- Second quarter net income attributable to
Rayonier of$19.1 million (or$0.06 per diluted share), pro forma net income of$31.5 million (or$0.10 per diluted share), and Adjusted EBITDA of$123.7 million . - Repurchased
$72.4 million of shares at an average price of$20.95 per share. - Debt outstanding of
$1.86 billion and cash of$411.8 million as ofJune 30, 2026 .
WILDLIGHT, Fla.--(BUSINESS WIRE)--
The second quarter results included
The following table summarizes results for the current quarter and the comparable prior year period. Consolidated results for the second quarter of 2026 include PotlatchDeltic’s operations for the entire period, while the prior year quarter reflects Rayonier’s results on a standalone basis.
|
|
|
|
|
|
|
|
|
| |||||||
|
| Three Months Ended |
| |||||||||||||
| (millions of dollars, except earnings per diluted share (EPS)) |
|
| |||||||||||||
|
| $ |
| EPS |
| $ |
| EPS |
| |||||||
|
|
|
|
|
|
|
|
|
| |||||||
| Revenues |
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
| |||||||
| Net income attributable to |
|
|
|
|
|
|
| ||||||||
| Pro forma items net of tax: |
|
|
|
|
|
|
|
| |||||||
| Costs related to the merger with |
| 10.2 |
|
|
| 0.03 |
|
| — |
|
|
| — |
|
|
| Timber write-offs resulting from casualty events2 |
| 2.3 |
|
|
| 0.01 |
|
| — |
|
|
| — |
|
|
| Gain on sale of discontinued operations5 |
| — |
|
|
| — |
|
| (404.4 | ) |
|
| (2.56 | ) |
|
| Loss from operations of discontinued operations6 |
| — |
|
|
| — |
|
| 0.6 |
|
|
| — |
|
|
| Pro forma net income adjustments attributable to noncontrolling interests3 |
| (0.1 | ) |
|
| — |
|
| 4.8 |
|
|
| — |
|
|
| Pro forma net income4 |
|
|
|
|
|
|
| ||||||||
|
|
|
|
|
|
|
|
|
| |||||||
Second quarter operating income was
The following table summarizes operating income, pro forma operating income,4 and Adjusted EBITDA4 for the current quarter and the comparable prior-year period.
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
| Three Months Ended |
| ||||||||||||||||||||||
|
| Operating Income |
| Pro forma Operating Income4 |
| Adjusted EBITDA4 |
| ||||||||||||||||||
| (millions of dollars) |
| 2026 |
|
|
| 2025 |
|
|
| 2026 |
|
|
| 2025 |
|
|
| 2026 |
|
|
| 2025 |
|
|
| Southern Timber |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| Northwest Timber |
| 12.6 |
|
|
| 1.5 |
|
|
| 12.6 |
|
|
| 1.5 |
|
|
| 26.3 |
|
|
| 6.8 |
|
|
| Wood Products |
| 15.1 |
|
|
| — |
|
|
| 15.1 |
|
|
| — |
|
|
| 25.0 |
|
|
| — |
|
|
| Real Estate |
| 28.3 |
|
|
| 9.8 |
|
|
| 28.3 |
|
|
| 9.8 |
|
|
| 38.3 |
|
|
| 18.6 |
|
|
| Corporate and Other |
| (28.7 | ) |
|
| (9.3 | ) |
|
| (18.3 | ) |
|
| (9.3 | ) |
|
| (17.7 | ) |
|
| (8.9 | ) |
|
| Intersegment Eliminations7 |
| (0.8 | ) |
|
| — |
|
|
| (0.8 | ) |
|
| — |
|
|
| (0.8 | ) |
|
| — |
|
|
| Total |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Year-to-date cash provided by operating activities was
“Our second quarter results reflected solid performance across all of our business segments, as well as a full quarter of contributions from the legacy
“In our Southern Timber segment, Adjusted EBITDA increased 85% versus the prior year quarter to
“In our Wood Products segment, Adjusted EBITDA totaled
“In our Real Estate segment, Adjusted EBITDA totaled
Southern Timber
Second quarter sales of
Second quarter Adjusted EBITDA4 of
Northwest Timber
Second quarter sales of
Second quarter Adjusted EBITDA4 of
Wood Products
Second quarter sales totaled
Second quarter operating income and Adjusted EBITDA4 were
Real Estate
Second quarter sales of
Rural sales of
Second quarter Adjusted EBITDA4 of
Other Items
Second quarter corporate and other operating expenses of
Second quarter interest expense of
Second quarter income tax expense of
Share Repurchases
During the second quarter, the Company repurchased approximately 3.5 million shares at an average price of
Outlook
Consistent with the initial 2026 financial guidance we provided in February, the following full-year metrics reflect a pro rata contribution from legacy
- Southern Timber: In our Southern Timber segment, we expect to achieve full-year harvest volumes of 12.2 to 12.5 million tons, with anticipated harvest volumes of 3.1 to 3.3 million tons in the third quarter. We expect regional sawtimber and pulpwood prices to remain relatively stable for the third quarter compared to the second quarter. However, full-year and quarterly average pine prices for the combined company’s Southern Timber segment are expected to be lower than the standalone prices for
Rayonier in the prior year based on the geographic mix of the combined company. - Northwest Timber: In our Northwest Timber segment, we expect to achieve full-year harvest volumes of 2.0 to 2.2 million tons, with anticipated harvest volumes of approximately 600,000 tons in the third quarter. We expect overall sawtimber prices to be modestly higher in the third quarter compared to the second quarter, primarily due to higher indexed sawlog prices on a portion of the volume coming from our
Idaho timberlands. We also continue to expect that full-year 2026 average log pricing for the combined company’s Northwest Timber segment will be higher than the standalone pricing forRayonier in the prior year. - Wood Products: In our Wood Products segment, we continue to expect lumber shipments to total approximately 1.1 billion board feet for the 11 months of contribution in 2026. We further expect lumber shipments in the third quarter of approximately 320 to 330 million board feet. We continue to be encouraged by the improvement in lumber prices, which has been driven largely by more favorable supply/demand dynamics in addition to broader transportation constraints. As of July month-end, our average quarter-to-date lumber price realization was modestly higher than our average price realization in the second quarter.
