Rayonier 2011 10Q 3Q2011
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2011
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to |
Commission File Number 1-6780
RAYONIER INC.
Incorporated in the State of North Carolina
I.R.S. Employer Identification No. 13-2607329
1301 RIVERPLACE BOULEVARD
JACKSONVILLE, FL 32207
(Principal Executive Office)
Telephone Number: (904) 357-9100
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer x | | Accelerated filer o |
Non-accelerated filer o | | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO x
As of October 19, 2011, there were outstanding 121,829,444 Common Shares of the registrant.
TABLE OF CONTENTS
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Item | | | Page |
| | PART I - FINANCIAL INFORMATION | |
1. | | | |
| | | |
| | | |
| | | |
| | | |
2. | | | |
3. | | | |
4. | | | |
| | PART II - OTHER INFORMATION | |
6. | | | |
| | | |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
RAYONIER INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands, except per share amounts)
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
SALES | $ | 385,091 |
| | $ | 377,515 |
| | $ | 1,100,218 |
| | $ | 999,925 |
|
| | | | | | | |
Costs and Expenses | | | | | | | |
Cost of sales | 266,184 |
| | 269,203 |
| | 786,467 |
| | 744,996 |
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Selling and general expenses | 15,762 |
| | 17,125 |
| | 48,187 |
| | 49,264 |
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Other operating income, net | (4,171 | ) | | (792 | ) | | (5,580 | ) | | (6,620 | ) |
| 277,775 |
| | 285,536 |
| | 829,074 |
| | 787,640 |
|
Equity in income of New Zealand joint venture | 994 |
| | 103 |
| | 3,817 |
| | 634 |
|
| | | | | | | |
OPERATING INCOME BEFORE GAIN ON SALE OF A PORTION | | | | | | | |
OF THE INTEREST IN THE NEW ZEALAND JOINT VENTURE | 108,310 |
| | 92,082 |
| | 274,961 |
| | 212,919 |
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| | | | | | | |
Gain on sale of a portion of the interest in the New Zealand joint venture (Note 5) | — |
| | — |
| | — |
| | 12,367 |
|
| | | | | | | |
OPERATING INCOME | 108,310 |
| | 92,082 |
| | 274,961 |
| | 225,286 |
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| | | | | | | |
Interest expense | (12,356 | ) | | (12,943 | ) | | (38,300 | ) | | (37,680 | ) |
Interest and miscellaneous income, net | 331 |
| | 345 |
| | 935 |
| | 943 |
|
| | | | | | | |
INCOME BEFORE INCOME TAXES | 96,285 |
| | 79,484 |
| | 237,596 |
| | 188,549 |
|
Income tax benefit (expense) | 8,624 |
| | (16,580 | ) | | (17,822 | ) | | (30,134 | ) |
| | | | | | | |
NET INCOME | 104,909 |
| | 62,904 |
| | 219,774 |
| | 158,415 |
|
| | | | | | | |
OTHER COMPREHENSIVE INCOME (LOSS) | | | | | | | |
Foreign currency translation adjustment | 3,584 |
| | 3,198 |
| | 11,314 |
| | (64 | ) |
Joint venture cash flow hedges | (630 | ) | | (104 | ) | | (498 | ) | | 922 |
|
Amortization of pension and postretirement benefit costs, net of income | | | | | | | |
tax expense (benefit) of $1,017 and $661, and $2,871 and ($1,705) | 2,261 |
| | 1,210 |
| | 6,449 |
| | 5,849 |
|
| | | | | | | |
COMPREHENSIVE INCOME | $ | 110,124 |
| | $ | 67,208 |
| | $ | 237,039 |
| | $ | 165,122 |
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| | | | | | | |
EARNINGS PER COMMON SHARE (NOTE 2) | | | | | | | |
Basic earnings per share | $ | 0.86 |
| | $ | 0.52 |
| | $ | 1.81 |
| | $ | 1.32 |
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| | | | | | | |
Diluted earnings per share | $ | 0.84 |
| | $ | 0.51 |
| | $ | 1.75 |
| | $ | 1.30 |
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| | | | | | | |
Dividends per share | $ | 0.40 |
| | $ | 0.33 |
| | $ | 1.12 |
| | $ | 1.00 |
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| | | | | | | |
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See Notes to Condensed Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
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| | | | | | | |
| September 30, 2011 | | December 31, 2010 |
ASSETS |
CURRENT ASSETS | | | |
Cash and cash equivalents | $ | 362,285 |
| | $ | 349,463 |
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Accounts receivable, less allowance for doubtful accounts of $388 and $387 | 106,937 |
| | 82,640 |
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Inventory | | | |
Finished goods | 87,301 |
| | 84,013 |
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Work in progress | 8,353 |
| | 6,041 |
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Raw materials | 16,170 |
| | 17,517 |
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Manufacturing and maintenance supplies | 2,290 |
| | 2,464 |
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Total inventory | 114,114 |
| | 110,035 |
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Income tax receivable | 1,624 |
| | 21,734 |
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Prepaid and other current assets | 63,458 |
| | 45,314 |
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Total Current Assets | 648,418 |
| | 609,186 |
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| | | |
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION | 1,192,356 |
| | 1,137,931 |
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| | | |
PROPERTY, PLANT AND EQUIPMENT | | | |
Land | 26,345 |
| | 24,776 |
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Buildings | 131,406 |
| | 129,913 |
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Machinery and equipment | 1,343,931 |
| | 1,318,055 |
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Construction in progress | 63,405 |
| | 33,920 |
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Total property, plant and equipment, gross | 1,565,087 |
| | 1,506,664 |
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Less—accumulated depreciation | (1,144,479 | ) | | (1,121,360 | ) |
Total property, plant and equipment, net | 420,608 |
| | 385,304 |
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INVESTMENT IN JOINT VENTURE (NOTE 5) | 80,281 |
| | 68,483 |
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| | | |
OTHER ASSETS | 153,058 |
| | 162,749 |
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| | | |
TOTAL ASSETS | $ | 2,494,721 |
| | $ | 2,363,653 |
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LIABILITIES AND SHAREHOLDERS’ EQUITY |
CURRENT LIABILITIES | | | |
Accounts payable | $ | 68,495 |
| | $ | 57,985 |
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Current maturities of long-term debt | 116,167 |
| | 93,057 |
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Accrued taxes | 22,894 |
| | 10,337 |
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Accrued payroll and benefits | 24,719 |
| | 25,466 |
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Accrued interest | 11,942 |
| | 6,206 |
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Accrued customer incentives | 9,265 |
| | 9,759 |
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Other current liabilities | 35,637 |
