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MERGER WITH POPE RESOURCES (Tables) | 9 Months Ended
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Sep. 30, 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 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 nine months ended September 30, 2020:
| September 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 | 2,265 |  |  | 1,794 |  |  | 4,059 |
Other current assets | 651 |  |  | 499 |  |  | 1,150 |
Timber and Timberlands | 515,541 |  |  | 471,900 |  |  | 987,441 |
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 | $566,163 |  |  | $483,063 |  |  | $1,049,226 |
Accounts payable | 274 |  |  | 293 |  |  | 567 |
Current maturities of long-term debt | — |  |  | 25,084 |  |  | 25,084 |
Accrued interest | 244 |  |  | 275 |  |  | 519 |
Other current liabilities | 7,203 |  |  | 1,940 |  |  | 9,143 |
Long-term debt | 53,502 |  |  | 35,759 |  |  | 89,261 |
Long-term environmental liabilities | 11,000 |  |  | — |  |  | 11,000 |
Other non-current liabilities (a) | 4,051 |  |  | — |  |  | 4,051 |
Total liabilities assumed | $76,274 |  |  | $63,351 |  |  | $139,625 |
Net identifiable assets | $489,889 |  |  | $419,712 |  |  | $909,601 |
Less: noncontrolling interest | (3,307) |  |  | (368,373) |  |  | (371,680) |
Total net assets acquired | $486,582 |  |  | $51,339 |  |  | $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 nine months ended September 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 September 30, |  | Nine Months Ended September 30,
| 2020 |  | 2019 |  | 2020 |  | 2019
Sales | $198,975 |  |  | $184,300 |  |  | $684,900 |  |  | $613,800 |
Net income (loss) attributable to Rayonier Inc. | ($342) |  |  | ($7,975) |  |  | $28,317 |  |  | $25,722 |
Basic earnings (loss) per share attributable to Rayonier Inc. | — |  |  | ($0.06) |  |  | $0.21 |  |  | $0.19 |
Diluted earnings (loss) per share attributable to Rayonier Inc. | — |  |  | ($0.06) |  |  | $0.21 |  |  | $0.19 |
Net income (loss) attributable to Rayonier, L.P. | ($353) |  |  | ($8,235) |  |  | $29,240 |  |  | $26,560 |
Basic earnings (loss) per unit attributable to Rayonier, L.P. | — |  |  | ($0.06) |  |  | $0.21 |  |  | $0.19 |
Diluted earnings (loss) per unit attributable to Rayonier, L.P. | — |  |  | ($0.06) |  |  | $0.21 |  |  | $0.19 |

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