Rayonier Reports Fourth Quarter 2024 Results
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Fourth quarter net income attributable to
ofRayonier $327.1 million ($2.15 per share), pro forma net income of$41.1 million ($0.27 per share), and Adjusted EBITDA of$115.1 million -
Full-year net income attributable to
Rayonier of$359.1 million ($2.39 per share), pro forma net income of$69.9 million ($0.47 per share), and Adjusted EBITDA of$298.8 million -
Closed
$495 million of previously announced Large Dispositions during the fourth quarter -
Since
November 2023 announcement of Initiatives to Enhance Shareholder Value, completed$737 million of Large Dispositions, returned over$110 million of capital to shareholders in the form of special cash dividends and share repurchases, and reduced Net Debt to 2024 Adjusted EBITDA to 2.6x (as of 12/31/2024) - Delivered significant growth in Land-Based Solution business—year-end pipeline of ~39,000 acres under solar option and ~154,000 acres under carbon capture and storage (CCS) lease*
WILDLIGHT, Fla.--(BUSINESS WIRE)--Feb. 5, 2025--
The fourth quarter results included
The following table summarizes the current quarter and comparable prior year period results:
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Three Months Ended |
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(millions of dollars, except earnings per share (EPS)) |
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$ |
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EPS |
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$ |
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EPS |
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Revenues |
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Large Dispositions1 |
(495.0 |
) |
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(242.2 |
) |
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Pro forma revenues6 |
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Net income attributable to |
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Large Dispositions1 |
(291.1 |
) |
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(1.88 |
) |
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(105.1 |
) |
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(0.70 |
) |
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Gain from terminated cash flow hedge2 |
(1.6 |
) |
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(0.01 |
) |
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— |
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— |
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Net cost (recovery) on legal settlements3 |
1.6 |
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0.01 |
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(0.2 |
) |
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— |
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Restructuring charges4 |
1.1 |
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0.01 |
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— |
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— |
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Pension settlement charge7 |
— |
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— |
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2.0 |
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0.01 |
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Pro forma net income adjustments attributable to noncontrolling interests5 |
3.9 |
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— |
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1.7 |
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— |
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Pro forma net income6 |
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Fourth quarter operating income was
The following table summarizes operating income (loss), pro forma operating income (loss),6 and Adjusted EBITDA6 for the current quarter and comparable prior year period:
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Three Months Ended |
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Operating Income (Loss) |
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Pro forma Operating Income (Loss)6 |
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Adjusted EBITDA6 |
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(millions of dollars) |
2024 |
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2023 |
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2024 |
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2023 |
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2024 |
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2023 |
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Southern Timber |
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Pacific Northwest Timber |
(1.3 |
) |
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(2.5 |
) |
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(1.3 |
) |
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(2.5 |
) |
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6.0 |
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6.2 |
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New Zealand Timber |
14.2 |
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6.8 |
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14.2 |
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6.8 |
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20.0 |
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12.1 |
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Real Estate |
326.1 |
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137.9 |
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35.0 |
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32.8 |
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63.4 |
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53.5 |
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Trading |
(0.1 |
) |
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0.1 |
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(0.1 |
) |
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0.1 |
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(0.1 |
) |
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0.1 |
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Corporate and Other |
(10.6 |
) |
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(10.8 |
) |
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(9.4 |
) |
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(10.8 |
) |
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(9.0 |
) |
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(10.3 |
) |
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Total |
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Overview of Full-Year Results: Full-year 2024 net income attributable to
Full-year results included
The following table summarizes the full-year and comparable prior year period results:
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Year Ended |
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(millions of dollars, except earnings per share (EPS)) |
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$ |
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EPS |
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$ |
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EPS |
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Revenues |
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Large Dispositions1 |
(495.0 |
) |
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(242.2 |
) |
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Pro forma revenues6 |
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Net income attributable to |
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Large Dispositions1 |
(291.1 |
) |
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(1.91 |
) |
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(105.1 |
) |
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(0.70 |
) |
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Net recovery on legal settlements3 |
(8.0 |
) |
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(0.05 |
) |
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(20.7 |
) |
