MERGER WITH POPE RESOURCES (Tables)

6 Months Ended

Jun. 30, 2020

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 Common Unit consideration:
Redeemable Common Units issued	4,446,153
Rayonier share price (a)	$24.01
Redeemable Common 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 18 — 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 six months ended June 30, 2020:


			June 30, 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 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	2,280	1,794	4,074
Other current assets	651	499	1,150
Timber and Timberlands	515,519	471,900	987,419
Higher and Better Use Timberlands and Real Estate Development Investments	27,722	—	27,722
Property, plant and equipment	8,307	—	8,307
Other assets	4,297	—	4,297
Total identifiable assets acquired	$566,156	$483,063	$1,049,219
			—
Accounts payable	274	292	566
Current maturities of long-term debt	—	25,084	25,084
Accrued interest	244	275	519
Other current liabilities	7,233	1,117	8,350
Long-term debt	53,502	35,759	89,261
Long-term environmental liabilities	11,000	—	11,000
Other non-current liabilities (a)	4,137	—	4,137
Total liabilities assumed	$76,390	$62,527	$138,917

Net identifiable assets	$489,766	$420,536	$910,302
Less: noncontrolling interest	(3,307)	(369,074)	(372,381)
Total net assets acquired	$486,459	$51,462	$537,921

(a)Other non-current liabilities includes a $4.0 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 three and six months ended June 30, 2020 and 2019, assuming the acquisition had occurred as of January 1, 2019, are presented below (in thousands, except per share and unit amounts):


	Three Months Ended June 30,			Six Months Ended June 30,
	2020	2019	2020	2019
Sales	$215,500	$212,800	$499,100	$429,300

Net income attributable to Rayonier Inc.	$7,644	$13,016	$28,069	$32,959
Basic earnings per share attributable to Rayonier Inc.	$0.06	$0.10	$0.20	$0.24
Diluted earnings per share attributable to Rayonier Inc.	$0.06	$0.09	$0.20	$0.24

Net income attributable to Rayonier, L.P.	$7,823	$13,414	$28,819	$34,028
Basic earnings per unit attributable to Rayonier, L.P.	$0.06	$0.10	$0.20	$0.24
Diluted earnings per unit attributable to Rayonier, L.P.	$0.06	$0.09	$0.20	$0.24