- Real Estate: We are pleased by the continued momentum in our Real Estate segment and maintain a strong pipeline of rural and improved development land sales for the balance of the year. Based on our current transaction pipeline and sales closed quarter-to-date, we expect an Adjusted EBITDA contribution in the third quarter of
$25 to$35 million . For the full year, we continue to expect an Adjusted EBITDA contribution from our Real Estate segment of$180 to$200 million .
Conference Call
A conference call and live audio webcast will be held on
Complimentary copies of
1“Costs related to the merger with PotlatchDeltic” include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on |
2“Timber write-offs resulting from casualty events” includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged. |
3“Pro forma net income (loss) adjustments attributable to noncontrolling interests” are the proportionate share of pro forma items that are attributable to noncontrolling interests. |
4“Pro forma net income (loss),” “Pro forma operating income (loss),” “Adjusted EBITDA” and “CAD” are non-GAAP measures defined and reconciled to GAAP in the attached exhibits. |
5“Gain on sale of discontinued operations” reflects the net gain recognized on the sale of the Company’s |
6“Loss from operations of discontinued operations” includes loss generated by the Company’s |
7“Intersegment eliminations” reflects the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period. |
About
More information is available at www.rayonier.com.
|
Forward-Looking Statements - Certain statements in this press release regarding anticipated financial outcomes including Rayonier’s earnings guidance, if any, business and market conditions, outlook, expected dividend rate, acquisition and disposition activity, including the ability to realize the intended benefits of our recent merger with
The following important factors, among others, could cause actual results or events to differ materially from those expressed in forward-looking statements that may have been made in this document: our ability to obtain the intended benefits of our merger with
For additional factors that could impact future results, please see Item 1A - Risk Factors in the Company’s most recent Annual Report on Form 10-K and similar discussion included in other reports that we subsequently file with the Securities and Exchange Commission (the “SEC”). Forward-looking statements are only as of the date they are made, and the Company undertakes no duty to update its forward-looking statements except as required by law. You are advised, however, to review any further disclosures we make on related subjects in our subsequent reports filed with the
Non-GAAP Financial Measures - To supplement Rayonier’s financial statements presented in accordance with generally accepted accounting principles in
CONDENSED STATEMENTS OF CONSOLIDATED INCOME (millions of dollars, except per share information) | |||||||||||||||||||
| Three Months Ended |
| Six Months Ended | ||||||||||||||||
|
|
|
|
| |||||||||||||||
2026 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||
SALES |
|
|
|
|
|
|
|
|
| ||||||||||
Costs and Expenses |
|
|
|
|
|
|
|
|
| ||||||||||
Cost of sales |
| (320.8 | ) |
|
| (230.3 | ) |
|
| (74.9 | ) |
|
| (551.2 | ) |
|
| (139.9 | ) |
Selling and general expenses |
| (30.8 | ) |
|
| (21.8 | ) |
|
| (16.9 | ) |
|
| (52.4 | ) |
|
| (33.6 | ) |
Other operating expense, net |
| (10.3 | ) |
|
| (70.4 | ) |
|
| (0.2 | ) |
|
| (80.7 | ) |
|
| (1.4 | ) |
OPERATING INCOME (LOSS) |
| 34.6 |
|
|
| (45.7 | ) |
|
| 14.5 |
|
|
| (11.0 | ) |
|
| 14.6 |
|
Interest expense, net |
| (16.9 | ) |
|
| (14.3 | ) |
|
| (6.5 | ) |
|
| (31.3 | ) |
|
| (12.9 | ) |
Interest income |
| 4.9 |
|
|
| 7.2 |
|
|
| 2.3 |
|
|
| 12.0 |
|
|
| 5.2 |
|
Other miscellaneous (expense) income, net |
| (0.5 | ) |
|
| 0.9 |
|
|
| (0.5 | ) |
|
| 0.4 |
|
|
| (2.4 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES |
| 22.1 |
|
|
| (51.9 | ) |
|
| 9.8 |
|
|
| (29.9 | ) |
|
| 4.5 |
|
Income tax (expense) benefit |
| (2.9 | ) |
|
| 39.4 |
|
|
| — |
|
|
| 36.6 |
|
|
| (0.3 | ) |
INCOME (LOSS) FROM CONTINUING OPERATIONS |
| 19.2 |
|
|
| (12.5 | ) |
|
| 9.8 |
|
|
| 6.7 |
|
|