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(0.14 |
) |
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Gain from terminated cash flow hedge2 |
(1.6 |
) |
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(0.01 |
) |
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— |
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— |
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Pension settlement charge7 |
4.8 |
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0.03 |
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2.0 |
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0.01 |
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Costs related to disposition initiatives8 |
1.6 |
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0.01 |
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— |
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— |
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Restructuring charges4 |
1.1 |
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0.01 |
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— |
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— |
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Timber write-offs resulting from casualty events9 |
— |
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— |
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2.3 |
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0.02 |
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Pro forma net income adjustments attributable to noncontrolling interests5 |
3.9 |
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— |
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1.5 |
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— |
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Pro forma net income6 |
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Full-year operating income was
The following table summarizes operating income (loss), pro forma operating income (loss)6 and Adjusted EBITDA6 for the full-year and comparable prior year period:
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Year Ended |
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Operating Income (Loss) |
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Pro forma Operating Income (Loss)6 |
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Adjusted EBITDA6 |
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(millions of dollars) |
2024 |
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2023 |
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2024 |
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2023 |
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2024 |
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2023 |
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Southern Timber |
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Pacific Northwest Timber |
(6.3 |
) |
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(9.0 |
) |
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(6.3 |
) |
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(9.0 |
) |
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25.4 |
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27.9 |
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New Zealand Timber |
33.5 |
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26.0 |
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33.5 |
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28.3 |
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53.8 |
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50.0 |
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Real Estate |
340.4 |
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156.6 |
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49.3 |
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51.5 |
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106.8 |
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99.3 |
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Trading |
(0.1 |
) |
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0.5 |
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(0.1 |
) |
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0.5 |
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(0.1 |
) |
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0.5 |
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Corporate and Other |
(42.9 |
) |
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(39.1 |
) |
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(40.2 |
) |
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(39.1 |
) |
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(38.4 |
) |
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(37.4 |
) |
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Total |
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Full-year cash provided by operating activities was
“Our full-year 2024 financial performance demonstrates our resilience and nimble execution amid persistent market headwinds,” said
“We further advanced several important strategic initiatives throughout the year, including growing our Land-Based Solutions business, accelerating value creation in our Real Estate business, and demonstrating significant progress on our disposition and capital structure realignment plan. To date, we’ve closed on roughly
“Turning to our fourth quarter results, we achieved total Adjusted EBITDA of
“In our Southern Timber segment, Adjusted EBITDA improved 8% versus the prior year quarter, as higher non-timber income was partially offset by a 15% reduction in weighted-average net stumpage realizations and 3% lower harvest volumes. In our Pacific Northwest Timber segment, Adjusted EBITDA declined 2% versus the prior year quarter, as a 9% decrease in weighted-average log prices and 3% lower harvest volumes were partially offset by favorable costs. In
Southern Timber
Fourth quarter sales of
Fourth quarter Adjusted EBITDA6 of
Pacific Northwest Timber
Fourth quarter sales of
Fourth quarter Adjusted EBITDA6 of
New Zealand Timber
Fourth quarter sales of
Fourth quarter Adjusted EBITDA6 of
Real Estate
Fourth quarter sales of
Rural sales of
There were no Timberland & Non-Strategic sales in the fourth quarter. This compares to prior year period sales of
Fourth quarter Adjusted EBITDA6 of
Trading
Fourth quarter sales of
Other Items
Fourth quarter corporate and other operating expenses of
Fourth quarter interest expense of
Fourth quarter income tax expense increased
Share Repurchases
During the fourth quarter, the Company repurchased 488,000 shares at an average price of
Outlook
In 2025, we expect to achieve net income attributable to
In our Southern Timber segment, we expect to achieve full-year harvest volumes of 6.9 to 7.1 million tons—a modest increase in harvest volumes versus the prior year, primarily due to the carryover of some planned 2024 volume into 2025, partially offset by reduced volume from the recent disposition in
In our Pacific Northwest Timber segment, we expect to achieve full-year harvest volumes of approximately 0.9 million tons, which reflects the reduction in our
In our New Zealand Timber segment, we expect full-year harvest volumes of 2.5 to 2.7 million tons. We expect that full-year domestic and export sawtimber pricing will improve modestly relative to the full-year pricing achieved in 2024 as supply-demand fundamentals continue to improve. We further anticipate a modest increase in carbon credit sales in 2025, as pricing appears to have stabilized following a period of unusual market volatility. Overall, we expect full-year Adjusted EBITDA of
Turning to our Real Estate segment, we are encouraged by the continued strong demand and value realizations for our HBU properties, and we expect another solid year in both our rural land sales program as well as our improved development projects based on our current pipeline of transactions. However, similar to 2024, we anticipate very light closing activity (and a correspondingly low Adjusted EBITDA contribution of less than
Conference Call
A conference call and live audio webcast will be held on
Access to the live audio webcast will be available at www.rayonier.com. A replay of the webcast will be archived on the Company’s website and available shortly after the call.
