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2020 Annual Report
Financial Highlights
(Dollars in millions)
Sales & Earnings
Sales
Pro Forma Revenue (Sales)(a)
Operating Income
Pro Forma Operating Income(a)
Net Income attributable to Rayonier, L.P.
Net Income attributable to Rayonier Inc.
Pro Forma Net Income(a)
Adjusted EBITDA By Segment (b)
Southern Timber
Pacific Northwest Timber
New Zealand Timber
Timber Funds
Real Estate
Trading
(–) Corporate/Other
Total Adjusted EBITDA
Cash Flow
Cash provided by Operating Activities
Cash Available for Distribution(b)
Debt & Debt Ratios
Debt (excluding Timber Funds)(c)
Cash (excluding Timber Funds)
Net Debt
Net Debt to Enterprise Value(d)
2020 Annual Report
2020 Annual Report
//
//
Page 01
Page 01
2020
2019
2018
$ 859.2
720.4
74.4
82.3
37.6
37.1
33.5
$ 109.1
37.1
55.0
1.8
91.4
(0.5)
(26.6)
$ 267.4
$ 711.6
711.6
107.0
107.0
59.1
59.1
59.1
$ 119.7
16.7
75.8
—
59.5
—
(23.9)
$ 816.1
816.1
170.1
170.1
102.2
102.2
102.2
$ 102.8
40.9
90.8
—
123.4
1.0
(21.1)
$ 247.8
$ 337.7
$ 204.2
162.4
$ 214.3
149.4
$ 310.1
240.1
$ 1,294.9
80.5
1,214.4
$ 1,057.0
68.7
988.3
$ 975.0
148.4
826.6
23%
19%
19%
(a) These non-GAAP measures are defined and reconciled on page 9.
(b) Adjusted EBITDA and Cash Available for Distribution (CAD) are non-GAAP measures defined and reconciled on pages 53 and 54,
respectively, within this Annual Report on Form 10-K.
(c) Total debt as of December 31, 2020, 2019 and 2018 reflects the principal on long-term debt, net of fair market value adjustments
and gross of deferred financing costs of $2.5 million, $1.9 million and $2.4 million, respectively.
(d) Enterprise value based on equity market capitalization (including Rayonier, L.P. units) plus net debt based on Rayonier Inc.’s share
price at year-end.
(e) Excludes Timber Funds.
Adjusted EBITDA(b)
(Dollars in millions)
Total Harvest(e)
(Tons in millions)
CAD(b)
(Dollars in millions)
$360
270
180
90
–
12
9
6
3
–
$280
210
140
70
–
2018
2019
2020
2018
2019
2020
2018
2019
2020
Page 02
//
Rayonier Inc.
David L. Nunes
President and
Chief Executive Officer
Dear Fellow
Shareholders:
As I reflect on 2020, first and foremost, I want to thank our employ-
ees, contractors and customers. Their hard work, collaboration and
resilience amid unprecedented circumstances were inspiring, and
ultimately allowed us to deliver strong financial results despite the
myriad challenges we faced due to the COVID-19 pandemic. Our
team quickly adapted to these challenges and truly exemplified the
power of our culture, which stresses an ownership mindset and
pushes decision making down within the organization. Our strong
performance in 2020 further reflects the quality and diversity of our
assets, which allowed us to capitalize on various domestic and
export market opportunities as well as an unanticipated surge in
real estate demand during the pandemic-fueled market volatility we
experienced throughout the year.
Stepping back to early 2020, we were beginning to see many states
and municipalities shift to shelter-in-place mandates. Due in no
small part to the extraordinary demand for basic supplies such as
toilet paper, the forest products sector was deemed an essential
industry by the U.S. Department of Homeland Security. This distinction
allowed us to continue to operate, but also necessitated the
rapid development of enhanced safety protocols to protect our
employees, contractors and customers. Meanwhile, the New Zealand
government took a different approach, and our operations there were
effectively shut down for over a month during the first half of the year.
Fortunately, we have come a long way since last March and April, as
we are seeing strong demand within both our U.S. and New Zealand
markets fueled by a combination of domestic construction activity
and export demand.