| | 30,638 |
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Current liabilities for dispositions and discontinued operations (Note 10) | 11,090 |
| | 11,500 |
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TOTAL CURRENT LIABILITIES | 300,209 |
| | 244,948 |
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| | | |
LONG-TERM DEBT | 658,464 |
| | 675,103 |
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| | | |
NON-CURRENT LIABILITIES FOR DISPOSITIONS AND DISCONTINUED | | | |
OPERATIONS (Note 10) | 75,213 |
| | 81,660 |
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| | | |
PENSION AND OTHER POSTRETIREMENT BENEFITS (Note 12) | 65,512 |
| | 66,335 |
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| | | |
OTHER NON-CURRENT LIABILITIES | 27,292 |
| | 44,025 |
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COMMITMENTS AND CONTINGENCIES (Note 9 and 11) |
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SHAREHOLDERS’ EQUITY | | | |
Common Shares, 240,000,000 shares authorized, 121,827,626 and | | | |
121,023,140 shares issued and outstanding | 619,965 |
| | 602,882 |
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Retained earnings | 799,159 |
| | 717,058 |
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Accumulated other comprehensive loss | (51,093 | ) | | (68,358 | ) |
TOTAL SHAREHOLDERS' EQUITY | 1,368,031 |
| | 1,251,582 |
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| | | |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 2,494,721 |
| | $ | 2,363,653 |
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See Notes to Condensed Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
|
| | | | | | | |
| Nine Months Ended September 30, |
| 2011 | | 2010 |
OPERATING ACTIVITIES | | | |
Net income | $ | 219,774 |
| | $ | 158,415 |
|
Adjustments to reconcile net income to cash provided by operating activities: | | | |
Depreciation, depletion and amortization | 101,758 |
| | 115,687 |
|
Non-cash cost of real estate sold | 3,108 |
| | 6,531 |
|
Stock-based incentive compensation expense | 11,793 |
| | 11,610 |
|
Gain on sale of a portion of interest in the New Zealand joint venture | — |
| | (11,545 | ) |
Amortization of convertible debt discount | 6,471 |
| | 6,103 |
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Deferred income taxes | (5,967 | ) | | 14,871 |
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Excess tax benefits on stock-based compensation | (4,951 | ) | | (5,071 | ) |
Other | 9,094 |
| | 4,571 |
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Changes in operating assets and liabilities: | | | |
Receivables | (24,071 | ) | | (10,756 | ) |
Inventories | (8,435 | ) | | (3,481 | ) |
Accounts payable | 6,346 |
| | (8,993 | ) |
Income tax receivable | 20,110 |
| | 190,997 |
|
Other current assets | (11,244 | ) | | (6,032 | ) |
Accrued liabilities | 26,990 |
| | 16,476 |
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Other assets | 1,168 |
| | 629 |
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Other non-current liabilities | (18,759 | ) | | (321 | ) |
Expenditures for dispositions and discontinued operations | (6,915 | ) | | (6,484 | ) |
CASH PROVIDED BY OPERATING ACTIVITIES | 326,270 |
| | 473,207 |
|
| | | |
INVESTING ACTIVITIES | | | |
Capital expenditures | (87,156 | ) | | (95,614 | ) |
Purchase of timberlands | (94,162 | ) | | — |
|
Jesup mill cellulose specialties expansion | (14,567 | ) | | — |
|
Change in restricted cash | 8,323 |
| | (13,209 | ) |
Other | 7,021 |
| | 6,211 |
|
CASH USED FOR INVESTING ACTIVITIES | (180,541 | ) | | (102,612 | ) |
| | | |
FINANCING ACTIVITIES | | | |
Issuance of debt | 180,000 |
| | 157,000 |
|
Repayment of debt | (180,000 | ) | | (96,650 | ) |
Dividends paid | (136,563 | ) | | (120,156 | ) |
Proceeds from the issuance of common shares | 8,248 |
| | 21,532 |
|
Excess tax benefits on stock-based compensation | 4,951 |
| | 5,071 |
|
Debt issuance costs | (2,027 | ) | | (537 | ) |
Repurchase of common shares | (7,909 | ) | | (6,028 | ) |
CASH USED FOR FINANCING ACTIVITIES | (133,300 | ) | | (39,768 | ) |
| | | |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 393 |
| | (126 | ) |
| | | |
CASH AND CASH EQUIVALENTS | | | |
Change in cash and cash equivalents | 12,822 |
| | 330,701 |
|
Balance, beginning of year | 349,463 |
| | 74,964 |
|
Balance, end of period | $ | 362,285 |
| | $ | 405,665 |
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| | | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | | | |
Cash paid during the period: | | | |
Interest | $ | 23,706 |
| | $ | 24,499 |
|
Income taxes | $ | 4,992 |
| | $ | 4,538 |
|
Non-cash investing activity: | | | |
Capital assets purchased on account | $ | 16,504 |
| | $ | 9,800 |
|
See Notes to Condensed Consolidated Financial Statements.
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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1. | BASIS OF PRESENTATION AND NEW ACCOUNTING PRONOUNCEMENTS |
Basis of Presentation
The unaudited condensed consolidated financial statements and notes thereto of Rayonier Inc. and its subsidiaries ("Rayonier" or "the Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the rules and regulations of the Securities and Exchange Commission ("SEC"). Accordingly, certain information in the financial statements of the Company's Annual Report on Form 10-K has been condensed. In the opinion of management, these financial statements and notes reflect all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for the periods presented. These statements and notes should be read in conjunction with the financial statements and supplementary data included in the Company's Annual Report on Form 10-K for the year ended December 31, 2010, as filed with the SEC.
Subsequent Events
The Company evaluated events and transactions that occurred after the balance sheet date but before financial statements were issued, and no subsequent events were identified that warranted disclosure.
New or Recently Adopted Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update No. 2011-05, Presentation of Comprehensive Income. This standard eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. An entity can elect to present items of net income and other comprehensive income in one continuous statement - referred to as the statement of comprehensive income - or in two separate, but consecutive, statements. Each component of net income and each component of other comprehensive income, together with totals for comprehensive income and its two parts - net income and other comprehensive income, would need to be displayed under either alternative. The statements would need to be presented with equal prominence as the other primary financial statements. The standard is effective for Rayonier's first quarter 2012 filing. Since Rayonier reports a condensed consolidated statement of income and comprehensive income as its first financial statement each quarter, this new guidance will have no effect.