Investors may listen to the conference call by dialing 888-604-9366 (domestic) or 517-308-9338 (international), passcode:
Complimentary copies of
* Year-end 2024 solar option acreage based on ~17,000 option acres added and ~3,000 option acres expired / terminated during the year. Year-end 2024 carbon capture and storage (CCS) pore space lease acreage based on ~154,000 lease acres added and ~26,000 lease acres expired / terminated during the year. |
1
"Large Dispositions" are defined as transactions involving the sale of productive timberland assets that exceed |
2 "Gain from terminated cash flow hedge" is the mark to market gain recognized in earnings when the hedged cash flows will no longer occur. |
3 "Net cost (recovery) on legal settlements" reflects the net gain from litigation regarding insurance claims. |
4 "Restructuring charges" include severance costs related to workforce optimization initiatives. |
5"Pro forma net income adjustments attributable to noncontrolling interests" are the proportionate share of pro forma items that are attributable to noncontrolling interests. |
6"Pro forma net income," "Pro forma revenues (sales)," "Pro forma operating income (loss)," "Adjusted EBITDA" and "CAD" are non-GAAP measures defined and reconciled to GAAP in the attached exhibits. |
7"Pension settlement charge" reflects the net loss recognized in connection with the termination and settlement of the Company’s pension plans. |
8
"Costs related to disposition initiatives" include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in |
9 "Timber write-offs and adjustments resulting from casualty events" include the write-off and adjustments of merchantable and pre-merchantable timber volume damaged by a casualty event that cannot be salvaged. |
About
___________________________________________________________________________________________________
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, Rayonier’s business strategies, expected harvest schedules, timberland acquisitions and dispositions, the anticipated benefits of Rayonier’s business strategies, and other similar statements relating to Rayonier’s future events, developments or financial or operational performance or results, are “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. These forward-looking statements are identified by the use of words such as “may,” “will,” “should,” “expect,” “estimate,” “believe,” “intend,” “project,” “anticipate” and other similar language. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. While management believes that these forward-looking statements are reasonable when made, forward-looking statements are not guarantees of future performance or events and undue reliance should not be placed on these statements.
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: the cyclical and competitive nature of the industries in which we operate; fluctuations in demand for, or supply of, our forest products and real estate offerings, including any further downturn in the housing market; entry of new competitors into our markets; changes in global economic conditions and geopolitical tensions, including the war in
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
Non-GAAP Financial Measures - To supplement Rayonier’s financial statements presented in accordance with generally accepted accounting principles in
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CONDENSED STATEMENTS OF CONSOLIDATED INCOME |
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(millions of dollars, except per share information) |
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Three Months Ended |
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Year Ended |
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2024 |
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2024 |
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2023 |
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2024 |
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2023 |
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SALES |
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Costs and Expenses |
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Cost of sales |
(365.8 |
) |
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(147.2 |
) |
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(299.4 |
) |
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(784.8 |
) |
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(762.6 |
) |
Selling and general expenses |
(16.6 |
) |
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(18.3 |
) |
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(20.1 |
) |
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(74.4 |
) |
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(74.8 |
) |
Other operating income (expense), net |
2.3 |
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(1.9 |
) |
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(2.7 |
) |
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(1.3 |
) |
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(8.2 |
) |
OPERATING INCOME |
346.2 |
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27.6 |
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145.2 |
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402.5 |
