x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the transition period from to
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
Emerging growth company
o
|
Item
|
|
|
Page
|
|
|
PART I - FINANCIAL INFORMATION
|
|
1.
|
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||
|
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||
|
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||
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||
|
|
||
|
|
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2.
|
|
||
3.
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4.
|
|
||
|
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PART II - OTHER INFORMATION
|
|
1.
|
|
||
2.
|
|
||
6.
|
|
||
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
SALES
|
|
$203,196
|
|
|
|
$194,491
|
|
Costs and Expenses
|
|
|
|
||||
Cost of sales
|
138,488
|
|
|
136,828
|
|
||
Selling and general expenses
|
9,003
|
|
|
9,590
|
|
||
Other operating income, net (
Note 15
)
|
(1,369
|
)
|
|
(1,188
|
)
|
||
|
146,122
|
|
|
145,230
|
|
||
OPERATING INCOME
|
57,074
|
|
|
49,261
|
|
||
Interest expense
|
(8,052
|
)
|
|
(8,415
|
)
|
||
Interest and other miscellaneous income, net
|
620
|
|
|
518
|
|
||
INCOME BEFORE INCOME TAXES
|
49,642
|
|
|
41,364
|
|
||
Income tax expense (
Note 8
)
|
(6,936
|
)
|
|
(6,281
|
)
|
||
NET INCOME
|
42,706
|
|
|
35,083
|
|
||
Less: Net income attributable to noncontrolling interest
|
2,167
|
|
|
1,240
|
|
||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
40,539
|
|
|
33,843
|
|
||
OTHER COMPREHENSIVE INCOME
|
|
|
|
||||
Foreign currency translation adjustment, net of income tax expense of $0 and $0
|
9,688
|
|
|
2,432
|
|
||
Cash flow hedges, net of income tax benefit (expense) of $368 and ($32)
|
16,615
|
|
|
2,553
|
|
||
Amortization of pension and postretirement plans, net of income tax expense of $0 and $0
|
159
|
|
|
116
|
|
||
Total other comprehensive income
|
26,462
|
|
|
5,101
|
|
||
COMPREHENSIVE INCOME
|
69,168
|
|
|
40,184
|
|
||
Less: Comprehensive income attributable to noncontrolling interest
|
4,483
|
|
|
1,651
|
|
||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$64,685
|
|
|
|
$38,533
|
|
EARNINGS PER COMMON SHARE (
Note 11
)
|
|
|
|
||||
Basic earnings per share attributable to Rayonier Inc.
|
|
$0.31
|
|
|
|
$0.27
|
|
Diluted earnings per share attributable to Rayonier Inc.
|
|
$0.31
|
|
|
|
$0.27
|
|
|
|
|
|
||||
Dividends declared per share
|
|
$0.25
|
|
|
|
$0.25
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|||||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
|
$92,785
|
|
|
|
$112,653
|
|
Accounts receivable, less allowance for doubtful accounts of $23 and $23
|
37,793
|
|
|
27,693
|
|
||
Inventory (
Note 16
)
|
19,993
|
|
|
24,141
|
|
||
Prepaid expenses
|
16,436
|
|
|
15,993
|
|
||
Assets held for sale (
Note 18
)
|
24,552
|
|
|
—
|
|
||
Other current assets
|
4,935
|
|
|
3,047
|
|
||
Total current assets
|
196,494
|
|
|
183,527
|
|
||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
2,424,675
|
|
|
2,462,066
|
|
||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (
NOTE 6
)
|
87,702
|
|
|
80,797
|
|
||
PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
||||
Land
|
3,962
|
|
|
3,962
|
|
||
Buildings
|
24,236
|
|
|
23,618
|
|
||
Machinery and equipment
|
4,416
|
|
|
4,440
|
|
||
Construction in progress
|
237
|
|
|
627
|
|
||
Total property, plant and equipment, gross
|
32,851
|
|
|
32,647
|
|
||
Less — accumulated depreciation
|
(9,675
|
)
|
|
(9,269
|
)
|
||
Total property, plant and equipment, net
|
23,176
|
|
|
23,378
|
|
||
RESTRICTED CASH (
NOTE 17
)
|
84,903
|
|
|
59,703
|
|
||
OTHER ASSETS
|
61,422
|
|
|
49,010
|
|
||
TOTAL ASSETS
|
|
$2,878,372
|
|
|
|
$2,858,481
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable
|
|
$27,082
|
|
|
|
$25,148
|
|
Current maturities of long-term debt (
Note 5
)
|
—
|
|
|
3,375
|
|
||
Accrued taxes
|
3,583
|
|
|
3,781
|
|
||
Accrued payroll and benefits
|
3,760
|
|
|
9,662
|
|
||
Accrued interest
|
8,100
|
|
|
5,054
|
|
||
Deferred revenue
|
7,901
|
|
|
9,721
|
|
||
Other current liabilities
|
15,091
|
|
|
11,807
|
|
||
Total current liabilities
|
65,517
|
|
|
68,548
|
|
||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS (
NOTE 5
)
|
996,145
|
|
|
1,022,004
|
|
||
PENSION AND OTHER POSTRETIREMENT BENEFITS (
NOTE 14
)
|
31,137
|
|
|
31,905
|
|
||
OTHER NON-CURRENT LIABILITIES
|
49,400
|
|
|
43,084
|
|
||
|
|
|
|||||
SHAREHOLDERS’ EQUITY
|
|
|
|
||||
Common Shares, 480,000,000 shares authorized, 129,174,301 and 128,970,776 shares issued and outstanding
|
878,927
|
|
|
872,228
|
|
||
Retained earnings
|
715,283
|
|
|
707,378
|
|
||
Accumulated other comprehensive income (
Note 19
)
|
37,563
|
|
|
13,417
|
|
||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,631,773
|
|
|
1,593,023
|
|
||
Noncontrolling interest
|
104,400
|
|
|
99,917
|
|
||
TOTAL SHAREHOLDERS’ EQUITY
|
1,736,173
|
|
|
1,692,940
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$2,878,372
|
|
|
|
$2,858,481
|
|
|
Common Shares
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Non-controlling Interest
|
|
Shareholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance, December 31, 2016
|
122,904,368
|
|
|
|
$709,867
|
|
|
|
$700,887
|
|
|
|
$856
|
|
|
|
$85,142
|
|
|
|
$1,496,752
|
|
Cumulative-effect adjustment due to adoption of ASU No. 2016-16
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|
—
|
|
|
—
|
|
|
(14,365
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
148,842
|
|
|
—
|
|
|
12,737
|
|
|
161,579
|
|
|||||
Dividends ($1.00 per share)
|
—
|
|
|
—
|
|
|
(127,986
|
)
|
|
—
|
|
|
—
|
|
|
(127,986
|
)
|
|||||
Issuance of shares under incentive stock plans
|
322,314
|
|
|
4,751
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,751
|
|
|||||
Stock-based compensation
|
—
|
|
|
5,396
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,396
|
|
|||||
Repurchase of common shares
|
(5,906
|
)
|
|
(176
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|||||
Actuarial change and amortization of pension and postretirement plan liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(208
|
)
|
|
—
|
|
|
(208
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
7,416
|
|
|
1,698
|
|
|
9,114
|
|
|||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
5,353
|
|
|
340
|
|
|
5,693
|
|
|||||
Issuance of shares under equity offering, net of costs
|
5,750,000
|
|
|
152,390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,390
|
|
|||||
Balance, December 31, 2017
|
128,970,776
|
|
|
|
$872,228
|
|
|
|
$707,378
|
|
|
|
$13,417
|
|
|
|
$99,917
|
|
|
|
$1,692,940
|
|
Net income
|
—
|
|
|
—
|
|
|
40,539
|
|
|
—
|
|
|
2,167
|
|
|
42,706
|
|
|||||
Dividends ($0.25 per share)
|
—
|
|
|
—
|
|
|
(32,634
|
)
|
|
—
|
|
|
—
|
|
|
(32,634
|
)
|
|||||
Issuance of shares under incentive stock plans
|
204,336
|
|
|
5,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,455
|
|
|||||
Stock-based compensation
|
—
|
|
|
1,262
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,262
|
|
|||||
Repurchase of common shares
|
(811
|
)
|
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||||
Amortization of pension and postretirement plan liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
159
|
|
|
—
|
|
|
159
|
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
7,606
|
|
|
2,082
|
|
|
9,688
|
|
|||||
Cash flow hedges
|
—
|
|
|
—
|
|
|
—
|
|
|
16,381
|
|
|
234
|
|
|
16,615
|
|
|||||
Balance, March 31, 2018
|
129,174,301
|
|
|
|
$878,927
|
|
|
|
$715,283
|
|
|
|
$37,563
|
|
|
|
$104,400
|
|
|
|
$1,736,173
|
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
|
$42,706
|
|
|
|
$35,083
|
|
Adjustments to reconcile net income to cash provided by operating activities:
|
|
|
|
||||
Depreciation, depletion and amortization
|
34,537
|
|
|
30,773
|
|
||
Non-cash cost of land and improved development
|
1,624
|
|
|
4,479
|
|
||
Stock-based incentive compensation expense
|
1,262
|
|
|
880
|
|
||
Deferred income taxes
|
6,982
|
|
|
5,989
|
|
||
Amortization of losses from pension and postretirement plans
|
159
|
|
|
116
|
|
||
Gain on sale of large disposition of timberlands
|
—
|
|
|
(28,188
|
)
|
||
Other
|
6,271
|
|
|
2,306
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Receivables
|
(10,473
|
)
|
|
(11,442
|
)
|
||
Inventories
|
(1,268
|
)
|
|
(3,481
|
)
|
||
Accounts payable
|
3,921
|
|
|
5,886
|
|
||
Income tax receivable/payable
|
(290
|
)
|
|
(126
|
)
|
||
All other operating activities
|
(7,196
|
)
|
|
(8,332
|
)
|
||
CASH PROVIDED BY OPERATING ACTIVITIES
|
78,235
|
|
|
33,943
|
|
||
INVESTING ACTIVITIES
|
|
|
|
||||
Capital expenditures
|
(13,192
|
)
|
|
(14,362
|
)
|
||
Real estate development investments
|
(2,340
|
)
|
|
(2,185
|
)
|
||
Purchase of timberlands
|
(12
|
)
|
|
(11,293
|
)
|
||
Net proceeds from large disposition of timberlands
|
—
|
|
|
42,034
|
|
||
Rayonier office building under construction
|
—
|
|
|
(2,604
|
)
|
||
Other
|
(2,105
|
)
|
|
(5,617
|
)
|
||
CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES
|
(17,649
|
)
|
|
5,973
|
|
||
FINANCING ACTIVITIES
|
|
|
|
||||
Issuance of debt
|
—
|
|
|
29,719
|
|
||
Repayment of debt
|
(29,375
|
)
|
|
(20,530
|
)
|
||
Dividends paid
|
(32,123
|
)
|
|
(30,618
|
)
|
||
Proceeds from the issuance of common shares under incentive stock plan
|
5,455
|
|
|
2,251
|
|
||
Proceeds from the issuance of common shares from equity offering, net of costs
|
—
|
|
|
152,345
|
|
||
Repurchase of common shares
|
(18
|
)
|
|
—
|
|
||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(56,061
|
)
|
|
133,167
|
|
||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
807
|
|
|
(67
|
)
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH (a)
|
|
|
|
||||
Change in cash, cash equivalents and restricted cash
|
5,332
|
|
|
173,016
|
|
||
Balance, beginning of year
|
172,356
|
|
|
157,617
|
|
||
Balance, end of period
|
|
$177,688
|
|
|
|
$330,633
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
||||
Cash paid during the period:
|
|
|
|
||||
Interest (b)
|
|
$2,585
|
|
|
|
$3,695
|
|
Income taxes
|
281
|
|
|
214
|
|
||
Non-cash investing activity:
|
|
|
|
||||
Capital assets purchased on account
|
1,525
|
|
|
5,430
|
|
|
|
|
|
|
(a)
|
Due to the adoption of ASU No. 2016-18, restricted cash is now included with cash and cash equivalents when reconciling the beginning-of-year and end-of-period total amounts shown and therefore changes in restricted cash are no longer reported as investing activities. Prior period amounts have been restated to conform to current period presentation. For additional information and a reconciliation of cash, see
Note 17 — Restricted Cash.
|
(b)
|
Interest paid is presented net of patronage payments received of
$3.7 million
and
$3.0 million
for the
three
months ended
March 31, 2018
and
March 31, 2017
, respectively. For additional information on patronage payments, see Note 5 — Debt in the 2017 Form 10-K.
|
1.
|
BASIS OF PRESENTATION
|
Three Months Ended
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Elim.