Still, as we sit here today, working from home, and for most of us,
waiting for a vaccine shot, we are reminded of the tremendous toll
of this pandemic. In addition to the tragic loss of life, it has also
caused significant damage to the global economy, as well as the
local economies of the communities where we operate. While there
is still much work left to bring the virus under control and to repair
the economic fallout from COVID-19, we are increasingly optimistic
that the vaccine rollout during the first half of 2021 will help support a
gradual return to some semblance of normalcy for the economy and
society as a whole.
2020 Annual Report
//
Page 03
2020 in Review
Full-year 2020 net income attributable to Rayonier was $37 million,
or $0.27 per share, which included the impact of a Large Disposition,
costs related to the merger with Pope Resources, and timber write-offs
resulting from casualty events. Excluding these items, pro-forma net
income was $33.5 million, or $0.25 per share, which compares to net
income attributable to Rayonier of $59 million, or $0.46 per share, in
2019. Our total Adjusted EBITDA in 2020 was $267 million, 8% higher
than the prior year total of $248 million. Higher Adjusted EBITDA from
our Real Estate and Pacific Northwest Timber segments more than
offset lower Adjusted EBITDA from our Southern Timber and New
Zealand Timber segments, as our businesses adapted to the challenges
posed by the pandemic. Full-year Cash Available for Distribution
(CAD) was $162 million in 2020, representing a 9% increase from the
$149 million of CAD we generated in 2019.
Notwithstanding the multitude of disruptions associated with the
COVID-19 pandemic, each of our three timber segments performed
well in 2020. In our Southern Timber segment, Adjusted EBITDA
declined from the record year we had in 2019 due to lower non-timber
income, but still represented the second-highest Adjusted EBITDA
result we have ever achieved. We were encouraged by the uptick in
pricing at the end of the year as our more tensioned log markets
benefited from record lumber prices. In the Pacific Northwest Timber
segment, Adjusted EBITDA more than doubled versus 2019, bolstered
by the partial year contribution from the Pope Resources acquisition as
well as the sharp increase in log prices in the second half of the year
driven by strong domestic demand. New Zealand Timber segment
results declined versus the prior year due to challenging export market
conditions and harvest deferrals stemming from the pandemic-related
shutdown of the economy early in the year, offset partially by improved
market conditions in the back half of the year. Lastly, Real Estate
segment results were particularly strong based on an increase in
sales from the Wildlight and Richmond Hill Improved Development
projects as well as higher non-strategic timberland sales.
Closing and Integration of
Pope Resources Acquisition
Closing and integrating the acquisition of Pope Resources (Pope) was
one of our key priorities for the year. We announced a definitive
merger agreement with Pope on January 15, 2020, concluding an
on-again, off-again effort that spanned multiple years. Our Board,
noting how often corporate mergers don’t work out as planned,
challenged us to develop a comprehensive integration process that
would blend the best attributes of both organizations. Despite
unexpected challenges imposed by the COVID-19 outbreak, the
closing occurred ahead of schedule on May 8th. Teams from both
Rayonier and Pope, working almost entirely remotely, developed
and implemented an integration plan that allowed us to select the
best systems and processes across both organizations to deploy
going forward, as well as tap into the regional expertise of Pope’s
personnel. We brought across the majority of Pope’s people, and
successfully mixed expertise from both organizations to create a
stronger combined team.
The Pope acquisition added 124,000 acres of high-quality western
Washington timberlands to our portfolio, bringing our ownership in the
region to just over 500,000 acres. With a complementary age-class fit
to our existing portfolio, these lands increased our Pacific Northwest
sustainable yield by 32% and increased our proportion of Douglas-fir
merchantable timber inventory from 60% to 68%. We also now have
a higher proportion of ground-based logging given the more gentle
terrain of Pope’s timberlands relative to our existing portfolio. In
addition to lowering our average harvest costs and thereby improving
our cash flow metrics, these lands are located in strong log markets
that provide for greater operational flexibility in the future.
In addition to its high-quality timberland assets, the Pope acquisition
included a complementary real estate business, which is well regarded
in the west Puget Sound region of Washington. With a diverse portfolio
of 2,000 acres, we envision Pope’s real estate business not only providing
additional scale and diversity to our existing real estate platform, but
also contributing additional management expertise.
