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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 10-Q

 


 

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2004

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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 Number 13-2607329

 

50 North Laura Street, Jacksonville, FL 32202

(Principal Executive Office)

 

Telephone Number: (904) 357-9100


 

Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during the preceding l2 months and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    YES  x    NO  ¨

 

As of July 23, 2004 there were outstanding 49,644,332 Common Shares of the Registrant.

 



Table of Contents

RAYONIER INC.

FORM 10-Q

JUNE 30, 2004

 

TABLE OF CONTENTS

 

          PAGE

PART I.

   FINANCIAL INFORMATION     

Item l.

   Condensed Consolidated Financial Statements (Unaudited)     
     Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2004 and 2003    1
     Condensed Consolidated Balance Sheets as of June 30, 2004 and December 3l, 2003    2
     Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003    3
     Notes to Condensed Consolidated Financial Statements    4

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    17

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    28

Item 4.

   Controls and Procedures    29

PART II.

   OTHER INFORMATION     

Item 1.

   Legal Proceedings    29

Item 4.

   Submission of Matters to a Vote of Security Holders    29

Item 5.

   Other Information    30

Item 6.

   Exhibits and Reports on Form 8-K    33
     Signature    33
     Exhibit Index    34

 

i


Table of Contents

PART 1. FINANCIAL INFORMATION

 

Item 1. FINANCIAL STATEMENTS

 

RAYONIER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

(Thousands of dollars, except per share data)

 

     Three Months Ended June 30,

     Six Months Ended June 30,

 
     2004

    2003

     2004

    2003

 

SALES

   $ 336,901     $ 295,867      $ 630,613     $ 561,805  
    


 


  


 


Costs and Expenses

                                 

Cost of sales

     251,912       231,350        486,374       469,603  

Selling and general expenses

     14,739       12,968        32,840       23,011  

Other operating (income) expense, net

     (107 )     (2,400 )      (1,440 )     (4,004 )
    


 


  


 


       266,544       241,918        517,774       488,610  
    


 


  


 


OPERATING INCOME

     70,357       53,949        112,839       73,195  

Interest expense

     (12,016 )     (12,412 )      (23,142 )     (24,798 )

Interest and miscellaneous income (expense), net

     294       443        1,067       1,491  
    


 


  


 


INCOME BEFORE TAXES

     58,635       41,980        90,764       49,888  

Income tax (expense) benefit, net (Note 5)

     (14,922 )     (10,308 )      28,484       (9,980 )
    


 


  


 


NET INCOME

     43,713       31,672        119,248       39,908  

OTHER COMPREHENSIVE INCOME (LOSS)

                                 

Unrealized gain (loss) on hedged transactions, net of income tax expense (benefit) of $(206), $14, $(462) and $(10)

     (367 )     27        (821 )     (18 )

Foreign currency translation adjustment

     (6,116 )     —          (4,829 )     —    

Minimum pension liability adjustment

     —         —          (2,497 )     —    
    


 


  


 


COMPREHENSIVE INCOME

   $ 37,230     $ 31,699      $ 111,101     $ 39,890  
    


 


  


 


EARNINGS PER COMMON SHARE

                                 

BASIC EARNINGS (LOSS) PER SHARE

   $ 0.88     $ 0.76      $ 2.41     $ 0.96  
    


 


  


 


DILUTED EARNINGS (LOSS) PER SHARE

   $ 0.86     $ 0.74      $ 2.35     $ 0.94  
    


 


  


 


 

See Notes to Condensed Consolidated Financial Statements

 

1


Table of Contents

RAYONIER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Thousands of dollars)

 

     June 30,
2004


    December 31,
2003


 
ASSETS                 

CURRENT ASSETS

                

Cash and cash equivalents

   $ 66,042     $ 21,397  

Accounts receivable, less allowance for doubtful accounts of $2,142 and $2,225

     103,606       91,412  

Inventory

                

Finished goods

     64,165       66,359  

Work in process

     7,755       7,972  

Raw materials

     8,130       11,304  

Manufacturing and maintenance supplies

     7,941       9,226  
    


 


Total inventory

     87,991       94,861  

Timber purchase agreements

     8,514       9,038  

Other current assets

     27,132       27,856  
    


 


Total current assets

     293,285       244,564  
    


 


TIMBER PURCHASE AGREEMENTS

     2,362       2,944  

TIMBER, TIMBERLANDS AND LOGGING ROADS, NET OF DEPLETION AND AMORTIZATION

     972,428       994,811  

PROPERTY, PLANT AND EQUIPMENT

                

Land

     22,866       22,966  

Buildings

     121,732       119,570  

Machinery and equipment

     1,282,910       1,271,988  
    


 


Total property, plant and equipment

     1,427,508       1,414,524  

Less - accumulated depreciation

     952,626       912,292  
    


 


       474,882       502,232  
    


 


OTHER ASSETS

     131,273       94,129  
    


 


     $ 1,874,230     $ 1,838,680  
    


 


LIABILITIES AND SHAREHOLDERS’ EQUITY                 

CURRENT LIABILITIES

                

Accounts payable

   $ 58,785     $ 65,312  

Bank loans and current maturities of long-term debt

     3,545       3,545  

Accrued taxes

     29,700       10,543  

Accrued payroll and benefits

     18,914       19,105  

Accrued interest

     4,269       4,539  

Accrued customer incentives

     7,050       10,191  

Other current liabilities

     25,564       21,916  

Current reserves for dispositions and discontinued operations

     14,837       12,135  
    


 


Total current liabilities

     162,664       147,286  
    


 


DEFERRED INCOME TAXES

     79,640       121,814  

LONG-TERM DEBT

     612,139       614,935  

NON-CURRENT RESERVES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS

     134,066       140,177  

OTHER NON-CURRENT LIABILITIES

     104,191       103,362  

COMMITMENTS AND CONTINGENCIES

                

SHAREHOLDERS’ EQUITY

                

Common Shares, 120,000,000 shares authorized, 49,627,746 and 49,018,316 shares issued and outstanding

     379,611       364,810  

Retained earnings

     419,726       355,956  

Accumulated other comprehensive income (loss)

     (17,807 )     (9,660 )
    


 


       781,530       711,106  
    


 


     $ 1,874,230     $ 1,838,680  
    


 


 

See Notes to Condensed Consolidated Financial Statements

 

2


Table of Contents

RAYONIER INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Thousands of dollars)

 

     Six Months Ended June 30,

 
     2004

    2003

 

OPERATING ACTIVITIES

                

Net income

   $ 119,248     $ 39,908  

Non-cash items included in income:

                

Depreciation, depletion and amortization

     78,868       80,922  

Non-cash cost of land sales

     9,245       4,591  

Deferred income tax (benefit) expense

     (43,951 )     7,899  

(Increase) decrease in accounts receivable

     (12,407 )     3,502  

Decrease (increase) in inventory

     308       (1,699 )

Decrease in accounts payable

     (6,504 )     (6,842 )

Increase in current timber purchase agreements and other current assets

     (391 )     (124 )

Increase (decrease) in accrued liabilities

     21,429       (15,235 )

Increase (decrease) in other non-current liabilities

     2,342       (3,399 )

(Increase) decrease in timber purchase agreements and other assets

     (7,033 )     3,509  

Expenditures for dispositions and discontinued operations

     (3,409 )     (4,235 )
    


 


CASH PROVIDED BY OPERATING ACTIVITIES

     157,745       108,797  
    


 


INVESTING ACTIVITIES

                

Capital expenditures, net of proceeds from sales and retirements

     (35,554 )     (32,740 )

Increase in restricted cash (Note 6)

     (30,462 )     —    
    


 


CASH USED FOR INVESTING ACTIVITIES

     (66,016 )     (32,740 )
    


 


FINANCING ACTIVITIES

                

Issuance of debt

     116,000       42,500  

Repayment of debt

     (117,545 )     (74,045 )

Dividends paid

     (55,390 )     (21,291 )

Cash paid in lieu of fractional shares

     —         (173 )

Issuance of common shares

     10,030       5,016  
    


 


CASH USED FOR FINANCING ACTIVITIES

     (46,905 )     (47,993 )
    


 


EFFECT OF EXCHANGE RATE CHANGES ON CASH

     (179 )     —    
    


 


CASH AND CASH EQUIVALENTS

                

Increase in cash and cash equivalents

     44,645       28,064  

Balance, beginning of year

     21,397       18,924  
    


 


Balance, end of period

   $ 66,042     $ 46,988  
    


 


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

                

Cash paid during the period:

                

Interest

   $ 22,529     $ 27,873  
    


 


Income taxes

   $ 814     $ 10,342  
    


 


 

See Notes to Condensed Consolidated Financial Statements

 

3


Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

1. BASIS OF PRESENTATION

 

The unaudited condensed consolidated financial statements of Rayonier Inc. and its subsidiaries (Rayonier or the Company), reflect all adjustments (which include normal recurring adjustments) necessary for a fair presentation of the results of operations, the financial position and the cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the use of certain estimates by management in determining the amount of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. There are risks inherent in estimating, and therefore, actual results could differ from those estimates. For a full description of the Company’s significant accounting policies, please refer to the Notes to Consolidated Financial Statements in the 2003 Annual Report on Form 10-K.

 

Reclassifications

 

Certain items in prior year’s condensed consolidated financial statements have been reclassified to conform to the current year presentation.

 

2. INCENTIVE STOCK PLANS

 

The Company accounts for stock based compensation using the intrinsic value based method under Accounting Principles Board Opinion No. 25 (APB No. 25), Accounting for Stock Issued to Employees. The 1994 Rayonier Incentive Stock Plan (the 1994 Plan) provided for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, performance shares and restricted stock, subject to certain limitations. Effective January 1, 2004, the Company adopted the 2004 Rayonier Incentive Stock and Management Bonus Plan (the 2004 Plan). The 2004 Plan, as amended May 20, 2004 by shareholder approval, provides for 4.5 million shares to be granted for incentive stock options, non-qualified stock options, stock appreciation rights, performance shares and restricted stock, subject to certain limitations.

 

Pursuant to the disclosure requirements of Statement of Financial Accounting Standards (SFAS) No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure, the following table provides a reconciliation for the three and six months ended June 30, 2004 and 2003 that adds back to reported net income the recorded expense under APB No. 25, net of related income tax effects, deducts the total fair value expense under SFAS No. 123, Accounting for Stock Based Compensation, net of related income tax effects, and shows the reported and pro forma earnings per share amounts. The common shares issued for the December 19, 2003 earnings and profits stock dividend (special dividend, see Note 3, Earnings Per Common Share) have not been reflected in the 2003 earnings per share amounts.