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211.3 |
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Interest expense, net |
(7.3 |
) |
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(10.0 |
) |
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(11.6 |
) |
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(36.9 |
) |
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(48.3 |
) |
Interest and other miscellaneous income (expense), net |
1.6 |
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12.8 |
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(1.0 |
) |
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10.4 |
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20.6 |
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INCOME BEFORE INCOME TAXES |
340.5 |
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30.4 |
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132.6 |
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376.0 |
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183.6 |
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Income tax expense |
(7.3 |
) |
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— |
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(3.4 |
) |
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(7.0 |
) |
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(5.1 |
) |
NET INCOME |
333.2 |
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30.4 |
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129.2 |
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369.0 |
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|
178.5 |
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Less: Net income attributable to noncontrolling interests in the |
(4.4 |
) |
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(0.3 |
) |
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(2.1 |
) |
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(4.9 |
) |
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(2.9 |
) |
Less: Net income attributable to noncontrolling interests in consolidated affiliates |
(1.7 |
) |
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(1.3 |
) |
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(0.2 |
) |
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(5.0 |
) |
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(2.1 |
) |
NET INCOME ATTRIBUTABLE TO RAYONIER INC. |
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EARNINGS PER COMMON SHARE |
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Basic earnings per share attributable to |
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Diluted earnings per share attributable to |
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Pro forma net income per share (a) |
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Weighted Average Common Shares used for determining |
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Basic EPS |
148,895,111 |
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148,984,534 |
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148,296,110 |
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148,839,858 |
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148,046,673 |
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Diluted EPS (b) |
154,425,650 |
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151,292,994 |
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151,173,460 |
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152,095,503 |
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151,067,195 |
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(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. The incremental weighted average number of shares used for determining diluted EPS for the three and twelve months ended |
A |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(millions of dollars) |
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2024 |
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2023 |
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Assets |
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Cash and cash equivalents |
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Restricted cash, current |
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19.4 |
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— |
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Assets held for sale |
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5.4 |
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9.9 |
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Other current assets |
|
89.0 |
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99.3 |
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Timber and timberlands, net of depletion and amortization |
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2,724.1 |
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3,004.3 |
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Higher and better use timberlands and real estate development investments |
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109.6 |
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105.6 |
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Property, plant and equipment |