| 4.2 |
|
(Loss) income from operations of discontinued operations, net of tax |
| — |
|
|
| — |
|
|
| (0.6 | ) |
|
| — |
|
|
| 1.9 |
|
Gain on sale of discontinued operations |
| — |
|
|
| — |
|
|
| 404.4 |
|
|
| — |
|
|
| 404.4 |
|
INCOME FROM DISCONTINUED OPERATIONS |
| — |
|
|
| — |
|
|
| 403.8 |
|
|
| — |
|
|
| 406.3 |
|
NET INCOME (LOSS) |
| 19.2 |
|
|
| (12.5 | ) |
|
| 413.6 |
|
|
| 6.7 |
|
|
| 410.5 |
|
Less: Net (income) loss attributable to noncontrolling interests in the |
| (0.1 | ) |
|
| 0.1 |
|
|
| (5.5 | ) |
|
| — |
|
|
| (5.4 | ) |
Less: Net loss attributable to noncontrolling interests in consolidated affiliates |
| — |
|
|
| — |
|
|
| 0.6 |
|
|
| — |
|
|
| 0.2 |
|
NET INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC. |
|
| ( | ) |
|
|
|
|
|
| |||||||||
EARNINGS (LOSS) PER COMMON SHARE |
|
|
|
|
|
|
|
|
| ||||||||||
BASIC EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO RAYONIER INC. |
|
|
|
|
|
|
|
|
| ||||||||||
Continuing Operations |
|
| ( | ) |
|
|
|
|
|
| |||||||||
Discontinued Operations |
| — |
|
|
| — |
|
|
|
|
| — |
|
|
| ||||
Net Income (Loss) |
|
| ( | ) |
|
|
|
|
|
| |||||||||
DILUTED EARNINGS (LOSS) PER SHARE ATTRIBUTABLE TO RAYONIER INC. |
|
|
|
|
|
|
|
|
| ||||||||||
Continuing Operations |
|
| ( | ) |
|
|
|
|
|
| |||||||||
Discontinued Operations |
| — |
|
|
| — |
|
|
|
|
| — |
|
|
| ||||
Net Income (Loss) |
|
| ( | ) |
|
|
|
|
|
| |||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||
Pro forma net income per share (a) |
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||
Weighted Average Common Shares used for determining |
|
|
|
|
|
|
|
|
| ||||||||||
Basic EPS |
| 300,735,729 |
|
|
| 255,954,391 |
|
|
| 155,536,320 |
|
|
| 278,468,765 |
|
|
| 154,612,221 |
|
Diluted EPS (b) |
| 302,924,904 |
|
|
| 255,954,391 |
|
|
| 157,727,916 |
|
|
| 280,648,358 |
|
|
| 158,142,596 |
|
(a) | Pro forma net income per share is a non-GAAP measure. See Schedule F for definition and reconciliation to the nearest GAAP measure. |
(b) | Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding combined with the incremental weighted average number of shares that would have been outstanding assuming all potentially dilutive securities (including Redeemable Operating Partnership Units) were converted into shares of common stock at the earliest date possible. For the three months ended |
A | |
CONDENSED CONSOLIDATED BALANCE SHEETS (millions of dollars) | ||||||||
|
|
| ||||||
|
| 2026 |
| 2025 | ||||
Assets |
|
|
|
| ||||
Cash and cash equivalents |
|
|
|
| ||||
Inventory |
|
| 125.3 |
|
|
| 6.8 |
|
Assets held for sale |
|
| 59.1 |
|
|
| 5.4 |
|
Other current assets |
|
| 85.0 |
|
|
| 28.6 |
|
Timber and timberlands, net of depletion and amortization |
|
| 5,791.1 |
|
|
| 2,299.5 |
|
Higher and better use timberlands and real estate development investments |
|
| 188.4 |
|
|
| 126.1 |
|
Property, plant and equipment |
|
| 611.7 |
|
|
| 39.4 |
|
Less - accumulated depreciation |
|
| (39.1 | ) |
|
| (20.9 | ) |
Net property, plant and equipment |
|
| 572.6 |
|
|
| 18.5 |
|
Restricted cash, non-current |
|
| 10.5 |
|
|
| 0.5 |
|
Operating lease right-of-use assets |
|
| 23.9 |
|
|
| 16.3 |
|
Other assets |
|
| 196.0 |
|
|
| 60.1 |
|
|
|
|
|
| ||||
Liabilities, Noncontrolling Interests in the |
|
|
|
| ||||
Current maturities of long-term debt |
|
| — |
|
|
| 200.0 |
|
Other current liabilities |
|
| 191.2 |
|
|
| 71.3 |
|
Long-term debt |
|
| 1,855.3 |
|
|
| 845.3 |
|
Pension and other postretirement benefits, non-current |
|
| 60.2 |
|
|
| 1.4 |
|
Other non-current liabilities |
|
| 106.3 |
|
|
| 36.5 |
|
Noncontrolling interests in the |
|
| 38.5 |
|
|
| 40.5 |
|
Total shareholders’ equity |
|
| 5,212.2 |
|
|
| 2,209.7 |
|
|
|
|
|
| ||||
B | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (millions of dollars, except share information) | |||||||||||||||||
| Common Shares |
| Retained Earnings |
| Accumulated Other Comprehensive Income |
| Shareholders’ Equity | ||||||||||
| Shares |
| Amount |
| |||||||||||||
Balance, | 161,425,616 |
|
|
|
|
|
|
|
| ||||||||
Net loss | — |
|
|
| — |
|
|
| (12.5 | ) |
|
| — |
|
| (12.5 | ) |
Net loss attributable to noncontrolling interests in the | — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