|
|
Total
|
||||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pulpwood
|
|
$21,606
|
|
|
|
$3,419
|
|
|
|
$5,844
|
|
|
—
|
|
|
|
$4,257
|
|
|
—
|
|
|
|
$35,126
|
|
||
Sawtimber
|
15,937
|
|
|
27,068
|
|
|
44,745
|
|
|
—
|
|
|
34,826
|
|
|
—
|
|
|
122,576
|
|
|||||||
Hardwood
|
597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
597
|
|
|||||||
Total Timber Sales
|
38,140
|
|
|
30,487
|
|
|
50,589
|
|
|
—
|
|
|
39,083
|
|
|
—
|
|
|
158,299
|
|
|||||||
License Revenue, Primarily From Hunting
|
4,084
|
|
|
25
|
|
|
52
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,161
|
|
|||||||
Other Non-Timber/Carbon Revenue
|
1,195
|
|
|
805
|
|
|
2,323
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,323
|
|
|||||||
Agency Fee Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
123
|
|
|||||||
Total Non-Timber Sales
|
5,279
|
|
|
830
|
|
|
2,375
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
8,607
|
|
|||||||
Improved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
1,121
|
|
|
—
|
|
|
—
|
|
|
1,121
|
|
|||||||
Unimproved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
7,446
|
|
|
—
|
|
|
—
|
|
|
7,446
|
|
|||||||
Rural
|
—
|
|
|
—
|
|
|
—
|
|
|
1,652
|
|
|
—
|
|
|
—
|
|
|
1,652
|
|
|||||||
Non-strategic / Timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
25,845
|
|
|
—
|
|
|
—
|
|
|
25,845
|
|
|||||||
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total Real Estate Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
36,064
|
|
|
—
|
|
|
—
|
|
|
36,064
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue from Contracts with Customers
|
43,419
|
|
|
31,317
|
|
|
52,964
|
|
|
36,064
|
|
|
39,206
|
|
|
—
|
|
|
202,970
|
|
|||||||
Other Non-Timber Sales, Primarily Lease
|
169
|
|
|
57
|
|
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226
|
|
||||||||
Intersegment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
(6
|
)
|
|
—
|
|
|||||||
Total Revenue
|
|
$43,588
|
|
|
|
$31,374
|
|
|
|
$52,964
|
|
|
|
$36,064
|
|
|
|
$39,212
|
|
|
|
($6
|
)
|
|
|
$203,196
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Pulpwood
|
|
$18,976
|
|
|
|
$3,359
|
|
|
|
$5,161
|
|
|
—
|
|
|
|
$2,837
|
|
|
—
|
|
|
|
$30,333
|
|
||
Sawtimber
|
13,023
|
|
|
21,433
|
|
|
35,579
|
|
|
—
|
|
|
31,140
|
|
|
—
|
|
|
101,175
|
|
|||||||
Hardwood
|
716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
716
|
|
|||||||
Total Timber Sales
|
32,715
|
|
|
24,792
|
|
|
40,740
|
|
|
—
|
|
|
33,977
|
|
|
—
|
|
|
132,224
|
|
|||||||
License Revenue, Primarily from Hunting
|
3,830
|
|
|
97
|
|
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,973
|
|
|||||||
Other Non-Timber Revenue
|
2,390
|
|
|
946
|
|
|
88
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,424
|
|
|||||||
Agency Fee Income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
288
|
|
|||||||
Total Non-Timber Sales
|
6,220
|
|
|
1,043
|
|
|
134
|
|
|
—
|
|
|
288
|
|
|
—
|
|
|
7,685
|
|
|||||||
Improved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Unimproved Development
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Rural
|
—
|
|
|
—
|
|
|
—
|
|
|
6,739
|
|
|
—
|
|
|
—
|
|
|
6,739
|
|
|||||||
Non-strategic / Timberlands
|
—
|
|
|
—
|
|
|
—
|
|
|
5,599
|
|
|
—
|
|
|
—
|
|
|
5,599
|
|
|||||||
Large Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|
41,951
|
|
|
—
|
|
|
—
|
|
|
41,951
|
|
|||||||
Total Real Estate Sales
|
—
|
|
|
—
|
|
|
—
|
|
|
54,289
|
|
|
—
|
|
|
—
|
|
|
|
$54,289
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue from Contracts with Customers
|
38,935
|
|
|
25,835
|
|
|
40,874
|
|
|
54,289
|
|
|
34,265
|
|
|
—
|
|
|
194,198
|
|
|||||||
Other Non-Timber Sales, Primarily Lease
|
203
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
293
|
|
|||||||
Total Revenue
|
|
$39,138
|
|
|
|
$25,925
|
|
|
|
$40,874
|
|
|
|
$54,289
|
|
|
|
$34,265
|
|
|
—
|
|
|
|
$194,491
|
|
Contract Type
|
|
Performance
Obligation
|
|
Timing of
Revenue Recognition
|
|
General
Payment Terms
|
Stumpage Pay-as-Cut
|
|
Right to harvest a unit (i.e. ton, MBF, JAS m3) of standing timber
|
|
As timber is severed
(point-in-time)
|
|
Initial payment between
5% and 20% of estimated contract value; collection generally within 10 days of severance |
Stumpage Lump Sum
|
|
Right to harvest an agreed upon volume of standing timber
|
|
Contract execution
(point-in-time)
|
|
Full payment due upon contract execution
|
Stumpage Agreed Volume
|
|
Right to harvest an agreed upon acreage of standing timber
|
|
As timber is severed (over-time)
|
|
Payments made throughout contract term at the earlier of a specified harvest percentage or time elapsed
|
Delivered Wood (Domestic)
|
|
Delivery of a unit (i.e. ton, MBF, JAS m3) of timber to customer’s facility
|
|
Upon delivery to customer’s facility
(point-in-time)
|
|
No initial payment and on open credit terms; collection generally within 30 days of invoice
|
Delivered Wood (Export)
|
|
Delivery of a unit (i.e. ton, MBF, JAS m3) onto export vessel
|
|
Upon delivery onto export vessel
(point-in-time)
|
|
Letter of credit from an approved bank; collection generally within 30 days of delivery
|
Three Months Ended
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Trading
|
|
Total
|
||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Stumpage Pay-as-Cut
|
|
$22,511
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$22,511
|
|
|||
Stumpage Lump Sum
|
1,818
|
|
|
5,106
|
|
|
—
|
|
|
—
|
|
|
6,924
|
|
|||||
Stumpage Agreed Volume
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total Stumpage
|
24,329
|
|
|
5,106
|
|
|
—
|
|
|
—
|
|
|
29,435
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Delivered Wood (Domestic)
|
13,377
|
|
|
25,381
|
|
|
20,103
|
|
|
937
|
|
|
59,798
|
|
|||||
Delivered Wood (Export)
|
434
|
|
|
—
|
|
|
30,486
|
|
|
38,146
|
|
|
69,066
|
|
|||||
Total Delivered
|
13,811
|
|
|
25,381
|
|
|
50,589
|
|
|
39,083
|
|
|
128,864
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Timber Sales
|
|
$38,140
|
|
|
|
$30,487
|
|
|
|
$50,589
|
|
|
|
$39,083
|
|
|
|
$158,299
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Stumpage Pay-as-Cut
|
|
$20,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$20,102
|
|
|||
Stumpage Lump Sum
|
2,797
|
|
|
2,580
|
|
|
—
|
|
|
—
|
|
|
5,377
|
|
|||||
Stumpage Agreed Volume
|
—
|
|
|
1,180
|
|
|
—
|
|
|
—
|
|
|
1,180
|
|
|||||
Total Stumpage
|
22,899
|
|
|
3,760
|
|
|
—
|
|
|
—
|
|
|
26,659
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Delivered Wood (Domestic)
|
9,816
|
|
|
21,032
|
|
|
18,845
|
|
|
1,007
|
|
|
50,700
|
|
|||||
Delivered Wood (Export)
|
—
|
|
|
—
|
|
|
21,895
|
|
|
32,970
|
|
|
54,865
|
|
|||||
Total Delivered
|
9,816
|
|
|
21,032
|
|
|
40,740
|
|
|
33,977
|
|
|
105,565
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total Timber Sales
|
|
$32,715
|
|
|
|
$24,792
|
|
|
|
$40,740
|
|
|
|
$33,977
|
|
|
|
$132,224
|
|
3.
|
JOINT VENTURE INVESTMENT
|
4.
|
SEGMENT AND GEOGRAPHICAL INFORMATION
|
|
|
|
|
|
(a)
|
The three months ended March 31, 2017 includes
$42.0 million
of Large Dispositions.
|
|
Three Months Ended March 31,
|
||||||
OPERATING INCOME (LOSS)
|
2018
|
|
2017
|
||||
Southern Timber
|
|
$12,227
|
|
|
|
$13,939
|
|
Pacific Northwest Timber
|
4,674
|
|
|
(878
|
)
|
||
New Zealand Timber
|
15,957
|
|
|
10,243
|
|
||
Real Estate (a)
|
28,054
|
|
|
29,665
|
|
||
Trading
|
149
|
|
|
1,097
|
|
||
Corporate and other
|
(3,987
|
)
|
|
(4,805
|
)
|
||
Total Operating Income
|
57,074
|
|
|
49,261
|
|
||
Unallocated interest expense and other
|
(7,432
|
)
|
|
(7,897
|
)
|
||
Total Income before Income Taxes
|
|
$49,642
|
|
|
|
$41,364
|
|
|
|
|
|
|
(a)
|
The three months ended March 31, 2017 includes
$28.2 million
of Large Dispositions.
|
|
Three Months Ended March 31,
|
||||||
DEPRECIATION, DEPLETION AND AMORTIZATION
|
2018
|
|
2017
|
||||
Southern Timber
|
|
$15,979
|
|
|
|
$12,452
|
|
Pacific Northwest Timber
|
9,504
|
|
|
10,210
|
|
||
New Zealand Timber
|
5,717
|
|
|
5,407
|
|
||
Real Estate (a)
|
3,066
|
|
|
10,707
|
|
||
Trading
|
—
|
|
|
—
|
|
||
Corporate and other
|
271
|
|
|
100
|
|
||
Total
|
|
$34,537
|
|
|
|
$38,876
|
|
|
|
|
|
|
(a)
|
The three months ended March 31, 2017 includes
$8.1 million
from Large Dispositions.
|
|
Three Months Ended March 31,
|
||||||
NON-CASH COST OF LAND AND IMPROVED DEVELOPMENT
|
2018
|
|
2017
|
||||
Southern Timber
|
—
|
|
|
—
|
|
||
Pacific Northwest Timber
|
—
|
|
|
—
|
|
||
New Zealand Timber
|
—
|
|
|
—
|
|
||
Real Estate (a)
|
1,624
|
|
|
10,222
|
|
||
Trading
|
—
|
|
|
—
|
|
||
Total
|
|
$1,624
|
|
|
|
$10,222
|
|
|
|
|
|
|
(a)
|
The three months ended March 31, 2017 includes
$5.7 million
from Large Dispositions.
|
5.
|
DEBT
|
|
March 31, 2018
|
||
Term Credit Agreement borrowings due 2024 at a variable interest rate of 3.3% at March 31, 2018 (a)
|
|
$350,000
|
|
Senior Notes due 2022 at a fixed interest rate of 3.75%
|
325,000
|
|
|
Incremental Term Loan Agreement borrowings due 2026 at a variable interest rate of 3.6% at March 31, 2018 (b)
|
300,000
|
|
|
Revolving Credit Facility borrowings due 2020 at an average variable interest rate of 3.1% at March 31, 2018
|
24,000
|
|
|
Total debt
|
999,000
|
|
|
Less: Deferred financing costs
|
(2,855
|
)
|
|
Long-term debt, net of deferred financing costs
|
|
$996,145
|
|
|
|
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
2020
|
24,000
|
|
|
2021
|
—
|
|
|
2022
|
325,000
|
|
|
Thereafter
|
650,000
|
|
|
Total Debt
|
|
$999,000
|
|
6.
|
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
|
Higher and Better Use Timberlands and Real Estate Development Investments
|
||||||||||
|
Land and Timber
|
|
Development Investments
|
|
Total
|
||||||
Non-current portion at December 31, 2017
|
|
$59,653
|
|
|
|
$21,144
|
|
|
|
$80,797
|
|
Plus: Current portion (a)
|
6,702
|
|
|
11,648
|
|
|
18,350
|
|
|||
Total Balance at December 31, 2017
|
66,355
|
|
|
32,792
|
|
|
99,147
|
|
|||
Non-cash cost of land and improved development
|
(486
|
)
|
|
(999
|
)
|
|
(1,485
|
)
|
|||
Timber depletion from harvesting activities and basis of timber sold in real estate sales
|
(258
|
)
|
|
—
|
|
|
(258
|
)
|
|||
Capitalized real estate development investments (b)
|
—
|
|
|
2,340
|
|
|
2,340
|
|
|||
Intersegment transfers
|
773
|
|
|
—
|
|
|
773
|
|
|||
Total Balance at March 31, 2018
|
66,384
|
|
|
34,133
|
|
|
100,517
|
|
|||
Less: Current portion (a)
|
(3,828
|
)
|
|
(8,987
|
)
|
|
(12,815
|
)
|
|||
Non-current portion at March 31, 2018
|
|
$62,556
|
|
|
|
$25,146
|
|
|
|
$87,702
|
|
|
|
|
|
|
(a)
|
The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See
Note 16 — Inventory
for additional information.
|
(b)
|
Capitalized real estate development investments include
$0.2 million
of capitalized interest.
|
|
Operating
Leases
|
|
Timberland
Leases (a)
|
|
Commitments (b)
|
|
Total
|
||||||||
Remaining 2018
|
|
$878
|
|
|
|
$7,415
|
|
|
|
$6,996
|
|
|
|
$15,289
|
|
2019
|
947
|
|
|
9,389
|
|
|
4,279
|
|
|
14,615
|
|
||||
2020
|
755
|
|
|
9,124
|
|
|
3,982
|
|
|
13,861
|
|
||||
2021
|
636
|
|
|
8,947
|
|
|
1,877
|
|
|
11,460
|
|
||||
2022
|
629
|
|
|
8,894
|
|
|
1,539
|
|
|
11,062
|
|
||||
Thereafter (c)
|
703
|
|
|
157,168
|
|
|
1,507
|
|
|
159,378
|
|
||||
|
|
$4,548
|
|
|
|
$200,937
|
|
|
|
$20,180
|
|
|
|
$225,665
|
|
|
|
|
|
|
(a)
|
The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or market rates.