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37.6 |
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|
46.1 |
|
Less - accumulated depreciation |
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(19.2 |
) |
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(19.1 |
) |
Net property, plant and equipment |
|
18.4 |
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27.0 |
|
Restricted cash, non-current |
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0.7 |
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|
0.7 |
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Right-of-use assets |
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82.6 |
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|
95.5 |
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Other assets |
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102.0 |
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97.6 |
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Liabilities, Noncontrolling Interests in the |
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Current maturities of long-term debt |
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19.4 |
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— |
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Dividend and distribution payable |
271.8 |
30.1 |
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Other current liabilities |
|
97.5 |
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110.2 |
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Long-term debt |
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1,089.8 |
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1,365.8 |
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Long-term lease liability |
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76.3 |
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87.7 |
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Other non-current liabilities |
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87.3 |
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94.5 |
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Noncontrolling interests in the operating partnership |
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51.8 |
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81.7 |
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1,769.3 |
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1,860.5 |
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Noncontrolling interests in consolidated affiliates |
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11.2 |
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17.1 |
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Total shareholders’ equity |
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1,780.5 |
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1,877.6 |
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B |
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY |
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(millions of dollars, except share information) |
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Common Shares |
|
Retained
|
|
Accumulated Other Comprehensive (Loss) Income |
|
Noncontrolling Interests in Consolidated Affiliates |
|
Shareholders’
|
||||||||
|
Shares |
|
Amount |
|
|||||||||||||
Balance, |
147,282,631 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs |
400 |
|
|
(0.1 |
) |
|
— |
|
|
— |
|
|
— |
|
|
(0.1 |
) |
Net income |
— |
|
|
— |
|
|
176.4 |
|
|
— |
|
|
2.1 |
|
|
178.5 |
|
Net income attributable to noncontrolling interests in the |
— |
|
|
— |
|
|
(2.9 |
) |
|
— |
|
|
— |
|
|
(2.9 |
) |
Dividends ( |
— |
|
|
— |
|
|
(199.5 |
) |
|
— |
|
|
— |
|
|
(199.5 |
) |
Issuance of shares under incentive stock plans |
380,080 |
|
|
0.1 |
|
|
— |
|
|
— |
|
|
— |
|
|
0.1 |
|
Stock-based incentive compensation |
— |
|
|
14.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
14.0 |
|
Adjustment of noncontrolling interests in the |
— |
|
|
— |
|
|
(2.4 |
) |
|
— |
|
|
— |
|
|
(2.4 |
) |
Other (b) |
636,006 |
|
|
20.7 |
|
|
— |
|
|
(11.2 |
) |
|
(0.3 |
) |
|
9.2 |
|
Balance, |
148,299,117 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
— |
|
|
— |
|
|
364.0 |
|
|
— |
|
|
5.0 |
|
|
369.0 |
|
Net income attributable to noncontrolling interests in the |
— |
|
|
— |
|
|
(4.9 |
) |
|
— |
|
|
— |
|
|
(4.9 |
) |
Dividends ( |
— |
|
|
— |
|
|
(438.6 |
) |
|
— |
|
|
— |
|
|
(438.6 |
) |
Issuance of shares under incentive stock plans |
399,929 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Stock-based incentive compensation |
— |
|
|
14.2 |
|
|
— |
|
|
— |
|
|
— |
|
|
14.2 |
|
Repurchase of common shares made under repurchase program |
(488,017 |
) |
|
— |
|
|
(14.7 |
) |
|
— |
|
|
— |
|
|
(14.7 |
) |
Adjustment of noncontrolling interests in the |
— |
|
|
— |
|
|
13.2 |
|
|
— |
|
|
— |
|
|
13.2 |
|
Other (b) |
325,614 |
|
|
10.6 |
|
|
— |
|
|
(35.0 |
) |
|
(10.9 |
) |
|
(35.3 |
) |
Balance, |
148,536,643 |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
(a) |
The year ended |
(b) |
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, pension and post-retirement 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 to noncontrolling interests in the |
C |
|
|||||
|
|||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