| 0.1 |
|
Dividends ( | — |
|
|
| — |
|
|
| (81.1 | ) |
|
| — |
|
| (81.1 | ) |
Issuance of common shares associated with the merger with | 140,872,342 |
|
|
| 3,202.6 |
|
|
| — |
|
|
| — |
|
| 3,202.6 |
|
Replacement equity awards granted in connection with the merger with | — |
|
|
| 25.0 |
|
|
| — |
|
|
| — |
|
| 25.0 |
|
Issuance of common shares under incentive stock plans | 903,045 |
|
|
| — |
|
|
| — |
|
|
| — |
|
| — |
|
Stock-based incentive compensation | — |
|
|
| 15.4 |
|
|
| — |
|
|
| — |
|
| 15.4 |
|
Repurchase of common shares made under repurchase program | (1,480,753 | ) |
|
| — |
|
|
| (31.1 | ) |
|
| — |
|
| (31.1 | ) |
Other (a) | (44,927 | ) |
|
| (0.8 | ) |
|
| (0.1 | ) |
|
| 2.2 |
|
| 1.3 |
|
Balance, | 301,675,323 |
|
|
|
|
|
|
|
| ||||||||
Net income | — |
|
|
| — |
|
|
| 19.2 |
|
|
| — |
|
| 19.2 |
|
Net income attributable to noncontrolling interests in the | — |
|
|
| — |
|
|
| (0.1 | ) |
|
| — |
|
| (0.1 | ) |
Dividends ( | — |
|
|
| — |
|
|
| (77.9 | ) |
|
| — |
|
| (77.9 | ) |
Issuance of common shares under incentive stock plans | 490,627 |
|
|
| — |
|
|
| — |
|
|
| — |
|
| — |
|
Stock-based incentive compensation | — |
|
|
| 5.9 |
|
|
| — |
|
|
| — |
|
| 5.9 |
|
Repurchase of common shares made under repurchase program | (3,455,482 | ) |
|
| — |
|
|
| (72.4 | ) |
|
| — |
|
| (72.4 | ) |
Adjustment of noncontrolling interests in the | — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
| 0.1 |
|
Other (a) | (103,290 | ) |
|
| (2.2 | ) |
|
| (0.1 | ) |
|
| 10.3 |
|
| 8.0 |
|
Balance, | 298,607,178 |
|
|
|
|
|
|
|
| ||||||||
| Common Shares |
| Retained Earnings |
| Accumulated Other Comprehensive Income (Loss) |
| Noncontrolling Interests in Consolidated Affiliates |
| Shareholders’ Equity | |||||||||||||
| Shares |
| Amount |
| ||||||||||||||||||
Balance, | 148,536,643 |
|
|
|
|
|
| ( | ) |
|
|
|
| |||||||||
Loss from continuing operations | — |
|
|
| — |
|
|
| (5.6 | ) |
|
| — |
|
|
| — |
|
|
| (5.6 | ) |
Income from discontinued operations | — |
|
|
| — |
|
|
| 2.1 |
|
|
| — |
|
|
| 0.4 |
|
|
| 2.5 |
|
Net loss attributable to noncontrolling interests in the | — |
|
|
| — |
|
|
| 0.1 |
|
|
| — |
|
|
| — |
|
|
| 0.1 |
|
Dividends ( | — |
|
|
| — |
|
|
| (42.7 | ) |
|
| — |
|
|
| — |
|
|
| (42.7 | ) |
Issuance of common shares from special dividend (b) | 7,560,983 |
|
|
| 200.4 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 200.4 |
|
Issuance of common shares under incentive stock plans | 5,566 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Stock-based incentive compensation | — |
|
|
| 2.3 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.3 |
|
Repurchase of common shares made under repurchase program | (95,000 | ) |
|
| — |
|
|
| (2.6 | ) |
|
| — |
|
|
| — |
|
|
| (2.6 | ) |
Adjustment of noncontrolling interests in the | — |
|
|
| — |
|
|
| (4.3 | ) |
|
| — |
|
|
| — |
|
|
| (4.3 | ) |
Other (a) | (420 | ) |
|
| — |
|
|
| — |
|
|
| (3.9 | ) |
|
| (1.4 | ) |
|
| (5.3 | ) |
Balance, | 156,007,772 |
|
|
|
|
|
| ( | ) |
|
|
|
| |||||||||
Income from continuing operations | — |
|
|
| — |
|
|
| 9.8 |
|
|
| — |
|
|
| — |
|
|
| 9.8 |
|
Income (loss) from discontinued operations | — |
|
|
| — |
|
|
| 404.4 |
|
|
| — |
|
|
| (0.6 | ) |
|
| 403.8 |
|
Net income attributable to noncontrolling interests in the | — |
|
|
| — |
|
|
| (5.5 | ) |
|
| — |
|
|
| — |
|
|
| (5.5 | ) |
Deconsolidation of discontinued operations | — |
|
|
| — |
|
|
| — |
|
|
| 29.1 |
|
|
| (10.8 | ) |
|
| 18.3 |
|
Dividends ( | — |
|
|
| — |
|
|
| (42.4 | ) |
|
| — |
|
|
| — |
|
|
| (42.4 | ) |
Issuance of common shares under incentive stock plans | 315,017 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
Stock-based incentive compensation | — |
|
|
| 3.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 3.6 |
|
Repurchase of common shares made under repurchase program | (1,472,928 | ) |
|
| — |
|
|
| (34.9 | ) |
|
| — |
|
|
| — |
|
|
| (34.9 | ) |
Adjustment of noncontrolling interests in the | — |
|
|
| — |
|
|
| 9.5 |
|
|
| — |
|
|
| — |
|
|
| 9.5 |
|
Other (a) | (88,629 | ) |
|
| (2.4 | ) |
|
| — |
|
|
| 15.9 |
|
|
| 1.2 |
|
|
| 14.7 |
|
Balance, | 154,761,232 |
|
|
|
|
|
|
|
|
| — |
|
|
| ||||||||