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2. | EARNINGS PER COMMON SHARE |
On July 22, 2011, the Board of Directors authorized a three-for-two stock split in the form of a stock dividend. The additional shares were distributed on August 24, 2011 to shareholders of record on August 10, 2011. The impact of the stock split is reflected for all periods presented in the following table which provides details of the calculations of basic and diluted earnings per common share:
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| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
Net income | $ | 104,909 |
| | $ | 62,904 |
| | $ | 219,774 |
| | $ | 158,415 |
|
| | | | | | | |
Shares used for determining basic earnings per common share | 121,790,059 |
| | 120,394,172 |
| | 121,665,644 |
| | 120,057,048 |
|
Dilutive effect of: | | | | | | | |
Stock options | 689,643 |
| | 579,611 |
| | 716,095 |
| | 575,294 |
|
Performance and restricted shares | 1,179,047 |
| | 1,232,342 |
| | 1,121,909 |
| | 1,144,926 |
|
Assumed conversion of Senior Exchangeable Notes (a) | 1,823,600 |
| | — |
| | 1,883,270 |
| | — |
|
Assumed conversion of warrants | 117,260 |
| | — |
| | 143,182 |
| | — |
|
Shares used for determining diluted earnings per common share | 125,599,609 |
| | 122,206,125 |
| | 125,530,100 |
| | 121,777,268 |
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| | | | | | | |
Basic earnings per common share | $ | 0.86 |
| | $ | 0.52 |
| | $ | 1.81 |
| | $ | 1.32 |
|
| | | | | | | |
Diluted earnings per common share | $ | 0.84 |
| | $ | 0.51 |
| | $ | 1.75 |
| | $ | 1.30 |
|
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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| | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
| 2011 | | 2010 | | 2011 | | 2010 |
Anti-dilutive shares excluded from the computations of | | | | | | | |
diluted earnings per share: | | | | | | | |
Stock options, performance and restricted shares | 142,135 |
| | 179,119 |
| | 198,594 |
| | 769,699 |
|
Assumed conversion of exchangeable note hedges (a) | 1,823,600 |
| | — |
| | 1,883,270 |
| | — |
|
Total | 1,965,735 |
| | 179,119 |
| | 2,081,864 |
| | 769,699 |
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(a) Upon maturity of the Senior Exchangeable Notes (the "Notes"), Rayonier will not issue additional shares for the Notes due to the offsetting exchangeable note hedges (the "hedges"). However, accounting guidance under Accounting Standards Codification 260, Earnings Per Share requires the assumed conversion of the Notes to be included in dilutive shares, while the assumed conversion of the hedges are excluded since they are anti-dilutive. For additional information on the potential dilutive impact of the Senior Exchangeable Notes, warrants and exchangeable note hedges, see Note 11 - Debt in the 2010 Annual Report on Form 10-K.
Rayonier is a real estate investment trust ("REIT"). In general, only the taxable REIT subsidiaries, whose businesses include the Company's non-REIT qualified activities, are subject to corporate income taxes. However, the Company is subject to U.S. federal corporate income tax on built-in gains (the excess of fair market value over tax basis for property held upon REIT election at January 1, 2004) on taxable sales of such property during calendar years 2004 through 2013 (for 2011 the tax rate is zero). Accordingly, the provision for corporate income taxes relates principally to current and deferred taxes on taxable REIT subsidiaries' income and certain property sales.
Unrecognized Tax Benefits
During the third quarter of 2011, the Company received a final examination report from the U.S. Internal Revenue Service ("IRS") regarding its Rayonier TRS Holdings Inc. ("TRS") 2009 tax return. As a result, Rayonier reversed the uncertain tax liability recorded in 2009 relating to the taxability of the alternative fuel mixture credit ("AFMC") and recognized a $16 million tax benefit in the third quarter of 2011.
Cellulosic Biofuel Producer Credit
The IRS allowed two credits for taxpayers that produced and used an alternative fuel in the operation of their business through December 31, 2009. In the second quarter of 2011, management approved an exchange of alternative fuel (black liquor) gallons previously claimed under the AFMC for the cellulosic biofuel producer credit ("CBPC"). The net tax benefits from the exchange for the three and nine months ended September 30, 2011 were $2.0 million and $6.1 million, respectively.
For additional information, see Note 3 - Alternative Fuel Mixture Credit ("AFMC") and Cellulosic Biofuel Producer Credit ("CBPC") and Note 8 - Income Taxes in the Company's Annual Report on Form 10-K for the year ended December 31, 2010.
Effective Tax Rate
The Company's effective tax rate is below the 35 percent U.S. statutory tax rate primarily due to tax benefits associated with being a REIT. The effective tax rate for the quarter was a 9.0 percent benefit compared to a 20.9 percent expense in the prior year period. Year-to-date, the 2011 effective tax rate was a 7.5 percent expense compared to a 16.0 percent expense in 2010. The 2011 periods benefited from the reversal of the reserve related to the taxability of the AFMC, the exchange for the CBPC and a $9.3 million benefit associated with the structuring of a transfer of higher and better use properties to a taxable REIT subsidiary from the REIT.
In order to qualify for like-kind exchange ("LKE") treatment, the proceeds from real estate sales must be deposited with a third-party intermediary. These proceeds are accounted for as restricted cash until a suitable replacement property is acquired. In the event that the LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash. As of September 30, 2011 and December 31, 2010, the Company had $0 and $8.3 million, respectively, of proceeds from real estate sales classified as restricted cash in Other Assets, which were deposited with an LKE intermediary.
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
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5. | JOINT VENTURE INVESTMENT |
The Company holds a 26 percent interest in Matariki Forestry Group ("Matariki"), a joint venture ("JV") that owns or leases approximately 0.3 million acres of New Zealand timberlands. In addition to the investment, Rayonier New Zealand Limited, a wholly-owned subsidiary of Rayonier Inc., serves as the manager of the JV forests and operates a log trading business.
In February 2010, the JV sold a 35 percent interest to a new investor for NZ$167 million. Matariki issued new shares to the investor and used all the proceeds to pay down a portion of its outstanding NZ$367 million debt. Upon closing, Rayonier's ownership interest in Matariki declined from 40 percent to 26 percent. As a result of this transaction, results for the nine months ended September 30, 2010 include a gain of $11.5 million, net of $0.9 million in tax, or $0.09 per diluted share.