Page 04
//
Rayonier Inc.
We remain intensely focused on active portfolio management with the
objective of continuously improving our land base and long-term
financial profile through both addition and subtraction.
Continuously Improving Our Portfolio
Pope’s subsidiary Olympic Resource Management included a private
equity timber fund business with 141,000 acres of timberlands under
management in Washington, Oregon and California. We continue to
evaluate strategic alternatives for this business, as we do not view it
as a good strategic fit for Rayonier longer term.
Overall, we are encouraged by the benefits that have already started
to accrue from the Pope transaction. Looking forward, we believe
that our increased operational flexibility and market reach within the
Pacific Northwest, the attractive Pope real estate portfolio, and
the addition of a strong team of talented professionals will all
contribute to our future cash flow growth.
Role of Active
Portfolio Management
While the Pope Resources acquisition underscored the role of external
growth for Rayonier, it’s important to note that we don’t believe in
growth for growth’s sake. Rather, we remain intensely focused on
active portfolio management with the objective of continuously
improving our land base and long-term financial profile through both
addition and subtraction. We believe active portfolio management, if
done well, can create alpha for our investors as we work to optimize
our assets and growth profile.
Our portfolio management moves in 2020 highlighted this mindset.
During the first quarter, we completed the sale of our remaining
67,000 acres in Mississippi for net proceeds of $116 million. While
these properties were highly productive, we ultimately decided to
exit Mississippi based on our limited operating scale as well as the
significant overhang of merchantable timber inventory in this market,
which we believe will translate to limited log price appreciation for
the foreseeable future. During 2020, we also sold 20,000 acres of
scattered, low-quality parcels in Alabama and Georgia for $19 million.
Collectively, the proceeds from these transactions helped to fund the
cash portion of the Pope acquisition, which we believe represents a
better deployment of capital for our shareholders.
On balance, we grew the size of our timberland portfolio by 29,000
acres in 2020 (excluding the impact of the Pope private equity timber
fund business). While the absolute growth in our acreage was fairly
modest, we believe we are entering 2021 with a materially stronger,
more valuable and better-positioned portfolio that will both generate
more cash flow and provide enhanced optionality going forward. As
such, we believe this past year represents active portfolio manage-
ment at its best.
Adding Value from Our
Real Estate Portfolio
Our real estate business is focused on optimizing our portfolio value by
identifying and selling rural and higher and better use (HBU) development
properties at strong premiums to timberland values. We pursue a variety
of strategies designed to maximize HBU values, and we have a dedicated
team of real estate professionals that continuously evaluates our portfolio
and identifies and executes on opportunities to unlock value. With the
acquisition of Pope, we further augmented both our real estate team as
well as our portfolio of HBU properties. We believe that our focus on
extracting HBU premiums from our portfolio through opportunistic
real estate sales and other value-added activities differentiates us
from our peers and is a key component of our mission to generate
industry-leading financial returns.
The mainstay of our real estate business is selling rural HBU parcels to
neighboring landowners or buyers acquiring the land for residential or
recreational use, which typically involves no entitlement changes or
capital spending to upgrade the properties. In some cases, however,
we will transfer larger parcels to one of our taxable REIT subsidiaries
and make modest investments to improve the appeal of such properties.
We will also selectively invest in entitlements to add value to parcels that
have the potential for higher density development, and then subsequently
monetize those properties as Unimproved Development sales. In very
select situations, particularly where we have a large contiguous ownership,
such as with our Wildlight project north of Jacksonville, FL and our
Richmond Hill project south of Savannah, GA, we may elect to develop
an entitled property to catalyze downstream absorption and add value
to our neighboring land holdings.
2020 Annual Report
//
Page 05
Our strong performance in 2020 reflects the quality and diversity
of our assets, which allowed us to capitalize on various domestic
and export market opportunities as well as an unanticipated
surge in real estate demand during the pandemic-fueled
market volatility we experienced throughout the year.
Page 06
//
Rayonier Inc.
We believe that our focus on extracting HBU premiums from
our portfolio through opportunistic real estate sales and other
value-added activities differentiates us from our peers and is
a key component of our mission to generate industry-leading
financial returns.
