property, Plant and Equipment, Net | 799,828 | 803,838 |
Deferred Tax Assets | 57,581 | 97,420 |
Other Assets | 48,085 | 49,601 |
Total Assets | 1,435,203 | 1,278,612 |
Current Liabilities | ||
Accounts payable | 50,492 | 44,992 |
Accrued customer incentives and prepayments | 35,071 | 34,685 |
Accrued payroll and benefits | 18,295 | 20,743 |
Current maturities of long-term debt (Note 3) | 7,962 | 7,938 |
Accrued income and other taxes | 4,764 | 5 |
Accrued interest | 9,998 | 2,673 |
Dividends payable | 2,964 | 0 |
Other current liabilities | 8,071 | 8,374 |
Current liabilities for disposed operations (Note 5) | 11,397 | 12,034 |
Total current liabilities | 149,014 | 131,444 |
Long-Term Debt (Note 3) | 775,491 | 850,116 |
Non-Current Liabilities for Disposed Operations (Note 5) | 140,803 | 145,350 |
Pension and Other Postretirement Benefits | 150,127 | 162,084 |
Other Non-Current Liabilities | 7,905 | 6,757 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, 10,000,000 shares authorized at $0.01 par value, 1,725,000 and 0 issued and outstanding as of September 24, 2016 and December 31, 2015, respectively | 17 | 0 |
Common stock, 140,000,000 shares authorized at $0.01 par value, 43,271,515 and 42,872,435 issued and outstanding, as of September 24, 2016 and December 31, 2015, respectively | 433 | 429 |
Additional paid-in capital | 240,761 | 70,213 |
Retained earnings | 74,391 | 21,839 |
Accumulated other comprehensive loss | (103,739) | (109,620) |
Total Stockholders’ Equity (Deficit) | 211,863 | (17,139) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 1,435,203 | $ 1,278,612 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 24, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 151 | $ 151 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares issued (shares) | 1,725,000 | 0 |
Preferred stock, shares outstanding (shares) | 1,725,000 | 0 |
Common stock, shares authorized (shares) | 140,000,000 | 140,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares issued (shares) | 43,271,515 | 42,872,435 |
Common stock, shares outstanding (shares) | 43,271,515 | 42,872,435 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2016 | Sep. 26, 2015 | |
Operating Activities | ||
Net Income | $ 61,800 | $ 42,499 |
Adjustments to reconcile net income to cash provided by operating activities: | ||
Depreciation and amortization | 64,033 | 65,393 |
Stock-based incentive compensation expense | 4,981 | 7,293 |
Amortization of capitalized debt costs and debt discount | 1,435 | 1,663 |
Deferred income taxes | 35,944 | (14,772) |
Increase in liabilities for disposed operations | 2,909 | 49 |
Impairment charge | 0 | 28,462 |
Gain on debt extinguishment | (8,844) | 0 |
Amortization of losses and prior service costs from pension and postretirement plans | 9,142 | 11,027 |
Loss from sale/disposal of property, plant and equipment | 624 | 1,101 |
Other | (3,430) | 157 |
Changes in operating assets and liabilities: | ||
Receivables | 24,765 | 5,435 |
Inventories | 5,262 | 17,884 |
Accounts payable | 5,061 | (11,559) |
Accrued liabilities | 9,348 | 10,253 |
Contributions to pension and other postretirement benefit plans | (11,856) | (2,391) |
All other operating activities | (11,881) | (6,074) |
Expenditures for disposed operations | (8,093) | (4,386) |
Cash Provided by Operating Activities | 181,200 | 152,034 |
Investing Activities | ||
Capital expenditures | (58,458) | (59,657) |
Other | 2,143 | 0 |
Cash Used for Investing Activities | (56,315) | (59,657) |
Financing Activities | ||
Issuance of mandatory convertible preferred stock | 166,609 | 0 |
Repayment/repurchase of debt | (66,831) | (52,100) |
Dividends paid | (5,913) | (5,907) |
Other | (387) | 8 |
Cash Provided by (Used for) Financing Activities | 93,478 | (57,999) |
Cash and Cash Equivalents | ||
Change in cash and cash equivalents | 218,363 | 34,378 |
Balance, beginning of year | 101,303 | 65,977 |
Balance, end of period | 319,666 | 100,355 |
Cash paid during the period: | ||
Interest | 19,036 | 21,008 |
Income taxes | 2,758 | 24,136 |
Non-cash investing and financing activities: | ||
Capital assets purchased on account | $ 17,159 | $ 11,729 |
BASIS OF PRESENTATION AND NEW A
BASIS OF PRESENTATION AND NEW ACCOUNTING PRONOUNCEMENTS | 9 Months Ended |
Sep. 24, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and New Accounting Pronouncements | Basis of Presentation and New Accounting Pronouncements Basis of Presentation The unaudited condensed consolidated financial statements and notes thereto of Rayonier Advanced Materials Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements and notes reflect all adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 , as filed with the SEC. New or Recently Adopted Accounting Pronouncements In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. The update was issued to reduce diversity in practice regarding the presentation of eight specific types of cash receipts and cash payments in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The update is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation. The update simplifies several areas of accounting for share based payments. The guidance also includes the acceptable or required transition methods for each of the various amendments included in the new standard. It is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The update is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires entities to recognize assets and liabilities arising from finance and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows. It is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs . The update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. It is effective for fiscal years beginning after December 15, 2015 with early adoption permitted. The Company adopted as of March 26, 2016. The effect of this accounting change on prior periods was a reclassification of debt issuance costs as of December 31, 2015 of $9.6 million and $0.3 million to “Long-term debt” from “Other assets” and “Prepaid and other current assets,” respectively. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , a comprehensive new revenue recognition standard. This standard will supersede virtually all current revenue recognition guidance. The core principle is that a company will recognize revenue when it transfers goods or services to customers for an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. Subsequently, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations, ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing and ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. These standards provided guidance on subjects identified as potential implementation issues and will be effective for the Company’s first quarter 2018 Form 10-Q filing. The Company is evaluating the impact of these ASU’s on its consolidated financial statements. Subsequent Events Events and transactions subsequent to the balance sheet date have been evaluated for potential recognition and disclosure through November 1, 2016 , the date these financial statements were available to be issued. Two subsequent events warranting disclosure were identified. On October 21, 2016, our board of directors declared a cash dividend of $2.11 per share of our mandatory convertible preferred stock for the period from and including August 10, 2016 through November 14, 2016, which will be paid on November 15, 2016 to mandatory convertible preferred stockholders of record as of November 1, 2016. The board of directors also declared a fourth quarter 2016 cash dividend of $0.07 per share of common stock. The common stock dividend is payable on December 30, 2016 to common stockholders of record on December 16, 2016. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 24, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory As of September 24, 2016 and December 31, 2015 , the Company’s inventory included the following: September 24, 2016 December 31, 2015 Finished goods $ 100,251 $ 103,866 Work-in-progress 2,524 2,344 Raw materials 14,632 16,593 Manufacturing and maintenance supplies 2,740 2,606 Total inventory $ 120,147 $ 125,409 |
DEBT
DEBT | 9 Months Ended |
Sep. 24, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of September 24, 2016 and December 31, 2015 , the Company’s debt consisted of the following: September 24, 2016 December 31, 2015 Revolving Credit Facility of $250 million, $236 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at September 24, 2016 $ — $ — Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.5%, interest rate of 2.02% at September 24, 2016 33,200 55,950 Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 1.60% at September 24, 2016 252,750 262,750 Senior Notes due 2024 at a fixed interest rate of 5.50% 506,412 550,000 Total principal payments due 792,362 868,700 Less: original issue discount and debt issuance costs (8,909 ) (10,646 ) Total debt 783,453 858,054 Less: Current maturities of long-term debt (7,962 ) (7,938 ) Long-term debt $ 775,491 $ 850,116 During the first nine months of 2016 , the Company made $32.7 million in principal repayments on the term loan facilities. During the first quarter of 2016 , the Company repurchased in the open market $43.6 million of its Senior Notes due 2024 and retired them for $34.1 million plus accrued and unpaid interest. In connection with the retirement of these Senior Notes, the Company recorded a gain in other income of approximately $8.8 million , which includes the write-off of $0.7 million of unamortized debt issuance costs in the first quarter of 2016. Principal payments due during the next five years and thereafter are as follows: Remaining 2016 $ 4,200 2017 9,775 2018 11,150 2019 18,225 2020 2,900 Thereafter 746,112 Total principal payments $ 792,362 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 9 Months Ended |
Sep. 24, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the carrying amount, estimated fair values and categorization under the fair value hierarchy for financial instruments held by the Company at September 24, 2016 and December 31, 2015 , using market information and what management believes to be appropriate valuation methodologies: September 24, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) Level 1 Level 2 Level 1 Level 2 Cash and cash equivalents $ 319,666 $ 319,666 $ — $ 101,303 $ 101,303 $ — Current maturities of long-term debt (7,962 ) — (8,400 ) (7,938 ) — (8,400 ) Fixed-rate long-term debt (499,211 ) — (464,633 ) (541,423 ) — (435,171 ) Variable-rate long-term debt (276,280 ) — (277,550 ) (308,693 ) — (310,300 ) The Company uses the following methods and assumptions in estimating the fair value of its financial instruments: Cash and cash equivalents — The carrying amount is equal to fair market value. Debt — The fair value of fixed-rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable-rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value. |
LIABILITIES FOR DISPOSED OPERAT
LIABILITIES FOR DISPOSED OPERATIONS | 9 Months Ended |
Sep. 24, 2016 | |
Environmental Remediation Obligations [Abstract] | |
Liabilities for Disposed Operations | Liabilities for Disposed Operations An analysis of the liabilities for disposed operations for the nine months ended September 24, 2016 is as follows: Balance, December 31, 2015 $ 157,384 Expenditures charged to liabilities (8,093 ) Increase to liabilities 2,909 Balance, September 24, 2016 152,200 Less: Current portion (11,397 ) Non-current portion $ 140,803 In addition to the estimated liabilities, the Company is subject to the risk of reasonably possible additional liabilities in excess of the established reserves due to potential changes in circumstances and future events, including, without limitation, changes to current laws and regulations; changes in governmental agency personnel, direction, philosophy and/or enforcement policies; developments in remediation technologies; increases in the cost of remediation, operation, maintenance and monitoring of its disposed operations sites; changes in the volume, nature or extent of contamination to be remediated or monitoring to be undertaken; the outcome of negotiations with governmental agencies and non-governmental parties; and changes in accounting rules or interpretations. Based on information available as of September 24, 2016 , the Company estimates this exposure could range up to approximately $64 million , although no assurances can be given that this amount will not be exceeded given the factors described above. These potential additional costs are attributable to several sites and other applicable liabilities. Further, this estimate excludes reasonably possible liabilities which are not currently estimable primarily due to the factors discussed above. Subject to the previous paragraph, the Company believes established liabilities are sufficient for probable costs expected to be incurred over the next 20 years with respect to its disposed operations. However, no assurances are given they will be sufficient for the reasons described above, and additional liabilities could have a material adverse effect on the Company’s financial position, results of operations and cash flows. |