|||||
|
|||||
(millions of dollars) |
|||||
|
Year Ended |
||||
|
2024 |
|
2023 |
||
Cash provided by operating activities: |
|
|
|
||
Net income |
|
|
|
|
|
Depreciation, depletion and amortization |
140.2 |
|
|
158.2 |
|
Non-cash cost of land and improved development |
44.4 |
|
|
29.8 |
|
Timber write-offs resulting from casualty events |
— |
|
|
2.3 |
|
Gain on large dispositions of timberlands |
(291.1 |
) |
|
(105.1 |
) |
Stock-based incentive compensation expense |
14.2 |
|
|
14.0 |
|
Deferred income taxes |
2.6 |
|
|
0.3 |
|
Other items to reconcile net income to cash provided by operating activities |
5.5 |
|
|
15.2 |
|
Changes in working capital and other assets and liabilities |
(23.2 |
) |
|
5.2 |
|
|
261.6 |
|
|
298.4 |
|
Cash provided by investing activities: |
|
|
|
||
Capital expenditures |
(79.8 |
) |
|
(81.4 |
) |
Real estate development investments |
(25.8 |
) |
|
(23.1 |
) |
Purchase of timberlands |
(22.8 |
) |
|
(14.1 |
) |
Net proceeds from large dispositions of timberlands |
484.8 |
|
|
239.9 |
|
Other |
(2.4 |
) |
|
2.8 |
|
|
354.0 |
|
|
124.1 |
|
Cash used for financing activities: |
|
|
|
||
Net decrease in debt |
(250.0 |
) |
|
(150.0 |
) |
Dividends paid (a) |
(200.6 |
) |
|
(170.0 |
) |
Distributions to noncontrolling interests in the |
(2.8 |
) |
|
(3.0 |
) |
Proceeds from the issuance of common shares under incentive stock plan |
— |
|
|
0.1 |
|
Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering program, net of commissions and offering costs |
— |
|
|
(0.1 |
) |
Repurchase of common shares made under repurchase program |
(14.7 |
) |
|
— |
|
Distributions to noncontrolling interests in consolidated affiliates |
(7.1 |
) |
|
(1.7 |
) |
Other |
(4.2 |
) |
|
(4.2 |
) |
|
(479.4 |
) |
|
(328.9 |
) |
Effect of exchange rate changes on cash and restricted cash |
(1.4 |
) |
|
(0.6 |
) |
Cash, cash equivalents and restricted cash: |
|
|
|
||
Change in cash, cash equivalents and restricted cash |
134.8 |
|
|
93.0 |
|
Balance, beginning of year |
208.4 |
|
|
115.4 |
|
Balance, end of year |
|
|
|
|
|
(a) |
The year ended |
(b) |
The year ended |
D |
|
||||||||||||||
|
||||||||||||||
BUSINESS SEGMENT SALES, PRO |
||||||||||||||
PRO FORMA OPERATING INCOME AND ADJUSTED EBITDA |
||||||||||||||
|
||||||||||||||
(millions of dollars) |
||||||||||||||
|
Three Months Ended |
|
Year Ended |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|||||
|
2024 |
|
2024 |
|
2023 |
|
2024 |
|
2023 |
|||||
Sales |
|
|
|
|
|
|
|
|
|
|||||
Southern Timber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific Northwest Timber |
24.1 |
|
|
27.2 |
|
|
28.1 |
|
|
100.8 |
|
|
124.1 |
|
New Zealand Timber |
72.4 |
|
|
66.8 |
|
|
60.0 |
|
|
238.6 |
|
|
235.5 |
|
Real Estate |
567.2 |
|
|
30.1 |
|
|
310.5 |
|
|
643.8 |
|
|
390.0 |
|
Trading |
3.6 |
|
|
9.0 |
|
|
8.9 |
|
|
29.6 |
|
|
43.7 |
|
Intersegment Eliminations |
— |
|
|
(0.1 |
) |
|
(0.1 |
) |
|
(0.2 |
) |
|
(0.5 |
) |
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pro forma sales (a) |
|
|
|
|
|
|
|
|
|
|||||
Southern Timber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific Northwest Timber |
24.1 |
|
|
27.2 |
|
|
28.1 |
|
|
100.8 |
|
|
124.1 |
|
New Zealand Timber |
72.4 |
|
|
66.8 |
|
|
60.0 |
|
|
238.6 |
|
|
235.5 |
|
Real Estate |
72.2 |
|
|
30.1 |
|
|
68.3 |
|
|
148.8 |
|
|
147.8 |
|
Trading |
3.6 |
|
|
9.0 |
|
|
8.9 |
|
|
29.6 |
|
|
43.7 |
|
Intersegment Eliminations |
— |
|
|
(0.1 |
) |
|
(0.1 |
) |
|
(0.2 |
) |
|
(0.5 |
) |
Pro forma sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|||||
Southern Timber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific Northwest Timber |
(1.3 |
) |
|
0.8 |
|
|
(2.5 |
) |
|
(6.3 |
) |
|
(9.0 |
) |
New Zealand Timber |
14.2 |
|
|
8.9 |
|
|
6.8 |
|
|
33.5 |
|
|
26.0 |
|
Real Estate |
326.1 |
|
|
8.6 |
|
|
137.9 |
|
|
340.4 |
|
|
156.6 |
|
Trading |
(0.1 |
) |
|
(0.1 |
) |
|
0.1 |
|
|
(0.1 |
) |
|
0.5 |
|
Corporate and Other |
(10.6 |
) |
|
(10.5 |
) |
|
(10.8 |
) |
|
(42.9 |
) |
|
(39.1 |
) |
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Pro forma operating income (loss) (a) |
|
|
|
|
|
|
|
|
|
|||||
Southern Timber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific Northwest Timber |
(1.3 |
) |
|
0.8 |
|
|
(2.5 |
) |
|
(6.3 |
) |
|
(9.0 |
) |
New Zealand Timber |
14.2 |
|
|
8.9 |
|
|
6.8 |
|
|
33.5 |
|
|
28.3 |
|
Real Estate |
35.0 |
|
|
8.6 |
|
|
32.8 |
|
|
49.3 |
|
|
51.5 |
|
Trading |
(0.1 |
) |
|
(0.1 |
) |
|
0.1 |
|
|
(0.1 |
) |
|
0.5 |
|
Corporate and Other |
(9.4 |
) |
|
(9.6 |
) |
|
(10.8 |
) |
|
(40.2 |
) |
|
(39.1 |
) |
Pro forma operating income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Adjusted EBITDA (a) |
|
|
|
|
|
|
|
|
|
|||||
Southern Timber |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pacific Northwest Timber |
6.0 |
|
|
8.7 |
|
|
6.2 |
|
|
25.4 |
|
|
27.9 |
|
New Zealand Timber |
20.0 |
|
|
14.6 |
|
|
12.1 |
|
|
53.8 |
|
|
50.0 |
|
Real Estate |
63.4 |
|
|
19.9 |
|
|
53.5 |
|
|
106.8 |
|
|
99.3 |
|
Trading |
(0.1 |
) |
|
(0.1 |
) |
|
0.1 |
|
|
(0.1 |
) |
|
0.5 |
|
Corporate and Other |
(9.0 |
) |
|
(9.2 |
) |
|
(10.3 |
) |
|
(38.4 |
) |
|
(37.4 |
) |
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Pro forma sales, 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: |
|
|
|
|
||
|
|
Year Ended |
||||
|
|
|
|
|