2020 Annual Report
//
Page 07
Rayonier welcomes the increased ESG scrutiny placed on the business community. We have long
recognized the important role we play as a responsible steward of the environment, the lands
we own and operate, and the communities we call home.
Focus on Responsible Stewardship
Notably, the COVID-19 pandemic has generated increased demand for
rural properties as the space, privacy and recreational opportunities
offered by these properties are attracting buyers. In addition, we have
seen increased demand for entitled raw land and finished lots within
our suburban Improved Development projects, as single-family
residential construction activity has picked up due to both improved
affordability driven by low interest rates and COVID-related demand
trends shifting away from urban markets.
Our Wildlight project, which is part of a 24,000-acre entitlement, has
benefited from these trends and continues to gain encouraging
momentum. In February 2021, PulteGroup announced it will build a
Del Webb community on 226 acres it will purchase within Wildlight this
year. The Del Webb community will consist of up to 660 single-family
homes designed for active adults aged 55 and older. Additionally,
Publix Super Markets recently announced that it will be building a
grocery store at Wildlight Crossings, a new 90,000-square-foot
multi-tenant commercial center at the gateway to the project. We
are also working with developers on introducing new multifamily
options within the project, which we expect will benefit from the
completion of a newly designed I-95 interchange and the widening
of the project’s main access road, East State Road 200.
Activity at our Richmond Hill project, consisting of 20,000 acres, is also
picking up with the recent opening of a new I-95 interchange that
separates the Belfast Commerce Park and the mixed-use portions of
the project. With the interchange now open and existing rail access
to the Port of Savannah, we expect that the Belfast Commerce Park will
be substantially sold out by the end of this year, well ahead of our initial
underwriting projections. An expanded K-12 school campus is also
taking shape on land donated by Rayonier, with a middle school and
elementary school now open and a high school under construction.
These important amenities, along with other publicly funded infrastructure,
will help to stimulate demand for the residential and commercial portions
of this project. Against this backdrop, we expect to begin developing our
first phase of residential lots this year and are very excited about the
long-term prospects for this project.
As our catalytic real estate investments have taken shape and
demand trends have shifted toward rural and amenity-oriented
suburban communities in the wake of the COVID pandemic, I am
increasingly optimistic about the future prospects for our real
estate business. We are proud of the differentiation provided by
the people and assets in our real estate segment, and view this as
a meaningful contributor to Rayonier’s future success.
Increasing Focus on ESG
Both public and private companies in the U.S. have experienced a
growing interest in, and scrutiny of, Environmental, Social and Governance
(ESG) practices by a multitude of stakeholders. This has come about from
a variety of sources, including an increased awareness of the risks posed
by global climate change, the expanded presence and influence exerted
by passive investors, the growth and increasing influence of European
investors, and more recently, the growing social justice movement
following the death of George Floyd and others. Together, these factors
have led corporate boards and management teams to more carefully
reflect on their ESG values and to adopt a more holistic view of their ESG
practices, strategies and disclosures.
Rayonier welcomes the increased ESG scrutiny placed on the business
community. We have long recognized the important role we play as
a responsible steward of the environment, the lands we own and
operate, and the communities we call home. As a natural resource
company that has operated its lands dating back nearly a century, and
with the acquisition of Pope Resources, dating back to the mid-1800s,
we think we’ve learned a few things about managing sustainably to
protect the interests of all our stakeholders. We’ve also borrowed
heavily from our 29 years of experience in New Zealand, where the
Māori term “Kaitiakitanga,” which translates to guardianship and
protection, embraces the concepts of ESG and the broader duty of
care with respect to people, the land and our business. Our strategic
planning efforts look out over multiple future rotations of trees within
our forests, taking us well into the next century. As we bring this very
long-term mindset to managing our forestry assets, we also approach
our business with the long-term interests of all our stakeholders at
heart. Our culture is built around creating long-term value, and is in
turn reinforced by well-aligned measurement systems and high
ownership requirements for our senior leadership team.
Page 08
//
Rayonier Inc.