An analysis of shareholders’ equity for the nine months ended September 30, 2011 and the year ended December 31, 2010 is shown below (share amounts not in thousands):
|
| | | | | | | | | | | | | | | | | | |
| Common Shares | | Retained Earnings | | Accumulated Other Comprehensive Loss | | Shareholders’ Equity |
| Shares (a) | | Amount | |
Balance, December 31, 2009 | 119,312,961 |
| | $ | 561,962 |
| | $ | 663,986 |
| | $ | (79,742 | ) | | $ | 1,146,206 |
|
Net income | — |
| | — |
| | 217,586 |
| | — |
| | 217,586 |
|
Dividends ($1.36 per share) | — |
| | — |
| | (164,514 | ) | | — |
| | (164,514 | ) |
Issuance of shares under incentive stock plans | 1,914,341 |
| | 26,314 |
| | — |
| | — |
| | 26,314 |
|
Stock-based compensation | — |
| | 15,223 |
| | — |
| | — |
| | 15,223 |
|
Excess tax benefit on stock-based compensation | — |
| | 5,411 |
| | — |
| | — |
| | 5,411 |
|
Repurchase of common shares | (204,162 | ) | | (6,028 | ) | | — |
| | — |
| | (6,028 | ) |
Net gain from pension and postretirement plans | — |
| | — |
| | — |
| | 6,385 |
| | 6,385 |
|
Foreign currency translation adjustment | — |
| | — |
| | — |
| | 4,162 |
| | 4,162 |
|
Joint venture cash flow hedges | — |
| | — |
| | — |
| | 837 |
| | 837 |
|
Balance, December 31, 2010 | 121,023,140 |
| | $ | 602,882 |
| | $ | 717,058 |
| | $ | (68,358 | ) | | $ | 1,251,582 |
|
Net income | — |
| | — |
| | 219,774 |
| | — |
| | 219,774 |
|
Dividends ($1.12 per share) | — |
| | — |
| | (137,673 | ) | | — |
| | (137,673 | ) |
Issuance of shares under incentive stock plans | 1,013,180 |
| | 8,248 |
| | — |
| | — |
| | 8,248 |
|
Stock-based compensation | — |
| | 11,793 |
| | — |
| | — |
| | 11,793 |
|
Excess tax benefit on stock-based compensation | — |
| | 4,951 |
| | — |
| | — |
| | 4,951 |
|
Repurchase of common shares | (208,694 | ) | | (7,909 | ) | | — |
| | — |
| | (7,909 | ) |
Amortization of pension and postretirement plans | — |
| | — |
| | — |
| | 6,449 |
| | 6,449 |
|
Foreign currency translation adjustment | — |
| | — |
| | — |
| | 11,314 |
| | 11,314 |
|
Joint venture cash flow hedges | — |
| | — |
| | — |
| | (498 | ) | | (498 | ) |
Balance, September 30, 2011 | 121,827,626 |
| | $ | 619,965 |
| | $ | 799,159 |
| | $ | (51,093 | ) | | $ | 1,368,031 |
|
(a) The impact of the August 2011 three-for-two stock split is reflected for all periods presented. See Note 2 - Earnings Per Common Share for additional information.
| |
7. | SEGMENT AND GEOGRAPHICAL INFORMATION |
Effective first quarter 2011, the Company renamed its Timber segment, Forest Resources. All prior period amounts previously reported under the Timber segment are now reported under the Forest Resources segment.
Rayonier operates in four reportable business segments: Forest Resources, Real Estate, Performance Fibers, and Wood Products. Forest Resources sales include all activities that relate to the harvesting of timber. Real Estate sales include all property sales, including those designated for higher and better use ("HBU"). The assets of the Real Estate segment include HBU property held by the Company’s real estate subsidiary, TerraPointe LLC. The Performance Fibers segment includes two major product lines, cellulose specialties and absorbent materials. The Wood Products segment is comprised of lumber operations. The Company’s remaining operations include harvesting and selling timber acquired from third parties (log trading). These operations are reported in "Other Operations." Sales between operating segments are made based on fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation. The Company evaluates financial performance based on the operating income of the segments.
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Operating income (loss) as presented in the Condensed Consolidated Statements of Income and Comprehensive Income is equal to segment income (loss). Certain income (loss) items in the Condensed Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include gains (losses) from certain asset dispositions, interest income (expense), miscellaneous income (expense) and income tax (expense) benefit, are not considered by management to be part of segment operations.
Total assets, sales, operating income (loss) and depreciation, depletion and amortization by segment including Corporate were as follows:
|
| | | | | | | |
| September 30, | | December 31, |
ASSETS | 2011 | | 2010 |
Forest Resources | $ | 1,342,022 |
| | $ | 1,259,925 |
|
Real Estate | 82,313 |
| | 85,525 |
|
Performance Fibers | 617,649 |
| | 550,875 |
|
Wood Products | 20,292 |
| | 19,544 |
|
Other Operations | 22,980 |
| | 25,583 |
|
Corporate and other | 409,465 |
| | 422,201 |
|
Total | $ | 2,494,721 |
| | $ | 2,363,653 |
|
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
SALES | 2011 | | 2010 | | 2011 | | 2010 |
Forest Resources | $ | 57,265 |
| | $ | 47,343 |
| | $ | 162,482 |
| | $ | 143,368 |
|
Real Estate | 32,177 |
| | 45,162 |
| | 57,945 |
| | 90,891 |
|
Performance Fibers | 255,457 |
| | 246,314 |
| | 739,426 |
| | 648,032 |
|
Wood Products | 16,492 |
| | 14,652 |
| | 50,239 |
| | 52,157 |
|
Other Operations | 25,950 |
| | 25,449 |
| | 94,869 |
| | 72,803 |
|
Intersegment Eliminations (a) | (2,250 | ) | | (1,405 | ) | | (4,743 | ) | | (7,326 | ) |
Total | $ | 385,091 |
| | $ | 377,515 |
| | $ | 1,100,218 |
| | $ | 999,925 |
|
| |
(a) | Intersegment eliminations primarily reflect sales from our Forest Resources segment to our Performance Fibers segment. |
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
OPERATING INCOME (LOSS) | 2011 | | 2010 | | 2011 | | 2010 |
Forest Resources | $ | 10,792 |
| | $ | 9,151 |
| | $ | 33,681 |
| | $ | 26,023 |
|
Real Estate | 28,077 |
| | 30,788 |
| | 40,458 |
| | 52,325 |
|
Performance Fibers | 74,897 |
| | 62,311 |
| | 221,709 |
| | 152,158 |
|
Wood Products | (740 | ) | | (1,368 | ) | | (1,274 | ) | | 2,943 |
|
Other Operations | 1,122 |
| | (798 | ) | | 955 |
| | 538 |
|
Corporate and other (b) | (5,838 | ) | | (8,002 | ) | | (20,568 | ) | | (8,701 | ) |
Total | $ | 108,310 |
| | $ | 92,082 |
| | $ | 274,961 |
| | $ | 225,286 |
|
| |
(b) | Nine months ended September 30, 2010 include a $12.4 million gain from the sale of a portion of the Company's interest in its New Zealand JV. See Note 5 — Joint Venture Investment for additional information. |
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
|
| | | | | | | | | | | | | | | |
| Three Months Ended September 30, | | Nine Months Ended September 30, |
DEPRECIATION, DEPLETION AND AMORTIZATION | 2011 | | 2010 | | 2011 | | 2010 |
Forest Resources | $ | 16,614 |
| | $ | 14,813 |
| | $ | 47,866 |
| | $ | 48,819 |
|
Real Estate | 5,677 |
| | 9,284 |
| | 10,598 |
| | 21,286 |
|