||
|
|
2024 |
|
2023 |
||
Cash Provided by Operating Activities |
|
|
|
|
|
|
Working capital and other balance sheet changes |
|
9.9 |
|
|
(32.4 |
) |
Net recovery on legal settlements (a) |
|
(8.0 |
) |
|
(20.7 |
) |
Capital expenditures (b) |
|
(79.8 |
) |
|
(81.4 |
) |
Cash Available for Distribution (c) |
|
|
|
|
|
|
|
|
|
|
|
||
Net Income |
|
|
|
|
|
|
Interest, net and miscellaneous income (d) |
|
27.8 |
|
|
45.9 |
|
Income tax expense (e) |
|
7.0 |
|
|
5.1 |
|
Depreciation, depletion and amortization |
|
140.2 |
|
|
158.2 |
|
Non-cash cost of land and improved development |
|
44.4 |
|
|
29.8 |
|
Non-operating income (f) |
|
(1.3 |
) |
|
(18.3 |
) |
Costs related to disposition initiatives (g) |
|
1.6 |
|
|
— |
|
Restructuring charges (h) |
|
1.1 |
|
|
— |
|
Timber write-offs resulting from casualty events (i) |
|
— |
|
|
2.3 |
|
Large Dispositions (j) |
|
(291.1 |
) |
|
(105.1 |
) |
Adjusted EBITDA (k) |
|
|
|
|
|
|
Cash interest paid, net (l) |
|
(29.4 |
) |
|
(46.3 |
) |
Cash taxes paid |
|
(5.9 |
) |
|
(4.8 |
) |
Capital expenditures (b) |
|
(79.8 |
) |
|
(81.4 |
) |
Cash Available for Distribution (c) |
|
|
|
|
|
|
|
|
|
|
|
||
Cash Available for Distribution (c) |
|
|
|
|
|
|
Real estate development investments |
|
(25.8 |
) |
|
(23.1 |
) |
Cash Available for Distribution after real estate development investments |
|
|
|
|
|
|
PRO |
|||||||||||||||||||||
Three Months Ended |
|
Southern
|
|
|
|
New
|
|
Real Estate |
|
Trading |
|
Intersegment
|
|
Total |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(495.0 |
) |
|
— |
|
|
— |
|
|
(495.0 |
) |
Pro forma sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Pro forma sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(242.2 |
) |
|
— |
|
|
— |
|
|
(242.2 |
) |
Pro forma sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
F |
|||||||||||||||||||||
PRO |
|||||||||||||||||||||
Year Ended |
|
Southern
|
|
|
|
New
|
|
Real Estate |
|
Trading |
|
Intersegment
|
|
Total |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(495.0 |
) |
|
— |
|
|
— |
|
|
(495.0 |
) |
Pro forma sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(242.2 |
) |
|
— |
|
|
— |
|
|
(242.2 |
) |
Pro forma sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
PRO FORMA NET INCOME (n): |
||||||||||||||||||||||||||||||
|
|
Three Months Ended |
|
Year Ended |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
$ |
|
Per
|
|
$ |
|
Per
|
|
$ |
|
Per
|
|
$ |
|
Per
|
|
$ |
|
Per
|
||||||||||
Net Income Attributable to |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large Dispositions (j) |
|
(291.1 |
) |
|
(1.88 |
) |
|
— |
|
|
— |
|
|
(105.1 |
) |
|
(0.70 |
) |
|
(291.1 |
) |
|
(1.91 |
) |
|
(105.1 |
) |
|
(0.70 |
) |
Restructuring charges (h) |
|
1.1 |
|
|
0.01 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.1 |
|
|
0.01 |
|
|
— |
|
|
— |
|
Net cost (recovery) on legal settlements (a) |
|
1.6 |
|
|
0.01 |
|
|
(12.0 |
) |
|
(0.08 |
) |
|
(0.2 |
) |
|
— |
|
|
(8.0 |
) |
|
(0.05 |
) |
|
(20.7 |
) |
|
(0.14 |
) |
Gain from terminated cash flow hedge (o) |
|
(1.6 |
) |
|
(0.01 |
) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(1.6 |
) |
|
(0.01 |
) |
|
— |
|
|
— |
|
Costs related to disposition initiatives (g) |
|
— |
|
|
— |
|
|
0.9 |
|
|
0.01 |
|
|
— |
|
|
— |
|
|
1.6 |
|
|
0.01 |
|
|
— |
|
|
— |
|
Pension settlement charges, net of tax (p) |
|
— |
|
|
— |
|
|
0.3 |
|
|
— |
|
|
2.0 |
|
|
0.01 |
|
|
4.8 |
|
|
0.03 |
|
|
2.0 |
|
|
0.01 |
|
Timber write-offs resulting from casualty events (i) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2.3 |
|
|
0.02 |
|
Pro forma net income adjustments attributable to noncontrolling interests (q) |
|
3.9 |
|
|
— |
|
|
0.1 |
|
|
— |
|
|
1.7 |
|
|
— |
|
|
3.9 |
|
|
— |
|
|
1.5 |
|
|
— |
|
Pro Forma Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
F |
||||||||||||||||||||||||||||||
PRO FORMA OPERATING INCOME (LOSS) AND ADJUSTED EBITDA (r) (k): |
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Three Months Ended |
|
Southern
|
|
|
|
New
|
|
Real Estate |
|
Trading |
|
Corporate and Other |
|
Total |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(291.1 |
) |
|
— |
|
|
— |
|
|
(291.1 |
) |
Restructuring charges (h) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.1 |
|
|
1.1 |
|
Pro forma operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
Depreciation, depletion and amortization |
|
16.7 |
|
|
7.4 |
|
|
5.9 |
|
|
3.2 |
|
|
— |
|
|
0.5 |
|
|
33.6 |
|
Non-cash cost of land and improved development |
|
— |
|
|
— |
|
|
— |
|
|
25.2 |
|
|
— |
|
|
— |
|
|
25.2 |
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
Costs related to disposition initiatives (g) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
0.9 |
|
|
0.9 |
|
Pro forma operating income (loss) |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
Depreciation, depletion and amortization |
|
18.1 |
|
|
7.8 |
|
|
5.6 |
|
|
1.5 |
|
|
— |
|
|
0.4 |
|
|
33.5 |
|
Non-cash cost of land and improved development |
|
— |
|
|
— |
|
|
— |
|
|
9.8 |
|
|
— |
|
|
— |
|
|
9.8 |
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(105.1 |
) |
|
— |
|
|
— |
|
|
(105.1 |
) |
Pro forma operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Depreciation, depletion and amortization |
|
18.3 |
|
|
8.7 |
|
|
5.3 |
|
|
11.1 |
|
|
— |
|
|
0.5 |
|
|
44.0 |