|
(b)
|
Commitments include $
2.4 million
of pension contribution requirements remaining in 2018 based on actuarially determined estimates and IRS minimum funding requirements, payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps), construction of the Company’s Wildlight development project and other purchase obligations. For additional information on the pension contribution see Note 15 —
Employee Benefit Plans
in the 2017 Form 10-K.
|
(c)
|
Includes
20 years
of future minimum payments for perpetual Crown Forest Licenses (“CFL”). A CFL consists of a license to use public or government owned land to operate a commercial forest. The CFL's extend indefinitely and may only be terminated upon a
35
-year termination notice from the government. If no termination notice is given, the CFLs renew automatically each year for a
one
-year term. As of
March 31, 2018
, the New Zealand JV has
three
CFL’s under termination notice that are currently being relinquished as harvest activities are concluding, as well as
two
fixed term CFL’s expiring in 2062. The annual license fee is determined based on current market rental value, with triennial rent reviews.
|
9.
|
CONTINGENCIES
|
10.
|
GUARANTEES
|
Financial Commitments
|
|
Maximum Potential
Payment
|
|
Carrying Amount
of Associated Liability
|
||||
Standby letters of credit (a)
|
|
|
$10,353
|
|
|
—
|
|
|
Guarantees (b)
|
|
2,254
|
|
|
43
|
|
||
Surety bonds (c)
|
|
1,284
|
|
|
—
|
|
||
Total financial commitments
|
|
|
$13,891
|
|
|
|
$43
|
|
|
|
|
|
|
(a)
|
Approximately
$9.2 million
of the standby letters of credit serve as credit support for infrastructure at the Company’s Wildlight development project. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation. These letters of credit will expire at various dates during 2018 and will be renewed as required.
|
(b)
|
In conjunction with a timberland sale and note monetization in 2004, the Company issued a make-whole agreement pursuant to which it guaranteed
$2.3 million
of obligations of a special-purpose entity that was established to complete the monetization. At
March 31, 2018
, the Company has a
de minimis liability
to reflect the fair market value of its obligation to perform under the make-whole agreement.
|
(c)
|
Rayonier issues surety bonds primarily to secure timber harvesting obligations in the State of Washington and to provide collateral for outstanding claims under the Company’s previous workers’ compensation self-insurance programs in Washington and Florida. Rayonier has also obtained performance bonds to secure the development activity at the Company’s Wildlight development project. These surety bonds expire at various dates during 2018 and 2019 and are expected to be renewed as required.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net Income
|
|
$42,706
|
|
|
|
$35,083
|
|
Less: Net income attributable to noncontrolling interest
|
2,167
|
|
|
1,240
|
|
||
Net income attributable to Rayonier Inc.
|
|
$40,539
|
|
|
|
$33,843
|
|
|
|
|
|
||||
Shares used for determining basic earnings per common share
|
128,801,210
|
|
|
123,587,901
|
|
||
Dilutive effect of:
|
|
|
|
||||
Stock options
|
78,475
|
|
|
106,690
|
|
||
Performance and restricted shares
|
672,712
|
|
|
228,275
|
|
||
Shares used for determining diluted earnings per common share
|
129,552,397
|
|
|
123,922,866
|
|
||
|
|
|
|
||||
Basic earnings per common share attributable to Rayonier Inc.:
|
|
$0.31
|
|
|
|
$0.27
|
|
|
|
|
|
||||
Diluted earnings per common share attributable to Rayonier Inc.:
|
|
$0.31
|
|
|
|
$0.27
|
|
|
Three Months Ended March 31,
|
||||
|
2018
|
|
2017
|
||
Anti-dilutive shares excluded from the computations of diluted earnings per share:
|
|
|
|
||
Stock options
|
171,819
|
|
|
592,653
|
|
12.
|
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
|
Outstanding Interest Rate Swaps (a)
|
|||||||||
Date Entered Into
|
Term
|
Notional Amount
|
Related Debt Facility
|
Fixed Rate of Swap
|
Bank Margin on Debt
|
Total Effective Interest Rate (b)
|
|||
August 2015
|
9 years
|
$170,000
|
Term Credit Agreement
|
2.20
|
%
|
1.63
|
%
|
3.83
|
%
|
August 2015
|
9 years
|
180,000
|
Term Credit Agreement
|
2.35
|
%
|
1.63
|
%
|
3.98
|
%
|
April 2016
|
10 years
|
100,000
|
Incremental Term Loan
|
1.60
|
%
|
1.90
|
%
|
3.50
|
%
|
April 2016
|
10 years
|
100,000
|
Incremental Term Loan
|
1.60
|
%
|
1.90
|
%
|
3.50
|
%
|
July 2016
|
10 years
|
100,000
|
Incremental Term Loan
|
1.26
|
%
|
1.90
|
%
|
3.16
|
%
|
|
|
|
|
|
(a)
|
All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
|
(b)
|
Rate is before estimated patronage payments.
|
|
Notional Amount
|
||||||
|
March 31, 2018
|
|
December 31, 2017
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
||||
Foreign currency exchange contracts
|
|
$87,400
|
|
|
|
$107,400
|
|
Foreign currency option contracts
|
34,000
|
|
|
48,000
|
|
||
Interest rate swaps
|
650,000
|
|
|
650,000
|
|
||
|
|
|
|
||||
Derivatives designated as a net investment hedge:
|
|
|
|
||||
Foreign currency exchange contract
|
26,788
|
|
|
—
|
|
||
|
|
|
|
||||
Derivative not designated as a hedging instrument:
|
|
|
|
||||
Foreign currency exchange contracts
|
25,883
|
|
|
18,439
|
|
|
Location on Balance Sheet
|
|
Fair Value Assets / (Liabilities) (a)
|
||||||
|
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Derivatives designated as cash flow hedges:
|
|
|
|
|
|||||
Foreign currency exchange contracts
|
Other current assets
|
|
|
$3,736
|
|
|
|
$2,286
|
|
|
Other assets
|
|
304
|
|
|
538
|
|
||
|
Other current liabilities
|
|
(21
|
)
|
|
(37
|
)
|
||
Foreign currency option contracts
|
Other current assets
|
|
572
|
|
|
389
|
|
||
|
Other assets
|
|
—
|
|
|
137
|
|
||
|
Other current liabilities
|
|
(68
|
)
|
|
(119
|
)
|
||
|
Other non-current liabilities
|
|
—
|
|
|
(55
|
)
|
||
Interest rate swaps
|
Other assets
|
|
31,037
|
|
|
17,473
|
|
||
|
Other non-current liabilities
|
|
—
|
|
|
(2,033
|
)
|
||
|
|
|
|
|
|
||||
Derivatives designated as net investment hedges:
|
|
|
|
|
|||||
Foreign currency exchange contract
|
Other current assets
|
|
110
|
|
|
—
|
|
||
|
|
|
|
|
|
||||
Derivative not designated as a hedging instrument:
|
|
|
|
|
|||||
Foreign currency exchange contracts
|
Other current assets
|
|
238
|
|
|
209
|
|
||
|
Other current liabilities
|
|
(155
|
)
|
|
(189
|
)
|
||
|
|
|
|
|
|
||||
Total derivative contracts:
|
|
|
|
|
|
||||
Other current assets
|
|
|
|
$4,656
|
|
|
|
$2,884
|
|
Other assets
|
|
|
31,341
|
|
|
18,148
|
|
||
Total derivative assets
|
|
|
|
$35,997
|
|
|
|
$21,032
|
|
|
|
|
|
|
|
||||
Other current liabilities
|
|
|
(244
|
)
|
|
(345
|
)
|
||
Other non-current liabilities
|
|
|
—
|
|
|
(2,088
|
)
|
||
Total derivative liabilities
|
|
|
|
($244
|
)
|
|
|
($2,433
|
)
|
|
|
|
|
|
(a)
|
See
Note 13 — Fair Value Measurements
for further information on the fair value of the Company’s derivatives including their classification within the fair value hierarchy.
|
13.
|
FAIR VALUE MEASUREMENTS
|
|
March 31, 2018
|
|
December 31, 2017
|
||||||||||||||||||
Asset (Liability) (a)
|
Carrying
Amount
|
|
Fair Value
|
|
Carrying
Amount
|
|
Fair Value
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
|
Level 1
|
|
Level 2
|
|||||||||||||
Cash and cash equivalents
|
|
$92,785
|
|
|
|
$92,785
|
|
|
—
|
|
|
|
$112,653
|
|
|
|
$112,653
|
|
|
—
|
|
Restricted cash (b)
|
84,903
|
|
|
84,903
|
|
|
—
|
|
|
59,703
|
|
|
59,703
|
|
|
—
|
|
||||
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,375
|
)
|
|
—
|
|
|
(3,375
|
)
|
||||
Long-term debt (c)
|
(996,145
|
)
|
|
—
|
|
|
(999,910
|
)
|
|
(1,022,004
|
)
|
|
—
|
|
|
(1,030,135
|
)
|
||||
Interest rate swaps (d)
|
31,037
|
|
|
—
|
|
|
31,037
|
|
|
15,440
|
|
|
—
|
|
|
15,440
|
|
||||
Foreign currency exchange contracts (d)
|
4,212
|
|
|
—
|
|
|
4,212
|
|
|
2,807
|
|
|
—
|
|
|
2,807
|
|
||||
Foreign currency option contracts (d)
|
505
|
|
|
—
|
|
|
505
|
|
|
352
|
|
|
—
|
|
|
352
|
|
|
|
|
|
|
(a)
|
The Company did not have Level 3 assets or liabilities at
March 31, 2018
and
December 31, 2017
.
|
(b)
|
Restricted cash represents the proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow for a real estate sale. See
Note 17 — Restricted Cash
for additional information.
|
(c)
|
The carrying amount of long-term debt is presented net of capitalized debt costs on non-revolving debt.
|
(d)
|
See
Note 12 — Derivative Financial Instruments and Hedging Activities
for information regarding the Consolidated Balance Sheets classification of the Company’s derivative financial instruments.
|
14.
|
EMPLOYEE BENEFIT PLANS
|
Components of Net Periodic Benefit (Credit) Cost
|
Income Statement Location (a)
|
|
Pension
|
|
Postretirement
|
||||||||||||
|
Three Months Ended March 31,
|
|
Three Months Ended March 31,
|
||||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||||
Components of Net Periodic Benefit (Credit) Cost
|
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
Selling and general expenses
|
|
—
|
|
|
—
|
|
|
|
$2
|
|
|
|
$2
|
|
||
Interest cost
|
Interest and other miscellaneous income, net
|
|
751
|
|
|
815
|
|
|
12
|
|
|
13
|
|
||||
Expected return on plan assets (b)
|
Interest and other miscellaneous income, net
|
|
(982
|
)
|
|
(945
|
)
|
|
—
|
|
|
—
|
|
||||
Amortization of losses
|
Interest and other miscellaneous income, net
|
|
159
|
|
|
116
|
|
|
1
|
|
|
—
|
|
||||
Net periodic benefit (credit) cost
|
|
|
|
($72
|
)
|
|
|
($14
|
)
|
|
|
$15
|
|
|
|
$15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
Due to the adoption of ASU No. 2017-07, the service cost component of net periodic benefit (credit) cost is now recorded to “Selling and general expenses” in the Consolidated Statements of Income and Comprehensive Income with other compensation costs arising from services rendered by employees during the period. The other components of net periodic benefit (credit) cost (interest cost, expected return on plan assets and amortization of losses) are now recorded to “
Interest and other miscellaneous income, net
” in the Consolidated Statements of Income. Prior period amounts have been reclassified to conform to current period presentation. See
Note 1 — Basis of Presentation
for additional information.
|
(b)
|
The weighted-average expected long-term rate of return on plan assets used in computing 2018 net periodic benefit cost for pension benefits is
7.2%
.
|
15.
|
OTHER OPERATING INCOME, NET
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Foreign currency (expense) income
|
|
($753
|
)
|
|
|
$237
|
|
Gain on sale or disposal of property and equipment
|
15
|
|
|
1
|
|
||
Gain on foreign currency exchange and option contracts
|
1,433
|
|
|
728
|
|
||
Log trading marketing fees
|
70
|
|
|
179
|
|
||
Income from the sale of unused Internet Protocol addresses
|
646
|
|
|
—
|
|
||
Miscellaneous (expense) income, net
|
(42
|
)
|
|
43
|
|
||
Total
|
|
$1,369
|
|
|
|
$1,188
|
|
16.
|
INVENTORY
|
|
March 31, 2018
|
|
December 31, 2017
|
||||
Finished goods inventory
|
|
|
|
||||
Real estate inventory (a)
|
|
$12,815
|
|
|
|
$18,350
|
|
Log inventory
|
7,178
|
|
|
5,791
|
|
||
Total inventory
|
|
$19,993
|
|
|
|
$24,141
|
|
|
|
|
|
|
(a)
|
Represents cost of HBU real estate (including capitalized development investments) expected to be sold within 12 months. See
Note 6 — Higher And Better Use Timberlands And Real Estate Development Investments
for additional information.
|
17.
|
RESTRICTED CASH
|
|
March 31, 2018
|
|
Restricted cash deposited with LKE intermediary
|
$84,353
|
|
Restricted cash held in escrow
|
550
|
|
Total restricted cash shown in the Consolidated Balance Sheets
|
84,903
|
|
Cash and cash equivalents
|
92,785
|
|
Total cash, cash equivalents and restricted cash shown in the Consolidated Statements of Cash Flows
|
$177,688
|
18.
|
ASSETS HELD FOR SALE
|
19.