(a) | Primarily includes shares purchased from employees in non-open market transactions to pay withholding taxes associated with the vesting of shares granted under the Company’s Incentive Stock Plan, dividend equivalents on deferred stock, pension and postretirement benefit plan adjustments, foreign currency translation adjustments, mark-to-market adjustments of qualifying cash flow hedges, distributions to noncontrolling interests in consolidated affiliates and the allocation of other comprehensive income (loss) to noncontrolling interests in the |
(b) | Reflects the issuance of shares related to the Company’s special dividend of |
C | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (millions of dollars) | |||||||
| Six Months Ended | ||||||
|
| 2026 |
|
|
| 2025 |
|
Cash provided by operating activities: |
|
|
| ||||
Net income |
|
|
| ||||
Depreciation, depletion and amortization from continuing operations |
| 126.6 |
|
|
| 46.9 |
|
Depreciation, depletion and amortization from discontinued operations |
| — |
|
|
| 9.1 |
|
Non-cash cost of land and improved development |
| 18.0 |
|
|
| 9.3 |
|
Timber write-offs resulting from casualty events |
| 2.3 |
|
|
| — |
|
Stock-based incentive compensation expense |
| 21.3 |
|
|
| 5.9 |
|
Deferred income taxes |
| (37.1 | ) |
|
| (2.6 | ) |
Gain on sale of discontinued operations |
| — |
|
|
| (404.4 | ) |
Other items to reconcile net income to cash provided by operating activities |
| 26.0 |
|
|
| 9.0 |
|
Changes in working capital and other assets and liabilities |
| (18.6 | ) |
|
| 5.0 |
|
|
| 145.2 |
|
|
| 88.7 |
|
Cash (used for) provided by investing activities: |
|
|
| ||||
Capital expenditures from continuing operations |
| (42.8 | ) |
|
| (22.4 | ) |
Capital expenditures from discontinued operations |
| — |
|
|
| (7.1 | ) |
Real estate development investments |
| (9.6 | ) |
|
| (8.2 | ) |
Net cash consideration for merger with |
| (24.8 | ) |
|
| — |
|
Interest received under swaps with other-than-insignificant financing element |
| 10.4 |
|
|
| — |
|
Net proceeds on sale of discontinued operations (a) |
| — |
|
|
| 687.6 |
|
Net proceeds on sale of property, plant and equipment |
| — |
|
|
| 4.1 |
|
Other |
| (2.5 | ) |
|
| 4.3 |
|
|
| (69.3 | ) |
|
| 658.3 |
|
Cash used for financing activities: |
|
|
| ||||
Repayment of debt |
| (227.5 | ) |
|
| — |
|
Dividends paid (b) |
| (159.1 | ) |
|
| (153.3 | ) |
Distributions to noncontrolling interests in the |
| (0.9 | ) |
|
| (2.0 | ) |
Equity issuance costs |
| (0.9 | ) |
|
| — |
|
Payments made under finance leases |
| (2.1 | ) |
|
| — |
|
Repurchase of common shares made under repurchase program |
| (103.5 | ) |
|
| (37.6 | ) |
Distributions to noncontrolling interests in consolidated affiliates |
| — |
|
|
| (3.1 | ) |
Other |
| (3.0 | ) |
|
| (2.6 | ) |
|
| (497.0 | ) |
|
| (198.6 | ) |
Effect of exchange rate changes on cash and restricted cash |
| — |
|
|
| 1.3 |
|
Cash, cash equivalents and restricted cash: |
|
|
| ||||
Change in cash, cash equivalents and restricted cash |
| (421.1 | ) |
|
| 549.7 |
|
|
|
|
| ||||
Balance from continuing operations, beginning of year |
| 843.4 |
|
|
| 323.1 |
|
Balance from discontinued operations, beginning of year |
| — |
|
|
| 20.1 |
|
Total Balance, beginning of year |
| 843.4 |
|
|
| 343.2 |
|
|
|
|
| ||||
Balance from continuing operations, end of period |
| 422.3 |
|
|
| 892.9 |
|
Balance from discontinued operations, end of period |
| — |
|
|
| — |
|
Total Balance, end of period |
|
|
| ||||
(a) | The six months ended |
(b) | The six months ended |
(c) | The six months ended |
D | |
BUSINESS SEGMENT SALES, OPERATING INCOME (LOSS), PRO FORMA OPERATING INCOME AND ADJUSTED EBITDA (millions of dollars) | |||||||||||||||||||
| Three Months Ended |
| Six Months Ended | ||||||||||||||||
|
|
|
|
| |||||||||||||||
| 2026 |
| 2026 |
| 2025 |
| 2026 |
| 2025 | ||||||||||
Sales |
|
|
|
|
|
|
|
|
| ||||||||||
Southern Timber |
|
|
|
|
|
|
|
|
| ||||||||||
Northwest Timber |
| 66.0 |
|
|
| 32.1 |
|
|
| 23.8 |
|
|
| 98.1 |
|
|
| 45.6 |
|
Wood Products |
| 196.2 |
|
|
| 108.5 |
|
|
| — |
|
|
| 304.6 |
|
|
| — |
|
Real Estate |
| 53.7 |
|
|
| 59.8 |
|
|
| 29.4 |
|
|
| 113.4 |
|
|
| 39.6 |
|