|
Non-cash cost of land and improved development |
|
— |
|
|
— |
|
|
— |
|
|
9.6 |
|
|
— |
|
|
— |
|
|
9.6 |
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
PRO FORMA OPERATING INCOME (LOSS) AND ADJUSTED EBITDA (r) (k): |
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Year Ended |
|
Southern
|
|
|
|
New
|
|
Real Estate |
|
Trading |
|
Corporate and Other |
|
Total |
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
Costs related to disposition initiatives (g) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.6 |
|
|
1.6 |
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(291.1 |
) |
|
— |
|
|
— |
|
|
(291.1 |
) |
Restructuring charges (h) |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1.1 |
|
|
1.1 |
|
Pro forma operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
Depreciation, depletion and amortization |
|
73.4 |
|
|
31.7 |
|
|
20.3 |
|
|
13.1 |
|
|
— |
|
|
1.8 |
|
|
140.2 |
|
Non-cash cost of land and improved development |
|
— |
|
|
— |
|
|
— |
|
|
44.4 |
|
|
— |
|
|
— |
|
|
44.4 |
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Timber write-offs resulting from casualty events (i) |
|
— |
|
|
— |
|
|
2.3 |
|
|
— |
|
|
— |
|
|
— |
|
|
2.3 |
|
Large Dispositions (j) |
|
— |
|
|
— |
|
|
— |
|
|
(105.1 |
) |
|
— |
|
|
— |
|
|
(105.1 |
) |
Pro forma operating income (loss) |
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
Depreciation, depletion and amortization |
|
80.0 |
|
|
36.9 |
|
|
21.7 |
|
|
18.0 |
|
|
— |
|
|
1.7 |
|
|
158.2 |
|
Non-cash cost of land and improved development |
|
— |
|
|
— |
|
|
— |
|
|
29.8 |
|
|
— |
|
|
— |
|
|
29.8 |
|
Adjusted EBITDA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
(a) |
“Net cost (recovery) on legal settlements” reflects the net loss (gain) from litigation regarding insurance claims. |
(b) |
“Capital expenditures” exclude timberland acquisitions of |
(c) |
“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 stock dividends, distributions to |
(d) |
The twelve months ended |
(e) |
The twelve months ended |
(f) |
The twelve months ended |
(g) |
“Costs related to disposition initiatives” include legal, advisory, and other due diligence costs incurred in connection with the Company’s asset disposition plan, which was announced in |
(h) |
“Restructuring charges” include severance costs related to workforce optimization initiatives. |
(i) |
“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. |
(j) |
“Large Dispositions” are defined as transactions involving the sale of productive timberland assets that exceed |
(k) |
“Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income, costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty events and Large Dispositions. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company’s ongoing operating results. |
(l) |
“Cash interest paid, net” is presented net of patronage refunds received of |
(m) |
“Pro forma revenue (sales)” is defined as revenue (sales) adjusted for Large Dispositions. |
(n) |
“Pro forma net income” is defined as net income attributable to |
(o) |
“Gain from terminated cash flow hedge" is the mark to market gain recognized in earnings when the hedged cash flows will no longer occur. |
(p) |
“Pension settlement charges, net of tax" reflects the net loss recognized in connection with the termination and settlement of the Company’s pension plans. |
(q) |
“Pro forma net income adjustments attributable to noncontrolling interests” are the proportionate share of pro forma items that are attributable to noncontrolling interests. |
(r) |
“Pro forma operating income (loss)” is defined as operating income (loss) adjusted for costs related to disposition initiatives, restructuring charges, timber write-offs resulting from casualty events and Large Dispositions. |
|
|
F |
|
|
|
|||||
RECONCILIATION OF ADJUSTED EBITDA GUIDANCE |
|||||
|
|||||
ADJUSTED EBITDA GUIDANCE (a): |
|
|
|
||
|
|
|
|
||
|
2025 Guidance |
||||
|
Low |
|
High |
||
Net Income to Adjusted EBITDA Reconciliation |
|
|
|
||
Net income |
|
|
- |
|
|
Less: Net income attributable to noncontrolling interests |
(3.2 |
) |
- |
(3.9 |
) |
Less: Net income attributable to noncontrolling interests in the |
(1.0 |
) |
- |
(1.3 |
) |
Net income attributable to |
|
|
- |
|
|
|
|
|
|
||
Interest expense, net |
28.3 |
|
- |
28.8 |
|
Interest and other miscellaneous income, net |
(10.0 |
) |
- |
(12.0 |
) |
Income tax expense |
7.0 |
|
- |
8.1 |
|
Depreciation, depletion and amortization |
122.5 |
|
- |
129.0 |
|
Non-cash cost of land and improved development |
39.0 |
|
- |
41.0 |
|
Net income attributable to noncontrolling interests |
4.2 |
|
- |
5.2 |
|
Adjusted EBITDA |
|
|
- |
|
|
|
|
|
|
||
Diluted Earnings per Share |
|
|
- |
|
|
(a) |
“Adjusted EBITDA” is defined as earnings before interest, taxes, depreciation, depletion, amortization, the non-cash cost of land and improved development, non-operating income and Large Dispositions. Adjusted EBITDA is a non-GAAP measure that management uses to make strategic decisions about the business and that investors can use to evaluate the operational performance of the assets under management. It excludes specific items that management believes are not indicative of the Company's ongoing operating results. |
G |
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