|
ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
Foreign currency translation gains
|
|
Net investment hedges of New Zealand JV
|
|
Cash flow hedges
|
|
Employee benefit plans
|
|
Total
|
||||||||||
Balance as of December 31, 2016
|
|
$8,559
|
|
|
|
$1,665
|
|
|
|
$10,831
|
|
|
|
($20,199
|
)
|
|
|
$856
|
|
Other comprehensive income before reclassifications
|
7,416
|
|
|
—
|
|
|
7,321
|
|
|
(673
|
)
|
|
14,064
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
(1,968
|
)
|
|
465
|
|
(b)
|
(1,503
|
)
|
|||||
Net other comprehensive income/(loss)
|
7,416
|
|
|
—
|
|
|
5,353
|
|
|
(208
|
)
|
|
12,561
|
|
|||||
Balance as of December 31, 2017
|
|
$15,975
|
|
|
|
$1,665
|
|
|
|
$16,184
|
|
|
|
($20,407
|
)
|
|
|
$13,417
|
|
Other comprehensive income before reclassifications
|
7,496
|
|
|
110
|
|
|
17,176
|
|
(a)
|
—
|
|
|
24,782
|
|
|||||
Amounts reclassified from accumulated other comprehensive income
|
—
|
|
|
—
|
|
|
(795
|
)
|
|
159
|
|
(b)
|
(636
|
)
|
|||||
Net other comprehensive income
|
7,496
|
|
|
110
|
|
|
16,381
|
|
|
159
|
|
|
24,146
|
|
|||||
Balance as of March 31, 2018
|
|
$23,471
|
|
|
|
$1,775
|
|
|
|
$32,565
|
|
|
|
($20,248
|
)
|
|
|
$37,563
|
|
|
|
|
|
|
(a)
|
Includes
$15.6 million
of other comprehensive gain related to interest rate swaps. See
Note 12 — Derivative Financial Instruments and Hedging Activities
for additional information.
|
(b)
|
This component of other comprehensive income is included in the computation of net periodic pension cost. See
Note 14 — Employee Benefit Plans
for additional information.
|
Details about accumulated other comprehensive income components
|
|
Amount reclassified from accumulated other comprehensive income
|
|
Affected line item in the income statement
|
||||||
|
|
March 31, 2018
|
|
March 31, 2017
|
|
|
||||
Realized gain on foreign currency exchange contracts
|
|
|
($1,297
|
)
|
|
|
($446
|
)
|
|
Other operating income, net
|
Realized gain on foreign currency option contracts
|
|
(136
|
)
|
|
(282
|
)
|
|
Other operating income, net
|
||
Noncontrolling interest
|
|
330
|
|
|
168
|
|
|
Comprehensive income attributable to noncontrolling interest
|
||
Income tax expense from gain on foreign currency contracts
|
|
308
|
|
|
156
|
|
|
Income tax expense
|
||
Net gain from accumulated other comprehensive income
|
|
|
($795
|
)
|
|
|
($404
|
)
|
|
|
20.
|
CONSOLIDATING FINANCIAL STATEMENTS
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
|
||||||||||||||||||
|
For the Three Months Ended March 31, 2018
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$203,196
|
|
|
—
|
|
|
|
$203,196
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
138,488
|
|
|
—
|
|
|
138,488
|
|
|||||
Selling and general expenses
|
—
|
|
|
4,389
|
|
|
4,614
|
|
|
—
|
|
|
9,003
|
|
|||||
Other operating expense (income), net
|
13
|
|
|
(635
|
)
|
|
(747
|
)
|
|
—
|
|
|
(1,369
|
)
|
|||||
|
13
|
|
|
3,754
|
|
|
142,355
|
|
|
—
|
|
|
146,122
|
|
|||||
OPERATING (LOSS) INCOME
|
(13
|
)
|
|
(3,754
|
)
|
|
60,841
|
|
|
—
|
|
|
57,074
|
|
|||||
Interest expense
|
(3,139
|
)
|
|
(4,653
|
)
|
|
(260
|
)
|
|
—
|
|
|
(8,052
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
2,628
|
|
|
765
|
|
|
(2,773
|
)
|
|
—
|
|
|
620
|
|
|||||
Equity in income from subsidiaries
|
41,063
|
|
|
48,828
|
|
|
—
|
|
|
(89,891
|
)
|
|
—
|
|
|||||
INCOME BEFORE INCOME TAXES
|
40,539
|
|
|
41,186
|
|
|
57,808
|
|
|
(89,891
|
)
|
|
49,642
|
|
|||||
Income tax expense
|
—
|
|
|
(123
|
)
|
|
(6,813
|
)
|
|
—
|
|
|
(6,936
|
)
|
|||||
NET INCOME
|
40,539
|
|
|
41,063
|
|
|
50,995
|
|
|
(89,891
|
)
|
|
42,706
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2,167
|
|
|
—
|
|
|
2,167
|
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
40,539
|
|
|
41,063
|
|
|
48,828
|
|
|
(89,891
|
)
|
|
40,539
|
|
|||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment, net of income tax
|
7,606
|
|
|
111
|
|
|
9,577
|
|
|
(7,606
|
)
|
|
9,688
|
|
|||||
Cash flow hedges, net of income tax
|
16,381
|
|
|
15,598
|
|
|
1,017
|
|
|
(16,381
|
)
|
|
16,615
|
|
|||||
Amortization of pension and postretirement plans, net of income tax
|
159
|
|
|
159
|
|
|
—
|
|
|
(159
|
)
|
|
159
|
|
|||||
Total other comprehensive income
|
24,146
|
|
|
15,868
|
|
|
10,594
|
|
|
(24,146
|
)
|
|
26,462
|
|
|||||
COMPREHENSIVE INCOME
|
64,685
|
|
|
56,931
|
|
|
61,589
|
|
|
(114,037
|
)
|
|
69,168
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
4,483
|
|
|
—
|
|
|
4,483
|
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$64,685
|
|
|
|
$56,931
|
|
|
|
$57,106
|
|
|
|
($114,037
|
)
|
|
|
$64,685
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
|
||||||||||||||||||
|
For the Three Months Ended March 31, 2017
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
SALES
|
—
|
|
|
—
|
|
|
|
$194,491
|
|
|
—
|
|
|
|
$194,491
|
|
|||
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
—
|
|
|
—
|
|
|
136,828
|
|
|
—
|
|
|
136,828
|
|
|||||
Selling and general expenses
|
—
|
|
|
3,536
|
|
|
6,054
|
|
|
—
|
|
|
9,590
|
|
|||||
Other operating expense (income), net
|
—
|
|
|
111
|
|
|
(1,299
|
)
|
|
—
|
|
|
(1,188
|
)
|
|||||
|
—
|
|
|
3,647
|
|
|
141,583
|
|
|
—
|
|
|
145,230
|
|
|||||
OPERATING (LOSS) INCOME
|
—
|
|
|
(3,647
|
)
|
|
52,908
|
|
|
—
|
|
|
49,261
|
|
|||||
Interest expense
|
(3,139
|
)
|
|
(4,858
|
)
|
|
(418
|
)
|
|
—
|
|
|
(8,415
|
)
|
|||||
Interest and miscellaneous income (expense), net
|
2,202
|
|
|
689
|
|
|
(2,373
|
)
|
|
—
|
|
|
518
|
|
|||||
Equity in income from subsidiaries
|
34,780
|
|
|
42,744
|
|
|
—
|
|
|
(77,524
|
)
|
|
—
|
|
|||||
INCOME BEFORE INCOME TAXES
|
33,843
|
|
|
34,928
|
|
|
50,117
|
|
|
(77,524
|
)
|
|
41,364
|
|
|||||
Income tax expense
|
—
|
|
|
(148
|
)
|
|
(6,133
|
)
|
|
—
|
|
|
(6,281
|
)
|
|||||
NET INCOME
|
33,843
|
|
|
34,780
|
|
|
43,984
|
|
|
(77,524
|
)
|
|
35,083
|
|
|||||
Less: Net income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,240
|
|
|
—
|
|
|
1,240
|
|
|||||
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
|
33,843
|
|
|
34,780
|
|
|
42,744
|
|
|
(77,524
|
)
|
|
33,843
|
|
|||||
OTHER COMPREHENSIVE INCOME
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment, net of income tax
|
2,002
|
|
|
—
|
|
|
2,432
|
|
|
(2,002
|
)
|
|
2,432
|
|
|||||
Cash flow hedges, net of income tax
|
2,572
|
|
|
2,633
|
|
|
(80
|
)
|
|
(2,572
|
)
|
|
2,553
|
|
|||||
Amortization of pension and postretirement plans, net of income tax
|
116
|
|
|
116
|
|
|
—
|
|
|
(116
|
)
|
|
116
|
|
|||||
Total other comprehensive income
|
4,690
|
|
|
2,749
|
|
|
2,352
|
|
|
(4,690
|
)
|
|
5,101
|
|
|||||
COMPREHENSIVE INCOME
|
38,533
|
|
|
37,529
|
|
|
46,336
|
|
|
(82,214
|
)
|
|
40,184
|
|
|||||
Less: Comprehensive income attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
1,651
|
|
|
—
|
|
|
1,651
|
|
|||||
COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
|
|
$38,533
|
|
|
|
$37,529
|
|
|
|
$44,685
|
|
|
|
($82,214
|
)
|
|
|
$38,533
|
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
||||||||||||||||||
|
As of March 31, 2018
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$34,837
|
|
|
|
$18,651
|
|
|
|
$39,297
|
|
|
—
|
|
|
|
$92,785
|
|
|
Accounts receivable, less allowance for doubtful accounts
|
1,995
|
|
|
946
|
|
|
34,852
|
|
|
—
|
|
|
37,793
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
19,993
|
|
|
—
|
|
|
19,993
|
|
|||||
Prepaid expenses
|
—
|
|
|
882
|
|
|
15,554
|
|
|
—
|
|
|
16,436
|
|
|||||
Assets held for sale
|
—
|
|
|
—
|
|
|
24,552
|
|
|
—
|
|
|
24,552
|
|
|||||
Other current assets
|
—
|
|
|
216
|
|
|
4,719
|
|
|
—
|
|
|
4,935
|
|
|||||
Total current assets
|
36,832
|
|
|
20,695
|
|
|
138,967
|
|
|
—
|
|
|
196,494
|
|
|||||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
—
|
|
|
—
|
|
|
2,424,675
|
|
|
—
|
|
|
2,424,675
|
|
|||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
—
|
|
|
—
|
|
|
87,702
|
|
|
—
|
|
|
87,702
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
17,693
|
|
|
5,483
|
|
|
—
|
|
|
23,176
|
|
|||||
RESTRICTED CASH
|
—
|
|
|
—
|
|
|
84,903
|
|
|
—
|
|
|
84,903
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,583,443
|
|
|
2,822,945
|
|
|
—
|
|
|
(4,406,388
|
)
|
|
—
|
|
|||||
INTERCOMPANY RECEIVABLE
|
43,396
|
|
|
(627,022
|
)
|
|
583,626
|
|
|
—
|
|
|
—
|
|
|||||
OTHER ASSETS
|
2
|
|
|
26,471
|
|
|
34,949
|
|
|
—
|
|
|
61,422
|
|
|||||
TOTAL ASSETS
|
|
$1,663,673
|
|
|
|
$2,260,782
|
|
|
|
$3,360,305
|
|
|
|
($4,406,388
|
)
|
|
|
$2,878,372
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
|
$3,453
|
|
|
|
$23,629
|
|
|
—
|
|
|
|
$27,082
|
|
||
Accrued taxes
|
—
|
|
|
7
|
|
|
3,576
|
|
|
—
|
|
|
3,583
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
2,074
|
|
|
1,686
|
|
|
—
|
|
|
3,760
|
|
|||||
Accrued interest
|
6,094
|
|
|
2,000
|
|
|
6
|
|
|
—
|
|
|
8,100
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
7,901
|
|
|
—
|
|
|
7,901
|
|
|||||
Other current liabilities
|
1,995
|
|
|
546
|
|
|
12,550
|
|
|
—
|
|
|
15,091
|
|
|||||
Total current liabilities
|
8,089
|
|
|
8,080
|
|
|
49,348
|
|
|
—
|
|
|
65,517
|
|
|||||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
|
323,526
|
|
|
648,619
|
|
|
24,000
|
|
|
—
|
|
|
996,145
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
31,821
|
|
|
(684
|
)
|
|
—
|
|
|
31,137
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
7,780
|
|
|
41,620
|
|
|
—
|
|
|
49,400
|
|
|||||
INTERCOMPANY PAYABLE
|
(299,715
|
)
|
|
(18,961
|
)
|
|
318,676
|
|
|
—
|
|
|
—
|
|
|||||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,631,773
|
|
|
1,583,443
|
|
|
2,822,945
|
|
|
(4,406,388
|
)
|
|
1,631,773
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
104,400
|
|
|
—
|
|
|
104,400
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,631,773
|
|
|
1,583,443
|
|
|
2,927,345
|
|
|
(4,406,388
|
)
|
|
1,736,173
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$1,663,673
|
|
|
|
$2,260,782
|
|
|
|
$3,360,305
|
|
|
|
($4,406,388
|
)
|
|
|
$2,878,372
|
|
|
CONDENSED CONSOLIDATING BALANCE SHEETS
|
||||||||||||||||||
|
As of December 31, 2017
|
||||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$48,564
|
|
|
|
$25,042
|
|
|
|
$39,047
|
|
|
—
|
|
|
|