 

4


Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

     Three Months Ended
June 30,


   

Six Months Ended

June 30,


 
     2004

    2003

    2004

    2003

 

Net income, as reported

   $ 43,713     $ 31,672     $ 119,248     $ 39,908  

Total stock-based employee compensation cost included in the determination of net income, net of related tax effects

     1,700       1,041       2,998       2,177  

Total stock-based employee compensation cost determined under fair value method for all awards, net of related tax effects

     (1,659 )     (1,314 )     (3,370 )     (2,629 )
    


 


 


 


Pro forma net income

   $ 43,754     $ 31,399     $ 118,876     $ 39,456  
    


 


 


 


Earnings per share:

                                

Basic, as reported

   $ 0.88     $ 0.76     $ 2.41     $ 0.96  

Basic, pro forma

   $ 0.88     $ 0.75     $ 2.40     $ 0.95  

Diluted, as reported

   $ 0.86     $ 0.74     $ 2.35     $ 0.94  

Diluted, pro forma

   $ 0.86     $ 0.74     $ 2.34     $ 0.93  

 

3. EARNINGS PER COMMON SHARE

 

The following table provides details of the calculation of basic and diluted earnings per common share:

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


     2004

   2003

   2004

   2003

Net income

   $ 43,713    $ 31,672    $ 119,248    $ 39,908
    

  

  

  

Shares used for determining basic earnings per common share

     49,557,582      41,796,776      49,449,037      41,734,379

Dilutive effect of:

                           

Stock options

     906,890      375,483      957,089      266,243

Contingent performance shares

     427,144      344,249      427,144      344,249
    

  

  

  

Shares used for determining diluted earnings per common share

     50,891,616      42,516,508      50,833,270      42,344,871
    

  

  

  

Basic earnings per common share

   $ 0.88    $ 0.76    $ 2.41    $ 0.96
    

  

  

  

Diluted earnings per common share

   $ 0.86    $ 0.74    $ 2.35    $ 0.94
    

  

  

  

 

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Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

On December 19, 2003, the Company paid a special dividend consisting of 6,351,975 shares of common stock and $61 million in cash in conjunction with the Company’s conversion to a Real Estate Investment Trust. The following reflects the pro forma results for diluted earnings per share for the three and six months ended June 30, 2003 giving effect to the special dividend:

 

     Three Months Ended
June 30, 2003


   Six Months Ended
June 30, 2003


Net income

   $ 31,672    $ 39,908
    

  

Diluted earnings per share

             

As reported

   $ 0.74    $ 0.94

Pro forma

   $ 0.65    $ 0.82

 

4. REAL ESTATE INVESTMENT TRUST (REIT) - LEGAL AND TAX CONVERSION

 

Effective January 1, 2004, the Company’s U.S. timber operations qualify for REIT tax treatment and, therefore, the Company is not required to pay federal income taxes contingent upon the Company meeting applicable distribution, income, asset and shareholder tests. The REIT-qualifying operations are mostly conducted by the Company’s wholly-owned subsidiary, Rayonier Forest Resources, L.P. (RFR). Other non-REIT qualifying and foreign operations, referred to collectively as the “taxable REIT subsidiaries”, continue to pay corporate-level tax on earnings. These operations include the Company’s Performance Fibers, New Zealand timber, and Wood Products businesses, as well as the Company’s Higher-and-Better-Use (HBU) land sales activities. REIT conversion costs were $4.8 million in the first quarter of 2004 and insignificant in the second quarter of 2004.

 

In order to comply with IRS regulations applicable to REITs, the Company was required to dividend to common shareholders its pre-REIT undistributed accumulated taxable earnings and profits. In December 2003, the Company paid a special dividend, consisting of 6.4 million common shares valued at $253 million and cash of $61 million, to satisfy this requirement.

 

5. INCOME TAXES

 

As a REIT, if certain requirements are met, only the taxable REIT subsidiaries are subject to corporate income taxes. However, the Company is subject to corporate taxes on built-in gains (the excess of fair market value over tax basis at January 1, 2004) on taxable sales of property from the REIT during the first ten years following the election to be taxed as a REIT.

 

In accordance with SFAS No. 109, Accounting for Income Taxes, the Company estimated the amount of timberland that will be sold within the next ten years and retained a deferred tax liability for the expected income tax on the book-tax differences of such built-in gains. The Company also retained the estimated deferred tax liability related to open tax audit issues. All deferred tax liabilities and assets related to taxable REIT subsidiaries have also been retained. The remaining deferred tax liability of $78 million resulting from U.S. timberland temporary differences was reversed in the first quarter of 2004 and recorded as an income tax benefit.

 

In addition, prior to March 31, 2004 the Company had not provided taxes on approximately $123 million of undistributed foreign earnings as the Company had intended to permanently reinvest such earnings overseas. Following the conversion to a REIT, the Company’s strategy was reevaluated with a greater likelihood of most future investments being made in U.S. timberlands. Accordingly, the Company now expects only $20 million of undistributed foreign earnings to remain permanently invested overseas. As a result, in the first quarter of 2004 the Company recognized $28.2 million of tax expense on the $103 million of undistributed earnings at March 31, 2004 that it expects will ultimately be repatriated. In the second quarter of 2004, the estimated tax expense on these undistributed earnings decreased by $1.6 million due to movements in the New Zealand dollar foreign exchange rate.

 

6. LIKE-KIND REAL ESTATE EXCHANGES

 

The built-in tax on gains from the sale of REIT property referred to in Note 5, Income Taxes, can be eliminated if sales proceeds are reinvested in similar property within required time periods as outlined in Internal Revenue Code Section 1031 regarding like-kind exchanges, so long as the replacement property is owned at least until expiration of the ten-year period referred to in Note 5. However, this does not restrict the Company’s ability to sell timber on a pay-as-cut basis from such replacement property during the 10-year holding period. In the second quarter of 2004, the Company sold approximately $30 million of REIT property (primarily timberland lease rights) to third parties, resulting in an after-tax gain of $20 million. The

 

6


Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

sales proceeds were received by a qualified intermediary with the intent to purchase similar (like-kind) property that the Company has identified. As a result, the Company recorded the restricted cash as a non-current asset at June 30, 2004. In the third quarter, RFR also anticipates selling $54 million of timberlands to the Company’s taxable REIT subsidiaries for subsequent sale over time to third parties as HBU land. This sale will result in a taxable gain, although for financial reporting purposes all gains/losses from intercompany sales are eliminated in consolidation. In the third quarter, the Company also expects to close on the purchase of approximately 83,000 acres of timberland in southern Alabama (the Andalusia property) from Great Eastern Timber Company, LLC for approximately $89 million, which the Company expects to use as replacement property for the land sales described above. The restricted cash from the qualified intermediary plus the Company’s available cash will be used to purchase the Andalusia property. If successful in closing the Andalusia acquisition in the third quarter, the Company anticipates recording approximately $11 million of tax benefits, estimated at $0.22 per share for the year, as a result of completing the transactions as like-kind exchanges.

 

7. SHAREHOLDERS’ EQUITY

 

An analysis of shareholders’ equity for the six months ended June 30, 2004 and the year ended December 31, 2003 is shown below. Prior year share amounts have been restated to reflect the three-for-two stock split that occurred on June 12, 2003, but not for the December 19, 2003 special dividend of 6,351,975 shares.

 

     Common Shares

   

Accumulated
Other
Comprehensive

Income/(Loss)


   

Retained

Earnings


   

Shareholders’

Equity


 

(Share and per share amounts not in thousands)


   Shares

   Amount

       

Balance, January 1, 2003

   41,575,794    $ 76,613     $ (30,938 )   $ 664,037     $ 709,712  

Net income

   —        —         —         49,972       49,972  

Dividends ($1.05 per share)

   —        —         —         (44,248 )     (44,248 )

Special dividend-common stock

   6,351,975      252,650       —         (252,650 )     —    

Special dividend-cash

   —        —         —         (61,155 )     (61,155 )

Issuance of shares under incentive stock plans

   1,090,547      30,951       —         —         30,951  

Cash in lieu of fractional shares

   —        (173 )     —         —         (173 )

Unrealized gain on hedged transactions

   —        —         44       —         44  

Minimum pension liability adjustments

   —        —         (925 )     —         (925 )

Tax benefit on exercise of stock options

   —        4,769       —         —         4,769  

Foreign currency translation adjustment

   —        —         22,159       —         22,159  
    
  


 


 


 


Balance, December 31, 2003

   49,018,316      364,810       (9,660 )     355,956       711,106  

Net income

   —        —         —         119,248       119,248  

Dividends ($1.12 per share)

   —        —         —         (55,478 )     (55,478 )

Issuance of shares under incentive stock plans

   609,430      13,106       —         —         13,106  

Unrealized loss on hedged transactions

   —        —         (821 )     —         (821 )

Minimum pension liability adjustments

   —        —         (2,497 )     —         (2,497 )

Tax benefit on exercise of stock options

   —        1,695       —         —         1,695  

Foreign currency translation adjustment

   —        —         (4,829 )     —         (4,829 )
    
  


 


 


 


Balance, June 30, 2004

   49,627,746    $ 379,611     $ (17,807 )   $ 419,726     $ 781,530  
    
  


 


 


 


 

8. SEGMENT INFORMATION

 

Rayonier operates in three reportable business segments as defined by SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information: Timber and Land, Performance Fibers and Wood Products. The Company’s remaining operations are combined and reported in a category called “Other Operations” as permitted by SFAS No. 131.

 

7


Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

In the first quarter of 2004, the Company began recording gains and losses from the maturity of New Zealand dollar forward currency contracts, used to hedge New Zealand dollar expenditures in its medium density fiberboard operations, within the Wood Products segment to better reflect the results of that segment. Prior to 2004, such gains and losses were recorded in Corporate and Other. The gains from matured contracts for the three and six months ended June 30, 2004 totaled $0.4 million and $1.2 million, respectively. Prior year gains for the three and six months ended June 30, 2003 were $0.5 million and $1.2 million, respectively. All prior periods have been restated to reflect the reclassification between segments. The Company’s Condensed Consolidated Statements of Income and Comprehensive Income, Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Cash Flows have not changed.

 

Total assets, sales, operating income (loss) and depreciation, depletion and amortization by segment including corporate and dispositions were as follows:

 

     June 30, 2004

   December 31, 2003

ASSETS

             

Timber and Land

   $ 1,074,685    $ 1,062,665

Performance Fibers

     506,078      517,900

Wood Products

     126,545      129,393

Other Operations

     37,105      40,696

Corporate

     124,460      82,662

Dispositions

     5,357      5,364
    

  

Total

   $ 1,874,230    $ 1,838,680
    

  

 

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RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

     Three Months Ended June 30,

     Six Months Ended June 30,

 
     2004

    2003

     2004

    2003

 

SALES

                                 

Timber and Land

   $ 89,728     $ 91,580      $ 176,091     $ 152,803  

Performance Fibers

     152,407       132,095        285,333       260,585  

Wood Products

     44,724       31,444        82,265       61,424  

Other Operations

     50,315       41,121        87,220       87,699  

Intersegment Eliminations

     (273 )     (373 )      (296 )     (706 )
    


 


  


 


TOTAL

   $ 336,901     $ 295,867      $ 630,613     $ 561,805  
    


 


  


 


OPERATING INCOME (LOSS)

                                 

Timber and Land

   $ 55,071     $ 59,220      $ 101,608     $ 85,012  

Performance Fibers

     18,370       2,788        24,460       1,547  

Wood Products

     5,210       (1,784 )      5,896       (4,331 )

Other Operations

     1,946       (848 )      4,248       (852 )

Corporate and other

     (10,240 )     (5,427 )      (23,373 )     (8,181 )
    


 


  


 


TOTAL

   $ 70,357     $ 53,949      $ 112,839     $ 73,195  
    


 


  


 


DEPRECIATION, DEPLETION AND AMORTIZATION

                                 

Timber and Land

   $ 17,170     $ 16,789      $ 32,320     $ 36,631  

Performance Fibers

     20,509       19,262        38,722       37,862  

Wood Products

     3,959       3,125        7,399       6,059  

Other Operations

     139       84        266       171  

Corporate and other

     89       92        161       199  
    


 


  


 


TOTAL

   $ 41,866     $ 39,352      $ 78,868     $ 80,922  
    


 


  


 


 

Operating income (loss) as stated in the preceding tables and as presented in the Condensed Consolidated Statements of Income and Comprehensive Income is equal to Segment income (loss). The income (loss) items below “Operating income” in the Condensed Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include interest (expense) income, miscellaneous income (expense) and income tax (expense) benefit are not considered by Company management to be part of segment operations.

 

9. FINANCIAL INSTRUMENTS

 

Foreign Currency Forward Contracts

 

In the Company’s Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2004, gains of approximately $0.4 million and $1.2 million, respectively, were recorded on foreign currency contracts that matured, plus the time value changes for outstanding contracts. The Company also had an unrealized mark-to-market after-tax (loss) and gain of approximately $(0.1) million and $0.8 million recorded in “Accumulated Other Comprehensive Income (Loss)” (AOCI) in the Condensed Consolidated Balance Sheets at June 30, 2004 and December 31, 2003, respectively. When the forecasted transactions mature, the amounts in AOCI will be reclassified to the Consolidated Statements of Income and Comprehensive Income. The Company expects to reclassify the June 30, 2004 AOCI amount into earnings over the next ten months.