Intersegment Eliminations (a) |
| (26.9 | ) |
|
| (12.2 | ) |
|
| — |
|
|
| (39.2 | ) |
|
| — |
|
Sales |
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||
Operating income (loss) |
|
|
|
|
|
|
|
|
| ||||||||||
Southern Timber |
|
|
|
|
|
|
|
|
| ||||||||||
Northwest Timber |
| 12.6 |
|
|
| (0.4 | ) |
|
| 1.5 |
|
|
| 12.1 |
|
|
| 1.8 |
|
Wood Products |
| 15.1 |
|
|
| (1.0 | ) |
|
| — |
|
|
| 14.1 |
|
|
| — |
|
Real Estate |
| 28.3 |
|
|
| 27.4 |
|
|
| 9.8 |
|
|
| 55.6 |
|
|
| 8.8 |
|
Corporate and Other |
| (28.7 | ) |
|
| (82.8 | ) |
|
| (9.3 | ) |
|
| (111.4 | ) |
|
| (18.7 | ) |
Intersegment Eliminations (a) |
| (0.8 | ) |
|
| (1.2 | ) |
|
| — |
|
|
| (2.0 | ) |
|
| — |
|
Operating income (loss) |
|
| ( | ) |
|
|
| ( | ) |
|
| ||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||
Pro forma operating income (loss) (b) |
|
|
|
|
|
|
|
|
| ||||||||||
Southern Timber |
|
|
|
|
|
|
|
|
| ||||||||||
Northwest Timber |
| 12.6 |
|
|
| (0.4 | ) |
|
| 1.5 |
|
|
| 12.1 |
|
|
| 1.8 |
|
Wood Products |
| 15.1 |
|
|
| 0.1 |
|
|
| — |
|
|
| 15.3 |
|
|
| — |
|
Real Estate |
| 28.3 |
|
|
| 27.4 |
|
|
| 9.8 |
|
|
| 55.6 |
|
|
| 8.8 |
|
Corporate and Other |
| (18.3 | ) |
|
| (12.3 | ) |
|
| (9.3 | ) |
|
| (30.7 | ) |
|
| (17.6 | ) |
Intersegment Eliminations (a) |
| (0.8 | ) |
|
| (1.2 | ) |
|
| — |
|
|
| (2.0 | ) |
|
| — |
|
Pro forma operating income |
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
| ||||||||||
Adjusted EBITDA (b) |
|
|
|
|
|
|
|
|
| ||||||||||
Southern Timber |
|
|
|
|
|
|
|
|
| ||||||||||
Northwest Timber |
| 26.3 |
|
|
| 8.6 |
|
|
| 6.8 |
|
|
| 34.9 |
|
|
| 12.7 |
|
Wood Products |
| 25.0 |
|
|
| 6.8 |
|
|
| — |
|
|
| 31.8 |
|
|
| — |
|
Real Estate |
| 38.3 |
|
|
| 46.2 |
|
|
| 18.6 |
|
|
| 84.5 |
|
|
| 20.6 |
|
Corporate and Other |
| (17.7 | ) |
|
| (11.8 | ) |
|
| (8.9 | ) |
|
| (29.5 | ) |
|
| (16.8 | ) |
Intersegment Eliminations (a) |
| (0.8 | ) |
|
| (1.2 | ) |
|
| — |
|
|
| (2.0 | ) |
|
| — |
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
| ||||||||||
(a) | Intersegment Eliminations represents logs sold by the Timber segments to Wood Products, and includes the elimination of profit on log sales from the Timber segments to Wood Products that remain in inventory at the end of the period. |
(b) | Pro forma operating income (loss) and Adjusted EBITDA are non-GAAP measures. See Schedule F for definitions and reconciliations. |
E | |
RECONCILIATION OF NON-GAAP MEASURES (millions of dollars, except per share information) | ||||||||
LIQUIDITY MEASURES: |
|
|
|
| ||||
|
| Six Months Ended | ||||||
|
|
| ||||||
|
| 2026 |
| 2025 | ||||
Cash Provided by Operating Activities |
|
|
|
| ||||
Working capital and other balance sheet changes |
|
| (6.1 | ) |
|
| (10.7 | ) |
Costs related to the merger with |
|
| 80.8 |
|
|
| — |
|
Capital expenditures |
|
| (42.8 | ) |
|
| (22.4 | ) |
Cash provided by operating activities from discontinued operations |
|
| — |
|
|
| (8.9 | ) |
Cash Available for Distribution (b) |
|
|
|
| ||||
|
|
|
|
| ||||
Net Income |
|
|
|
| ||||
Interest, net and miscellaneous expense |
|
| 19.2 |
|
|
| 7.7 |
|
Income tax (benefit) expense (c) |
|
| (36.6 | ) |
|
| 0.3 |
|
Depreciation, depletion and amortization |
|
| 126.6 |
|
|
| 46.9 |
|
Non-cash cost of land and improved development |
|
| 18.0 |
|
|
| 9.3 |
|
Non-operating (income) expense (d) |
|
| (0.4 | ) |
|
| 2.4 |
|
Costs related to the merger with |
|
| 80.8 |
|
|
| — |
|
Timber write-offs resulting from casualty events (e) |
|
| 2.3 |
|
|
| — |
|
Inventory purchase price adjustment in cost of sales (f) |
|
| 1.2 |
|
|
| — |
|
Restructuring charges (g) |
|
| — |
|
|
| 1.1 |
|
Income from operations of discontinued operations, net of tax (h) |
|
| — |
|
|
| (1.9 | ) |
Gain on sale of discontinued operations (i) |
|
| — |
|
|
| (404.4 | ) |
Adjusted EBITDA (j) |
|
|
|
| ||||
Cash interest received (paid), net (k) |
|
| 2.6 |
|
|
| (2.6 | ) |
Cash taxes paid |
|
| (0.5 | ) |
|
| (0.3 | ) |
Capital expenditures |
|
| (42.8 | ) |
|
| (22.4 | ) |
Cash Available for Distribution (b) |
|
|
|
| ||||
|
|
|
|
| ||||
Cash Available for Distribution (b) |
|
|
|
| ||||
Real estate development investments |
|
| (9.6 | ) |
|
| (8.2 | ) |