ACCUMULATED OTHER COMPREHENSIVE
ACCUMULATED OTHER COMPREHENSIVE LOSS | 9 Months Ended |
Sep. 24, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated Other Comprehensive Loss was comprised of the following: Nine Months Ended Unrecognized components of employee benefit plans, net of tax September 24, 2016 September 26, 2015 Balance, beginning of period $ (109,620 ) $ (103,444 ) Defined benefit pension and post-retirement plans (a) Amortization of losses 8,676 10,582 Amortization of prior service costs 581 576 Amortization of negative plan amendment (115 ) (131 ) Tax benefit (3,261 ) (3,970 ) Total reclassifications for the period, net of tax 5,881 7,057 Balance, end of period $ (103,739 ) $ (96,387 ) (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 — Employee Benefit Plans for additional information. |
PREFERRED STOCK
PREFERRED STOCK | 9 Months Ended |
Sep. 24, 2016 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock 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 Preferred Stock 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. |
EARNINGS PER SHARE OF COMMON ST
EARNINGS PER SHARE OF COMMON STOCK | 9 Months Ended |
Sep. 24, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share of Common Stock | Earnings Per Share of Common Stock The following table provides details of the calculations of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Net income $ 21,567 $ 32,291 $ 61,800 $ 42,499 Less: Preferred Stock dividends 1,706 — 1,706 — Net income available for common stockholders $ 19,861 $ 32,291 $ 60,094 $ 42,499 Shares used for determining basic earnings per share of common stock 42,360,326 42,199,659 42,266,295 42,192,956 Dilutive effect of: Stock options — — — — Performance and restricted shares 368,357 121,363 214,656 120,379 Preferred Stock 6,607,423 — 2,243,565 — Shares used for determining diluted earnings per share of common stock 49,336,106 42,321,022 44,724,516 42,313,335 Basic earnings per share (not in thousands) $ 0.46 $ 0.77 $ 1.42 $ 1.01 Diluted earnings per share (not in thousands) $ 0.44 $ 0.76 $ 1.38 $ 1.00 Anti-dilutive shares excluded from the computation of diluted earnings per share: Three Months Ended Nine Months Ended September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Stock options 400,765 550,747 400,765 463,123 Restricted stock 24,331 235,806 41,466 222,376 Performance shares 2,790 142,627 66,775 142,322 Preferred Stock — — — — Total 427,886 929,180 509,006 827,821 |
OTHER OPERATING EXPENSE, NET
OTHER OPERATING EXPENSE, NET | 9 Months Ended |
Sep. 24, 2016 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | Other Operating Expense, Net Other operating expense, net was comprised of the following: Three Months Ended Nine Months Ended September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Non-cash impairment charge $ — $ — $ — $ 28,462 Loss (gain) on sale or disposal of property, plant and equipment 133 454 624 734 One-time separation and legal costs — — — (802 ) Environmental reserve adjustment 272 — 2,909 — Insurance recoveries (500 ) — (897 ) (1,000 ) Miscellaneous expense (income) (405 ) 157 (1,216 ) 512 Total $ (500 ) $ 611 $ 1,420 $ 27,906 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 24, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s effective tax rate for the third quarter 2016 was 34.4 percent compared to 34.2 percent for the third quarter 2015 . The effective tax rate for the nine months ended September 24, 2016 was 35.2 percent compared to 32.6 percent for the corresponding 2015 period. The effective tax rate, for both the quarter and year-to-date periods, differs from the federal statutory rate of 35 percent primarily due to the domestic manufacturing tax deduction, state taxes and nondeductible expenses. The prior year periods were also unfavorably impacted by an adjustment for state deferred tax rates as a result of a change in a state apportionment factor. The impact of the manufacturing deduction on the effective tax rate is greater in periods that include expenses that reduce pre-tax income but are not currently deductible for income tax purposes. It is lower in periods that include expenses that reduce taxable income but do not currently reduce pre-tax income. |
INCENTIVE STOCK PLANS
INCENTIVE STOCK PLANS | 9 Months Ended |
Sep. 24, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Incentive Stock Plans | Incentive Stock Plans The Company’s total stock based compensation cost, for the nine months ended September 24, 2016 and September 26, 2015 was $5.0 million and $7.3 million , respectively. The Company also made new grants of restricted and performance shares to certain employees during the first quarter of 2016. The 2016 restricted share awards vest over three or four years, depending on the specifics of the grant. The 2016 performance share awards are measured against an internal return on invested capital target and, depending on performance against the target, the awards will pay out between 0 and 200 percent of target. The total number of performance shares earned will be adjusted up or down 25 percent , for certain participants, based on stock price performance relative to a peer group over the term of the plan, which would result in a final payout range of 0 to 250 percent of target. The following table summarizes the activity on the Company’s incentive stock awards for the nine months ended September 24, 2016 : Stock Options Restricted Stock Performance-Based Stock Units Performance-Based Restricted Stock Options Weighted Average Exercise Price Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 441,615 $ 31.67 384,383 $ 28.41 211,460 $ 17.51 141,698 $ 40.76 Granted — — 598,219 8.03 610,100 7.79 — — Forfeited (1,497 ) 36.55 (139,424 ) 12.20 (96,200 ) 9.75 (13,181 ) 38.03 Exercised or settled — — (166,368 ) 35.49 — — — — Expired or cancelled (39,353 ) 29.34 — — — — — — Outstanding at September 24, 2016 400,765 $ 31.88 676,810 $ 11.96 725,360 $ 10.05 128,517 $ 41.04 |
EMPLOYEE BENEFIT PLANS
EMPLOYEE BENEFIT PLANS | 9 Months Ended |