 

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RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

At June 30, 2004, the Company held $7.5 million of New Zealand dollar foreign currency contracts maturing through April 2005. The largest amount of foreign currency forward contracts outstanding during the first six months of 2004 was $10 million.

 

Interest Rate Swap Agreements

 

In April 2003, RFR entered into an interest rate swap on $40 million of 8.288 percent fixed rate notes payable maturing on December 31, 2007. The swap converts interest payments from fixed rate to six month LIBOR plus 4.99 percent and qualifies as a fair value hedge under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. As such, the net effect from the interest rate swap is recorded as interest expense. The swap agreement settles every June 30 and December 31, until maturity. During the three and six months ended June 30, 2004, this swap agreement decreased the Company’s interest expense by $0.2 million and $0.4 million, respectively. Based upon current interest rates for similar transactions, the fair value of the interest rate swap agreement resulted in a liability of approximately $0.5 million and a corresponding decrease in debt at June 30, 2004.

 

An interest rate swap that converted $50 million of 6.15 percent fixed rate medium term notes payable to floating rates matured in February 2004 simultaneously with the corresponding debt maturity. During the first two months of 2004, the swap resulted in a decrease in the Company’s interest expense of $0.1 million.

 

In April 2004, RFR entered into an interest rate swap on $50 million of 8.288 percent fixed rate notes payable maturing on December 31, 2007. The swap converts interest payments from fixed rate to six month LIBOR plus 4.7825 percent and qualifies as a fair value hedge under SFAS 133, Accounting for Derivative Instruments and Hedging Activities. As such, the net effect of the interest rate swap is recorded in interest expense. The swap agreement settles every June 30 and December 31, until maturity. During the three months ended June 30, 2004 this swap agreement decreased interest expense by $0.2 million. Based upon current interest rates for similar transactions, the fair value of the interest rate swap agreement resulted in a liability of approximately $0.5 million and a corresponding decrease in debt at June 30, 2004.

 

Commodity Swap Agreements

 

The Company periodically enters into commodity forward contracts to fix some of its fuel oil costs at its Performance Fibers mills. The Company’s fuel oil contracts do not qualify for hedge accounting under SFAS No. 133 and instead are required to be marked-to-market. During the three and six months ended June 30, 2004, the Company’s realized gain on fuel oil forward contracts that matured was $0.4 million. The mark to market adjustment of outstanding fuel oil forward contracts at June 30, 2004 and December 31, 2003 resulted in a loss of $0.2 million and a gain of $0.1 million, respectively. These amounts were recorded in “Other Operating Income/Expense”.

 

A summary of outstanding fuel oil forward contracts as of June 30, 2004 is shown below:

 

Volume (barrels)


   Average price
per barrel


   Maturity

   Percentage of
Estimated
Consumption


 

75,000

   $ 25.58    3rd quarter 2004    39 %

75,000

   $ 24.72    4th quarter 2004    34 %

25,000

   $ 24.40    1st quarter 2005    19 %

 

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Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

10. GUARANTEES

 

The Company provides financial guarantees as required by creditors, insurance programs and foreign governmental agencies. As of June 30, 2004, the following financial guarantees were outstanding:

 

     Maximum
Potential Payment


   Carrying Amount
of Liability


Standby letters of credit (1)

   $ 76,496    $ 61,410

Guarantees (2)

     7,987      43

Surety bonds (3)

     15,441      395
    

  

Total

   $ 99,924    $ 61,848
    

  


(1) Approximately $62 million of the standby letters of credit serve as credit support for industrial revenue bonds. The remaining letters of credit support various insurance coverages, primarily workers’ compensation and pollution requirements. These letters of credit expire at various dates during 2004 and 2005 and are typically rolled over as required.
(2) In conjunction with the sale of the New Zealand East Coast timber operations in 2002, the Company guaranteed five years of Crown Forest license obligations. As of June 30, 2004 three years of obligations remained, estimated at $1.8 million per year. The buyer of the property is the primary obligor and has posted a performance bond with the New Zealand government. Although the New Zealand government will demand payment from the buyer’s bankers pursuant to the bond if the buyer fails to pay the obligations, the Company would have to perform under the guarantee if the bankers subsequently defaulted and seek legal redress from the buyer. In late 2003, the buyer defaulted on its loan payments to its creditors and went into receivership with the 2004 obligation paid by the receiver. The Company expects the buyer’s bond to be sufficient to cover the remaining license obligations.

In conjunction with the first quarter 2004 timberland sale and note monetization, the Company issued a guarantee of $2.5 million to reflect its obligation to perform under a make-whole agreement. The fair market value of the guarantee of $43 thousand is recorded in the Condensed Consolidated Balance Sheet at June 30, 2004.

(3) The Company has issued surety bonds primarily to secure timber in the State of Washington as well as providing collateral for the Company’s workers’ compensation self-insurance program in that state. These surety bonds expire at various dates during 2004 and 2005 and are renewed as required.

 

11. CONTINGENCIES

 

From time to time, Rayonier may become liable with respect to pending and threatened litigation and environmental and other matters. The following updates or repeats commentary included in the Company’s 2003 Annual Report on Form 10-K.

 

Legal Proceedings

 

The Company is involved in various legal actions, including environmental matters that are discussed more fully in Note 12-Reserves for Dispositions and Discontinued Operations. While the ultimate results of these legal actions and related claims cannot be determined, the Company does not expect that they will have a material adverse effect on the Company’s consolidated financial position or results of operations.

 

 

On February 22, 2001, the Company received a notice of proposed disallowance from the Internal Revenue Service (IRS), arising from an issue in dispute regarding the Company’s 1996 and 1997 federal tax returns, which could have resulted in an additional tax liability of $28.3 million. The Company had been discussing this issue with the IRS since 1999, and in the first quarter of 2003 it accepted a proposal from the IRS in order to expedite the resolution of the matter. Under the IRS initiative the maximum disallowance was set at a 90 percent level. Accordingly, the Company adjusted its estimated first quarter 2003 tax provision to recognize a tax benefit of $2.3 million at a 10 percent minimum allowance threshold, to reflect the maximum 90 percent disallowance set forth in the initiative. In 2003, the Company deposited $6.4 million with the IRS, representing $3.7 million in tax and $2.7 million in interest, in anticipation of audit settlements pertaining to this issue. Final resolution of this matter is likely to occur in the next 12 to 24 months.

 

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RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

In December 2001, the United States commenced a lawsuit against the Company in the United States District Court for the Western Division of Washington to recover approximately $3.2 million in costs allegedly incurred by the Environmental Protection Agency (EPA) in 1997 to conduct an Expanded Site Investigation at the Company’s Port Angeles mill site (closed in 1997) and related properties. Rayonier challenged the EPA’s authority to recover this type of cost, as well as the validity of the amount spent. Trial in this matter commenced February 2, 2004 and concluded on February 24. On February 25, the court held that the United States was entitled only to approximately $0.7 million of the approximately $3.2 million claimed and denied a request by the United States for an order permitting it to recover future costs relating to the Port Angeles site and related properties. The United States has filed a notice of appeal of the court’s decision. The Company believes that the ultimate outcome will not have a material adverse impact on the Company’s financial position, liquidity or results of operations and that its reserves at June 30, 2004 adequately include the probable costs to be incurred upon the ultimate resolution of the dispute.

 

Between 1985 and 1995, Southern Wood Piedmont (SWP), a subsidiary of the Company, sent contaminated soil excavated in connection with the cleanup of various closed wood processing sites to a third-party processor for recycling. The processing facility closed in 1995 and is the subject of a variety of environmental related charges and a lawsuit brought by the EPA and the Louisiana Department of Environmental Quality (LDEQ) in June 1990, in United States District Court for the Western District of Louisiana against the owner of the processing facility. Also in dispute is disposal liability for approximately 150,000 tons of recycled material from Company sites that are still owned and retained by the processor. Currently there are no claims pending against the Company or SWP by the EPA or the LDEQ. However, both have indicated that they believe SWP may be liable for some portion of the costs of clean-up and disposal of the recycled material sent to the processing site by SWP. If no settlement is reached in this matter, trial is scheduled to begin in January 2005. There are numerous possible outcomes that could determine the Company’s ultimate liability, if any. The Company believes that reserves at June 30, 2004 adequately reflect the probable costs to be incurred upon the ultimate resolution of the dispute.

 

Environmental Matters

 

Rayonier is subject to stringent environmental laws and regulations concerning air emissions, water discharges and waste disposal. Such environmental laws and regulations include the Federal Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, and the Comprehensive Environmental Response, Compensation and Liability Act. Management closely monitors all of its environmental responsibilities, together with trends in environmental laws and believes that the Company is in compliance with current environmental requirements. It is the opinion of management that substantial expenditures over the next 10 years will be required in the area of environmental compliance.

 

The EPA finalized its Cluster Rules governing air emissions in 1998 but, due to the specialty nature of Rayonier’s Performance Fibers products and operations, the agency postponed finalizing water discharge rules and certain air emissions rules governing the Company’s Performance Fibers mills and two other dissolving pulp mills. In late 2003, EPA informed the Company that it was delegating its Cluster Rule rulemaking authority for the mills of the Company and the other two dissolving pulp mills to the environmental agencies of the respective states. The Company will continue to work with the EPA and the applicable environmental authorities to establish such rules for its mills, but the timing and costs associated with such rulemaking are uncertain. In the opinion of management, future capital costs associated with existing environmental rules may be delayed, but in any event, would not have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

 

Federal, state and local laws and regulations intended to protect threatened and endangered species, as well as wetlands and waterways, limit and may prevent timber harvesting, road building and other activities on private lands, including a portion of the Company’s timberlands. In the Northwest, in particular, over the past several years the harvest of timber from parts of the Company’s timberlands in the State of Washington has been both temporarily and permanently restricted as a result of the listing of the northern spotted owl, the marbled murrelet and several species of salmon and trout as threatened species under the Endangered Species Act. In 1999, the timber industry and federal, state, local and tribal governments, entered into an agreement, known as the Forests and Fish Report, leading to the Washington Forest Practices Board adopting rules further restricting timber harvesting within buffers along streams with fish habitat.

 

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RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

The Company’s past practice in the Northwest has been to exclude timber volumes from its merchantable timber inventory that are located in restricted areas as they are identified during harvesting or acreage surveys. In the second quarter of 2004, the Company, through a mapping process of its entire Northwest U.S holdings, identified additional restricted buffers along streams that will limit or prohibit logging. Based on this analysis, the Company is reducing its previously disclosed (2003 Form 10-K) merchantable inventory timber estimate from 1,732 million board feet to 1,438 million board feet, increasing the Company’s estimate of restricted merchantable timber in the Northwest from 684 million board feet to 978 million board feet. Further, less significant revisions may be required in the third quarter of 2004 when the State of Washington’s Department of Natural Resources is expected to publish maps of restricted areas and buffer zones.

 

In the Southeast U.S., there are no State regulations regarding the harvesting of timber along streams. However, in 2001, the Company was certified as meeting guidelines set by the Sustainable Forestry Initiative (SFI), which is a voluntary set of forest management standards followed by many leading companies in the forest products industry. These guidelines suggest that only 50 percent of the timber located in buffer zones should be harvested. In the second quarter of 2004, the Company began excluding timber left in buffer zones from its inventory of merchantable timber. The revised estimate reduced its total merchantable inventory in the Southeast U.S. by approximately 1 percent.

 

In New Zealand, timber harvest is regulated by resource consent under the Resource Management Act and in some instances timber may not be harvested alongside streams or on archaeological sites. These restrictions can be mitigated by methods of extraction and impact less than one half of one percent of total merchantable volume. The Company excludes non-harvestable or native vegetation land from its merchantable inventory.