$112,653
|
|
|
Accounts receivable, less allowance for doubtful accounts
|
—
|
|
|
3,726
|
|
|
23,967
|
|
|
—
|
|
|
27,693
|
|
|||||
Inventory
|
—
|
|
|
—
|
|
|
24,141
|
|
|
—
|
|
|
24,141
|
|
|||||
Prepaid expenses
|
—
|
|
|
759
|
|
|
15,234
|
|
|
—
|
|
|
15,993
|
|
|||||
Other current assets
|
—
|
|
|
14
|
|
|
3,033
|
|
|
—
|
|
|
3,047
|
|
|||||
Total current assets
|
48,564
|
|
|
29,541
|
|
|
105,422
|
|
|
—
|
|
|
183,527
|
|
|||||
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION
|
—
|
|
|
—
|
|
|
2,462,066
|
|
|
—
|
|
|
2,462,066
|
|
|||||
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
|
—
|
|
|
—
|
|
|
80,797
|
|
|
—
|
|
|
80,797
|
|
|||||
NET PROPERTY, PLANT AND EQUIPMENT
|
—
|
|
|
21
|
|
|
23,357
|
|
|
—
|
|
|
23,378
|
|
|||||
RESTRICTED CASH
|
—
|
|
|
—
|
|
|
59,703
|
|
|
—
|
|
|
59,703
|
|
|||||
INVESTMENT IN SUBSIDIARIES
|
1,531,156
|
|
|
2,814,408
|
|
|
—
|
|
|
(4,345,564
|
)
|
|
—
|
|
|||||
INTERCOMPANY RECEIVABLE
|
40,067
|
|
|
(628,167
|
)
|
|
588,100
|
|
|
—
|
|
|
—
|
|
|||||
OTHER ASSETS
|
2
|
|
|
12,680
|
|
|
36,328
|
|
|
—
|
|
|
49,010
|
|
|||||
TOTAL ASSETS
|
|
$1,619,789
|
|
|
|
$2,228,483
|
|
|
|
$3,355,773
|
|
|
|
($4,345,564
|
)
|
|
|
$2,858,481
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
—
|
|
|
|
$2,838
|
|
|
|
$22,310
|
|
|
—
|
|
|
|
$25,148
|
|
||
Current maturities of long-term debt
|
—
|
|
|
—
|
|
|
3,375
|
|
|
—
|
|
|
3,375
|
|
|||||
Accrued taxes
|
—
|
|
|
48
|
|
|
3,733
|
|
|
—
|
|
|
3,781
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
5,298
|
|
|
4,364
|
|
|
—
|
|
|
9,662
|
|
|||||
Accrued interest
|
3,047
|
|
|
1,995
|
|
|
12
|
|
|
—
|
|
|
5,054
|
|
|||||
Deferred revenue
|
—
|
|
|
—
|
|
|
9,721
|
|
|
—
|
|
|
9,721
|
|
|||||
Other current liabilities
|
—
|
|
|
564
|
|
|
11,243
|
|
|
—
|
|
|
11,807
|
|
|||||
Total current liabilities
|
3,047
|
|
|
10,743
|
|
|
54,758
|
|
|
—
|
|
|
68,548
|
|
|||||
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS
|
323,434
|
|
|
663,570
|
|
|
35,000
|
|
|
—
|
|
|
1,022,004
|
|
|||||
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
—
|
|
|
32,589
|
|
|
(684
|
)
|
|
—
|
|
|
31,905
|
|
|||||
OTHER NON-CURRENT LIABILITIES
|
—
|
|
|
9,386
|
|
|
33,698
|
|
|
—
|
|
|
43,084
|
|
|||||
INTERCOMPANY PAYABLE
|
(299,715
|
)
|
|
(18,961
|
)
|
|
318,676
|
|
|
—
|
|
|
—
|
|
|||||
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY
|
1,593,023
|
|
|
1,531,156
|
|
|
2,814,408
|
|
|
(4,345,564
|
)
|
|
1,593,023
|
|
|||||
Noncontrolling interest
|
—
|
|
|
—
|
|
|
99,917
|
|
|
—
|
|
|
99,917
|
|
|||||
TOTAL SHAREHOLDERS’ EQUITY
|
1,593,023
|
|
|
1,531,156
|
|
|
2,914,325
|
|
|
(4,345,564
|
)
|
|
1,692,940
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
$1,619,789
|
|
|
|
$2,228,483
|
|
|
|
$3,355,773
|
|
|
|
($4,345,564
|
)
|
|
|
$2,858,481
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
|||||||||||||||||
|
For the Three Months Ended March 31, 2018
|
|||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
|||||||||
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
|
|
($701
|
)
|
|
|
$37,055
|
|
|
|
$41,881
|
|
|
—
|
|
|
|
$78,235
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
—
|
|
|
(35
|
)
|
|
(13,157
|
)
|
|
—
|
|
|
(13,192
|
)
|
||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(2,340
|
)
|
|
—
|
|
|
(2,340
|
)
|
||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||
Investment in subsidiaries
|
—
|
|
|
31,654
|
|
|
—
|
|
|
(31,654
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(2,105
|
)
|
|
—
|
|
|
(2,105
|
)
|
||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
31,619
|
|
|
(17,614
|
)
|
|
(31,654
|
)
|
|
(17,649
|
)
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Repayment of debt
|
—
|
|
|
(26,000
|
)
|
|
(3,375
|
)
|
|
—
|
|
|
(29,375
|
)
|
||||
Dividends paid
|
(32,123
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,123
|
)
|
||||
Proceeds from the issuance of common shares under incentive stock plan
|
5,455
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,455
|
|
||||
Repurchase of common shares under share repurchase program
|
(18
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
||||
Intercompany distributions
|
13,660
|
|
|
(49,065
|
)
|
|
3,751
|
|
|
31,654
|
|
|
—
|
|
||||
CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
(13,026
|
)
|
|
(75,065
|
)
|
|
376
|
|
|
31,654
|
|
|
(56,061
|
)
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
807
|
|
|
—
|
|
|
807
|
|
||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash and cash equivalents
|
(13,727
|
)
|
|
(6,391
|
)
|
|
25,450
|
|
|
—
|
|
|
5,332
|
|
||||
Balance, beginning of year
|
48,564
|
|
|
25,042
|
|
|
98,750
|
|
|
—
|
|
|
172,356
|
|
||||
Balance, end of period
|
|
$34,837
|
|
|
|
$18,651
|
|
|
|
$124,200
|
|
|
—
|
|
|
|
$177,688
|
|
|
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
|
|||||||||||||||||
|
For the Three Months Ended March 31, 2017
|
|||||||||||||||||
|
Rayonier Inc.
(Parent
Issuer)
|
|
Subsidiary Guarantors
|
|
Non-
guarantors
|
|
Consolidating
Adjustments
|
|
Total
Consolidated
|
|||||||||
CASH (USED FOR) PROVIDED BY OPERATING ACTIVITIES
|
|
($1,192
|
)
|
|
|
$36,931
|
|
|
|
($1,796
|
)
|
|
—
|
|
|
|
$33,943
|
|
INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Capital expenditures
|
—
|
|
|
—
|
|
|
(14,362
|
)
|
|
—
|
|
|
(14,362
|
)
|
||||
Real estate development investments
|
—
|
|
|
—
|
|
|
(2,185
|
)
|
|
—
|
|
|
(2,185
|
)
|
||||
Purchase of timberlands
|
—
|
|
|
—
|
|
|
(11,293
|
)
|
|
—
|
|
|
(11,293
|
)
|
||||
Net proceeds from large disposition
|
—
|
|
|
—
|
|
|
42,034
|
|
|
—
|
|
|
42,034
|
|
||||
Rayonier office building under construction
|
—
|
|
|
—
|
|
|
(2,604
|
)
|
|
—
|
|
|
(2,604
|
)
|
||||
Investment in subsidiaries
|
—
|
|
|
2,636
|
|
|
—
|
|
|
(2,636
|
)
|
|
—
|
|
||||
Other
|
—
|
|
|
—
|
|
|
(5,617
|
)
|
|
—
|
|
|
(5,617
|
)
|
||||
CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES
|
—
|
|
|
2,636
|
|
|
5,973
|
|
|
(2,636
|
)
|
|
5,973
|
|
||||
FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|||||||||
Issuance of debt
|
—
|
|
|
15,000
|
|
|
14,719
|
|
|
—
|
|
|
29,719
|
|
||||
Repayment of debt
|
—
|
|
|
(15,000
|
)
|
|
(5,530
|
)
|
|
—
|
|
|
(20,530
|
)
|
||||
Dividends paid
|
(30,618
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,618
|
)
|
||||
Proceeds from the issuance of common shares
|
2,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,251
|
|
||||
Issuance of shares under equity offering
|
152,345
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
152,345
|
|
||||
Issuance of intercompany notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Intercompany distributions
|
13,677
|
|
|
(30,504
|
)
|
|
14,191
|
|
|
2,636
|
|
|
—
|
|
||||
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
137,655
|
|
|
(30,504
|
)
|
|
23,380
|
|
|
2,636
|
|
|
133,167
|
|
||||
EFFECT OF EXCHANGE RATE CHANGES ON CASH
|
—
|
|
|
—
|
|
|
(67
|
)
|
|
—
|
|
|
(67
|
)
|
||||
CASH AND CASH EQUIVALENTS
|
|
|
|
|
|
|
|
|
|
|||||||||
Change in cash and cash equivalents
|
136,463
|
|
|
9,063
|
|
|
27,490
|
|
|
—
|
|
|
173,016
|
|
||||
Balance, beginning of year
|
21,453
|
|
|
9,461
|
|
|
126,703
|
|
|
—
|
|
|
157,617
|
|
||||
Balance, end of period
|
|
$157,916
|
|
|
|
$18,524
|
|
|
|
$154,193
|
|
|
—
|
|
|
|
$330,633
|
|
Item 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (“MD&A”)
|
(acres in 000s)
|
As of March 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||
|
Owned
|
|
Leased
|
|
Total
|
|
Owned
|
|
Leased
|
|
Total
|
||||||
Southern
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Alabama
|
229
|
|
|
14
|
|
|
243
|
|
|
229
|
|
|
14
|
|
|
243
|
|
Arkansas
|
—
|
|
|
11
|
|
|
11
|
|
|
—
|
|
|
11
|
|
|
11
|
|
Florida
|
266
|
|
|
82
|
|
|
348
|
|
|
274
|
|
|
83
|
|
|
357
|
|
Georgia
|
622
|
|
|
82
|
|
|
704
|
|
|
622
|
|
|
82
|
|
|
704
|
|
Louisiana
|
144
|
|
|
1
|
|
|
145
|
|
|
144
|
|
|
1
|
|
|
145
|
|
Mississippi
|
67
|
|
|
—
|
|
|
67
|
|
|
67
|
|
|
—
|
|
|
67
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|
—
|
|
|
92
|
|
South Carolina
|
18
|
|
|
—
|
|
|
18
|
|
|
18
|
|
|
—
|
|
|
18
|
|
Tennessee
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Texas
|
182
|
|
|
—
|
|
|
182
|
|
|
182
|
|
|
—
|
|
|
182
|
|
|
1,621
|
|
|
190
|
|
|
1,811
|
|
|
1,629
|
|
|
191
|
|
|
1,820
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Pacific Northwest
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Oregon
|
61
|
|
|
—
|
|
|
61
|
|
|
61
|
|
|
—
|
|
|
61
|
|
Washington
|
316
|
|
|
1
|
|
|
317
|
|
|
316
|
|
|
1
|
|
|
317
|
|
|
377
|
|
|
1
|
|
|
378
|
|
|
377
|
|
|
1
|
|
|
378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
New Zealand (a)
|
179
|
|
|
231
|
|
|
410
|
|
|
179
|
|
|
231
|
|
|
410
|
|
Total
|
2,177
|
|
|
422
|
|
|
2,599
|
|
|
2,185
|
|
|
423
|
|
|
2,608
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned and leased by the New Zealand JV, in which Rayonier owns a 77% interest. As of
March 31, 2018
, legal acres in New Zealand were comprised of 293,000 plantable acres and 117,000 non-productive acres.
|
(acres in 000s)
|
Acres Owned
|
||||||||||
|
December 31, 2017
|
|
Acquisitions
|
|
Sales
|
|
March 31, 2018
|
||||
Southern
|
|
|
|
|
|
|
|
||||
Alabama
|
229
|
|
|
—
|
|
|
—
|
|
|
229
|
|
Florida
|
274
|
|
|
—
|
|
|
(8
|
)
|
|
266
|
|
Georgia
|
622
|
|
|
—
|
|
|
—
|
|
|
622
|
|
Louisiana
|
144
|
|
|
—
|
|
|
—
|
|
|
144
|
|
Mississippi
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
Oklahoma
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
South Carolina
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
Tennessee
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
Texas
|
182
|
|
|
—
|
|
|
—
|
|
|
182
|
|
|
1,629
|
|
|
—
|
|
|
(8
|
)
|
|
1,621
|
|
|
|
|
|
|
|
|
|
||||
Pacific Northwest
|
|
|
|
|
|
|
|
||||
Oregon
|
61
|
|
|
—
|
|
|
—
|
|
|
61
|
|
Washington
|
316
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
377
|
|
|
—
|
|
|
—
|
|
|
377
|
|
|
|
|
|
|
|
|
|
||||
New Zealand (a)
|
179
|
|
|
—
|
|
|
—
|
|
|
179
|
|
Total
|
2,185
|
|
|
—
|
|
|
(8
|
)
|
|
2,177
|
|
|
|
|
|
|
(a)
|
Represents legal acres owned by the New Zealand JV, in which Rayonier has a 77% interest.