Sep. 24, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has a qualified non-contributory defined benefit pension plan covering a significant majority of its employees and an unfunded plan that provides benefits in excess of amounts allowable in the qualified plans under current tax law. Both the qualified plan and the unfunded excess plan are closed to new participants. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change. The net pension and postretirement benefit costs that have been recorded are shown in the following tables: Pension Postretirement Three Months Ended Three Months Ended Components of Net Periodic Benefit Cost September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Service cost $ 1,306 $ 1,494 $ 202 $ 251 Interest cost 3,979 3,807 218 230 Expected return on plan assets (5,830 ) (5,809 ) — — Amortization of prior service cost 191 188 4 4 Amortization of losses 2,835 3,358 70 169 Amortization of negative plan amendment — — (39 ) (44 ) Total net periodic benefit cost $ 2,481 $ 3,038 $ 455 $ 610 Pension Postretirement Nine Months Ended Nine Months Ended Components of Net Periodic Benefit Cost September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Service cost $ 3,919 $ 4,482 $ 880 $ 754 Interest cost 11,937 11,421 653 689 Expected return on plan assets (17,490 ) (17,426 ) — — Amortization of prior service cost 571 563 10 13 Amortization of losses 8,507 10,075 169 507 Amortization of negative plan amendment — — (115 ) (131 ) Total net periodic benefit cost $ 7,444 $ 9,115 $ 1,597 $ 1,832 On July 27, 2016, the Company made a voluntary contribution of $10 million to its pension plan. The Company does not have any mandatory pension contribution requirements in 2016 . |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 24, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies The Company is engaged in various legal and regulatory actions and proceedings, and has been named as a defendant in various litigation arising in the ordinary course of its business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, the Company has in certain cases retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance and general liability. While there can be no assurance, the ultimate outcome of these proceedings, either individually or in the aggregate, is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
GUARANTEES
GUARANTEES | 9 Months Ended |
Sep. 24, 2016 | |
Guarantees [Abstract] | |
Guarantees | Guarantees The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of September 24, 2016 , the following financial guarantees were outstanding: Financial Commitments Maximum Potential Payment Standby letters of credit (a) $ 14,216 Surety bonds (b) 56,201 Total financial commitments $ 70,417 (a) The letters of credit primarily provide credit support for surety bonds issued to comply with financial assurance requirements relating to environmental remediation of disposed sites. The letters of credit will expire during 2016 and will be renewed as required. (b) The Company purchases surety bonds primarily to comply with financial assurance requirements relating to environmental remediation and post closure care and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire at various dates between 2016 and 2019. They are expected to be renewed annually as required. |
BASIS OF PRESENTATION AND NEW21
BASIS OF PRESENTATION AND NEW ACCOUNTING PRONOUNCEMENTS (Policies) | 9 Months Ended |
Sep. 24, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The unaudited condensed consolidated financial statements and notes thereto of Rayonier Advanced Materials Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, these financial statements and notes reflect all adjustments (all of which are normal recurring adjustments) necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 , as filed with the SEC. |
New or Recently Adopted Accounting Pronouncements | In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments. The update was issued to reduce diversity in practice regarding the presentation of eight specific types of cash receipts and cash payments in the statement of cash flows. The update is effective for fiscal years beginning after December 15, 2017. Early adoption is permitted. The update is not expected to have a material impact on the Company’s consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-09, Compensation - Stock Compensation. The update simplifies several areas of accounting for share based payments. The guidance also includes the acceptable or required transition methods for each of the various amendments included in the new standard. It is effective for fiscal years beginning after December 15, 2016. Early adoption is permitted. The update is not expected to have a material impact on the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases. The update requires entities to recognize assets and liabilities arising from finance and operating leases and to classify those finance and operating lease payments in the financing or operating sections, respectively, of the statement of cash flows. It is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. The Company is evaluating the impact of this standard on its consolidated financial statements. In April 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs . The update requires debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of the debt liability. It is effective for fiscal years beginning after December 15, 2015 with early adoption permitted. The Company adopted as of March 26, 2016. The effect of this accounting change on prior periods was a reclassification of debt issuance costs as of December 31, 2015 of $9.6 million and $0.3 million to “Long-term debt” from “Other assets” and “Prepaid and other current assets,” respectively. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , a comprehensive new revenue recognition standard. This standard will supersede virtually all current revenue recognition guidance. The core principle is that a company will recognize revenue when it transfers goods or services to customers for an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. Subsequently, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers: Principal versus Agent Considerations, ASU No. 2016-10, Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing and ASU No. 2016-12, Revenue from Contracts with Customers: Narrow-Scope Improvements and Practical Expedients. These standards provided guidance on subjects identified as potential implementation issues and will be effective for the Company’s first quarter 2018 Form 10-Q filing. The Company is evaluating the impact of these ASU’s on its consolidated financial statements. |