 

All of these restrictions have caused Rayonier over time to restructure and reschedule its harvest plans and have reduced the total acreage and volume of timber available for harvest. For the most part, however, these restrictions and the attendant reductions in merchantable timber inventory had been anticipated and the Company expects to sustain past harvest levels in the foreseeable future. Changes in merchantable inventory volumes discussed above were implemented in the second quarter of 2004 and are estimated to increase 2004 depletion expense by $0.5 million.

 

12. RESERVES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS

 

The Company’s dispositions and discontinued operations include its Port Angeles, WA, mill, which was closed on February 28, 1997; its wholly owned subsidiary, Southern Wood Piedmont Company (SWP), which owns 10 former wood processing sites and ceased operations in 1989; its Eastern Research Division (ERD), which ceased operations in 1981; and other miscellaneous assets held for disposition. SWP has been designated a potentially responsible party (PRP), or has had other claims made against it, under the U.S. Comprehensive Environmental Response, Compensation and Liability Act and/or comparable state statutes at various sites where the Company no longer operates.

 

During the first six months of 2004, expenditures of $3.4 million for monitoring and remediation activities were charged to the reserves. An analysis of activity in the reserves for dispositions and discontinued operations for the six months ended June 30, 2004 and the year ended December 31, 2003, is as follows:

 

     June 30,
2004


    December 31,
2003


 

Balance, January 1

   $ 152,312     $ 162,197  

Expenditures charged to reserves

     (3,409 )     (9,885 )
    


 


Balance, end of period

     148,903       152,312  

Less: Current portion

     (14,837 )     (12,135 )
    


 


Non-current portion

   $ 134,066     $ 140,177  
    


 


 

Rayonier has identified three SWP sites (Augusta, GA, Spartanburg, SC, and East Point, GA) and Port Angeles, WA as individually material and separate disclosure was presented in the Company’s 2003 Annual Report on Form 10-K. There have not been any significant changes in these sites’ reserve requirements for the six months ended June 30, 2004, and therefore separate disclosure is not presented herein. For an analysis of the reserve activity for the two years ended December 31, 2003 and a brief description of these individually material sites, see the Company’s 2003 Annual Report on Form 10-K, Note 14 to Consolidated Financial Statements.

 

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RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

In addition, the Company is exposed to the risk of reasonably possible additional losses in excess of the established reserves for PRP sites. As of June 30, 2004, this amount is estimated at $8 million and arises from uncertainty over the effectiveness of treatments, additional contamination that may be discovered, changes in laws, regulations and administrative interpretations and in environmental remediation technology. Excluded from this estimate are two sites for which the Company is not able to determine reasonably possible additional losses. Evaluation of these sites is in preliminary stages.

 

Rayonier currently estimates that expenditures for environmental remediation, monitoring and other costs for all dispositions and discontinued operations in 2004 and 2005 will be approximately $11 million annually. Such costs will be charged against Rayonier’s reserves for dispositions and discontinued operations, which include environmental monitoring and remediation costs. The Company believes established reserves are sufficient for costs expected to be incurred over the next 25 to 30 years with respect to its dispositions and discontinued operations. Remedial actions for these sites vary, but can include, among other remedies, removal of contaminated soils, groundwater recovery and treatment systems, and contamination source control. The reliability and precision of cost estimates for these sites and the amount of actual future environmental costs can be impacted by various factors, including, but not limited to, necessity for additional or different investigation or remediation, changes in environmental remediation technologies, the discovery and extent of migration of any contamination off-site, remedial remedy selection, and the outcome of negotiations with federal and state agencies. Additionally, the potential for “brownfields” (environmentally impacted site considered for re-development) treatment of all or a portion of a site could accelerate expenditures, as well as impact the amount and/or type of remediation required, as could new laws, regulations and administrative actions. Based on information currently available, the Company does not believe that any future changes in estimates, if necessary, would materially affect its consolidated financial position or results of operations.

 

As of June 30, 2004 and December 31, 2003 Rayonier had $8 million of receivables from insurance claims, net of reserves for uncollectibility, included in “Other Assets.” Such receivables represent the Company’s claim for reimbursements in connection with property damage settlements relating to SWP’s wood preserving and the ERD discontinued operations.

 

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Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

13. EMPLOYEE BENEFIT PLANS

 

In conjunction with the FASB revision of SFAS No. 132, Employers’ Disclosures about Pensions and Other Postretirement Benefits, issued in December 2003, the following table sets forth the components of net periodic benefit cost for the three and six months ended June 30, 2004 and 2003:

 

     Pension

    Postretirement

     Three months ended
June 30,


    Three months ended
June 30,


     2004

    2003

    2004

   2003

Components of Net Periodic Benefit Cost

                             

Service cost

   $ 1,681     $ 1,660     $ 173    $ 161

Interest cost

     3,147       2,801       482      483

Expected return on plan assets

     (3,441 )     (3,178 )     —        —  

Amortization of prior service cost

     392       401       77      72

Amortization of losses

     781       337       189      153

Amortization of transition asset

     —         (50 )     —        —  
    


 


 

  

Net periodic benefit cost

   $ 2,560     $ 1,971     $ 921    $ 869
    


 


 

  

 

     Pension

    Postretirement

     Six months ended
June 30,


    Six months ended
June 30,


     2004

    2003

    2004

   2003

Components of Net Periodic Benefit Cost

                             

Service cost

   $ 3,434     $ 3,320     $ 346    $ 322

Interest cost

     6,102       5,602       964      966

Expected return on plan assets

     (6,417 )     (6,355 )     —        —  

Amortization of prior service cost

     752       801       154      144

Amortization of losses

     1,572       674       378      306

Amortization of transition asset

     (1 )     (99 )     —        —  
    


 


 

  

Net periodic benefit cost

   $ 5,442     $ 3,943     $ 1,842    $ 1,738
    


 


 

  

 

The Company’s unfunded pension liability as of December 31, 2003 was $64.4 million. The Company made a discretionary pension plan contribution of $10 million during the second quarter of 2004 and is considering making another discretionary contribution during the second half of 2004. In addition, a required contribution of $0.1 million was made in the second quarter of 2004 and $0.6 million of required contributions are anticipated to be made during the balance of 2004.

 

14. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

Accumulated Other Comprehensive Income (Loss) was comprised of the following as of June 30, 2004 and December 31, 2003:

 

     June 30,
2004


    December 31,
2003


 

Foreign currency translation adjustments

   $ 17,330     $ 22,159  

Unrealized (losses) gains on hedged transactions

     (73 )     748  

Minimum pension liability adjustments

     (35,064 )     (32,567 )
    


 


Total

   $ (17,807 )   $ (9,660 )
    


 


 

The reduction in net foreign currency translation gains was due to the change in the New Zealand to U.S. dollar exchange rate in the second quarter. In the first quarter of 2004, the Company reduced the tax benefit relating to additional minimum pension liabilities by $2.5 million due to its conversion to a REIT on January 1, 2004.

 

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Table of Contents

RAYONIER INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(Dollars in thousands unless otherwise stated)

 

15. FUNCTIONAL CURRENCY

 

On August 1, 2003, the Company changed the functional currency of its New Zealand-based timber and log trading operations from the U.S dollar to the New Zealand dollar. In accordance with SFAS No. 52, Foreign Currency Translation, non-monetary assets such as inventories, timberlands, and property, plant and equipment were remeasured from historical exchange rates to the current exchange rate in effect as of August 1, 2003. This remeasurement resulted in a foreign currency translation gain recorded in AOCI. At June 30, 2004 and December 31, 2003, the cumulative foreign currency translation gains recorded in AOCI were $17.3 million and $22.2 million, respectively.

 

16


Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Critical Accounting Policies and Use of Estimates

 

The preparation of Rayonier’s consolidated financial statements requires the Company to make estimates, assumptions and judgments that affect the Company’s assets, liabilities, revenues and expenses and disclosure of contingent assets and liabilities. The Company bases these estimates and assumptions on historical data and trends, current fact patterns, expectations and other sources of information it believes are reasonable. Actual results may differ from these estimates under different conditions. As a result of its Real Estate Investment Trust (REIT) tax status conversion, the Company has updated its critical accounting policy relating to income taxes and is hereby enhancing its disclosures that were included in its 2003 Annual Report on Form 10-K. For a full description of the Company’s other critical accounting policies, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s 2003 Annual Report on Form 10-K.

 

Income Tax Accounting

 

With the conversion of the Company to REIT tax status effective January 1, 2004, the Company’s income tax provision and deferred tax balances changed materially. Certain Company activities no longer require tax provisions, and the opportunity for the Company to capture tax benefits associated with its REIT status has increased. The realization of these tax opportunities requires extensive tax planning and in many cases is dependent upon events in the future and the Company’s strategy in structuring transactional terms and conditions. As a result, both the Company’s effective book tax rate and amount of cash taxes paid during various fiscal periods can vary greatly. Also, the Company’s projection of its estimated tax for the year and its provision for quarterly taxes, in accordance with SFAS No. 109, Accounting for Income Taxes, could result in greater variability than in the past. Similarly, the opportunity to realize certain deferred tax assets, or to estimate deferred tax liabilities, may be more subjective than in the past.

 

For example, the Company has recorded certain deferred tax assets that management believes will be realized in future periods. These assets are reviewed periodically in order to assess their realizability. This review requires management to make assumptions and estimates about future profitability affecting the realization of these tax benefits. If the review indicates that the realizability may be less than likely, a valuation allowance would be made at that time.

 

As a REIT, if certain requirements are met, only the taxable REIT subsidiaries will be subject to corporate income taxes. However, the Company is subject to corporate taxes on built-in gains (the excess of fair market value over tax basis at January 1, 2004) on taxable sales of property from the REIT during the first ten years following the election to be taxed as a REIT. In accordance with SFAS No. 109, the Company must estimate the amount of REIT property that will be sold within the next ten years and retain a deferred tax liability for the expected income tax on the book-tax differences related to these dispositions. The remaining deferred tax liability of $78 million resulting from U.S. timberland temporary differences was reversed in first quarter 2004 and recorded as an income tax benefit. An estimate of taxable dispositions within the ten-year post REIT conversion period will be updated periodically and may fluctuate significantly based on market conditions and other factors related to meeting the REIT qualifying tests. The built-in gains tax can typically be eliminated if sales proceeds are reinvested in similar property within required time periods (like-kind exchanges), so long as the replacement property is owned until expiration of the ten-year holding period. However, this does not restrict the Company’s ability to sell timber on a pay-as-cut basis from such replacement property during this period. The Company expects to actively pursue like-kind exchange opportunities but it is impossible to predict the outcome of such efforts at this time.

 

In addition, prior to March 31, 2004, the Company did not provide for taxes on approximately $123 million of undistributed foreign earnings as the Company had intended to reinvest such earnings overseas in the future. Following the conversion to a REIT, the Company’s strategy was reevaluated with a greater likelihood of most future investments being made in U.S. timberlands. Accordingly, the Company now expects only $20 million of undistributed foreign earnings to remain permanently reinvested overseas. As a result, in the first quarter of 2004, the Company recognized $28.2 million of tax expense on the $103 million of undistributed earnings that it expects will ultimately be repatriated. This amount is revised on an on-going basis due to exchange rate fluctuations.

 

Segment Information

 

Rayonier operates in three reportable business segments as defined by SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information: Timber and Land, Performance Fibers, and Wood Products. The Timber and Land segment’s strategies include buying, managing and selling timberlands, selling timber, and selling HBU timberland to be used for conservation, real estate development and large tract preservation. For presentation purposes, the Company classifies its

 

17


Table of Contents

sales activities into Timber sales and Land sales. Timber sales include all activities that relate to the growing and harvesting of timber, while Land sales include the sale of all timberland tracts, including those designated for HBU. The Performance Fibers segment includes two major product lines, Cellulose Specialties and Absorbent Materials. The Wood Products segment includes lumber and medium density fiberboard (MDF). The Company’s remaining operations include purchasing, harvesting and selling timber acquired from third parties (log trading) and trading wood products. As permitted by SFAS No. 131, these operations are combined and reported in an “Other” category. Sales between operating segments are made based on fair market value and intercompany profit or loss is eliminated in consolidation. The Company evaluates financial performance based on the operating income of the segments.

