v3.26.1
MERGER WITH POTLATCHDELTIC CORPORATION (Tables)
6 Months Ended
Jun. 30, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Schedule of Total Consideration Transferred in Merger
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, 202677,466,233 
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, 202677,466,233 
Exchange Ratio (a)1.8185
Shares of Rayonier Inc. common stock issued for PotlatchDeltic’s outstanding common stock140,872,342 
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 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.
Schedule of Cash Transferred in Merger and Net Cash Consideration
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, 2026:
June 30, 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 of PotlatchDeltic included in the Company's Consolidated Statements of Income and Comprehensive Income (Loss) from the acquisition date of January 30, 2026 through June 30, 2026:
Three Months Ended
June 30, 2026
Six Months Ended
June 30, 2026
Revenue$294,973 $453,567 
Net income $13,448 $7,008 
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 receivables45,254 
Inventory113,788 
Other current assets8,845 
Timber and timberlands3,630,527 
Higher and Better Use Timberlands and Real Estate Development Investments59,563 
Property, plant, and equipment564,282 
Other assets135,229 
Total identifiable assets acquired$4,579,973 
Accounts payable7,817 
Current maturities of long-term debt27,500 
Accrued taxes5,728 
Current liabilities78,853 
Long-term debt1,009,500 
Pension and other postretirement benefits63,888 
Deferred income tax liabilities75,668 
Other non-current liabilities35,345 
Total liabilities assumed$1,304,299 
Total net assets acquired$3,275,674 
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
June 30,
Six Months Ended
June 30,
2026202520262025
Revenue$396,479 $381,523 $746,635 $732,704 
Income (loss) from continuing operations29,406 (9,030)77,296 (99,472)
Income from discontinued operations, net of tax— 403,838 — 406,346 
Net income29,406 394,808 77,296 306,874 
Rayonier Inc.
Net income attributable to Rayonier Inc.$29,244 $392,626 $76,869 $304,923 
Basic earnings (loss) per share - continuing operations$0.10 ($0.03)$0.28 ($0.33)
Diluted earnings (loss) per share - continuing operations$0.10 ($0.03)$0.27 ($0.33)
Basic earnings per share - discontinued operations— $1.35 — $1.36 
Diluted earnings per share - discontinued operations— $1.35 — $1.36 
Basic earnings per share attributable to Rayonier Inc.$0.10 $1.32 $0.28 $1.03 
Diluted earnings per share attributable to Rayonier Inc.$0.10 $1.32 $0.27 $1.03 
Rayonier L.P.
Net income attributable to Rayonier, L.P.$29,406 $395,386 $77,296 $307,066 
Basic earnings (loss) per share - continuing operations$0.10 ($0.03)$0.28 ($0.33)
Diluted earnings (loss) per share - continuing operations$0.10 ($0.03)$0.27 ($0.33)
Basic earnings per share - discontinued operations— $1.35 — $1.36 
Diluted earnings per share - discontinued operations— $1.35 — $1.36 
Basic earnings per share attributable to Rayonier, L.P.$0.10 $1.32 $0.28 $1.03 
Diluted earnings per share attributable to Rayonier, L.P.$0.10 $1.32 $0.27 $1.03 
Elimination of nonrecurring merger-related and integration costs from the 2026 periods and their allocation to the comparative 2025 pro forma periods, as summarized below:
Three Months Ended June 30,Six Months Ended June 30,
Rayonier incurred costs$10,351 $80,754 
PotlatchDeltic pre-acquisition costs— 34,858 
Total Pro forma cost shift$10,351 $115,612