MERGER WITH POPE RESOURCES (Tables)

12 Months Ended

Dec. 31, 2020

Business Combinations [Abstract]

Schedule of Total Consideration Transferred by Rayonier in the Merger

The following table summarizes the total consideration transferred by Rayonier in the merger (dollars in thousands, except per share and per unit data):

Cash consideration:
Pope Resources units outstanding as of May 8, 2020	4,366,636
Less: Pope Resources units held by us	(114,400)
Units outstanding, net	4,252,236
Cash consideration (per Pope Resources unit)	$37.50
Cash consideration for elections		$159,463
General partner interest		10,000
Repayment of Pope Resources debt		65,943
Prepayment penalty and accrued interest on Pope Resources’ debt		2,275
Closing costs paid on behalf of Pope Resources		9,637
Cash consideration transferred		$247,318
Equity consideration:
Rayonier common shares issued	7,181,071
Rayonier share price (a)	$24.01
Equity consideration for elections		$172,418
Pope Resources replacement awards (b)(c)		222
Equity consideration transferred		$172,640
Redeemable Operating Partnership Unit consideration:
Redeemable Operating Partnership Units issued	4,446,153
Rayonier share price (a)	$24.01
Redeemable Operating Partnership Unit consideration transferred		$106,752
Fair value of Pope Resources units held by us (d)		$11,211
Total consideration		$537,921

(a)The closing price of Rayonier common stock on the NYSE on May 7, 2020.

(b)See Note 19 — Incentive Stock Plans for additional details.

(c)Represents the fair value of Rayonier replacement restricted stock awards for restricted Pope Resources units held by employees that relate to pre-merger services rendered to Pope Resources.

(d)Based on the closing price of Pope Resources units on the NASDAQ on May 7, 2020.

The following table contains the amounts of cash transferred in the merger and net cash consideration shown in the Consolidated Statements of Cash Flows for the year ended December 31, 2020:

	December 31, 2020
Cash consideration transferred	$247,318
Less: Cash assumed in merger	(16,250)
Net cash consideration shown in the Consolidated Statements of Cash Flows	$231,068

Schedule of Changes in Depletion and Depreciation

As a result of refinements to timberlands and property, plant and equipment preliminary recorded values, we recognized the following changes in depletion and depreciation in the fourth quarter of 2020:

	Three months ended December 31, 2020
	Pacific Northwest Timber	Real Estate	Timber Funds	Corporate	Total
Depletion	$2,412	—	($1,000)	—	$1,412
Depreciation	—	506	—	41	547
Total	$2,412	$506	($1,000)	$41	$1,959

Schedule of Allocation of Purchase Price to the Identifiable Assets Acquired and Liabilities Assumed

The preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed was based on preliminary estimates of fair value as of May 8, 2020, and is as follows (in thousands):

	Core Timberlands	Timber Funds	Total
Timberland and Real Estate Business
Cash	$7,380	$8,870	$16,250
Accounts receivable	2,459	1,788	4,247
Other current assets	703	260	963
Timber and Timberlands	514,103	432,500	946,603
Higher and Better Use Timberlands and Real Estate Development Investments	26,510	—	26,510
Property, plant and equipment	11,616	—	11,616
Other assets	4,403	—	4,403
Total identifiable assets acquired	$567,174	$443,418	$1,010,592
Accounts payable	274	293	567
Current maturities of long-term debt	—	25,084	25,084
Accrued interest	244	275	519
Other current liabilities	9,038	2,080	11,118
Long-term debt	53,502	35,759	89,261
Long-term environmental and natural resource damage liabilities	10,748	—	10,748
Other non-current liabilities (a)	2,009	—	2,009
Total liabilities assumed	$75,815	$63,491	$139,306
Net identifiable assets	$491,359	$379,927	$871,286
Less: noncontrolling interest	(3,379)	(329,986)	(333,365)
Total net assets acquired	$487,980	$49,941	$537,921

(a)Other non-current liabilities includes a $2.0 million deferred income tax liability resulting from the preliminary fair value adjustment to Pope Resources’ assets and liabilities.

Schedule of Unaudited Pro Forma Information

Pursuant to ASC 805, unaudited supplemental pro forma results of operations for the years ended December 31, 2020 and 2019, assuming the acquisition had occurred as of January 1, 2019, are presented below (in thousands, except per share and unit amounts):

	2020	2019
Sales	$890,400	$821,500
Net income (loss) attributable to Rayonier Inc.	$36,819	$26,927
Basic earnings (loss) per share attributable to Rayonier Inc.	$0.27	$0.20
Diluted earnings (loss) per share attributable to Rayonier Inc.	$0.27	$0.20
Net income (loss) attributable to Rayonier, L.P.	$38,032	$27,804
Basic earnings (loss) per unit attributable to Rayonier, L.P.	$0.27	$0.20
Diluted earnings (loss) per unit attributable to Rayonier, L.P.	$0.27	$0.20