 

Operating income (loss) as stated in the following table and as presented in the Condensed Consolidated Statements of Income and Comprehensive Income is equal to segment income (loss). The income (loss) items below “Operating income” in the Condensed Consolidated Statements of Income and Comprehensive Income are not allocated to segments. These items, which include interest (expense) income, miscellaneous income (expense) and income tax (expense) benefit, are not considered by Company management to be part of segment operations.

 

18


Table of Contents

Results of Operations, Three and Six Months Ended June 30, 2004 Compared to Three and Six Months Ended June 30, 2003.

 

Sales for the three and six months ended June 30, 2004 increased over the prior year periods due primarily to higher performance fibers prices, U.S. timber prices and strong demand in lumber markets. Operating income was favorable due to the higher prices and lower performance fibers costs. As a result, net income and earnings per share for the three and six months ended June 30, 2004 were also above the same prior year periods. Net income and earnings per share for the six months ended June 30, 2004, before being favorably impacted by $50 million or $0.98 per share of net tax benefits related to the Company’s conversion to a REIT on January 1, 2004, was $1.37 per share compared to $0.82 per share a year ago (pro forma for the December 19, 2003 special dividend). Cash flow provided by operating activities for the six months ended June 30, 2004 was $158 million while Adjusted Cash Available for Distribution (a non-GAAP measure reconciled on page 26) was $69 million.

 

Financial Information (in millions)


  

Three Months

Ended June 30,


   

Six Months

Ended June 30,


 
     2004

    2003

    2004

    2003

 

Sales

                                

Timber and Land

                                

Timber

   $ 49.3     $ 38.5     $ 102.4     $ 82.1  

Land

     40.4       53.1       73.7       70.7  
    


 


 


 


Total Timber and Land

     89.7       91.6       176.1       152.8  
    


 


 


 


Performance Fibers

                                

Cellulose Specialties

     107.2       91.7       200.3       178.8  

Absorbent Materials

     45.2       40.4       85.0       81.8  
    


 


 


 


Total Performance Fibers

     152.4       132.1       285.3       260.6  
    


 


 


 


Wood Products

                                

Lumber

     34.5       21.8       62.1       42.2  

MDF

     10.3       9.6       20.2       19.2  
    


 


 


 


Total Wood Products

     44.8       31.4       82.3       61.4  
    


 


 


 


Other operations

     50.3       41.2       87.2       87.7  

Intersegment Eliminations

     (0.3 )     (0.4 )     (0.3 )     (0.7 )
    


 


 


 


Total Sales

   $ 336.9     $ 295.9     $ 630.6     $ 561.8  
    


 


 


 


Operating Income (Loss)

                                

Timber and Land

                                

Timber

   $ 20.1     $ 11.6     $ 42.9     $ 28.3  

Land

     35.0       47.6       58.7       56.7  
    


 


 


 


Total Timber and Land

     55.1       59.2       101.6       85.0  
    


 


 


 


Performance Fibers

     18.4       2.7       24.5       1.5  
    


 


 


 


Wood Products

                                

Lumber

     6.2       (1.5 )     7.8       (4.1 )

MDF

     (1.0 )     (0.2 )     (1.9 )     (0.2 )
    


 


 


 


Total Wood Products

     5.2       (1.7 )     5.9       (4.3 )
    


 


 


 


Other operations

     1.9       (0.8 )     4.2       (0.8 )

Corporate and other expenses / eliminations

     (10.3 )     (5.4 )     (23.4 )     (8.2 )
    


 


 


 


Total Operating Income

     70.3       54.0       112.8       73.2  

Interest Expense

     (12.1 )     (12.4 )     (23.2 )     (24.8 )

Interest/Other Income

     0.4       0.4       1.1       1.5  

Income tax (expense) benefit

     (14.9 )     (10.3 )     28.5       (10.0 )
    


 


 


 


Net Income

   $ 43.7     $ 31.7     $ 119.2     $ 39.9  
    


 


 


 


Diluted Earnings Per Share

   $ 0.86     $ 0.74     $ 2.35     $ 0.94  
    


 


 


 


 

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Table of Contents

Timber and Land

 

Second quarter sales declined slightly, year over year, as higher timber harvesting essentially offset lower land sales.

 

In the Northwest U.S., timber prices improved in the second quarter due to increased demand from lumber mills and lower foreign exchange-related imports of Canadian timber. Volumes increased due to favorable market conditions as well as from timber harvests that were deferred from the fourth quarter of 2003 as a result of sales contract term revisions the Company made in preparation for its REIT conversion on January 1, 2004. In the Southeast U.S., timber prices increased due to favorable lumber market demand, improving pulp markets and general economic conditions. In New Zealand, pine prices decreased due to grade mix, while volumes increased.

 

Sales (in millions)


        Changes Attributable to:

    
     2003

   Price

    Volume

    Mix/Other *

   Foreign
Exchange


   2004

Three months ended June 30,

                                           

Timber

   $ 38.5    $ 5.6     $ 2.8     $ 2.1    $ 0.3    $ 49.3

Land

     53.1      (6.1 )     (32.6 )     26.0      —        40.4
    

  


 


 

  

  

Total Sales

   $ 91.6    $ (0.5 )   $ (29.8 )   $ 28.1    $ 0.3    $ 89.7
    

  


 


 

  

  

Six months ended June 30,

                                           

Timber

   $ 82.1    $ 9.2     $ 7.5     $ 2.7    $ 0.9    $ 102.4

Land

     70.7      (0.4 )     (22.6 )     26.0      —        73.7
    

  


 


 

  

  

Total Sales

   $ 152.8    $ 8.8     $ (15.1 )   $ 28.7    $ 0.9    $ 176.1
    

  


 


 

  

  

 

Operating income for the quarter declined slightly due to lower land income being substantially offset by higher timber income. The nature of land sales is such that year over year fluctuations may be material due to the uncertain timing of real estate transactions. For the six months ended June 30, operating income increased primarily due to improved timber operations.

 

Operating Income (in millions)


        Changes Attributable to:

    
     2003

   Price

    Volume

    Mix/Costs *

    Foreign
Exchange


   2004

Three months ended June 30,

                                            

Timber

   $ 11.6    $ 5.6     $ 1.6     $ (0.8 )   $ 2.1    $ 20.1

Land

     47.6      (6.1 )     (29.2 )     22.7       —        35.0
    

  


 


 


 

  

Total Operating Income

   $ 59.2    $ (0.5 )   $ (27.6 )   $ 21.9     $ 2.1    $ 55.1
    

  


 


 


 

  

Six months ended June 30,

                                            

Timber

   $ 28.3    $ 9.2     $ 2.6     $ (1.3 )   $ 4.1    $ 42.9

Land

     56.7      (0.4 )     (18.1 )     20.5       —        58.7
    

  


 


 


 

  

Total Operating Income

   $ 85.0    $ 8.8     $ (15.5 )   $ 19.2     $ 4.1    $ 101.6
    

  


 


 


 

  


* Includes the sale of timber lease rights on approximately 5,500 acres that contributed $26 million in sales and $23.5 million in operating income in the three and six months ended June 30, 2004.

 

Performance Fibers

 

Sales improved 15 percent and 9 percent for the three and six months ended June 30, 2004, respectively, as a result of strength in both cellulose specialties and absorbent materials product lines.

 

Cellulose Specialties sales prices and volumes increased 7 percent and 10 percent, respectively, in the second quarter compared to second quarter 2003. Average prices increased $62 per ton compared to second quarter 2003, with acetate average prices increasing $84 per ton. Acetate, ethers and rayon grade volumes also increased. Improvement in both prices and volumes were partly a result of reduced market supply caused by the closure of a competitor’s mill in 2003. Volume increases were also a result of production increases at the Jesup mill during the first half of the year.

 

Absorbent Materials sales prices and volumes increased 4 percent and 8 percent, respectively, in the second quarter compared to second quarter 2003. These increases were primarily due to improved production at the Jesup mill and the shifting of production to paper pulp to take advantage of strong prices in that market. Prices also increased approximately $20 per ton in the second quarter of 2004 as a result of a $30 per ton price increase the Company announced in April 2004 that was implemented over several months. Volume for the second quarter of 2004 increased approximately 6,000 tons compared to second quarter 2003.

 

20


Table of Contents

Sales (in millions)


        Changes Attributable to:

     
     2003

   Price

   Volume

    Mix/Other

    2004

Three months ended June 30,

                                    

Cellulose Specialties

   $ 91.7    $ 6.7    $ 8.8     $ —       $ 107.2

Absorbent Materials

     40.4      1.7      3.3       (0.2 )     45.2
    

  

  


 


 

Total Sales

   $ 132.1    $ 8.4    $ 12.1     $ (0.2 )   $ 152.4
    

  

  


 


 

Six months ended June 30,

                                    

Cellulose Specialties

   $ 178.8    $ 11.1    $ 10.4     $ —       $ 200.3

Absorbent Materials

     81.8      5.7      (2.2 )     (0.3 )     85.0
    

  

  


 


 

Total Sales

   $ 260.6    $ 16.8    $ 8.2     $ (0.3 )   $ 285.3
    

  

  


 


 

 

Operating income improved in the second quarter and for the six month period primarily due to the higher product line prices and reductions in several key operating costs. Operating costs for the second quarter of 2004 were approximately $37 per ton below the prior year period, primarily a result of lower hardwood and caustic costs. The reduced hardwood costs were primarily due to improved supply as a result of drier weather.

 

In the second quarter of 2004, the Company reversed a $1.5 million major maintenance accrual for the cost of dredging a wastewater treatment lagoon at its Fernandina mill as a result of changes in the Company’s methodologies for treating wastewater. Future maintenance costs for the lagoon will be expensed as incurred.

 

Operating Income (in millions)


        Changes Attributable to:

    
     2003

   Price

   Volume

   Mix/Other

    Costs

   2004

Three months ended June 30,

                                          

Total Operating Income

   $ 2.7    $ 8.4    $ 0.8    $ (0.6 )   $ 7.1    $ 18.4
    

  

  

  


 

  

Six months ended June 30,

                                          

Total Operating Income

   $ 1.5    $ 16.8    $ 1.2    $ 0.9     $ 4.1    $ 24.5
    

  

  

  


 

  

 

Wood Products

 

Sales increased 43 percent and 34 percent during the three and six months ended June 30, 2004 primarily due to strong demand in U.S. lumber markets.

 

Lumber prices increased during the second quarter and six month period primarily from strong housing market conditions and lower imports from Canada due to unfavorable foreign exchange rates. Volume also increased due to strong manufacturing performance at the Company’s sawmills coupled with higher market demand. MDF sales volume decreased primarily due to the timing of export shipments, while prices increased due to slightly higher demand and sales mix.

 

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Table of Contents

Sales (in millions)


        Changes Attributable to:

    
     2003

   Price

   Volume

    Foreign
Exchange


   2004

Three months ended June 30,

                                   

Lumber

   $ 21.8    $ 7.7    $ 5.0     $ —      $ 34.5

MDF

     9.6      0.9      (0.3 )     0.1      10.3
    

  

  


 

  

Total Sales

   $ 31.4    $ 8.6    $ 4.7     $ 0.1    $ 44.8
    

  

  


 

  

Six months ended June 30,

                                   

Lumber

   $ 42.2    $ 11.4    $ 8.5     $ —      $ 62.1

MDF

     19.2      1.4      (0.8 )     0.4      20.2
    

  

  


 

  

Total Sales

   $ 61.4    $ 12.8    $ 7.7     $ 0.4    $ 82.3
    

  

  


 

  

 

Operating income was above prior year due to the improved lumber market. MDF operating income was below prior year primarily due to the negative impact of the stronger New Zealand dollar on operating costs.