Cash Available for Distribution after real estate development investments |
|
|
|
| ||||
PRO FORMA NET INCOME (l): | |||||||||||||||||||||||||||||||||||||||
|
| Three Months Ended |
| Six Months Ended | |||||||||||||||||||||||||||||||||||
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||
|
| $ |
| Per Diluted Share |
| $ |
| Per Diluted Share |
| $ |
| Per Diluted Share |
| $ |
| Per Diluted Share |
| $ |
| Per Diluted Share | |||||||||||||||||||
Net Income (Loss) Attributable to |
|
|
|
| ( | ) |
| ( | ) |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||
Pro Forma items net of tax: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Costs related to the merger with |
|
| 10.2 |
|
|
| 0.03 |
|
| 69.5 |
|
|
| 0.27 |
|
|
| — |
|
|
| — |
|
|
| 79.7 |
|
|
| 0.28 |
|
|
| — |
|
|
| — |
|
Timber write-offs resulting from casualty events (e) |
|
| 2.3 |
|
|
| 0.01 |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 2.3 |
|
|
| 0.01 |
|
|
| — |
|
|
| — |
|
Inventory purchase price adjustment in cost of sales (f) |
|
| — |
|
|
| — |
|
| 0.9 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 0.9 |
|
|
| — |
|
|
| — |
|
|
| — |
|
Tax benefit from valuation allowance release (m) |
|
| — |
|
|
| — |
|
| (40.3 | ) |
|
| (0.16 | ) |
|
| — |
|
|
| — |
|
|
| (40.3 | ) |
|
| (0.14 | ) |
|
| — |
|
|
| — |
|
Loss (income) from operations of discontinued operations (h) |
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
|
| 0.6 |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| (1.9 | ) |
|
| (0.01 | ) |
Gain on sale of discontinued operations (i) |
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
|
| (404.4 | ) |
|
| (2.56 | ) |
|
| — |
|
|
| — |
|
|
| (404.4 | ) |
|
| (2.56 | ) |
Restructuring charges (g) |
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.1 |
|
|
| 0.01 |
|
Net cost on legal settlements (n) |
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| — |
|
|
| 1.7 |
|
|
| 0.01 |
|
Pro forma net income (loss) adjustments attributable to noncontrolling interests (o) |
|
| (0.1 | ) |
|
| — |
|
| (0.2 | ) |
|
| — |
|
|
| 4.8 |
|
|
| — |
|
|
| (0.3 | ) |
|
| — |
|
|
| 5.1 |
|
|
| — |
|
Pro Forma Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
PRO FORMA OPERATING INCOME (LOSS) AND ADJUSTED EBITDA (p) (j): |
|
| ||||||||||||||||||||||||
Three Months Ended |
| Southern Timber |
| Northwest Timber |
| Wood Products |
| Real Estate |
| Corporate and Other |
| Intersegment Eliminations |
| Total | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Operating income |
|
|
|
|
|
|
| ( | ) |
| ( | ) |
|
| ||||||||||||
Costs related to the merger with |
|
| — |
|
| — |
|
|
| — |
|
|
| — |
|
| 10.4 |
|
|
| — |
|
|
| 10.4 |
|
Timber write-offs resulting from casualty events (e) |
|
| 2.3 |
|
| — |
|
|
| — |
|
|
| — |
|
| — |
|
|
| — |
|
|
| 2.3 |
|
Pro forma operating income |
|
|
|
|
|
|
| ( | ) |
| ( | ) |
|
| ||||||||||||
Depreciation, depletion and amortization |
|
| 42.2 |
|
| 13.8 |
|
|
| 9.9 |
|
|
| 3.9 |
|
| 0.6 |
|
|
| — |
|
|
| 70.4 |
|
Non-cash cost of land and improved development |
|
| — |
|
| — |
|
|
| — |
|
|
| 6.0 |
|
| — |
|
|
| — |
|
|
| 6.0 |
|
Adjusted EBITDA |
|
|
|
|
|
|
| ( | ) |
| ( | ) |
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Operating income (loss) |
|
| ( | ) |
| ( | ) |
|
| ( | ) |
| ( | ) |
| ( | ) | |||||||||
Costs related to the merger with |
|
| — |
|
| — |
|
|
| — |
|
|
| — |
|
| 70.4 |
|
|
| — |
|
|
| 70.4 |
|
Inventory purchase price adjustment in cost of sales (f) |
|
| — |
|
| — |
|
|
| 1.2 |
|
|
| — |
|
| — |
|
|
| — |
|
|
| 1.2 |
|
Pro forma operating income (loss) |
|
| ( | ) |
|
|
|
| ( | ) |
| ( | ) |
|
| |||||||||||
Depreciation, depletion and amortization |
|
| 33.1 |
|
| 9.0 |
|
|
| 6.7 |
|
|
| 6.9 |
|
| 0.6 |
|
|
| — |
|
|
| 56.2 |
|
Non-cash cost of land and improved development |
|
| — |
|
| — |
|
|
| — |
|
|
| 12.0 |
|
| — |
|
|
| — |
|
|
| 12.0 |
|
Adjusted EBITDA |
|
|
|
|
|
|
| ( | ) |
| ( | ) |
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Operating income |
|
|
|
|
| — |
|
|
| ( | ) |
|
| — |
|
|
| |||||||||
Depreciation, depletion and amortization |
|
| 15.8 |
|
| 5.4 |
|
|
| — |
|
|
| 1.9 |
|
| 0.4 |
|
|
| — |
|
|
| 23.4 |
|
Non-cash cost of land and improved development |
|
| — |
|