|
(acres in 000s)
|
Acres Leased
|
||||||||||
|
December 31, 2017
|
|
New Leases
|
|
Sold/Expired Leases (a)
|
|
March 31, 2018
|
||||
Southern
|
|
|
|
|
|
|
|
||||
Alabama
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
Arkansas
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Florida
|
83
|
|
|
—
|
|
|
(1
|
)
|
|
82
|
|
Georgia
|
82
|
|
|
—
|
|
|
—
|
|
|
82
|
|
Louisiana
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
191
|
|
|
—
|
|
|
(1
|
)
|
|
190
|
|
|
|
|
|
|
|
|
|
||||
Pacific Northwest
|
|
|
|
|
|
|
|
||||
Washington
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
|
|
|
|
|
|
|
||||
New Zealand (b)
|
231
|
|
|
—
|
|
|
—
|
|
|
231
|
|
Total
|
423
|
|
|
—
|
|
|
(1
|
)
|
|
422
|
|
|
|
|
|
|
(a)
|
Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
|
(b)
|
Represents legal acres leased by the New Zealand JV, in which Rayonier has a 77% interest.
|
|
Three Months Ended March 31,
|
||||||
Financial Information (in millions)
|
2018
|
|
2017
|
||||
Sales
|
|
|
|
||||
Southern Timber
|
|
$43.6
|
|
|
|
$39.1
|
|
Pacific Northwest Timber
|
31.4
|
|
|
25.9
|
|
||
New Zealand Timber
|
53.0
|
|
|
40.8
|
|
||
Real Estate
|
|
|
|
||||
Improved Development
|
1.1
|
|
|
—
|
|
||
Unimproved Development
|
7.4
|
|
|
—
|
|
||
Rural
|
1.7
|
|
|
6.7
|
|
||
Non-Strategic / Timberlands
|
25.8
|
|
|
5.6
|
|
||
Large Dispositions
|
—
|
|
|
42.0
|
|
||
Total Real Estate
|
36.1
|
|
|
54.3
|
|
||
Trading
|
39.2
|
|
|
34.3
|
|
||
Total Sales
|
|
$203.2
|
|
|
|
$194.5
|
|
|
|
|
|
||||
Operating Income (Loss)
|
|
|
|
||||
Southern Timber
|
|
$12.2
|
|
|
|
$13.9
|
|
Pacific Northwest Timber
|
4.7
|
|
|
(0.9
|
)
|
||
New Zealand Timber
|
16.0
|
|
|
10.3
|
|
||
Real Estate (a)
|
28.1
|
|
|
29.7
|
|
||
Trading
|
0.1
|
|
|
1.1
|
|
||
Corporate and other
|
(4.0
|
)
|
|
(4.8
|
)
|
||
Operating Income
|
57.1
|
|
|
49.3
|
|
||
Interest expense, interest income and other
|
(7.5
|
)
|
|
(7.9
|
)
|
||
Income tax expense
|
(6.9
|
)
|
|
(6.3
|
)
|
||
Net Income
|
42.7
|
|
|
35.1
|
|
||
Less: Net income attributable to noncontrolling interest
|
2.2
|
|
|
1.3
|
|
||
Net Income Attributable to Rayonier Inc.
|
|
$40.5
|
|
|
|
$33.8
|
|
|
|
|
|
||||
Adjusted EBITDA (b)
|
|
|
|
||||
Southern Timber
|
|
$28.2
|
|
|
|
$26.4
|
|
Pacific Northwest Timber
|
14.2
|
|
|
9.3
|
|
||
New Zealand Timber
|
21.8
|
|
|
15.7
|
|
||
Real Estate
|
32.7
|
|
|
8.6
|
|
||
Trading
|
0.1
|
|
|
1.1
|
|
||
Corporate and Other
|
(3.7
|
)
|
|
(4.0
|
)
|
||
Total Adjusted EBITDA
|
|
$93.4
|
|
|
|
$57.1
|
|
|
|
|
|
|
(a)
|
The three months ended March 31, 2017 include
$28.2 million
from a Large Disposition.
|
(b)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
.
|
|
Three Months Ended March 31,
|
||||||
Southern Timber Overview
|
2018
|
|
2017
|
||||
Sales Volume (in thousands of tons)
|
|
|
|
||||
Pine Pulpwood
|
943
|
|
|
823
|
|
||
Pine Sawtimber
|
580
|
|
|
505
|
|
||
Total Pine Volume
|
1,523
|
|
|
1,328
|
|
||
Hardwood
|
45
|
|
|
51
|
|
||
Total Volume
|
1,568
|
|
|
1,379
|
|
||
|
|
|
|
||||
Percentage Delivered Sales
|
23
|
%
|
|
20
|
%
|
||
Percentage Stumpage Sales
|
77
|
%
|
|
80
|
%
|
||
|
|
|
|
||||
Net Stumpage Pricing (dollars per ton)
|
|
|
|
||||
Pine Pulpwood
|
|
$17.11
|
|
|
|
$17.29
|
|
Pine Sawtimber
|
26.31
|
|
|
26.42
|
|
||
Weighted Average Pine
|
|
$20.61
|
|
|
|
$20.76
|
|
Hardwood
|
10.49
|
|
|
10.95
|
|
||
Weighted Average Total
|
|
$20.32
|
|
|
|
$20.40
|
|
|
|
|
|
||||
Summary Financial Data (in millions of dollars)
|
|
|
|
||||
Timber Sales
|
|
$38.1
|
|
|
|
$32.7
|
|
Less: Cut, Haul & Freight
|
(6.3
|
)
|
|
(4.6
|
)
|
||
Net Stumpage Sales
|
|
$31.9
|
|
|
|
$28.1
|
|
|
|
|
|
||||
Non-Timber Sales
|
5.4
|
|
|
6.4
|
|
||
Total Sales
|
|
$43.6
|
|
|
|
$39.1
|
|
|
|
|
|
||||
Operating Income
|
|
$12.2
|
|
|
|
$13.9
|
|
(+) Depreciation, depletion and amortization
|
16.0
|
|
|
12.5
|
|
||
Adjusted EBITDA (a)
|
|
$28.2
|
|
|
|
$26.4
|
|
|
|
|
|
||||
Other Data
|
|
|
|
||||
Period-End Acres (in thousands)
|
1,811
|
|
|
1,817
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
.
|
|
Three Months Ended March 31,
|
||||||
Pacific Northwest Timber Overview
|
2018
|
|
2017
|
||||
Sales Volume (in thousands of tons)
|
|
|
|
||||
Pulpwood
|
75
|
|
|
89
|
|
||
Sawtimber
|
304
|
|
|
310
|
|
||
Total Volume
|
379
|
|
|
399
|
|
||
|
|
|
|
||||
Sales Volume (converted to MBF)
|
|
|
|
||||
Pulpwood
|
7,170
|
|
|
8,264
|
|
||
Sawtimber
|
38,810
|
|
|
39,458
|
|
||
Total Volume
|
45,980
|
|
|
47,722
|
|
||
|
|
|
|
||||
Percentage Delivered Sales
|
79
|
%
|
|
80
|
%
|
||
Percentage Sawtimber Sales
|
80
|
%
|
|
78
|
%
|
||
|
|
|
|
||||
Delivered Log Pricing (in dollars per ton)
|
|
|
|
||||
Pulpwood
|
|
$44.52
|
|
|
|
$38.71
|
|
Sawtimber
|
95.45
|
|
|
74.88
|
|
||
Weighted Average Log Price
|
|
$84.35
|
|
|
|
$66.06
|
|
|
|
|
|
||||
Summary Financial Data (in millions of dollars)
|
|
|
|
||||
Timber Sales
|
|
$30.5
|
|
|
|
$24.8
|
|
Less: Cut and Haul
|
(11.4
|
)
|
|
(10.3
|
)
|
||
Net Stumpage Sales
|
|
$19.1
|
|
|
|
$14.5
|
|
|
|
|
|
||||
Non-Timber Sales
|
0.9
|
|
|
1.1
|
|
||
Total Sales
|
|
$31.4
|
|
|
|
$25.9
|
|
|
|
|
|
||||
Operating Income (Loss)
|
|
$4.7
|
|
|
|
($0.9
|
)
|
(+) Depreciation, depletion and amortization
|
9.5
|
|
|
10.2
|
|
||
Adjusted EBITDA (a)
|
|
$14.2
|
|
|
|
$9.3
|
|
|
|
|
|
||||
Other Data
|
|
|
|
||||
Period-End Acres (in thousands)
|
378
|
|
|
378
|
|
||
Sawtimber (in dollars per MBF)
|
|
$764
|
|
|
|
$609
|
|
Estimated Percentage of Export Volume
|
21
|
%
|
|
25
|
%
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
.
|
|
Three Months Ended March 31,
|
||||||
New Zealand Timber Overview
|
2018
|
|
2017
|
||||
Sales Volume (in thousands of tons)
|
|
|
|
||||
Domestic Pulpwood (Delivered)
|
113
|
|
|
101
|
|
||
Domestic Sawtimber (Delivered)
|
185
|
|
|
196
|
|
||
Export Pulpwood (Delivered)
|
17
|
|
|
23
|
|
||
Export Sawtimber (Delivered)
|
244
|
|
|
180
|
|
||
Total Volume
|
558
|
|
|
500
|
|
||
|
|
|
|
||||
Delivered Log Pricing (in dollars per ton)
|
|
|
|
||||
Domestic Pulpwood
|
|
$35.99
|
|
|
|
$34.70
|
|
Domestic Sawtimber
|
87.02
|
|
|
78.45
|
|
||
Export Sawtimber
|
117.70
|
|
|
108.73
|
|
||
Weighted Average Log Price
|
|
$90.62
|
|
|
|
$81.42
|
|
|
|
|
|
||||
Summary Financial Data (in millions of dollars)
|
|
|
|
||||
Timber Sales
|
|
$50.6
|
|
|
|
$40.7
|
|
Less: Cut and Haul
|
(18.3
|
)
|
|
(16.0
|
)
|
||
Less: Port and Freight Costs
|
(8.6
|
)
|
|
(6.0
|
)
|
||
Net Stumpage Sales
|
|
$23.6
|
|
|
|
$18.7
|
|
|
|
|
|
||||
Land / Other Sales
|
—
|
|
|
—
|
|
||
Non-Timber Sales / Carbon Credits
|
2.4
|
|
|
0.1
|
|
||
Total Sales
|
|
$53.0
|
|
|
|
$40.8
|
|
|
|
|
|
||||
Operating Income
|
|
$16.0
|
|
|
|
$10.3
|
|
(+) Non-operating income
|
0.1
|
|
|
—
|
|
||
(+) Depreciation, depletion and amortization
|
5.7
|
|
|
5.4
|
|
||
Adjusted EBITDA (a)
|
|
$21.8
|
|
|
|
$15.7
|
|
|
|
|
|
||||
Other Data
|
|
|
|
||||
New Zealand Dollar to U.S. Dollar Exchange Rate (b)
|
0.7236
|
|
|
0.7148
|
|
||
Net Plantable Period-End Acres (in thousands)
|
293
|
|
|
298
|
|
||
Export Sawtimber (in dollars per JAS m
3
)
|
|
$136.85
|
|
|
|
$126.38
|
|
Domestic Sawtimber (in $NZD per tonne)
|
|
$132.03
|
|
|
|
$120.74
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
.
|
(b)
|
Represents the average period rate.
|
|
Three Months Ended March 31,
|
||||||
Real Estate Overview
|
2018
|
|
2017
|
||||
Sales (in millions of dollars)
|
|
|
|
||||
Improved Development
|
|
$1.1
|
|
|
—
|
|
|
Unimproved Development
|
7.4
|
|
|
—
|
|
||
Rural
|
1.7
|
|
|
6.7
|
|
||
Non-Strategic / Timberlands
|
25.8
|
|
|
5.6
|
|
||
Large Dispositions (a)
|
—
|
|
|
42.0
|
|
||
Total Sales
|
|
$36.1
|
|
|
|
$54.3
|
|
|
|
|
|
||||
Acres Sold
|
|
|
|
||||
Improved Development
|
4.1
|
|
|
—
|
|
||
Unimproved Development
|
625
|
|
|
—
|
|
||
Rural
|
415
|
|
|
2,284
|
|
||
Non-Strategic / Timberlands
|
7,181
|
|
|
3,923
|
|
||
Large Dispositions (a)
|
—
|
|
|
24,954
|
|
||
Total Acres Sold
|
8,225
|
|
|
31,161
|
|
||
|
|
|
|
||||
Gross Price per Acre (dollars per acre)
|
|
|
|
||||
Improved Development
|
|
$280,691
|
|
|
—
|
|
|
Unimproved Development
|
11,922
|
|
|
—
|
|
||
Rural
|
3,977
|
|
|
2,950
|
|
||
Non-Strategic / Timberlands
|
3,599
|
|
|
1,427
|
|
||
Large Dispositions (a)
|
—
|
|
|
1,681
|
|
||
Weighted Average (Total) (b)
|
|
$4,387
|
|
|
|
$1,988
|
|
Weighted Average (Adjusted) (c)
|
|
$4,250
|
|
|
|
$1,988
|
|
|
|
|
|
||||
Sales (Excluding Large Dispositions)
|
|
$36.1
|
|
|
|
$12.3
|
|
|
|
|
|
||||
Operating Income
|
|
$28.1
|
|
|
|
$29.7
|
|
(+) Depreciation, depletion and amortization
|
3.1
|
|
|
2.6
|
|
||
(+) Non-cash cost of land and improved development
|
1.6
|
|
|
4.5
|
|
||
(–) Large Dispositions (a)
|
—
|
|
|
(28.2
|
)
|
||
Adjusted EBITDA (d)
|
|
$32.7
|
|
|
|
$8.6
|
|
|
|
|
|
|
(a)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. In January 2017, the Company completed a disposition of approximately 25,000 acres located in Alabama for a sale price and gain of approximately $42.0 million and $28.2 million, respectively.
|
(b)
|
Excludes Large Dispositions.
|
(c)
|
Excludes Improved Development and Large Dispositions.
|
(d)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
below
.