Performance Fibers | 15,592 |
| | 13,922 |
| | 40,089 |
| | 41,929 |
|
Wood Products | 689 |
| | 936 |
| | 2,344 |
| | 3,080 |
|
Corporate and other | 323 |
| | 210 |
| | 861 |
| | 573 |
|
Total | $ | 38,895 |
| | $ | 39,165 |
| | $ | 101,758 |
| | $ | 115,687 |
|
| |
8. | FAIR VALUE MEASUREMENTS |
Fair Value of Financial Instruments
The following table presents the carrying amount and estimated fair values of financial instruments held by the Company at September 30, 2011 and December 31, 2010, using market information and what the Company believes to be appropriate valuation methodologies under generally accepted accounting principles:
|
| | | | | | | | | | | | | | | | |
| | September 30, 2011 | | December 31, 2010 |
Asset (liability) | | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value |
Cash and cash equivalents | $ | 362,285 |
| | $ | 362,285 |
| | $ | 349,463 |
| | $ | 349,463 |
|
Short-term debt | | (116,167 | ) | | (117,074 | ) | | (93,057 | ) | | (98,042 | ) |
Long-term debt | | (658,464 | ) | | (692,754 | ) | | (675,103 | ) | | (783,080 | ) |
Rayonier uses the following methods and assumptions in estimating the fair value of its financial instruments:
Cash and cash equivalents — The carrying amount is equal to fair market value.
Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and maturities.
Variable Interest Entity
Rayonier holds a variable interest in a bankruptcy-remote, limited liability subsidiary ("special-purpose entity") which was created in 2004 when Rayonier monetized a $25.0 million installment note and letter of credit received in connection with a timberland sale. The Company contributed the note and a letter of credit to the special-purpose entity and using the installment note and letter of credit as collateral, the special-purpose entity issued $22.6 million of 15-year Senior Secured Notes and remitted cash of $22.6 million to the Company. There are no restrictions that relate to the transferred financial assets. Rayonier maintains a $2.6 million interest in the entity and receives immaterial cash payments equal to the excess of interest received on the installment note over the interest paid on the Senior Secured Notes. The Company's interest is recorded at fair value and is included in "Other Assets" in the Condensed Consolidated Balance Sheets. In addition, the Company calculated and recorded a de minimus guarantee liability to reflect its obligation of up to $2.6 million under a make-whole agreement pursuant to which it guaranteed certain obligations of the entity. This guarantee obligation is also collateralized by the letter of credit. The Company's interest in the entity, together with the make-whole agreement, represents the maximum exposure to loss as a result of the Company's involvement with the special-purpose entity. Upon maturity of the Senior Secured Notes in 2019 and termination of the special-purpose entity, Rayonier will receive the remaining $2.6 million of cash. The Company determined, based upon an analysis under the variable interest entity guidance, that it does not have the power to direct activities that most significantly impact the entity's economic success. Therefore, Rayonier is not the primary beneficiary and is not required to consolidate the entity.
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Assets measured at fair value on a recurring basis are summarized below:
|
| | | | | | | | | | | | | | | | |
Asset | | Carrying Value at September 30, 2011 | | Level 2 | | Carrying Value at December 31, 2010 | | Level 2 |
Investment in special-purpose entity | | $ | 2,879 |
| | $ | 2,879 |
| | $ | 2,879 |
| | $ | 2,879 |
|
| | | | | | | | |
The fair value of the investment in the special-purpose entity is determined by summing the discounted value of future principal and interest payments that Rayonier will receive from the special-purpose entity. The interest rate of a similar instrument is used to determine the discounted value of the payments.
The Company provides financial guarantees as required by creditors, insurance programs, and state and foreign governmental agencies. As of September 30, 2011, the following financial guarantees were outstanding:
|
| | | | | | | | |
Financial Commitments | | Maximum Potential Payment | | Carrying Amount of Liability |
Standby letters of credit (a) | $ | 43,807 |
| | $ | 38,110 |
|
Guarantees (b) | | 2,555 |
| | 43 |
|
Surety bonds (c) | | 12,447 |
| | 1,536 |
|
Total financial commitments | $ | 58,809 |
| | $ | 39,689 |
|
| |
(a) | Approximately $39 million of the standby letters of credit serve as credit support for industrial revenue bonds. The remaining letters of credit support various insurance related agreements, primarily workers’ compensation and pollution liability policy requirements. These letters of credit will expire at various dates during 2011 and 2012 and will be renewed as required. |
| |
(b) | In conjunction with a timberland sale and note monetization in the first quarter of 2004, the Company issued a make-whole agreement pursuant to which it guaranteed $2.6 million of obligations of a special-purpose entity that was established to complete the monetization. At September 30, 2011, the Company has a de minimus 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 the Company’s workers’ compensation self-insurance program in that state. These surety bonds expire at various dates during 2011, 2012 and 2014 and are expected to be renewed as required. |
| |
10. | LIABILITIES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS |
An analysis of the liabilities for dispositions and discontinued operations follows:
|
| | | | | | | | |
| September 30, | | December 31, | |
| 2011 | | 2010 | |
Balance, beginning of period | $ | 93,160 |
| | $ | 98,591 |
| |
Expenditures charged to liabilities | (6,915 | ) | | (8,632 | ) | |
Increase to liabilities | 58 |
| | 3,201 |
| |
Balance, end of period | 86,303 |
| | 93,160 |
| |
Less: Current portion | (11,090 | ) | | (11,500 | ) | |
Non-current portion | $ | 75,213 |
| | $ | 81,660 |
| |
The Company is exposed to the risk of reasonably possible additional losses in excess of the established liabilities. As of September 30, 2011, this amount could range up to $40 million, allocable over several of the applicable sites, and arises from uncertainty over the availability, feasibility or effectiveness of certain remediation technologies, additional or different contamination that may be discovered, development of new or more effective environmental remediation technologies and the
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
exercise of discretion in interpretation of applicable law and regulations by governmental agencies.