| — |
|
|
| — |
|
|
| 6.9 |
|
| — |
|
|
| — |
|
|
| 6.9 |
|
Adjusted EBITDA |
|
|
|
|
| — |
|
|
| ( | ) |
|
| — |
|
|
| |||||||||
PRO FORMA OPERATING INCOME AND ADJUSTED EBITDA (p) (j): |
|
|
|
|
|
| ||||||||||||||||||
Six Months Ended |
| Southern Timber |
| Northwest Timber |
| Wood Products |
| Real Estate |
| Corporate and Other |
| Intersegment Eliminations |
| Total | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Operating income (loss) |
|
|
|
|
| ( | ) |
| ( | ) |
| ( | ) | |||||||||||
Costs related to the merger with |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 80.8 |
|
|
| — |
|
|
| 80.8 |
|
Timber write-offs resulting from casualty events (e) |
|
| 2.3 |
|
| — |
|
| — |
|
| — |
|
| — |
|
|
| — |
|
|
| 2.3 |
|
Inventory purchase price adjustment in cost of sales (f) |
|
| — |
|
| — |
|
| 1.2 |
|
| — |
|
| — |
|
|
| — |
|
|
| 1.2 |
|
Pro forma operating income |
|
|
|
|
| ( | ) |
| ( | ) |
|
| ||||||||||||
Depreciation, depletion and amortization |
|
| 75.3 |
|
| 22.8 |
|
| 16.6 |
|
| 10.8 |
|
| 1.2 |
|
|
| — |
|
|
| 126.6 |
|
Non-cash cost of land and improved development |
|
| — |
|
| — |
|
| — |
|
| 18.0 |
|
| — |
|
|
| — |
|
|
| 18.0 |
|
Adjusted EBITDA |
|
|
|
|
| ( | ) |
| ( | ) |
|
| ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||
Operating income |
|
|
|
| — |
|
| ( | ) |
|
| — |
|
|
| |||||||||
Restructuring charges (g) |
|
| — |
|
| — |
|
| — |
|
| — |
|
| 1.1 |
|
|
| — |
|
|
| 1.1 |
|
Pro forma operating income |
|
|
|
| — |
|
| ( | ) |
|
| — |
|
|
| |||||||||
Depreciation, depletion and amortization |
|
| 32.7 |
|
| 11.0 |
|
| — |
|
| 2.4 |
|
| 0.8 |
|
|
| — |
|
|
| 46.9 |
|
Non-cash cost of land and improved development |
|
| — |
|
| — |
|
| — |
|
| 9.3 |
|
| — |
|
|
| — |
|
|
| 9.3 |
|
Adjusted EBITDA |
|
|
|
| — |
|
| ( | ) |
|
| — |
|
|
| |||||||||
(a) | “Costs related to the merger with PotlatchDeltic” include professional services fees, employee-related costs, accelerated stock-based compensation, and other integration-related costs incurred in connection with the merger, which closed on |
(b) | “Cash Available for Distribution” (CAD) is defined as cash provided by operating activities adjusted for capital spending (excluding timberland acquisitions and real estate development investments) and working capital and other balance sheet changes. CAD is a non-GAAP measure of cash generated during a period that is available for common share dividends, distributions to |
(c) | The six months ended |
(d) | The six months ended |
(e) | “Timber write-offs resulting from casualty events” includes the write-off of merchantable and pre-merchantable timber volume damaged by casualty events that cannot be salvaged. |
(f) | “Inventory purchase price adjustment in cost of sales” reflects a non-cash, one-time charge reflecting the excess of fair value over PotlatchDeltic’s historical cost on acquired finished goods inventory sold post-closing. |
(g) | “Restructuring charges” include severance costs related to workforce optimization initiatives. |
(h) | “Income (loss) from operations of discontinued operations, net of tax” includes income (loss) generated by the Company’s |
(i) | “Gain on sale of discontinued operations" reflects the net gain recognized on the sale of the Company’s |
(j) | “Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating (income) expense, costs related to the merger with |
(k) | “Cash interest received (paid), net” includes patronage refunds received of |
(l) | “Pro forma net income” is defined as net income (loss) attributable to |
(m) | “Tax benefit from valuation allowance release" reflects a non-cash release of |
(n) | “Net cost on legal settlements” reflects the net loss from litigation regarding insurance claims. |
(o) | “Pro forma net income (loss) adjustments attributable to noncontrolling interests” are the proportionate share of pro forma items that are attributable to noncontrolling interests. |
(p) | “Pro forma operating income (loss)” is defined as operating income (loss) adjusted for costs related to the merger with |
F | |
View source version on businesswire.com: https://www.businesswire.com/news/home/20260804433677/en/
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