 

Operating Income (in millions)


         Changes Attributable to:

       
     2003

    Price

   Mix/Other

    Costs

    Foreign
Exchange


    2004

 

Three months ended June 30,

                                               

Lumber

   $ (1.5 )   $ 7.7    $ (0.1 )   $ 0.1     $ —       $ 6.2  

MDF

     (0.2 )     0.9      0.2       (0.6 )     (1.3 )     (1.0 )
    


 

  


 


 


 


Total Operating Income

   $ (1.7 )   $ 8.6    $ 0.1     $ (0.5 )   $ (1.3 )   $ 5.2  
    


 

  


 


 


 


Six months ended June 30,

                                               

Lumber

   $ (4.1 )   $ 11.4    $ (0.2 )   $ 0.7     $ —       $ 7.8  

MDF

     (0.2 )     1.4      0.1       (0.2 )     (3.0 )     (1.9 )
    


 

  


 


 


 


Total Operating Income

   $ (4.3 )   $ 12.8    $ (0.1 )   $ 0.5     $ (3.0 )   $ 5.9  
    


 

  


 


 


 


 

Other Operations

 

Sales for the second quarter 2004 were $50.3 million, $9.1 million above second quarter 2003 primarily due to stronger trading activity. Operating income of $1.9 million was $2.7 million above prior year benefiting from stronger wood products trading margins.

 

Sales for the six months ended June 30, 2004 of $87.2 million were at the prior year level, while operating income of $4.2 million was $5.0 million above prior year benefiting from stronger wood products trading margins and the reclassification of coal royalty revenue to this reporting segment.

 

Corporate and Other Expenses / Eliminations

 

Corporate and other expenses of $10.3 million for the three months ended June 30, 2004 increased by $4.9 million from the second quarter of 2003 primarily due to higher incentive compensation and legal fees. For the six months ended June 30, 2004, corporate and other expenses of $23.4 million were $15.2 million above prior year principally due to REIT conversion costs, higher legal fees and incentive compensation.

 

Other Income / Expense

 

Interest expense of $12.1 million in the second quarter of 2004 was $0.3 million below the comparable prior year period due to lower tax deficiency interest. For the six months ended June 30, interest expense was $23.2 million, $1.6 million below the comparable prior year period due to lower debt levels and interest rates.

 

Interest and miscellaneous income of $0.4 million in the second quarter of 2004 was at the prior year amount while the six months ended June amount of $1.1 million was $0.4 million below prior year principally due to interest income relating to the partial settlement of tax audit issues in last year’s results.

 

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Table of Contents

Provision for Income Taxes

 

The effective tax rates for the second quarter and first six months of 2004, before discrete items, increased from 24.6 percent to 28.2 percent, and from 24.7 percent to 25.1 percent, respectively, compared to the prior year periods. The increased rates were primarily the result of higher taxes on foreign operations, which more than offset the tax benefits from REIT income. The increase in taxes on foreign operations resulted primarily from providing tax subsequent to March 31, 2004 on undistributed foreign earnings that are expected to be repatriated and foreign exchange rate changes on intercompany debt.

 

The combined effective tax rate for the first six months of 2004 was a benefit of 31.4 percent compared to a tax provision of 20.0 percent in 2003. The benefit is attributable to two significant first quarter discrete adjustments resulting from the REIT conversion and a related change in business strategy which netted to a $51.3 million benefit. In the second quarter of 2004, the effective tax rate was also reduced by 2.8 percent due to $1.6 million in foreign-exchange related movement of the tax on undistributed foreign earnings.

 

The Company’s tax rate is below the 35 percent U.S. statutory tax rate primarily due to tax benefits associated with becoming a REIT, under which the Company’s U.S. timberland operations will not be subject to federal income taxes if applicable distribution, income, asset and shareholder tests are met. Partially offsetting these benefits is the loss of tax deductibility on interest expense ($7.8 million and $12.9 million for the three and six months ended June 30, 2004, respectively) and corporate overhead expenses associated with REIT activities ($6.4 million and $10.7 million for the three and six months ended June 30, 2004, respectively). The net tax benefit from REIT activities for the three and six months ended June 30, 2004 was $7.7 million and $12.8 million, respectively.

 

The following table reconciles the Company’s income tax provision at the U.S. statutory tax rate to the reported provision and effective tax rate for the three and six months ended June 30 (millions of dollars):

 

     Three months ended June 30,

 
     2004

    %

    2003

    %

 

Income tax provision at the U.S. statutory rate

   $ 20.6     35.0     $ 14.7     35.0  

State and local income taxes, net of federal benefit

     1.0     1.7       0.3     0.6  

REIT income not subject to federal tax

     (7.7 )   (13.0 )     —       —    

Foreign operations, primarily foreign exchange rate differentials on intercompany debt

     3.2     5.5       (4.9 )   (11.7 )

Tax benefit on U.S. export sales

     (1.1 )   (1.9 )     (1.1 )   (2.7 )

Permanent differences

     0.1     0.2       0.9     2.3  

Tax credits and other, net

     0.4     0.7       0.4     1.1  
    


 

 


 

Income tax provision before discrete items

     16.5     28.2       10.3     24.6  

Tax on prior undistributed foreign earnings

     (1.6 )   (2.8 )     —       —    
    


 

 


 

Income tax provision as reported

   $ 14.9     25.4     $ 10.3     24.6  
    


 

 


 

 

23


Table of Contents
     Six months ended June 30,

 
     2004

    %

    2003

    %

 

Income tax provision at the U.S. statutory rate

   $ 31.8     35.0     $ 17.5     35.0  

State and local income taxes, net of federal benefit

     1.4     1.5       0.3     0.6  

REIT income not subject to federal tax

     (12.8 )   (14.2 )     —       —    

Foreign operations, primarily foreign exchange rate differentials on intercompany debt

     2.9     3.3       (5.4 )   (10.8 )

Tax benefit on U.S. export sales

     (1.6 )   (1.7 )     (1.2 )   (2.4 )

Permanent differences

     0.2     0.2       0.7     1.5  

Tax credits and other, net

     0.9     1.0       0.4     0.8  
    


 

 


 

Income tax provision before discrete items

     22.8     25.1       12.3     24.7  

Reversal of deferred tax liability-REIT conversion

     (77.9 )   (85.8 )     —       —    

Tax on prior undistributed foreign earnings

     28.2     31.0       —       —    

Foreign exchange rate changes on tax from undistributed earnings

     (1.6 )   (1.7 )     —       —    

Tax benefit from favorable audit interim partial settlement

     —       —         (2.3 )   (4.7 )
    


 

 


 

Income tax provision as reported

   $ (28.5 )   (31.4 )   $ 10.0     20.0  
    


 

 


 

 

Other Items

 

In the third quarter of 2004, the Company expects to close on the purchase of approximately 83,000 acres of timberland in southern Alabama (the Andalusia property) from Great Eastern Timber Company, LLC for approximately $89 million, which it expects to use as replacement property for the land sales described in Note 6, Like-Kind Real Estate Exchanges. If successful in closing the Andalusia acquisition in the third quarter, the Company anticipates recording approximately $11 million of tax benefits, estimated at $0.22 per share for the year, as a result of structuring the transactions as like-kind exchanges.

 

Third quarter 2004 earnings (excluding like-kind exchange tax benefits) are expected to be slightly higher than last year’s third quarter (including the pro forma effect of the special dividend), but below second quarter 2004 results primarily due to lower land sales and lumber prices, seasonally weaker Northwest U.S. timber volume and higher performance fibers manufacturing costs. The Company’s like-kind exchange tax benefits are estimated to be $10 million or $0.20 per share in the third quarter.

 

Liquidity and Capital Resources

 

Cash Flow

 

Cash flow provided by operating activities of $158 million for the first six months of 2004 was $49 million above the same prior year period, primarily due to higher operating income and lower working capital requirements. Cash provided by operating activities was used to provide capital expenditures of $36 million, $30 million in restricted cash to be used in a third quarter like-kind exchange timberland acquisition, dividends of $55 million, and $37 million of the $45 million increase in cash from year-end. Cash used for financing activities for the six months of 2004 decreased slightly to $47 million compared to $48 million during the prior year period. The Company’s cash dividend increased $34 million during the first six months of 2004, while debt reduction was $30 million below the prior year period. Proceeds from the exercise of stock options increased $5 million in the first six months of 2004 compared to 2003. The Company had $59 million of cash investments as of June 30, 2004, consisting of marketable securities with maturities at date of acquisition of 90 days or less, compared to $17 million at December 30, 2003.

 

In February 2004, the Company refinanced $50 million of 6.15 percent medium-term notes by utilizing its unsecured credit facility. At June 30, 2004, debt was $616 million, $2 million below the December 31, 2003 balance. The debt-to-capital ratio at June 30, 2004 improved to 44.1 percent from 46.5 percent at December 31, 2003, primarily due to the net positive impact of the two discrete tax items on shareholders’ equity and higher operating income.

 

24


Table of Contents

The Company made a $10 million discretionary contribution to its pension plans in June 2004 and a $10 million discretionary contribution in the first quarter of 2003. An additional discretionary contribution may be made during the balance of 2004. While no assurances can be given, the dividend level for the fourth quarter of 2004 is expected to remain at the third quarter level of $0.56 cents per share. The Company anticipates $11 million in environmental spending in 2004, an increase of $1 million from 2003. Capital expenditures for 2004, excluding any timberland acquisition opportunities, are expected to be approximately $98 million.

 

Liquidity Performance Indicators

 

The discussion below is presented to enhance the reader’s understanding of Rayonier’s ability to generate cash, its liquidity and its ability to satisfy rating agency and creditor requirements. This information includes two measures of financial results: Earnings from Continuing Operations before Interest, Taxes, Depreciation, Depletion and Amortization (EBITDA), and Adjusted Cash Available for Distribution. These measures are not defined by Generally Accepted Accounting Principles (GAAP) and the discussion of EBITDA and Adjusted Cash Available for Distribution is not intended to conflict with or change any of the GAAP disclosures. Management considers these measures to be important to estimate the enterprise and shareholder values of the Company as a whole and of its core segments, and for allocating capital resources. In addition, analysts, investors and creditors use these measures when analyzing the financial condition and cash generating ability of the Company. EBITDA is defined by the Securities and Exchange Commission; however, Adjusted Cash Available for Distribution as defined may not be comparable to similarly titled measures reported by other companies.

 

EBITDA is a non-GAAP measure of the operating cash generating capacity of the Company. For the three and six months ended June 30, 2004, EBITDA was $112 million and $193 million, $19 million and $37 million above the prior year periods, respectively. The increase in EBITDA for both periods was primarily due to higher operating income.

 

Below is a reconciliation of Cash Provided by Operating Activities to EBITDA for the respective periods (in millions of dollars):

 

     Three months ended June 30,

 
     2004

    2003

 

Cash Provided by Operating Activities

   $ 75.7     $ 69.5  

Non-cash cost basis of land sold

     (1.3 )     (1.6 )

Income tax expense

     14.9       10.3  

Interest expense

     12.1       12.4  

Working capital increase (decrease)

     13.5       17.4  

Other balance sheet changes

     (2.4 )     (14.2 )
    


 


EBITDA

   $ 112.5     $ 93.8  
    


 


 

     Six months ended June 30,

 
     2004

    2003

 

Cash Provided by Operating Activities

   $ 157.7     $ 108.8  

Non-cash cost basis of land sold

     (9.2 )     (4.6 )

Income tax (benefit) expense

     (28.5 )     10.0  

Interest expense

     23.2       24.8  

Working capital increase (decrease)

     (5.1 )     23.0  

Other balance sheet changes

     54.7       (6.4 )
    


 


EBITDA

   $ 192.8     $ 155.6  
    


 


 

A non-cash expense critical to the economics of our Timber and Land business is the non-cash cost basis of land sold. EBITDA plus the non-cash cost basis of land sold for the three and six months ended June 30, 2004 totaled $114 million and $202 million, respectively.