Subject to the factors described in Note 14 - Liabilities for Dispositions and Discontinued Operations in the 2010 Annual Report on Form 10-K, the Company believes established liabilities are sufficient for costs expected to be incurred over the next 20 years with respect to its dispositions and discontinued operations. Remedial actions for these sites vary, but include, among others, on-site (and in certain cases off-site) removal or treatment of contaminated soils and sediments, recovery and treatment/remediation of groundwater, and source remediation and/or control.
Rayonier is engaged in various legal actions, including certain environmental proceedings. The Company has been named as a defendant in various other lawsuits and claims arising in the normal course of business. While the Company has procured reasonable and customary insurance covering risks normally occurring in connection with its businesses, it has in certain cases retained some risk through the operation of self-insurance, primarily in the areas of workers’ compensation, property insurance and general liability. These other lawsuits and claims, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations, or cash flow.
For additional information, see Note 14 — Liabilities for Dispositions and Discontinued Operations in the 2010 Annual Report on Form 10-K.
| |
12. | EMPLOYEE BENEFIT PLANS |
The Company has four qualified non-contributory defined benefit pension plans covering a majority of its employees and an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans. Effective March 2011, all of these plans were closed to new participants. Employee benefit plan liabilities are calculated using actuarial estimates and management assumptions. These estimates are based on historical information, along with certain assumptions about future events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.
The net pension and postretirement benefit costs that have been recognized during the stated periods are shown in the following table:
|
| | | | | | | | | | | | | | | | |
| Pension | Postretirement |
| Three Months Ended September 30, | | Three Months Ended September 30, | |
| 2011 | | 2010 | | 2011 | | 2010 | |
Components of Net Periodic Benefit Cost | | | | | | | | |
Service cost | $ | 1,695 |
| | $ | 1,549 |
| | $ | 99 |
| | $ | 148 |
| |
Interest cost | 4,522 |
| | 4,435 |
| | 257 |
| | 258 |
| |
Expected return on plan assets | (6,455 | ) | | (5,412 | ) | | — |
| | — |
| |
Amortization of prior service cost | 340 |
| | 414 |
| | 49 |
| | 21 |
| |
Amortization of plan amendment | — |
| | — |
| | — |
| | (637 | ) | |
Amortization of losses | 2,593 |
| | 1,614 |
| | 296 |
| | 459 |
| |
Net periodic benefit cost | $ | 2,695 |
| | $ | 2,600 |
| | $ | 701 |
| | $ | 249 |
| |
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
|
| | | | | | | | | | | | | | | | |
| Pension | Postretirement |
| Nine Months Ended September 30, | | Nine Months Ended September 30, | |
| 2011 | | 2010 | | 2011 | | 2010 | |
Components of Net Periodic Benefit Cost | | | | | | | | |
Service cost | $ | 5,086 |
| | $ | 4,647 |
| | $ | 463 |
| | $ | 440 |
| |
Interest cost | 13,566 |
| | 13,305 |
| | 729 |
| | 772 |
| |
Expected return on plan assets | (19,366 | ) | | (16,238 | ) | | — |
| | — |
| |
Amortization of prior service cost | 1,020 |
| | 1,243 |
| | 93 |
| | 65 |
| |
Amortization of plan amendment | — |
| | — |
| | — |
| | (5,421 | ) | |
Amortization of losses | 7,779 |
| | 4,842 |
| | 428 |
| | 3,415 |
| |
Net periodic benefit cost | $ | 8,085 |
| | $ | 7,799 |
| | $ | 1,713 |
| | $ | (729 | ) | |
The Company made no discretionary contributions to the pension plans during the nine months ended September 30, 2011. The Company has no mandatory pension contributions for 2011 and does not expect to make any discretionary contributions.
In April 2011, the Company entered into a five year $300 million unsecured revolving credit facility, replacing the previous $250 million facility which was scheduled to expire in August 2011. The new facility has a borrowing rate of LIBOR plus 105 basis points plus a facility fee of 20 basis points and expires in April 2016. In August 2011, the Company increased the revolving credit facility to $450 million from $300 million. At September 30, 2011, the Company had $370 million of available borrowings under this facility.
In March 2011, TRS, a wholly-owned subsidiary of Rayonier, repaid a $75 million term note due in 2015. There were no other significant changes to the Company's outstanding debt as reported in Note 11 - Debt of the Company's 2010 Annual Report on 10-K.
| |
14. | ACCUMULATED OTHER COMPREHENSIVE LOSS |
Accumulated Other Comprehensive Loss was comprised of the following:
|
| | | | | | | |
| September 30, 2011 | | December 31, 2010 |
Foreign currency translation adjustments (a) | $ | 42,245 |
| | $ | 30,931 |
|
Joint venture cash flow hedges | (1,966 | ) | | (1,468 | ) |
Unrecognized components of employee benefit plans, net of tax | (91,372 | ) | | (97,821 | ) |
Total | $ | (51,093 | ) | | $ | (68,358 | ) |
(a) During the nine months ended September 30, 2011, the increase in net foreign currency translation adjustments was due to the strengthening of the New Zealand dollar against the U.S. dollar.
| |
15. | CONSOLIDATING FINANCIAL STATEMENTS |
In October 2007, TRS issued $300 million of 3.75% Senior Exchangeable Notes due 2012, and in August 2009 TRS issued $172.5 million of 4.50% Senior Exchangeable Notes due 2015. The notes for both transactions are non-callable and are guaranteed by Rayonier Inc. as the Parent Guarantor and Rayonier Operating Company LLC ("ROC") as the Subsidiary Guarantor. In connection with these exchangeable notes, the Company provides the following condensed consolidating financial information in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use of the equity method of accounting to reflect ownership interests in wholly-owned subsidiaries, which are eliminated upon consolidation, and the allocation of certain expenses of Rayonier Inc. incurred for the benefit of its subsidiaries.
