MERGER WITH POPE RESOURCES (Tables)

3 Months Ended

Mar. 31, 2021

Schedule of Total Consideration Transferred by Rayonier in the Merger

The total purchase price was as follows (in millions):



Cash consideration			$247,318
Equity consideration			172,640
Redeemable Operating Partnership Unit consideration			106,752
Fair value of Pope Resources units held by us (a)			11,211
Total purchase price			$537,921

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

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	1,787	4,246
Other current assets	703	260	963
Timber and Timberlands	507,526	432,500	940,026
Higher and Better Use Timberlands and Real Estate Development Investments	34,748	—	34,748
Property, plant and equipment	11,616	—	11,616
Other assets	3,736	269	4,005
Total identifiable assets acquired	$568,168	$443,686	$1,011,854

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 liabilities	10,748	—	10,748
Other non-current liabilities (a)	2,616	—	2,616
Total liabilities assumed	$76,422	$63,491	$139,913

Net identifiable assets	$491,746	$380,195	$871,941
Less: noncontrolling interests	(3,816)	(330,204)	(334,020)
Total net assets acquired	$487,930	$49,991	$537,921

(a)Other non-current liabilities includes a $2.6 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 months ended March 31, 2020, assuming the acquisition had occurred as of January 1, 2020, are presented below (in thousands, except per share and unit amounts):


	Three Months Ended
		March 31, 2020
Sales		$283,500

Net income attributable to Rayonier Inc.		$18,398
Basic earnings per share attributable to Rayonier Inc.		$0.13
Diluted earnings per share attributable to Rayonier Inc.		$0.13

Net income attributable to Rayonier, L.P.		$18,998
Basic earnings per unit attributable to Rayonier, L.P.		$0.13
Diluted earnings per unit attributable to Rayonier, L.P.		$0.13