 

Adjusted Cash Available for Distribution is a non-GAAP measure of cash generated during a period that is available for dividend distribution, repurchase of the Company’s common shares, debt reduction and for strategic acquisitions net of associated financing (e.g. realizing like-kind exchange benefits). The Company defines Cash Available for Distribution as Cash Provided by Operating Activities less both custodial and discretionary capital spending and less the tax benefit on the exercise of stock options. (This is a slightly different definition than what was used in our first quarter reporting as a REIT). In compliance with recent Securities and Exchange Commission requirements for non-GAAP measures, the Company also reduces Cash Available for Distribution by mandatory debt repayments resulting in the Company’s measure entitled “Adjusted Cash Available for Distribution.”

 

25


Table of Contents

Adjusted Cash Available for Distribution for the six months ended June 30, 2004, was $69.0 million, $4.8 million unfavorable to the prior year period. The decrease primarily resulted from an increase in mandatory debt repayments ($50 million) and higher capital spending ($2.9 million), mostly offset by higher cash provided by operating activities of $48.9 million. The Adjusted Cash Available for Distribution generated in the current period is not necessarily indicative of amounts that may be generated in future periods.

 

Below is a reconciliation of Cash Provided by Operating Activities to Adjusted Cash Available for Distribution for the six months ended June 30:

 

     Six months ended June 30,

 
     2004

    2003

 

Cash provided by Operating Activities

   $ 157.7     $ 108.8  

Capital spending

     (35.5 )     (32.7 )

Tax benefit on exercise of stock options

     (1.7 )     (0.8 )
    


 


Cash Available for Distribution

     120.5       75.3  

Mandatory debt repayments *

     (51.5 )     (1.5 )
    


 


Adjusted Cash Available for Distribution

   $ 69.0     $ 73.8  
    


 



* The mandatory repayments in 2004 include $50 million of debt that matured during the period and was refinanced through the Company’s bank facility. No discretionary debt repayments were made in the first six months of 2004, while $30 million were made in the first six months of 2003.

 

Liquidity Facilities

 

During the first quarter of 2004, the Company borrowed $50 million from its $250 million unsecured revolving credit facility to refinance 6.15 percent medium term notes that matured in February 2004. At June 30, 2004, the available borrowings from the Company’s revolving credit facility was $190 million. There were no facility borrowings outstanding prior to that time.

 

In connection with the $250 million revolving credit facility, certain covenants must be met, including ratios based on the facility’s definition of EBITDA (Covenant EBITDA). Covenant EBITDA consists of earnings from continuing operations before the cumulative effect of accounting changes and any provision for dispositions, income taxes, interest expense, depreciation, depletion, amortization and the non-cash cost basis of timberland and real estate sold. In addition, there are covenant requirements in effect for Rayonier Forest Resources, L.P. (RFR) on the ratio of cash flow available for fixed charges to fixed charges.

 

Covenant Funds from Operations (Covenant FFO), another facility covenant, is defined as Consolidated Net Income excluding gains or losses from debt restructuring and investments in marketable securities plus depletion, depreciation and amortization and the non-cash cost basis of timberland sold. This dividend restriction covenant limits the sum of dividends in any period of four fiscal quarters to 90 percent of Covenant FFO plus the aggregate amount of dividends permitted under Covenant FFO in excess of the amount of dividends paid during the prior four fiscal quarters.

 

The covenants listed below are calculated on a trailing 12-month basis. The most restrictive long-term debt covenants in effect for Rayonier as of June 30, 2004 were as follows:

 

     Covenant
Requirement


    Actual ratio at
June 30, 2004


    Favorable
(Unfavorable)


 

Covenant EBITDA to consolidated interest expense should not be less than

   2.50 to 1     6.59 to 1     4.09  

Total debt to Covenant EBITDA should not exceed

   4.00 to 1     1.99 to 1     2.01  

RFR cash flow available for fixed charges to RFR fixed charges should not be less than

   2.50 to 1     3.71 to 1     1.21  

Dividends paid should not exceed 90 percent of Covenant FFO

   90 %   44 %   46 %

 

The Company is currently in compliance with all of its financial covenants. In addition to the financial covenants listed above, the credit agreements include customary covenants that limit the incurrence of debt, the disposition of assets, and the making of

 

26


Table of Contents

certain payments between RFR and Rayonier among others. An asset sales covenant in the Company’s RFR installment note-related agreements requires the Company, subject to certain exceptions, to either reinvest cumulative timberland sales proceeds in excess of approximately $100 million (the “excess proceeds”) in timberland-related investments and activities or, once the amount of excess proceeds not reinvested exceeds $50 million, to make an offer to the note holders to prepay the notes ratably in the amount of the excess proceeds. At June 30, 2004 the amount of excess proceeds was approximately $16 million.

 

Equity Resources

 

In 1996, the Company began a Common Share repurchase program to minimize the dilutive effect of earnings per share of its employee incentive stock plans. This program limits the number of shares that may be purchased each year to the greater of 1.5 percent of outstanding shares at the beginning of the year or the number of incentive shares actually issued to employees during the year. In October 2000, the Company’s Board of Directors authorized repurchase of an additional 1.5 million shares. These shares were authorized separately from the 1.5 percent of outstanding shares anti-dilutive program, neither of which have expiration dates. Below is a summary of the share repurchases.

 

     Six Months Ended June 30,

     2004

   2003

Shares authorized for repurchase

     2,050,925      1,939,287

Shares repurchased

     —        —  

Cost of repurchased shares

   $ —      $ —  

Average cost per share

   $ —      $ —  

 

At June 30, 2004, the Company has $247 million available under its $500 million shelf registration filed with the Securities and Exchange Commission in 2003. As authorized by the Company’s Board of Directors, an acquisition shelf registration on Form S-4 covering 7,000,000 common shares was declared effective on May 10, 2004.

 

Contractual Financial Obligations and Off-Balance Sheet Arrangements

 

In February 2004, the Company sold approximately 15,000 acres of timberland for approximately $25 million. As payment for this property, a 15-year installment note was received from the buyer, with a fixed interest rate of 5.17 percent. In addition, the buyer delivered an irrevocable letter of credit from a major banking institution that secures all payments of principal and interest under the installment note. In March 2004, the Company monetized the installment note by contributing the note and the letter of credit to a bankruptcy-remote limited liability subsidiary that meets the requirements of a qualified special purpose entity (QSPE) as defined by SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. As such, the QSPE is not consolidated in the Company’s financial statements. Using the installment note and the letter of credit as collateral, the QSPE issued $22.5 million of 15-year Senior Secured Notes with a fixed interest rate of 5 percent and remitted cash of $22.5 million to the Company. At closing, the Company had an equity interest of $2.5 million in the QSPE. At March 31, 2004, the Company computed the fair market value of its interest in the QSPE to be $2.8 million and recognized a gain of $0.3 million in the first quarter of 2004. At June 30, 2004 the fair market value remained at $2.8 million. In addition, the Company calculated and recorded a guarantee liability of $43 thousand per FIN 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Others, to reflect its obligation of up to $2.5 million under a make-whole agreement pursuant to which it guaranteed certain obligations of the QSPE. This guarantee obligation is also collateralized by the letter of credit.

 

The Company’s guarantee for the annual payment of the New Zealand Crown Forest licenses has three years remaining since the receiver for the primary obligor made the required 2004 payment. No other material changes to the Company’s guarantees or financial instruments such as letters of credit and surety bonds occurred during the first six months of 2004. See Note 10, Guarantees, for details on the outstanding letters of credit, surety bonds and total guarantees outstanding as of June 30, 2004.

 

Segment EBITDA

 

EBITDA (defined above) is also used for evaluating segment cash return on investment, allocating resources and for valuation purposes. EBITDA by segment is a critical valuation measure used by the Chief Operating Decision Maker, existing shareholders and potential shareholders to measure how management is performing relative to the assets with which they have been entrusted. EBITDA by segment for the three and six months ended June 30, 2004 and 2003 was as follows (millions of dollars):

 

     Three Months Ended June 30,

    Six Months Ended June 30,

 
     2004

    2003

    2004

    2003

 

EBITDA *

                                

Timber and Land

   $ 72.5     $ 76.1     $ 134.5     $ 121.7  

Performance Fibers

     39.1       22.3       63.6       39.8  

Wood Products

     9.2       1.3       13.3       1.7  

Other Operations

     2.2       (0.8 )     4.5       (0.7 )

Corporate and other

     (10.5 )     (5.1 )     (23.1 )     (6.9 )
    


 


 


 


Total

   $ 112.5     $ 93.8     $ 192.8     $ 155.6  
    


 


 


 



*  Item 5(a) provides a reconciliation of Cash Provided by Operating Activities by segment to EBITDA by segment for the three and six month periods presented above.

 

27

 


Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Market Risk

 

The Company is exposed to various market risks, including changes in foreign exchange rates, interest rates and commodity prices. The Company’s objective is to minimize the economic impact of these market risks. Derivatives are used in accordance with policies and procedures approved by the Finance Committee of the Board of Directors and are managed by a senior executive committee whose responsibilities include initiating, managing and monitoring resulting exposures. The Company does not enter into financial instruments for trading or speculative purposes. See Note 9-Financial Instruments included in the Notes to the Condensed Consolidated Financial Statements.

 

Most of Rayonier’s revenues and expenses are U.S. dollar-denominated. However, the Company does have some risk in its New Zealand operation related to foreign currency pricing and costs and periodically enters into foreign currency forward contracts to hedge the risks of foreign currency fluctuations. At June 30, 2004, the Company held foreign currency contracts to purchase New Zealand dollars maturing through April 2005 totaling $7.5 million. The fair value of outstanding foreign currency contracts at June 30, 2004 was a liability of approximately $0.1 million. Market risk resulting from a hypothetical 6-cent change in the New Zealand dollar/U.S. dollar exchange rate on the outstanding foreign currency contracts amounts to an approximate change of $0.7 million in pre-tax income/loss.

 

The fair market value of the Company’s long-term fixed interest rate debt is subject to interest rate risk; however, Rayonier intends to hold most of its debt until maturity. Rayonier periodically enters into interest rate swap agreements to manage its exposure to interest rate changes, or in back-to-back arrangements at the time debt is issued in order to cost effectively place the debt. These swaps involve the exchange of fixed and variable interest rate payments without exchanging principal amounts. At June 30, 2004, the Company had two interest rate swap agreements both maturing in 2007 that resulted in a liability with a fair market value of $1.0 million. Generally, the fair market value of fixed-interest rate debt will increase as interest rates fall and decrease as interest rates rise.

 

The Company periodically enters into commodity forward contracts to fix some of its fuel oil costs. The forward contracts partially mitigate the risk of a change in Performance Fibers margins resulting from an increase or decrease in fuel oil prices. The Company does not enter into commodity forwards for trading or speculative purposes. As of June 30, 2004 the Company has commodity forward agreements on approximately 37 percent of the Company’s remaining 2004 estimated fuel oil consumption as well as 19 percent of the first quarter 2005 consumption. These contracts do not qualify for hedge accounting under SFAS No. 133 and are marked to market. The contracts’ market valuation as of June 30, 2004 resulted in a loss of $0.2 million which has been recorded in “Other Operating (Income) expense”.

 

For a full description of the Company’s market risk, please refer to Item 7, Management Discussion and Analysis of Financial Condition and Results of Operations, in the 2003 Annual Report on Form 10-K.