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
Reclassifications
In fourth quarter 2010, the Company determined that certain amounts had been incorrectly allocated between the entities presented. See Note 21 - Consolidating Financial Statements in the Company's 2010 Annual Report on Form 10-K for additional information. This resulted in (1) an understatement of interest expense of $5.3 million and $15.6 million for the three and nine months ended September 30, 2010, respectively, for TRS (Issuer) and an overstatement for the same amount for TRS non-guarantor subsidiaries, and (2) the overstatement of income (loss) related to the New Zealand joint venture totaling $(0.04) million and $4.65 million for the three and nine months ended September 30, 2010, respectively, at ROC (Subsidiary Guarantor) and an understatement for the same amount for Other non-guarantor subsidiaries. Consequently, Subsidiary Guarantor and Issuer equity in income from subsidiaries, Issuer and non-guarantor subsidiaries interest and miscellaneous income (expense), net and Issuer and Non-guarantor subsidiaries income tax expense, as previously reported, were also impacted by these misallocations in lesser amounts. The information below gives effect to the correction of these matters. The aforementioned items do not impact the Company’s Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Income and Comprehensive Income or Condensed Consolidated Statement of Cash Flows for the quarter ended September 30, 2010. Management believes the effects of these corrections are not material to the Company’s previously issued condensed consolidating financial statements.
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Three Months Ended September 30, 2011 |
| Rayonier Inc. (Parent Guarantor) | | ROC (Subsidiary Guarantor) | | Rayonier TRS Holdings Inc. (Issuer) | | Subsidiaries of Rayonier TRS Holdings Inc. (Non- guarantors) | | All Other Subsidiaries (Non- guarantors) | | Consolidating Adjustments | | Total Consolidated |
SALES | $ | — |
| | $ | — |
| | $ | — |
| | $ | 342,937 |
| | $ | 61,463 |
| | $ | (19,309 | ) | | $ | 385,091 |
|
Costs and Expenses | | | | | | | | | | | | | |
Cost of sales | — |
| | — |
| | — |
| | 254,969 |
| | 32,376 |
| | (21,161 | ) | | 266,184 |
|
Selling and general expenses | — |
| | 2,566 |
| | — |
| | 12,584 |
| | 612 |
| | — |
| | 15,762 |
|
Other operating expense (income), net | — |
| | 45 |
| | — |
| | (2,606 | ) | | (1,610 | ) | | — |
| | (4,171 | ) |
| — |
| | 2,611 |
| | — |
| | 264,947 |
| | 31,378 |
| | (21,161 | ) | | 277,775 |
|
Equity in income of New Zealand joint venture | — |
| | — |
| | — |
| | 200 |
| | 794 |
| | — |
| | 994 |
|
OPERATING (LOSS) INCOME | — |
| | (2,611 | ) | | — |
| | 78,190 |
| | 30,879 |
| | 1,852 |
| | 108,310 |
|
Interest expense | — |
| | (440 | ) | | (12,139 | ) | | 328 |
| | (105 | ) | | — |
| | (12,356 | ) |
Interest and miscellaneous income (expense), net | — |
| | 1,332 |
| | (1,121 | ) | | (5,053 | ) | | 5,173 |
| | — |
| | 331 |
|
Equity in income from subsidiaries | 104,909 |
| | 106,350 |
| | 76,971 |
| | — |
| | — |
| | (288,230 | ) | | — |
|
INCOME BEFORE INCOME TAXES | 104,909 |
| | 104,631 |
| | 63,711 |
| | 73,465 |
| | 35,947 |
| | (286,378 | ) | | 96,285 |
|
Income tax benefit | — |
| | 278 |
| | 4,840 |
| | 3,506 |
| | — |
| | — |
| | 8,624 |
|
NET INCOME | $ | 104,909 |
| | $ | 104,909 |
| | $ | 68,551 |
| | $ | 76,971 |
| | $ | 35,947 |
| | $ | (286,378 | ) | | $ | 104,909 |
|
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Three Months Ended September 30, 2010 |
| Rayonier Inc. (Parent Guarantor) | | ROC (Subsidiary Guarantor) | | Rayonier TRS Holdings Inc. (Issuer) | | Subsidiaries of Rayonier TRS Holdings Inc. (Non- guarantors) | | All Other Subsidiaries (Non- guarantors) | | Consolidating Adjustments | | Total Consolidated |
SALES | $ | — |
| | $ | — |
| | $ | — |
| | $ | 349,311 |
| | $ | 69,040 |
| | $ | (40,836 | ) | | $ | 377,515 |
|
Costs and Expenses | | | | | | | | | | | | | |
Cost of sales | — |
| | — |
| | — |
| | 280,715 |
| | 33,900 |
| | (45,412 | ) | | 269,203 |
|
Selling and general expenses | — |
| | 2,735 |
| | — |
| | 13,613 |
| | 777 |
| | — |
| | 17,125 |
|
Other operating expense (income), net | — |
| | 54 |
| | — |
| | 679 |
| | (1,525 | ) | | — |
| | (792 | ) |
| — |
| | 2,789 |
| | — |
| | 295,007 |
| | 33,152 |
| | (45,412 | ) | | 285,536 |
|
Equity in income (loss) of New Zealand joint venture | — |
| | — |
| | — |
| | 147 |
| | (44 | ) | | — |
| | 103 |
|
OPERATING (LOSS) INCOME | — |
| | (2,789 | ) | | — |
| | 54,451 |
| | 35,844 |
| | 4,576 |
| | 92,082 |
|
Interest expense | — |
| | (80 | ) | | (12,682 | ) | | (153 | ) | | (28 | ) | | — |
| | (12,943 | ) |
Interest and miscellaneous income (expense), net | — |
| | 1,335 |
| | (987 | ) | | (5,178 | ) | | 5,175 |
| | — |
| | 345 |
|
Equity in income from subsidiaries | 62,904 |
| | 66,680 |
| | 29,793 |
| | — |
| | — |
| | (159,377 | ) | | — |
|
INCOME BEFORE INCOME TAXES | 62,904 |
| | 65,146 |
| | 16,124 |
| | 49,120 |
| | 40,991 |
| | (154,801 | ) | | 79,484 |
|
Income tax (expense) benefit | — |
| | (2,242 | ) | | 4,989 |
| | (19,327 | ) | | — |
| | — |
| | (16,580 | ) |
NET INCOME | $ | 62,904 |
| | $ | 62,904 |
| | $ | 21,113 |