Fair Value Measurements | The Company uses the following methods and assumptions in estimating the fair value of its financial instruments: Cash and cash equivalents — The carrying amount is equal to fair market value. Debt — The fair value of fixed-rate debt is based upon quoted market prices for debt with similar terms and maturities. The variable-rate debt adjusts with changes in the market rate, therefore the carrying value approximates fair value. |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of September 24, 2016 and December 31, 2015 , the Company’s inventory included the following: September 24, 2016 December 31, 2015 Finished goods $ 100,251 $ 103,866 Work-in-progress 2,524 2,344 Raw materials 14,632 16,593 Manufacturing and maintenance supplies 2,740 2,606 Total inventory $ 120,147 $ 125,409 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | As of September 24, 2016 and December 31, 2015 , the Company’s debt consisted of the following: September 24, 2016 December 31, 2015 Revolving Credit Facility of $250 million, $236 million available after taking into account outstanding letters of credit, bearing interest at LIBOR plus 1.50% at September 24, 2016 $ — $ — Term A-1 Loan Facility borrowings maturing through June 2019 bearing interest at LIBOR plus 1.5%, interest rate of 2.02% at September 24, 2016 33,200 55,950 Term A-2 Loan Facility borrowings maturing through June 2021 bearing interest at LIBOR plus 1.08% (after consideration of 0.67% patronage benefit), interest rate of 1.60% at September 24, 2016 252,750 262,750 Senior Notes due 2024 at a fixed interest rate of 5.50% 506,412 550,000 Total principal payments due 792,362 868,700 Less: original issue discount and debt issuance costs (8,909 ) (10,646 ) Total debt 783,453 858,054 Less: Current maturities of long-term debt (7,962 ) (7,938 ) Long-term debt $ 775,491 $ 850,116 |
Schedule of Maturities of Long-term Debt | Principal payments due during the next five years and thereafter are as follows: Remaining 2016 $ 4,200 2017 9,775 2018 11,150 2019 18,225 2020 2,900 Thereafter 746,112 Total principal payments $ 792,362 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis | The following table presents the carrying amount, estimated fair values and categorization under the fair value hierarchy for financial instruments held by the Company at September 24, 2016 and December 31, 2015 , using market information and what management believes to be appropriate valuation methodologies: September 24, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Asset (liability) Level 1 Level 2 Level 1 Level 2 Cash and cash equivalents $ 319,666 $ 319,666 $ — $ 101,303 $ 101,303 $ — Current maturities of long-term debt (7,962 ) — (8,400 ) (7,938 ) — (8,400 ) Fixed-rate long-term debt (499,211 ) — (464,633 ) (541,423 ) — (435,171 ) Variable-rate long-term debt (276,280 ) — (277,550 ) (308,693 ) — (310,300 ) |
LIABILITIES FOR DISPOSITIONS AN
LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Environmental Remediation Obligations [Abstract] | |
Schedule of Change in Environmental Loss Contingencies | An analysis of the liabilities for disposed operations for the nine months ended September 24, 2016 is as follows: Balance, December 31, 2015 $ 157,384 Expenditures charged to liabilities (8,093 ) Increase to liabilities 2,909 Balance, September 24, 2016 152,200 Less: Current portion (11,397 ) Non-current portion $ 140,803 |
ACCUMULATED OTHER COMPREHENSI26
ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss was comprised of the following: Nine Months Ended Unrecognized components of employee benefit plans, net of tax September 24, 2016 September 26, 2015 Balance, beginning of period $ (109,620 ) $ (103,444 ) Defined benefit pension and post-retirement plans (a) Amortization of losses 8,676 10,582 Amortization of prior service costs 581 576 Amortization of negative plan amendment (115 ) (131 ) Tax benefit (3,261 ) (3,970 ) Total reclassifications for the period, net of tax 5,881 7,057 Balance, end of period $ (103,739 ) $ (96,387 ) (a) These accumulated other comprehensive loss components are included in the computation of net periodic pension cost. See Note 12 — Employee Benefit Plans for additional information. |
EARNINGS PER SHARE OF COMMON 27
EARNINGS PER SHARE OF COMMON STOCK (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table provides details of the calculations of basic and diluted earnings per share: Three Months Ended Nine Months Ended September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Net income $ 21,567 $ 32,291 $ 61,800 $ 42,499 Less: Preferred Stock dividends 1,706 — 1,706 — Net income available for common stockholders $ 19,861 $ 32,291 $ 60,094 $ 42,499 Shares used for determining basic earnings per share of common stock 42,360,326 42,199,659 42,266,295 42,192,956 Dilutive effect of: Stock options — — — — Performance and restricted shares 368,357 121,363 214,656 120,379 Preferred Stock 6,607,423 — 2,243,565 — Shares used for determining diluted earnings per share of common stock 49,336,106 42,321,022 44,724,516 42,313,335 Basic earnings per share (not in thousands) $ 0.46 $ 0.77 $ 1.42 $ 1.01 Diluted earnings per share (not in thousands) $ 0.44 $ 0.76 $ 1.38 $ 1.00 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Anti-dilutive shares excluded from the computation of diluted earnings per share: Three Months Ended Nine Months Ended September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Stock options 400,765 550,747 400,765 463,123 Restricted stock 24,331 235,806 41,466 222,376 Performance shares 2,790 142,627 66,775 142,322 Preferred Stock — — — — Total 427,886 929,180 509,006 827,821 |
OTHER OPERATING EXPENSE, NET (T
OTHER OPERATING EXPENSE, NET (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Other Income and Expenses [Abstract] | |
Other Operating Expense, Net | Other operating expense, net was comprised of the following: Three Months Ended Nine Months Ended September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Non-cash impairment charge $ — $ — $ — $ 28,462 Loss (gain) on sale or disposal of property, plant and equipment 133 454 624 734 One-time separation and legal costs — — — (802 ) Environmental reserve adjustment 272 — 2,909 — Insurance recoveries (500 ) — (897 ) (1,000 ) Miscellaneous expense (income) (405 ) 157 (1,216 ) 512 Total $ (500 ) $ 611 $ 1,420 $ 27,906 |
INCENTIVE STOCK PLANS (Tables)
INCENTIVE STOCK PLANS (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Activity for Incentive Stock Awards | The following table summarizes the activity on the Company’s incentive stock awards for the nine months ended September 24, 2016 : Stock Options Restricted Stock Performance-Based Stock Units Performance-Based Restricted Stock Options Weighted Average Exercise Price Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Awards Weighted Average Grant Date Fair Value Outstanding at December 31, 2015 441,615 $ 31.67 384,383 $ 28.41 211,460 $ 17.51 141,698 $ 40.76 Granted — — 598,219 8.03 610,100 7.79 — — Forfeited (1,497 ) 36.55 (139,424 ) 12.20 (96,200 ) 9.75 (13,181 ) 38.03 Exercised or settled — — (166,368 ) 35.49 — — — — Expired or cancelled (39,353 ) 29.34 — — — — — — Outstanding at September 24, 2016 400,765 $ 31.88 676,810 $ 11.96 725,360 $ 10.05 128,517 $ 41.04 |