 

Safe Harbor

 

Comments about market trends; anticipated demand, pricing levels, sales, expenses, capital spending levels (including the expected costs of compliance with environmental regulations), earnings and dividend levels; the Company’s ability to meet future capital needs; the sufficiency of reserves; the availability of tax deductions and the ability of the Company to complete tax-efficient exchanges of real estate; future activities such as land sales, timberland purchases, timber harvests and manufacturing production levels; and the expected benefits from the Company’s REIT status, are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The following important

 

28


Table of Contents

factors, among others, could cause actual results to differ materially from those expressed in the forward-looking statements: changes in global market trends and world events; interest rate and currency movements; fluctuations in demand for cellulose specialties, absorbent materials, timber, wood products or real estate; adverse weather conditions; changes in production costs for wood products or performance fibers, particularly for raw materials such as wood, energy and chemicals; unexpected delays in the closing of land sale transactions; the Company’s ability to satisfy complex rules in order to qualify as a REIT; and implementation or revision of governmental policies and regulations affecting the environment, import and export controls or taxes, including changes in tax laws that could reduce the benefits associated with REIT status. For additional factors that could impact future results, please see the Company’s 2003 Annual Report on Form 10-K on file with the Securities and Exchange Commission.

 

Item 4. Controls and Procedures

 

On July 22, 2004 the Company’s disclosure committee met with the Chief Executive Officer and the Chief Financial Officer (the “certifying officers”) to evaluate the Company’s disclosure controls and procedures as of June 30, 2004. Based on such evaluation, the certifying officers concluded that the Company’s disclosure controls and procedures are well designed and effective in seeing that material information regarding the Company’s financial statement and disclosure obligations are promptly made available to senior management, including the certifying officers, in order to allow the Company to meet its reporting requirements under the Securities Exchange Act of 1934 in a timely manner. The Company’s disclosure committee met with the Chief Executive Office and the Chief Financial Officer again on July 30, 2004 to finalize disclosure in this Form 10-Q.

 

There were no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date of their most recent evaluation.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

See Note 11 of the Notes to Condensed Consolidated Financial Statements set forth in Part I of this Report, which is hereby incorporated by reference.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Shareholders of the Company was held on May 20, 2004 (the “Annual Meeting”). At that meeting, three directors were elected as follows:

 

     Votes For

   Votes Withheld

Directors of Class I, Terms Expire in 2007

         

Ronald M. Gross

   44,067,700    575,628

Thomas I. Morgan

   44,128,514    514,814

Katherine D. Ortega

   43,569,774    1,073,555

 

The following directors’ terms of office also continued after the Annual Meeting: Rand V. Araskog, Paul G. Kirk, Jr., W. Lee Nutter, Carl S. Sloane, Ronald Townsend and Gordon I. Ulmer.

 

At the Annual Meeting, votes were also taken to amend the Company’s Articles of Incorporation to increase the number of authorized Common Shares from 60 million to 120 million, and to amend the 2004 Incentive Stock and Management Bonus Plan (the 2004 Plan) to increase the number of available shares. The results of such votes were as follows:

 

Shares Being Voted with Regard to Amendment of Articles of Incorporation

 

For


   Against

   Abstain

42,078,624

   2,453,818    110,886

 

Shares Being Voted with Regard to Amendment of the 2004 Plan

 

For


   Against

   Abstain

29,311,509

   6,284,748    698,477

 

Abstentions and broker non-votes, as well as votes withheld, were not counted for or against a matter or nominee.

 

29


Table of Contents

Item 5(a). Selected Supplemental Financial Data

 

     Three Months Ended

    Six Months Ended

 
    

June 30,

2004


   

June 30,

2003


   

June 30,

2004


   

June 30,

2003


 

Timber and Land

                        

Sales volume - Timber

                        

Northwest U.S., in millions of board feet

   81     67     169     144  

Southeast U.S., in thousands of short green tons

   1,140     1,144     2,389     2,338  

New Zealand, in thousands of metric tons

   158     148     264     259  

Timber Sales volume - Intercompany

                        

Southeast U.S., in thousands of short green tons

   21     2     21     5  

New Zealand, in thousands of metric tons

   —       26     —       45  

Acres sold

   4,796 *   12,415     21,846     32,123  

Performance Fibers

                        

Sales Volume

                        

Cellulose specialties, in thousands of metric tons

   115     106     216     205  

Absorbent materials, in thousands of metric tons

   75     69     143     147  

Production as a percent of capacity

   99.8 %   95.9 %   98.9 %   96.8 %

Wood Products

                        

Lumber sales volume, in millions of board feet

   91     73     174     144  

Medium-density fiberboard sales volume, in thousands of cubic meters

   40     41     79     82  

* Excludes 5,487 acres associated with a Northeast Florida sale ( $26 million) in which we had timber lease rights.

 

30


Table of Contents

Item 5(a). Selected Supplemental Financial Data (millions of dollars)

 

     Three Months Ended

     Six Months Ended

 
    

June 30,

2004


   

June 30,

2003


    

June 30,

2004


   

June 30,

2003


 

Geographical Data (Non-U.S.)

                                 

Sales

                                 

New Zealand

   $ 24.3     $ 22.0      $ 44.1     $ 40.5  

Other

     9.4       2.9        15.4       7.5  
    


 


  


 


Total

   $ 33.7     $ 24.9      $ 59.5     $ 48.0  
    


 


  


 


Operating income (loss)

                                 

New Zealand

   $ 0.2     $ 1.7      $ (0.8 )   $ 3.2  

Other

     (0.5 )     (0.5 )      (1.0 )     (0.9 )
    


 


  


 


Total

   $ (0.3 )   $ 1.2      $ (1.8 )   $ 2.3  
    


 


  


 


Timber

                                 

Sales

                                 

Northwest U.S.

   $ 22.0     $ 15.0      $ 46.2     $ 35.3  

Southeast U.S.

     20.6       18.3        44.1       37.7  

New Zealand

     6.7       5.2        12.1       9.1  
    


 


  


 


Total

   $ 49.3     $ 38.5      $ 102.4     $ 82.1  
    


 


  


 


Operating income (loss)

                                 

Northwest U.S.

   $ 11.9     $ 7.3      $ 25.8     $ 19.9  

Southeast U.S.

     6.2       3.9        14.5       8.1  

New Zealand

     2.0       0.4        2.6       0.3  
    


 


  


 


Total

   $ 20.1     $ 11.6      $ 42.9     $ 28.3  
    


 


  


 


 

31


Table of Contents

Item 5(a). Selected Supplemental Financial Data * (millions of dollars)

 

The following tables reconcile Cash Provided by Operating Activities by segment to EBITDA by segment:

 

Three Months Ended June 30, 2004


   Timber
and Land


    Performance
Fibers


    Wood
Products


    Other

   

Corporate

and
Eliminations


   

Total


 

Cash provided by operating activities

   $ 80.0     $ 30.6     $ 8.0     $ (0.7 )   $ (42.2 )   $ 75.7  

Less: Non-cash cost basis of land sold

     (1.1 )     —         —         (0.2 )     —         (1.3 )

Income tax expense

     —         —         —         —         14.9       14.9  

Add: Interest expense

     —         —         —         —         12.1       12.1  

Working capital increases (decreases)

     (3.6 )     8.3       1.2       3.3       4.3       13.5  

Other balance sheet changes

     (2.8 )     0.2       —         (0.2 )     0.4       (2.4 )
    


 


 


 


 


 


EBITDA

   $ 72.5     $ 39.1     $ 9.2     $ 2.2     $ (10.5 )   $ 112.5  
    


 


 


 


 


 


Three Months Ended June 30, 2003


   Timber
and Land


    Performance
Fibers


    Wood
Products


    Other

   

Corporate

and
Eliminations


    Total

 

Cash provided by operating activities

   $ 80.4     $ 25.7     $ 0.4     $ 0.8     $ (37.8 )   $ 69.5  

Less: Non-cash cost basis of land sold

     (1.5 )     —         —         (0.1 )     —         (1.6 )

Income tax expense

     —         —         —         —         10.3       10.3  

Add: Interest expense

     —         —         —         —         12.4       12.4  

Working capital increases (decreases)

     (1.3 )     (2.9 )     1.6       (2.1 )     21.5       16.8  

Other balance sheet changes

     (1.5 )     (0.5 )     (0.7 )     0.6       (11.5 )     (13.6 )
    


 


 


 


 


 


EBITDA

   $ 76.1     $ 22.3     $ 1.3     $ (0.8 )   $ (5.1 )   $ 93.8  
    


 


 


 


 


 


Six Months Ended June 30, 2004


   Timber
and Land


    Performance
Fibers


    Wood
Products


    Other

    Corporate
and
Eliminations


    Total

 

Cash provided by operating activities

   $ 154.0     $ 46.3     $ 9.4     $ 5.9     $ (57.9 )   $ 157.7  

Less: Non-cash cost basis of land sold

     (9.0 )     —         —         (0.2 )     —         (9.2 )

Income tax benefit

     —         —         —         —         (28.5 )     (28.5 )

Add: Interest expense

     —         —         —         —         23.2       23.2  

Working capital increases (decreases)

     (11.4 )     15.9       4.0       (0.5 )     (13.1 )     (5.1 )

Other balance sheet changes

     0.9       1.4       (0.1 )     (0.7 )     53.2       54.7  
    


 


 


 


 


 


EBITDA

   $ 134.5     $ 63.6     $ 13.3     $ 4.5     $ (23.1 )   $ 192.8  
    


 


 


 


 


 


Six Months Ended June 30, 2003


   Timber
and Land


    Performance
Fibers


    Wood
Products


    Other

    Corporate
and
Eliminations


    Total

 

Cash provided by operating activities

   $ 129.8     $ 37.1     $ (1.8 )   $ 6.2     $ (62.5 )   $ 108.8  

Less: Non-cash cost basis of land sold

     (4.4 )     —         —         (0.2 )     —         (4.6 )

Income tax expense

     —         —         —         —         10.0       10.0  

Add: Interest expense

     —         —         —         —         24.8       24.8  

Working capital increases (decreases)

     (1.4 )     2.9       3.6       (7.1 )     25.0       23.0  

Other balance sheet changes

     (2.3 )     (0.2 )     (0.1 )     0.4       (4.2 )     (6.4 )
    


 


 


 


 


 


EBITDA

   $ 121.7     $ 39.8     $ 1.7     $ (0.7 )   $ (6.9 )   $ 155.6  
    


 


 


 


 


 



* Unusual, non-trade intercompany items between the segments have been eliminated.

 

32


Table of Contents

Item 6. Exhibits and Reports on Form 8-K

 

  (a) See Exhibit Index

 

  (b) Reports on Form 8-K:

 

  1) On April 29, 2004, Rayonier filed a report on Form 8-K to announce first quarter 2004 earnings.

 

  2) On May 6, 2004, Rayonier filed a report on Form 8-K to announce that the Company has agreed to acquire 83,000 acres of timberland in Alabama.

 

SIGNATURE

 

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

RAYONIER INC. (Registrant)

BY:

 

/s/ HANS E. VANDEN NOORT


   

Hans E. Vanden Noort

   

Vice President and Corporate Controller

 

July 30, 2004

 

33


Table of Contents

EXHIBIT INDEX

 

EXHIBIT NO.


  

DESCRIPTION


  

LOCATION


2

   Plan of acquisition, reorganization, arrangement, liquidation or succession    None

3.1

   Amended and restated articles of incorporation    Filed herewith

3.2

   By-laws    No amendments

4

   Instruments defining the rights of security holders, including indentures    Not required to be filed. The Registrant hereby agrees to file with the Commission a copy of any instrument defining the rights of holders of the Registrant’s long-term debt upon request of the Commission.

10

   Material contracts    None

11

   Statement re: computation of per share earnings    Not required to be filed

12

   Statement re: computation of ratios    Filed herewith

15

   Letter re: unaudited interim financial information    None

18

   Letter re: change in accounting principles    None

19

   Report furnished to security holders    None

22

   Published report regarding matters submitted to vote of security holders    None

23

   Consents of experts and counsel    None

24

   Power of attorney    None

31

   Certifications    Filed herewith

32

   Certification of periodic financial reports under Section 906 of the Sarbanes-Oxley Act of 2002    Furnished herewith

 

34