MERGER WITH POTLATCHDELTIC CORPORATION (Tables)
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3 Months Ended |
Mar. 31, 2026 |
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| Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract] |
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| Business Combination, Consideration Transferred, Equity Interest |
The following table summarizes the total consideration transferred by Rayonier in the merger: | | | | | | | | | | | | | Cash Consideration: | | | | Number of PotlatchDeltic common shares outstanding as of January 30, 2026 | 77,466,233 | | | | Cash consideration per PotlatchDeltic common share | $0.61 | | | | Total Cash Consideration Transferred | | $47,254 | | | | | | Equity Consideration: | | | | Number of PotlatchDeltic common shares outstanding as of January 30, 2026 | 77,466,233 | | | | Exchange Ratio (a) | 1.8185 | | | Shares of Rayonier Inc. common stock issued for PotlatchDeltic’s outstanding common stock | 140,872,342 | | | | Rayonier share price (b) | $22.74 | | | | Equity Consideration for elections | | $3,203,437 | | | PotlatchDeltic’s replacement awards (c) | | 24,983 | | | Total Equity Consideration Transferred | | $3,228,420 | | | | | | Total Consideration | | $3,275,674 | |
(a)The exchange ratio was was adjusted from 1.7339 to 1.8185 in accordance with the Merger Agreement. This adjustment accounts for the stock component of the one-time $1.40 per share special dividend declared by Rayonier to its shareholders of record on October 24, 2025. (b)The closing price of Rayonier common stock on the NYSE on January 30, 2026. (c)Represents the portion of the fair value of Rayonier replacement equity awards, issued in exchange for outstanding PotlatchDeltic equity awards held by grantees, attributable to precombination services. The remaining fair value of $21.1 million, attributable to postcombination services, will be recognized as compensation expense over the remaining requisite service periods. See Note 19 — Incentive Stock Plans for additional details.
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| 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, based on preliminary estimates of fair value as of January 30, 2026, is as follows: | | | | | | | | | | | Total | | Cash and cash equivalents | | $22,485 | | | Trade and other receivables | | 45,254 | | | Inventory | | 113,788 | | | Other current assets | | 8,845 | | | Timber and timberlands | | 3,630,527 | | | Higher and Better Use Timberlands and Real Estate Development Investments | | 59,563 | | | Property, plant, and equipment | | 564,282 | | | Other assets | | 135,229 | | | Total identifiable assets acquired | | $4,579,973 | | | | | | Accounts payable | | 7,817 | | | Current maturities of long-term debt | | 27,500 | | | Accrued taxes | | 5,728 | | | Current liabilities | | 78,853 | | | Long-term debt | | 1,009,500 | | | Pension and other post-retirement benefits | | 63,888 | | | Deferred income tax liabilities | | 75,668 | | | Other non-current liabilities | | 35,345 | | | Total liabilities assumed | | $1,304,299 | | | | | | Total net assets acquired | | $3,275,674 | | | | | | | |
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| Schedule of Total Consideration Transferred by Rayonier in the Merger |
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 three months ended March 31, 2026: | | | | | | | March 31, 2026 | | Cash consideration transferred | $47,254 | | | Less: Cash assumed in merger | (22,485) | | | Net cash consideration shown in Consolidated Statements of Cash Flows | $24,769 | |
The following table presents the revenue and net income (loss) of PotlatchDeltic included in the Company's Consolidated Statements of Income and Comprehensive Income (Loss) from the acquisition date of January 30, 2026 through March 31, 2026: | | | | | | | March 31, 2026 | | Revenue | $158,594 | | | Net loss | ($6,440) | |
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| Schedule of Unaudited Pro Forma Information |
The following unaudited pro forma financial information presents the combined results of operations of Rayonier and PotlatchDeltic as if the merger had occurred on January 1, 2025. The pro forma information is presented for informational purposes only and is not necessarily indicative of the results that would have been achieved had the merger actually occurred on January 1, 2025, nor is it indicative of future results of operations. | | | | | | | | | | Three Months Ended March 31, | | 2026 | 2025 | | Revenue | $350,156 | | $351,181 | | | Income (loss) from continuing operations | 47,890 | | (123,262) | | | Income (loss) from discontinued operations, net of tax | — | | 2,507 | | | Net income (loss) | 47,890 | | (120,755) | | | Rayonier Inc. | | | | Net income (loss) attributable to Rayonier Inc. | $47,625 | | ($120,301) | | | Basic earnings (loss) per share - continuing operations | $0.16 | | ($0.42) | | | Diluted earnings (loss) per share - continuing operations | $0.16 | | ($0.42) | | | Basic earnings (loss) per share - discontinued operations | — | | $0.01 | | | Diluted earnings (loss) per share - discontinued operations | — | | $0.01 | | | Basic earnings (loss) per share attributable to Rayonier Inc. | $0.16 | | ($0.41) | | | Diluted earnings (loss) per share attributable to Rayonier Inc. | $0.16 | | ($0.41) | | | Rayonier L.P. | | | | Net income (loss) attributable to Rayonier L.P. | $47,890 | | ($121,140) | | | Basic earnings (loss) per share - continuing operations | $0.16 | | ($0.42) | | | Diluted earnings (loss) per share - continuing operations | $0.16 | | ($0.42) | | | Basic earnings (loss) per share - discontinued operations | — | | $0.01 | | | Diluted earnings (loss) per share - discontinued operations | — | | $0.01 | | | Basic earnings (loss) per share attributable to Rayonier L.P. | $0.16 | | ($0.41) | | | Diluted earnings (loss) per share attributable to Rayonier L.P. | $0.16 | | ($0.41) | |
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