EMPLOYEE BENEFIT PLANS (Tables)
EMPLOYEE BENEFIT PLANS (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Net Pension and Postretirement Benefit Costs | The net pension and postretirement benefit costs that have been recorded are shown in the following tables: Pension Postretirement Three Months Ended Three Months Ended Components of Net Periodic Benefit Cost September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Service cost $ 1,306 $ 1,494 $ 202 $ 251 Interest cost 3,979 3,807 218 230 Expected return on plan assets (5,830 ) (5,809 ) — — Amortization of prior service cost 191 188 4 4 Amortization of losses 2,835 3,358 70 169 Amortization of negative plan amendment — — (39 ) (44 ) Total net periodic benefit cost $ 2,481 $ 3,038 $ 455 $ 610 Pension Postretirement Nine Months Ended Nine Months Ended Components of Net Periodic Benefit Cost September 24, 2016 September 26, 2015 September 24, 2016 September 26, 2015 Service cost $ 3,919 $ 4,482 $ 880 $ 754 Interest cost 11,937 11,421 653 689 Expected return on plan assets (17,490 ) (17,426 ) — — Amortization of prior service cost 571 563 10 13 Amortization of losses 8,507 10,075 169 507 Amortization of negative plan amendment — — (115 ) (131 ) Total net periodic benefit cost $ 7,444 $ 9,115 $ 1,597 $ 1,832 |
GUARANTEES (Tables)
GUARANTEES (Tables) | 9 Months Ended |
Sep. 24, 2016 | |
Guarantees [Abstract] | |
Schedule of Financial Guarantees Outstanding | The Company provides financial guarantees as required by creditors, insurance programs and various governmental agencies. As of September 24, 2016 , the following financial guarantees were outstanding: Financial Commitments Maximum Potential Payment Standby letters of credit (a) $ 14,216 Surety bonds (b) 56,201 Total financial commitments $ 70,417 (a) The letters of credit primarily provide credit support for surety bonds issued to comply with financial assurance requirements relating to environmental remediation of disposed sites. The letters of credit will expire during 2016 and will be renewed as required. (b) The Company purchases surety bonds primarily to comply with financial assurance requirements relating to environmental remediation and post closure care and to provide collateral for the Company’s workers’ compensation program. These surety bonds expire at various dates between 2016 and 2019. They are expected to be renewed annually as required. |
BASIS OF PRESENTATION AND NEW32
BASIS OF PRESENTATION AND NEW ACCOUNTING PRONOUNCEMENTS - New or Recently Adopted Accounting Pronouncements (Details) - ASU 2015-03 [Member] $ in Millions | Dec. 31, 2015USD ($) |
Other Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs | $ (9.6) |
Prepaid Expenses and Other Current Assets [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs | (0.3) |
Long-term Debt [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt issuance costs | $ 9.9 |
BASIS OF PRESENTATION AND NEW33
BASIS OF PRESENTATION AND NEW ACCOUNTING PRONOUNCEMENTS - Subsequent Events (Details) | Oct. 21, 2016$ / shares | Nov. 01, 2016subsequent_event | Sep. 24, 2016$ / shares | Sep. 26, 2015$ / shares | Sep. 24, 2016$ / shares | Sep. 26, 2015$ / shares |
Subsequent Event [Line Items] | ||||||
Common stock cash dividend declared (in dollars per share) | $ 0.07 | $ 0.07 | $ 0.21 | $ 0.21 | ||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Number of subsequent events | subsequent_event | 2 | |||||
Common stock cash dividend declared (in dollars per share) | $ 0.07 | |||||
Subsequent Event [Member] | Convertible Preferred Stock [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Convertible preferred stock dividend declared (in dollars per share) | $ 2.11 |
INVENTORY (Details)
INVENTORY (Details) - USD ($) $ in Thousands | Sep. 24, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 100,251 | $ 103,866 |
Work-in-progress | 2,524 | 2,344 |
Raw materials | 14,632 | 16,593 |
Manufacturing and maintenance supplies | 2,740 | 2,606 |
Total inventory | $ 120,147 | $ 125,409 |
DEBT - Summary of Debt (Details
DEBT - Summary of Debt (Details) - USD ($) | 9 Months Ended | |
Sep. 24, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||
Total debt | $ 783,453,000 | $ 858,054,000 |
Total principal payments due | 792,362,000 | 868,700,000 |
Less: original issue discount and debt issuance costs | (8,909,000) | (10,646,000) |
Less: Current maturities of long-term debt | (7,962,000) | (7,938,000) |
Long-term debt | 775,491,000 | 850,116,000 |
Line of Credit [Member] | Revolving Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | 250,000,000 | |
Borrowing capacity after outstanding letters of credit | 236,000,000 | |
Total debt | $ 0 | 0 |
Line of Credit [Member] | Revolving Credit Facility [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% | |
Line of Credit [Member] | Term A-1 Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 2.02% | |
Total debt | $ 33,200,000 | 55,950,000 |
Line of Credit [Member] | Term A-1 Due 2019 [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread | 1.50% | |
Line of Credit [Member] | Term A-2 Due 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 1.60% | |
Patronage benefit | 0.67% | |
Total debt | $ 252,750,000 | 262,750,000 |
Line of Credit [Member] | Term A-2 Due 2021 [Member] | LIBOR [Member] | ||
Debt Instrument [Line Items] | ||
Basis spread after patronage benefit | 1.08% | |
Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Fixed interest rate | 5.50% | |
Total debt | $ 506,412,000 | $ 550,000,000 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 24, 2016 | Mar. 26, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Debt Instrument [Line Items] | |||||
Principal repayments | $ 66,831 | $ 52,100 | |||
Gain in other income | $ 0 | $ 0 | 8,844 | $ 0 | |
Senior Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Repurchased face amount | $ 43,600 | ||||
Amount retired plus accrued and unpaid interest | 34,100 | ||||
Gain in other income | 8,800 | ||||
Unamortized debt issuance costs written off | $ 700 | ||||
Line of Credit [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal repayments | $ 32,700 |
DEBT - Schedule of Maturities o
DEBT - Schedule of Maturities of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 24, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Remaining 2,016 | $ 4,200 | |
2,017 | 9,775 | |