|
|
Three Months Ended March 31,
|
||||||
Capital Expenditures By Segment (in millions of dollars)
|
2018
|
|
2017
|
||||
Timber Capital Expenditures
|
|
|
|
||||
Southern Timber
|
|
|
|
||||
Reforestation, silviculture and other capital expenditures
|
|
$2.6
|
|
|
|
$3.2
|
|
Property taxes
|
1.6
|
|
|
2.6
|
|
||
Lease payments
|
1.6
|
|
|
1.8
|
|
||
Allocated overhead
|
1.1
|
|
|
1.0
|
|
||
Subtotal Southern Timber
|
|
$6.9
|
|
|
|
$8.6
|
|
Pacific Northwest Timber
|
|
|
|
||||
Reforestation, silviculture and other capital expenditures
|
2.5
|
|
|
1.9
|
|
||
Property taxes
|
0.2
|
|
|
0.2
|
|
||
Allocated overhead
|
0.6
|
|
|
0.5
|
|
||
Subtotal Pacific Northwest Timber
|
|
$3.3
|
|
|
|
$2.6
|
|
New Zealand Timber
|
|
|
|
||||
Reforestation, silviculture and other capital expenditures
|
1.8
|
|
|
1.4
|
|
||
Property taxes
|
0.2
|
|
|
0.2
|
|
||
Lease payments
|
0.4
|
|
|
0.6
|
|
||
Allocated overhead
|
0.7
|
|
|
0.7
|
|
||
Subtotal New Zealand Timber
|
|
$3.0
|
|
|
|
$2.9
|
|
Total Timber Segments Capital Expenditures
|
|
$13.2
|
|
|
|
$14.1
|
|
Real Estate
|
—
|
|
|
0.1
|
|
||
Corporate
|
—
|
|
|
0.2
|
|
||
Total Capital Expenditures
|
|
$13.2
|
|
|
|
$14.4
|
|
|
|
|
|
||||
Timberland Acquisitions
|
|
|
|
||||
Southern Timber
|
—
|
|
|
|
$0.5
|
|
|
Pacific Northwest Timber
|
—
|
|
|
1.5
|
|
||
New Zealand Timber
|
—
|
|
|
9.3
|
|
||
Subtotal Timberland Acquisitions
|
—
|
|
|
|
$11.3
|
|
|
|
|
|
|
||||
Real Estate Development Investments
|
|
$2.3
|
|
|
|
$2.2
|
|
Rayonier Office Building
|
—
|
|
|
|
$2.6
|
|
Sales
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Total
|
||||||||||||
Three Months Ended March 31, 2017
|
|
|
$39.1
|
|
|
|
$25.9
|
|
|
|
$40.8
|
|
|
|
$54.3
|
|
|
|
$34.3
|
|
|
|
$194.5
|
|
Volume/Mix
|
|
3.9
|
|
|
(0.7
|
)
|
|
4.8
|
|
|
4.1
|
|
|
2.0
|
|
|
14.1
|
|
||||||
Price
|
|
(0.1
|
)
|
|
5.3
|
|
|
4.9
|
|
|
19.7
|
|
|
3.1
|
|
|
32.9
|
|
||||||
Non-timber sales (a)
|
|
(1.0
|
)
|
|
0.2
|
|
|
2.2
|
|
|
|
|
(0.2
|
)
|
|
1.2
|
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Other
|
|
1.7
|
|
(c)
|
0.7
|
|
(c)
|
—
|
|
|
(42.0
|
)
|
(d)
|
—
|
|
|
(39.7
|
)
|
||||||
Three Months Ended March 31, 2018
|
|
|
$43.6
|
|
|
|
$31.4
|
|
|
|
$53.0
|
|
|
|
$36.1
|
|
|
|
$39.2
|
|
|
|
$203.2
|
|
|
|
|
|
|
Operating Income
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
Three Months Ended March 31, 2017
|
|
|
$13.9
|
|
|
|
($0.9
|
)
|
|
|
$10.3
|
|
|
|
$29.7
|
|
|
|
$1.1
|
|
|
|
($4.8
|
)
|
|
|
$49.3
|
|
Volume/Mix
|
|
2.1
|
|
|
(0.1
|
)
|
|
1.6
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
|||||||
Price
|
|
(0.1
|
)
|
|
5.3
|
|
|
2.8
|
|
|
19.7
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|||||||
Cost
|
|
(0.5
|
)
|
|
0.4
|
|
|
(0.2
|
)
|
|
0.6
|
|
|
(1.0
|
)
|
|
1.0
|
|
|
0.3
|
|
|||||||
Non-timber income
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||||
Foreign exchange (a)
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||
Depreciation, depletion & amortization
|
|
(1.9
|
)
|
|
0.2
|
|
|
0.3
|
|
|
0.4
|
|
|
—
|
|
|
(0.2
|
)
|
|
(1.2
|
)
|
|||||||
Non-cash cost of land and improved development
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
—
|
|
|
4.3
|
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
(b)
|
(28.2
|
)
|
(c)
|
—
|
|
|
—
|
|
|
(28.6
|
)
|
|||||||
Three Months Ended March 31, 2018
|
|
|
$12.2
|
|
|
|
$4.7
|
|
|
|
$16.0
|
|
|
|
$28.1
|
|
|
|
$0.1
|
|
|
|
($4.0
|
)
|
|
|
$57.1
|
|
|
|
|
|
|
(c)
|
Real Estate includes $28.2 million of operating income from Large Dispositions in 2017.
|
Adjusted EBITDA (a)
|
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate and Other
|
|
Total
|
||||||||||||||
Three Months Ended March 31, 2017
|
|
|
$26.4
|
|
|
|
$9.3
|
|
|
|
$15.7
|
|
|
|
$8.6
|
|
|
|
$1.1
|
|
|
|
($4.0
|
)
|
|
|
$57.1
|
|
Volume/Mix
|
|
3.7
|
|
|
(0.6
|
)
|
|
2.2
|
|
|
3.8
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|||||||
Price
|
|
(0.1
|
)
|
|
5.3
|
|
|
2.8
|
|
|
19.7
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|||||||
Cost
|
|
(0.5
|
)
|
|
0.4
|
|
|
(0.2
|
)
|
|
0.6
|
|
|
(1.0
|
)
|
|
0.3
|
|
|
(0.4
|
)
|
|||||||
Non-timber income
|
|
(1.3
|
)
|
|
(0.2
|
)
|
|
2.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||||
Foreign exchange (b)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||||
Other
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
(c)
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||||
Three Months Ended March 31, 2018
|
|
|
$28.2
|
|
|
|
$14.2
|
|
|
|
$21.8
|
|
|
|
$32.7
|
|
|
|
$0.1
|
|
|
|
($3.7
|
)
|
|
|
$93.4
|
|
|
|
|
|
|
(a)
|
Adjusted EBITDA is a non-GAAP measure defined and reconciled in
Performance and Liquidity Indicators
below.
|
(b)
|
Net of currency hedging impact.
|
(c)
|
New Zealand Timber includes $0.4 million from a settlement received in 2017.
|
|
March 31,
|
|
December 31,
|
||||
(millions of dollars)
|
2018
|
|
2017
|
||||
Cash and cash equivalents
|
|
$92.8
|
|
|
|
$112.7
|
|
Total debt (a)
|
999.0
|
|
|
1,028.4
|
|
||
Shareholders’ equity
|
1,736.2
|
|
|
1,693.0
|
|
||
Total capitalization (total debt plus equity)
|
2,735.2
|
|
|
2,721.4
|
|
||
Debt to capital ratio
|
37
|
%
|
|
38
|
%
|
||
Net debt to enterprise value (b)
|
17
|
%
|
|
18
|
%
|
|
|
|
|
|
(a)
|
Total debt as of
March 31, 2018
includes
$999.0 million
of long-term borrowings, gross of
$2.9 million
of deferred financing costs.
|
(b)
|
Enterprise value is calculated as the number of shares outstanding multiplied by the Company’s share price plus net debt as of
March 31, 2018
and
December 31, 2017
.
|
(millions of dollars)
|
2018
|
|
2017
|
||||
Cash provided by (used for):
|
|
|
|
||||
Operating activities
|
|
$78.2
|
|
|
|
$33.9
|
|
Investing activities (a)
|
(17.6
|
)
|
|
6.0
|
|
||
Financing activities
|
(56.1
|
)
|
|
133.2
|
|
|
|
|
|
|
(a)
|
Due to the adoption of ASU No. 2016-18, restricted cash is now included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown and therefore changes in restricted cash are no longer reported as investing activities. Prior period amounts have been restated to conform to current period presentation.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Net Income to Adjusted EBITDA Reconciliation
|
|
|
|
||||
Net income
|
|
$42.7
|
|
|
|
$35.1
|
|
Interest, net
|
7.6
|
|
|
7.9
|
|
||
Income tax expense
|
6.9
|
|
|
6.3
|
|
||
Depreciation, depletion and amortization
|
34.5
|
|
|
30.8
|
|
||
Non-cash cost of land and improved development
|
1.6
|
|
|
4.5
|
|
||
Costs related to shareholder litigation
|
—
|
|
|
0.7
|
|
||
Large Dispositions (a)
|
—
|
|
|
(28.2
|
)
|
||
Adjusted EBITDA
|
|
$93.4
|
|
|
|
$57.1
|
|
|
|
|
|
|
(a)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. In January 2017, the Company completed a disposition of approximately 25,000 acres located in Alabama for a sale price and gain of approximately
$42.0 million
and
$28.2 million
, respectively.
|
Three Months Ended
|
Southern Timber
|
|
Pacific Northwest Timber
|
|
New Zealand Timber
|
|
Real Estate
|
|
Trading
|
|
Corporate
and other |
|
Total
|
||||||||||||||
March 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income
|
|
$12.2
|
|
|
|
$4.7
|
|
|
|
$16.0
|
|
|
|
$28.1
|
|
|
|
$0.1
|
|
|
|
($4.0
|
)
|
|
|
$57.1
|
|
Non-operating income
|
—
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.2
|
|
|||||||
Depreciation, depletion and amortization
|
16.0
|
|
|
9.5
|
|
|
5.7
|
|
|
3.1
|
|
|
—
|
|
|
0.3
|
|
|
34.5
|
|
|||||||
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|
—
|
|
|
—
|
|
|
1.6
|
|
|||||||
Adjusted EBITDA
|
|
$28.2
|
|
|
|
$14.2
|
|
|
|
$21.8
|
|
|
|
$32.7
|
|
|
|
$0.1
|
|
|
|
($3.7
|
)
|
|
|
$93.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Operating income (loss)
|
|
$13.9
|
|
|
|
($0.9
|
)
|
|
|
$10.3
|
|
|
|
$29.7
|
|
|
|
$1.1
|
|
|
|
($4.8
|
)
|
|
|
$49.3
|
|
Depreciation, depletion and amortization
|
12.5
|
|
|
10.2
|
|
|
5.4
|
|
|
2.6
|
|
|
—
|
|
|
0.1
|
|
|
30.8
|
|
|||||||
Non-cash cost of land and improved development
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|||||||
Costs related to shareholder litigation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
0.7
|
|
|||||||
Large Dispositions (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.2
|
)
|
|
—
|
|
|
—
|
|
|
(28.2
|
)
|
|||||||
Adjusted EBITDA
|
|
$26.4
|
|
|
|
$9.3
|
|
|
|
$15.7
|
|
|
|
$8.6
|
|
|
|
$1.1
|
|
|
|
($4.0
|
)
|
|
|
$57.1
|
|
|
|
|
|
|
(a)
|
Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative to timberland value. In January 2017, the Company completed a disposition of approximately 25,000 acres located in Alabama for a sale price and gain of approximately
$42.0 million
and
$28.2 million
, respectively.
|
|
Three Months Ended March 31,
|
||||||
|
2018
|
|
2017
|
||||
Cash provided by operating activities
|
|
$78.2
|
|
|
|
$33.9
|
|
Capital expenditures (a)
|
(13.2
|
)
|
|
(14.4
|
)
|
||
Working capital and other balance sheet changes
|
12.4
|
|
|
19.3
|
|
||
CAD
|
77.4
|
|
|
38.8
|
|
||
Mandatory debt repayments
|
—
|
|
|
—
|
|
||
Mandatory pension requirements
|
(2.9
|
)
|
|
—
|
|
||
CAD after mandatory debt repayments and pension requirements
|
74.5
|
|
|
38.8
|
|
Cash (used for) provided by investing activities (b)
|
|
($17.6
|
)
|
|
|
$6.0
|
|
Cash (used for) provided by financing activities
|
|
($56.1
|
)
|
|
|
$133.2
|
|
|
|
|
|
|
(a)
|
Capital expenditures exclude timberland acquisitions and spending on the Rayonier office building during the
three
months ended
March 31, 2017
.
|
(b)
|
Due to the adoption of ASU No. 2016-18, restricted cash is now included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown and therefore changes in restricted cash are no longer reported as investing activities. Prior period amounts have been restated to conform to current period presentation.
|
|
Three Months Ended March 31,
|
|||||
|
2018
|
|
2017
|
|||
Purchase of timberlands
|
—
|
|
|
|
($11.3
|
)
|
Real Estate Development Investments
|
(2.3
|
)
|
|
(2.2
|
)
|
|
Distributions to New Zealand minority shareholder (a)
|
(3.4
|
)
|
|
(2.5
|
)
|
|
Rayonier Office Building
|
—
|
|
|
(2.6
|
)
|
|
|
|
|
|
(a)
|
Includes debt repayments on the New Zealand JV noncontrolling interest shareholder loan. See
Note 5 — Debt
for additional information.