| | $ | 29,793 |
| | $ | 40,991 |
| | $ | (154,801 | ) | | $ | 62,904 |
|
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Nine Months Ended September 30, 2011 |
| Rayonier Inc. (Parent Guarantor) | | ROC (Subsidiary Guarantor) | | Rayonier TRS Holdings Inc. (Issuer) | | Subsidiaries of Rayonier TRS Holdings Inc. (Non- guarantors) | | All Other Subsidiaries (Non- guarantors) | | Consolidating Adjustments | | Total Consolidated |
SALES | $ | — |
| | $ | — |
| | $ | — |
| | $ | 1,002,015 |
| | $ | 147,884 |
| | $ | (49,681 | ) | | $ | 1,100,218 |
|
Costs and Expenses |
| |
| |
| |
| |
| | | | |
Cost of sales | — |
| | — |
| | — |
| | 750,375 |
| | 90,630 |
| | (54,538 | ) | | 786,467 |
|
Selling and general expenses | — |
| | 7,497 |
| | — |
| | 38,639 |
| | 2,051 |
| | — |
| | 48,187 |
|
Other operating expense (income), net | — |
| | 130 |
| | — |
| | (406 | ) | | (5,304 | ) | | — |
| | (5,580 | ) |
| — |
| | 7,627 |
| | — |
| | 788,608 |
| | 87,377 |
| | (54,538 | ) | | 829,074 |
|
Equity in income of New Zealand joint venture | — |
| | — |
| | — |
| | 561 |
| | 3,256 |
| | — |
| | 3,817 |
|
OPERATING (LOSS) INCOME | — |
| | (7,627 | ) | | — |
| | 213,968 |
| | 63,763 |
| | 4,857 |
| | 274,961 |
|
Interest expense | — |
| | (831 | ) | | (37,350 | ) | | 73 |
| | (192 | ) | | — |
| | (38,300 | ) |
Interest and miscellaneous income (expense), net | — |
| | 3,972 |
| | (3,313 | ) | | (15,069 | ) | | 15,345 |
| | — |
| | 935 |
|
Equity in income from subsidiaries | 219,774 |
| | 224,142 |
| | 166,190 |
| | — |
| | — |
| | (610,106 | ) | | — |
|
INCOME BEFORE INCOME TAXES | 219,774 |
| | 219,656 |
| | 125,527 |
| | 198,972 |
| | 78,916 |
| | (605,249 | ) | | 237,596 |
|
Income tax benefit (expense) | — |
| | 118 |
| | 14,842 |
| | (32,782 | ) | | — |
| | — |
| | (17,822 | ) |
NET INCOME | $ | 219,774 |
| | $ | 219,774 |
| | $ | 140,369 |
| | $ | 166,190 |
| | $ | 78,916 |
| | $ | (605,249 | ) | | $ | 219,774 |
|
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONDENSED CONSOLIDATING STATEMENTS OF INCOME For the Nine Months Ended September 30, 2010 |
| Rayonier Inc. (Parent Guarantor) | | ROC (Subsidiary Guarantor) | | Rayonier TRS Holdings Inc. (Issuer) | | Subsidiaries of Rayonier TRS Holdings Inc. (Non- guarantors) | | All Other Subsidiaries (Non- guarantors) | | Consolidating Adjustments | | Total Consolidated |
SALES | $ | — |
| | $ | — |
| | $ | — |
| | $ | 928,643 |
| | $ | 203,909 |
| | $ | (132,627 | ) | | $ | 999,925 |
|
Costs and Expenses | | | | | | | | | | | | | |
Cost of sales | — |
| | — |
| | — |
| | 754,937 |
| | 99,782 |
| | (109,723 | ) | | 744,996 |
|
Selling and general expenses | — |
| | 7,591 |
| | — |
| | 39,343 |
| | 2,330 |
| | — |
| | 49,264 |
|
Other operating expense (income), net | — |
| | 73 |
| | — |
| | (955 | ) | | (5,738 | ) | | — |
| | (6,620 | ) |
| — |
| | 7,664 |
| | — |
| | 793,325 |
| | 96,374 |
| | (109,723 | ) | | 787,640 |
|
Equity in income of New Zealand joint venture | — |
| | — |
| | — |
| | 652 |
| | (18 | ) | | — |
| | 634 |
|
OPERATING (LOSS) INCOME BEFORE GAIN ON SALE OF A PORTION OF THE INTEREST IN THE NEW ZEALAND JOINT VENTURE | — |
| | (7,664 | ) | | — |
| | 135,970 |
| | 107,517 |
| | (22,904 | ) | | 212,919 |
|
Gain on sale of a portion of the interest in the New Zealand joint venture | — |
| | — |
| | — |
| | 7,697 |
| | 4,670 |
| | — |
| | 12,367 |
|
OPERATING (LOSS) INCOME | — |
| | (7,664 | ) | | — |
| | 143,667 |
| | 112,187 |
| | (22,904 | ) | | 225,286 |
|
Interest expense | — |
| | 70 |
| | (37,643 | ) | | — |
| | (107 | ) | | — |
| | (37,680 | ) |
Interest and miscellaneous income (expense), net | — |
| | 11,595 |
| | (3,276 | ) | | (21,835 | ) | | 14,459 |
| | — |
| | 943 |
|
Equity in income from subsidiaries | 158,415 |
| | 158,198 |
| | 80,547 |
| | — |
| | — |
| | (397,160 | ) | | — |
|
INCOME BEFORE INCOME TAXES | 158,415 |
| | 162,199 |
| | 39,628 |
| | 121,832 |
| | 126,539 |
| | (420,064 | ) | | 188,549 |
|
Income tax (expense) benefit | — |
| | (3,784 | ) | | 14,935 |
| | (41,285 | ) | | — |
| | — |
| | (30,134 | ) |
NET INCOME | $ | 158,415 |
| | $ | 158,415 |
| | $ | 54,563 |
| | $ | 80,547 |
| | $ | 126,539 |
| | $ | (420,064 | ) | | $ | 158,415 |
|
RAYONIER INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
(Dollar amounts in thousands unless otherwise stated)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CONDENSED CONSOLIDATING BALANCE SHEETS As of September 30, 2011 |
| Rayonier Inc. (Parent Guarantor) | | ROC (Subsidiary Guarantor) | | Rayonier TRS Holdings Inc. (Issuer) | | Subsidiaries of Rayonier TRS Holdings Inc. (Non- guarantors) | | All Other Subsidiaries (Non- guarantors) | | Consolidating Adjustments | | Total Consolidated |
ASSETS | | | | | | | | | | | | | |
CURRENT ASSETS | | | | | | | | | | | | | |
Cash and cash equivalents | $ | — |
| | $ | 42,375 |
| | $ | 276,435 |
| | $ | 10,274 |
| | $ | 33,201 |
| | $ | — |
| | $ | 362,285 |
|
Accounts receivable, less allowance for doubtful accounts | — |
| | — |
| | — |
| | 105,707 |
| | 1,230 |
| | — |
| | 106,937 |
|
Inventory | — |
| | 76 |
| | — |
| | 128,716 |
| | — |
| | (14,678 | ) | | 114,114 |
|
Intercompany interest receivable | — |
| | — |
| | — |
| | — |
| | 4,257 |
| | (4,257 | ) | | — |
|
Income tax receivable | — |
| | 1,624 |
| |