2,018 | 11,150 | |
2,019 | 18,225 | |
2,020 | 2,900 | |
Thereafter | 746,112 | |
Total principal payments | $ 792,362 | $ 868,700 |
FAIR VALUE MEASUREMENTS - Fair
FAIR VALUE MEASUREMENTS - Fair Values Measured on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 24, 2016 | Dec. 31, 2015 |
Carrying Amount [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | $ 319,666 | $ 101,303 |
Current maturities of long-term debt | (7,962) | (7,938) |
Fixed-rate long-term debt | (499,211) | (541,423) |
Variable-rate long-term debt | (276,280) | (308,693) |
Fair Value [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 319,666 | 101,303 |
Current maturities of long-term debt | 0 | 0 |
Fixed-rate long-term debt | 0 | 0 |
Variable-rate long-term debt | 0 | 0 |
Fair Value [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Current maturities of long-term debt | (8,400) | (8,400) |
Fixed-rate long-term debt | (464,633) | (435,171) |
Variable-rate long-term debt | $ (277,550) | $ (310,300) |
LIABILITIES FOR DISPOSED OPER39
LIABILITIES FOR DISPOSED OPERATIONS - Analysis of Activity (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2016 | Dec. 31, 2015 | |
Accrual for Environmental Loss Contingencies [Roll Forward] | ||
Balance, December 31, 2015 | $ 157,384 | |
Expenditures charged to liabilities | (8,093) | |
Increase to liabilities | 2,909 | |
Balance, September 24, 2016 | 152,200 | |
Less: Current portion | (11,397) | $ (12,034) |
Non-current portion | $ 140,803 | $ 145,350 |
LIABILITIES FOR DISPOSED OPER40
LIABILITIES FOR DISPOSED OPERATIONS - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 24, 2016USD ($) | |
Site Contingency [Line Items] | |
Probable costs expected to be incurred, term | 20 years |
Maximum [Member] | |
Site Contingency [Line Items] | |
Loss exposure in excess of accrual, high estimate | $ 64 |
ACCUMULATED OTHER COMPREHENSI41
ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 24, 2016 | Sep. 26, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance, beginning of period | $ (17,139) | |
Balance, end of period | 211,863 | |
Defined Benefit Pension and Post-Retirement Plans [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Balance, beginning of period | (109,620) | $ (103,444) |
Tax benefit | (3,261) | (3,970) |
Total reclassifications for the period, net of tax | 5,881 | 7,057 |
Balance, end of period | (103,739) | (96,387) |
Defined Benefit Pension and Post-Retirement Plans, Amortization of losses [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Amortization | 8,676 | 10,582 |
Defined Benefit Pension and Post-Retirement Plans, Amortization of prior service costs [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Amortization | 581 | 576 |
Defined Benefit Pension and Post-Retirement Plans, Amortization of negative plan amendment [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Amortization | $ (115) | $ (131) |
PREFERRED STOCK (Details)
PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands | Aug. 04, 2016USD ($)$ / sharesshares | Sep. 24, 2016USD ($)director | Sep. 26, 2015USD ($) |
Class of Stock [Line Items] | |||
Mandatory Convertible Preferred Stock | 8.00% | ||
Issuance of mandatory convertible preferred stock | $ | $ 166,609 | $ 0 | |
Liquidation preference (in dollars per share) | $ 100 | ||
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Public offering (shares) | shares | 1,725,000 | ||
Mandatory Convertible Preferred Stock | 8.00% | ||
Public offering price (in dollars per share) | $ 100 | ||
Issuance of mandatory convertible preferred stock | $ | $ 166,600 | ||
Trading day threshold | 20 days | ||
Conversion rate | 6.5923 | ||
Number of additional board of directors members entitled to elect after six or more dividend periods without dividends declared | director | 2 | ||
Series A Preferred Stock [Member] | Common stock greater than $15.17 (in dollars per share) | |||
Class of Stock [Line Items] | |||
Applicable Market Value (in dollars per share) | $ 15.17 | ||
Conversion rate | 6.5923 | ||
Series A Preferred Stock [Member] | Common stock less than $12.91 (in dollars per share) | |||
Class of Stock [Line Items] | |||
Applicable Market Value (in dollars per share) | $ 12.91 | ||
Conversion rate | 7.7459 |
EARNINGS PER SHARE OF COMMON 43
EARNINGS PER SHARE OF COMMON STOCK - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ||||
Net income | $ 21,567 | $ 32,291 | $ 61,800 | $ 42,499 |
Less: Preferred Stock dividends | 1,706 | 0 | 1,706 | 0 |
Net income available for common stockholders | $ 19,861 | $ 32,291 | $ 60,094 | $ 42,499 |
Shares used for determining basic earnings per share of common stock (shares) | 42,360,326 | 42,199,659 | 42,266,295 | 42,192,956 |
Dilutive effect of: | ||||
Shares used for determining diluted earnings per share of common stock (shares) | 49,336,106 | 42,321,022 | 44,724,516 | 42,313,335 |
Basic earnings per share (in dollars per share) | $ 0.46 | $ 0.77 | $ 1.42 | $ 1.01 |
Diluted earnings per share (in dollars per share) | $ 0.44 | $ 0.76 | $ 1.38 | $ 1 |
Stock options [Member] | ||||
Dilutive effect of: | ||||
Incremental shares (shares) | 0 | 0 | 0 | 0 |
Performance and restricted shares [Member] | ||||
Dilutive effect of: | ||||
Incremental shares (shares) | 368,357 | 121,363 | 214,656 | 120,379 |
Preferred Stock [Member] | ||||
Dilutive effect of: | ||||
Incremental shares (shares) | 6,607,423 | 0 | 2,243,565 | 0 |
EARNINGS PER SHARE OF COMMON 44
EARNINGS PER SHARE OF COMMON STOCK - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share | 427,886 | 929,180 | 509,006 | 827,821 |
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share | 400,765 | 550,747 | 400,765 | 463,123 |
Restricted stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share | 24,331 | 235,806 | 41,466 | 222,376 |
Performance shares [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share | 2,790 | 142,627 | 66,775 | 142,322 |
Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from computation of diluted earnings per share | 0 | 0 | 0 | 0 |
OTHER OPERATING EXPENSE, NET (D
OTHER OPERATING EXPENSE, NET (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Other Income and Expenses [Abstract] | ||||
Non-cash impairment charge | $ 0 | $ 0 | $ 0 | $ 28,462 |
Loss (gain) on sale or disposal of property, plant and equipment | 133 | 454 | 624 | 734 |
One-time separation and legal costs | 0 | 0 | 0 | (802) |
Environmental reserve adjustment | 272 | 0 | 2,909 | 0 |
Insurance recoveries | (500) | 0 | (897) | (1,000) |
Miscellaneous expense (income) | (405) | 157 | (1,216) | 512 |
Total | $ (500) | $ 611 | $ 1,420 | $ 27,906 |