|
Contractual Financial Obligations (in millions)
|
Total
|
|
Payments Due by Period
|
||||||||||||||||
Remaining 2018
|
|
2019-2020
|
|
2021-2022
|
|
Thereafter
|
|||||||||||||
Long-term debt (a)
|
|
$999.0
|
|
|
—
|
|
|
|
$24.0
|
|
|
|
$325.0
|
|
|
|
$650.0
|
|
|
Interest payments on long-term debt (b)
|
210.3
|
|
|
26.4
|
|
|
70.1
|
|
|
59.8
|
|
|
54.0
|
|
|||||
Operating leases — timberland
|
200.9
|
|
|
7.4
|
|
|
18.5
|
|
|
17.8
|
|
|
157.2
|
|
|||||
Operating leases — PP&E, offices
|
4.6
|
|
|
0.9
|
|
|
1.7
|
|
|
1.3
|
|
|
0.7
|
|
|||||
Commitments — derivatives (c)
|
9.0
|
|
|
1.3
|
|
|
3.1
|
|
|
3.1
|
|
|
1.5
|
|
|||||
Commitments — other (d)
|
11.2
|
|
|
5.7
|
|
|
5.2
|
|
|
0.3
|
|
|
—
|
|
|||||
Total contractual cash obligations
|
|
$1,435.0
|
|
|
|
$41.7
|
|
|
|
$122.6
|
|
|
|
$407.3
|
|
|
|
$863.4
|
|
|
|
|
|
|
(a)
|
The book value of long-term debt, net of deferred financing costs, is currently recorded at $996.1 million on the Company’s Consolidated Balance Sheet, but upon maturity the liability will be $999.0 million.
|
(b)
|
Projected interest payments for variable rate debt were calculated based on outstanding principal amounts and interest rates as of
March 31, 2018
.
|
(c)
|
Commitments — derivatives represents payments expected to be made on derivative financial instruments (foreign exchange contracts and interest rate swaps). See
Note 12 — Derivative Financial Instruments and Hedging Activities
.
|
(d)
|
Commitments — other includes $2.4 million of pension contribution requirements remaining in 2018 based on actuarially determined estimates and IRS minimum funding requirements, payments expected to be made on the Company’s Wildlight development project and other purchase obligations. For additional information on the pension contribution see Note 15 —
Employee Benefit Plans
in the 2017 Form 10-K.
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
(Dollars in thousands)
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
|
Total
|
|
Fair Value
|
Variable rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amounts
|
—
|
|
—
|
|
$24,000
|
|
—
|
|
—
|
|
$650,000
|
|
$674,000
|
|
$674,000
|
Average interest rate (a)(b)
|
—
|
|
—
|
|
3.13%
|
|
—
|
|
—
|
|
3.43%
|
|
3.42%
|
|
—
|
Fixed rate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Principal amounts
|
—
|
|
—
|
|
—
|
|
—
|
|
$325,000
|
|
—
|
|
$325,000
|
|
$325,910
|
Average interest rate (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
3.75%
|
|
—
|
|
3.75%
|
|
—
|
Interest rate swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
$650,000
|
|
$650,000
|
|
$31,037
|
Average pay rate (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.91%
|
|
1.91%
|
|
—
|
Average receive rate (b)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.67%
|
|
1.67%
|
|
—
|
|
|
|
|
|
(Dollars in thousands)
|
0-1 months
|
|
1-2 months
|
|
2-3 months
|
|
3-6 months
|
|
6-12 months
|
|
12-18 months
|
|
Total
|
|
Fair Value
|
Foreign exchange contracts to sell U.S. dollar for New Zealand dollar
|
|
|
|
|
|||||||||||
Notional amount
|
$11,650
|
|
$9,500
|
|
$8,250
|
|
$19,750
|
|
$33,250
|
|
$5,000
|
|
$87,400
|
|
$4,019
|
Average contract rate
|
1.4098
|
|
1.4304
|
|
1.4510
|
|
1.4545
|
|
1.4510
|
|
1.4658
|
|
1.4447
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency option contracts to sell U.S. dollar for New Zealand dollar
|
|
|
|
|
|||||||||||
Notional amount
|
$4,000
|
|
$4,000
|
|
$2,000
|
|
$12,000
|
|
$12,000
|
|
—
|
|
$34,000
|
|
$505
|
Average strike price
|
1.4428
|
|
1.4424
|
|
1.4476
|
|
1.4605
|
|
1.4712
|
|
—
|
|
1.4592
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange contracts to sell New Zealand dollar for U.S. dollar
|
|
|
|
|
|||||||||||
Notional amount (NZ$)
|
$37,000
|
|
—
|
|
$18,750
|
|
$12,000
|
|
$5,000
|
|
—
|
|
$72,750
|
|
$194
|
Average contract rate
|
0.7269
|
|
—
|
|
0.7176
|
|
0.7334
|
|
0.7348
|
|
—
|
|
0.7261
|
|
|
Item 4.
|
CONTROLS AND PROCEDURES
|
Item 1.
|
LEGAL PROCEEDINGS
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of Shares Purchased (a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (b)
|
|||||
January 1 to January 31
|
|
320
|
|
|
33.25
|
|
|
—
|
|
|
6,692,543
|
|
|
February 1 to February 28
|
|
225
|
|
|
33.89
|
|
|
—
|
|
|
6,692,543
|
|
|
March 1 to March 31
|
|
266
|
|
|
35.18
|
|
|
—
|
|
|
6,692,543
|
|
|
Total
|
|
811
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
(a)
|
Includes 811 shares of the Company’s common shares purchased in January, February and March from current and former employees in non-open market transactions. The shares were sold by current and former employees of the Company in exchange for cash that was used to pay withholding taxes associated with the vesting of restricted stock awards under the Company’s stock incentive plan. The price per share surrendered is based on the closing price of the company’s common shares on the respective vesting dates of the awards.
|
(b)
|
Maximum number of shares authorized to be purchased as of
March 31, 2018
include
3,869,621
under the 1996 anti-dilutive program and approximately
2,822,922
under the share repurchase program.
|
Item 6.
|
EXHIBITS
|
10.1
|
|
Filed herewith
|
|
31.1
|
|
Filed herewith
|
|
31.2
|
|
Filed herewith
|
|
32
|
|
Furnished herewith
|
|
101
|
|
The following financial information from our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2018, formatted in Extensible Business Reporting Language (“XBRL”), includes: (i) the Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2018 and 2017; (ii) the Consolidated Balance Sheets as of March 31, 2018 and December 31, 2017; (iii) the Consolidated Statements of Changes in Shareholders’ Equity for the Three Months Ended March 31, 2018 and the Years Ended December 31, 2017 and 2016; (iv) the Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017; and (v) the Notes to Consolidated Financial Statements
|
Filed herewith
|
|
|
RAYONIER INC.
|
|
|
(Registrant)
|
|
|
|
|
By:
|
/s/ APRIL TICE
|
|
|
April Tice
Director, Financial Services and Corporate Controller
(Duly Authorized Officer, Principal Accounting Officer)
|
•
|
TSR is defined as stock price appreciation plus the reinvestment of dividends on the ex-dividend date. For purposes of performance measurement, TSR shall be the final reported figure as may be adjusted by the Committee for unusual, special or non-recurring items to avoid distortion in the operation of the Program.
|
•
|
TSR over the performance period will be calculated by measuring the value of a hypothetical $100 investment in Rayonier shares as compared to an equal investment in each of the peer group companies.
|
•
|
TSR calculations of stock price appreciation will be the average of the closing prices of Rayonier common shares and that of each of the peer group companies for the first 20 trading dates and last 20 trading dates of the Performance Period.
|
•
|
The TSR performance of Rayonier and the peer group companies will be calculated and Rayonier’s relative performance, on a percentile basis, is determined.
|
•
|
The payout percentage of Target Award based on Rayonier’s percentile TSR performance against the peer group companies will be calculated per the following table:
|
Percentile Rank
|
Award (Expressed As Percent of Target Award)
|
80
th
and Above
|
200%
|
51
st
-79
th
|
100%, plus 3.33% for each incremental percentile position over the 50
th
percentile
|
50
th
|
100%
|
31
st
- 49
th
|
30%, plus 3.5% for each incremental percentile position over the 30
th
percentile
|
30
th
|
30%
|
Below 30
th
|
0%
|
•
|
The payout percentage may not exceed 100% of the Target Award if Rayonier’s TSR for the Performance Period is negative.
|
•
|
Payment, if any, is to be made in Rayonier Common Shares, and may be offset, to the extent allowed under applicable regulations, by the number of shares equal in value to the amount needed to cover associated tax liabilities.
|
•
|
Dividend equivalents and interest will be paid in cash on the number of Rayonier Common Shares earned under the Program. Dividends will be calculated by taking the dividends paid on one share of Rayonier Common Stock during the performance period times the number of shares awarded at the end of the period. Interest on such dividends will be earned at a rate equal to the prime rate as reported in the Wall Street Journal, adjusted and compounded annually, from the date such cash dividends were paid by the Company.
|
•
|
Awards will be valued on April 14 following the end of the performance period. If April 14 is a non-trading day, then the next trading following April 14 will be used. Awards, including dividends and interest, will be distributed to participants as soon as practicable following the valuation date.
|
•
|
In cases of termination of participant’s employment due to Retirement, Death, or Total Disability, in accordance with Plan provisions, outstanding Performance Shares will remain outstanding and will vest subject to the terms and conditions of the Award Agreement and this Performance Share Award Program document. Any Performance Shares earned based on performance during the full performance period will be prorated based on the portion of the performance period during which the participant was employed by the Company, with payment of any such earned Performance Shares to occur at the time that the Awards are paid to employees generally.
|
•
|
Notwithstanding any other provision in this Plan to the contrary, any award or shares issued thereunder and any amount received with respect to the sale of any such Award or shares, shall be subject to potential cancellation, recoupment, rescission, payback, or other action in accordance with the terms of the Company’s Clawback Policy as in effect from time to time (the “Clawback Policy”).
|
•
|
Catchmark Timber Trust (5x)
|
•
|
PotlatchDeltic Corporation (5x)
|
•
|
Pope Resources (5x)
|
•
|
Weyerhaeuser (5x)
|
•
|
Jones Lang LaSalle Incorporated (1x)
|
•
|
DCT Industrial Trust Inc. (1x)
|
•
|
First Industrial Realty Trust Inc. (1x)
|
•
|
Cousins Properties Incorporated (1x)
|
•
|
CyrusOne Inc. (1x)
|
•
|
LaSalle Hotel Properties (1x)
|
•
|
Camden Property Trust (1x)
|
•
|
Liberty Property Trust (1x)
|
•
|
Life Storage, Inc. (1x)
|
•
|
Lamar Advertising Company (1x)
|
•
|
Douglas Emmett, Inc. (1x)
|
•
|
Medical Properties Trust, Inc. (1x)
|
•
|
Duke Realty Corporation (1x)
|
•
|
Kilroy Realty Corporation (1x)
|
•
|
Taubman Centers, Inc. (1x)
|
•
|
Highwoods Properties, Inc. (1x)
|
•
|
Hospitality Properties Trust (1x)
|
•
|
National Retail Properties, Inc. (1x)
|
•
|
Alexander & Baldwin, Inc. (1x)
|
•
|
Weingarten Realty Investors (1x)
|
•
|
Healthcare Realty Trust Incorporated (1x)
|
•
|
Urban Edge Properties (1x)
|
•
|
Senior Housing Properties Trust (1x)
|
•
|
EdR (1x)
|
•
|
Omega Healthcare Investors, Inc. (1x)
|
•
|
EPR Properties (1x)
|
•
|
Corporate Office Properties Trust (1x)
|
•
|
American Campus Communities, Inc. (1x)
|
•
|
Washington Prime Group Inc. (1x)
|
•
|
Tanger Factory Outlet Centers, Inc. (1x)
|
•
|
Mack-Call Realty Corporation (1x)
|
•
|
The GEO Group, Inc. (1x)
|
•
|
Quality Care Properties, Inc. (1x)
|
•
|
CoreCivic, Inc. (1x)
|
•
|
Uniti Group Inc. (1x)
|
•
|
Care Capital Properties, Inc. (1x)
|
▪
|
In the event of a merger, acquisition, or business combination transaction of a peer company with or by another peer company, the surviving entity shall remain a peer company and the acquired entity shall be removed from the peer group.
|
▪
|
In the event of a merger of a peer company with an entity that is not a peer company, where the peer company is the surviving entity and remains publicly traded, the peer company shall remain in the peer group.
|
▪
|
In the event of a merger or acquisition or business combination transaction of a peer company by or with an entity that is not a peer company or a “going private” transaction involving a peer company, where the peer company is not the surviving entity or is otherwise no longer publicly traded, the peer company shall be removed from the peer group.
|
▪
|
In the event of a bankruptcy, liquidation or delisting of a peer company, such company shall remain a peer company but be forced to the lowest performance within the peer group.
|
▪
|
In the event of a stock distribution from a peer company consisting of the shares of a new publicly-traded company (a “spin-off”), the peer company shall remain a peer company and the stock distribution shall be treated as a dividend from the peer company based on the closing price of the shares of the spun-off company on its first day of trading. The performance of the shares of the spun-off company shall not thereafter be tracked for purposes of calculating TSR.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rayonier Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/
S
/ DAVID L. NUNES
|
|
David L. Nunes
President and Chief Executive Officer, Rayonier Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Rayonier Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
/s/ MARK MCHUGH
|
|
Mark McHugh
Senior Vice President and Chief Financial Officer, Rayonier Inc.
|
1.
|
The quarterly report on Form 10-Q of Rayonier Inc. (the "Company") for the period ended
March 31, 2018
(the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ DAVID L. NUNES
|
|
/s/ MARK MCHUGH
|
David L. Nunes
|
|
Mark McHugh
|
President and Chief Executive Officer, Rayonier Inc.
|
|
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
|