INCOME TAXES (Details)
INCOME TAXES (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Effective rate | 34.40% | 34.20% | 35.20% | 32.60% |
Federal statutory rate | 35.00% |
INCENTIVE STOCK PLANS - Narrati
INCENTIVE STOCK PLANS - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Mar. 26, 2016 | Sep. 24, 2016 | Sep. 26, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation cost | $ 4,981 | $ 7,293 | |
Total number of performance shares adjusted (up or down) | 25.00% | ||
Restricted Stock [Member] | Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Restricted Stock [Member] | Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Performance shares [Member] | Minimum [Member] | Performance Share Awards 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target payout percentage | 0.00% | ||
Final payout range | 0.00% | ||
Performance shares [Member] | Maximum [Member] | Performance Share Awards 2015 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Target payout percentage | 200.00% | ||
Final payout range | 250.00% |
INCENTIVE STOCK PLANS - Schedul
INCENTIVE STOCK PLANS - Schedule of Outstanding Awards (Details) | 9 Months Ended |
Sep. 24, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Beginning Balance, Stock Options, Outstanding (shares) | shares | 441,615 |
Stock Options, Granted (shares) | shares | 0 |
Stock Options, Forfeited (shares) | shares | (1,497) |
Stock Options, Exercised or settled (shares) | shares | 0 |
Stock Options, Expired or cancelled (shares) | shares | (39,353) |
Ending Balance, Stock Options, Outstanding (shares) | shares | 400,765 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Beginning Balance, Stock Options, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 31.67 |
Stock Options, Granted, Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Stock Options, Forfeited, Weighted Average Exercise Price (in dollars per share) | $ / shares | 36.55 |
Stock Options, Exercised or settled, Weighted Average Exercise Price (in dollars per share) | $ / shares | 0 |
Stock Options, Expired or cancelled, Weighted Average Exercise Price (in dollars per share) | $ / shares | 29.34 |
Ending Balance, Stock Options, Weighted Average Exercise Price (in dollars per share) | $ / shares | $ 31.88 |
Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning Balance, Awards, Outstanding (shares) | shares | 384,383 |
Awards, Granted (shares) | shares | 598,219 |
Awards, Forfeited (shares) | shares | (139,424) |
Awards, Exercised or settled (shares) | shares | (166,368) |
Awards, Expired or cancelled (shares) | shares | 0 |
Ending Balance, Awards, Outstanding (shares) | shares | 676,810 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Awards, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 28.41 |
Awards, Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 8.03 |
Awards, Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 12.20 |
Awards, Exercised or settled, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 35.49 |
Awards, Expired or cancelled, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Ending Balance, Awards, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 11.96 |
Performance-Based Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning Balance, Awards, Outstanding (shares) | shares | 211,460 |
Awards, Granted (shares) | shares | 610,100 |
Awards, Forfeited (shares) | shares | (96,200) |
Awards, Exercised or settled (shares) | shares | 0 |
Awards, Expired or cancelled (shares) | shares | 0 |
Ending Balance, Awards, Outstanding (shares) | shares | 725,360 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Awards, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 17.51 |
Awards, Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 7.79 |
Awards, Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 9.75 |
Awards, Exercised or settled, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Awards, Expired or cancelled, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Ending Balance, Awards, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 10.05 |
Performance-Based Restricted Stock [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
Beginning Balance, Awards, Outstanding (shares) | shares | 141,698 |
Awards, Granted (shares) | shares | 0 |
Awards, Forfeited (shares) | shares | (13,181) |
Awards, Exercised or settled (shares) | shares | 0 |
Awards, Expired or cancelled (shares) | shares | 0 |
Ending Balance, Awards, Outstanding (shares) | shares | 128,517 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Beginning Balance, Awards, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 40.76 |
Awards, Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Awards, Forfeited, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 38.03 |
Awards, Exercised or settled, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Awards, Expired or cancelled, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Ending Balance, Awards, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | $ 41.04 |
EMPLOYEE BENEFIT PLANS - Net Pe
EMPLOYEE BENEFIT PLANS - Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | Jul. 27, 2016 | Sep. 24, 2016 | Sep. 26, 2015 | Sep. 24, 2016 | Sep. 26, 2015 |
Components of Net Periodic Benefit Cost | |||||
Pension contributions | $ 10,000 | ||||
Pension [Member] | |||||
Components of Net Periodic Benefit Cost | |||||
Service cost | $ 1,306 | $ 1,494 | $ 3,919 | $ 4,482 | |
Interest cost | 3,979 | 3,807 | 11,937 | 11,421 | |
Expected return on plan assets | (5,830) | (5,809) | (17,490) | (17,426) | |
Amortization of prior service cost | 191 | 188 | 571 | 563 | |
Amortization of losses | 2,835 | 3,358 | 8,507 | 10,075 | |
Amortization of negative plan amendment | 0 | 0 | 0 | 0 | |
Total net periodic benefit cost | 2,481 | 3,038 | 7,444 | 9,115 | |
Postretirement [Member] | |||||
Components of Net Periodic Benefit Cost | |||||
Service cost | 202 | 251 | 880 | 754 | |
Interest cost | 218 | 230 | 653 | 689 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | |
Amortization of prior service cost | 4 | 4 | 10 | 13 | |
Amortization of losses | 70 | 169 | 169 | 507 | |
Amortization of negative plan amendment | (39) | (44) | (115) | (131) | |
Total net periodic benefit cost | $ 455 | $ 610 | $ 1,597 | $ 1,832 |
GUARANTEES (Details)
GUARANTEES (Details) $ in Thousands | Sep. 24, 2016USD ($) |
Financial Commitments | |
Maximum Potential Payment | $ 70,417 |
Standby letters of credit [Member] | |
Financial Commitments | |
Maximum Potential Payment | 14,216 |
Surety bonds [Member] | |
Financial Commitments | |
Maximum Potential Payment | $ 56,201 |