Our mission of providing industry-leading financial returns to our
shareholders while serving as a responsible steward of our lands is
well aligned with the holistic approach embodied by greater adherence
to ESG principles. Furthermore, our long-term vision of having the
best-in-class assets, operations, disclosure and transparency, while
being the preferred employer for forestry and land management
professionals and the preferred timberland investment vehicle for
institutional investors, also exemplifies our balanced approach to
addressing the interests of multiple stakeholders.
Since emerging as a pure-play timberland REIT following the spin-off
of the Performance Fibers business in 2014, we have sought to lead
the sector in transparent disclosure of our operations and financial
results. To this end, we provide greater detail on the nature of our
merchantable timber inventory and sustainable harvest level. We
define our 11 million tons of sustainable harvest as the harvest level
we can generate into perpetuity, and further provide this information
for each of our three timber operating segments. Striving to continuously
improve our processes and systems, we routinely analyze and review
with our Board annual cut-out analyses on completed harvest blocks to
test the accuracy of the projected harvest volume coming out of our
timber inventory systems. In addition, we perform annual inventory
verification cruises, which capture detailed timber stocking data
across thousands of sample plots, in order to validate our growth and
yield models and make refinements to our merchantable timber
inventory as needed. Collectively, we believe these practices, in concert
with third-party certification, provide additional validation of our
sustainable land management practices.
As the world grapples with the potential impacts of climate change,
there is a greater recognition of the role trees play in combatting the
effects of carbon emissions through photosynthesis and the sequestration
of atmospheric carbon in downstream wood products. Recently, we
released our first comprehensive carbon report (accessible by visiting
our Responsible Stewardship webpage), which discloses the 732 million
metric tons of carbon stored across our land base at the end of 2019. In
addition, it breaks down the 5.7 million metric tons of carbon that we
sequestered in 2019 after netting out the carbon emitted from our
operations (including Scope 1, 2 and 3 emissions) and the carbon
removed from our forests and transferred to our customers. The report
further details a life-cycle analysis of the carbon that continues to be
stored in downstream forest products over the next century based upon
the various products produced by our customers. This analysis illustrates
the increasing amount of carbon sequestered in downstream forest
products over multiple rotations, which is ultimately additive to the
carbon collectively sequestered across our ownership. We believe
this is the most extensive carbon report produced to date detailing
the role that sustainably managed working forests play as part of a
natural climate solution, and further underscores our commitment to
sector-leading transparency and disclosure.
practices and strategies. This document is intended to demonstrate
the full spectrum of Rayonier’s ESG efforts as well as underscore
both our holistic approach and long-term commitment to ESG initiatives
as part of our broader mission.
Well Positioned for Long
Term Cash Flow Growth
This past year presented some unprecedented challenges for Rayonier.
But it also highlighted the strength of our culture and the resilience of
our people in how we responded to these challenges and how we’ve
positioned the company for future success. We remain steadfastly
committed to achieving our vision of having best-in-class assets,
operations, disclosure and transparency, while being the preferred
employer for forestry and land management professionals and the
preferred timberland investment vehicle for institutional investors.
In the span of the past year, our Board has also undergone significant
change. Last March, we were saddened by the death of our Chairman,
Richard Kincaid, who had served on the Board since 2004 and as
Chairman since the spin-off of the Performance Fibers business in 2014.
His experience, wisdom and judgment have been missed by all at
Rayonier, and I personally have missed his counsel and mentorship.
Two other Directors, Bernie Lanigan and former Senator Blanche
Lincoln, recently retired after serving on our Board since the spin-off.
We wish them well and thank them for their multitude of contributions
over the years. In their place, we have welcomed three new Directors,
Ann Nelson, Meridee Moore, and Matthew Rivers, who bring a
complementary blend of industry, finance, investment, and ESG
expertise to our Board. We’re excited to have these new Directors on
our Board, and have already benefited from their unique perspectives
regarding Rayonier’s future.
Rayonier has a well-diversified portfolio of high quality commercial
timberlands located in some of the strongest softwood timber markets
in the world, as well as an attractive pipeline of HBU real estate
opportunities. Our assets provide investors with both durable cash
flow and an opportunity for long-term value growth. In addition, our
conservative balance sheet and nimble approach to capital allocation
position us to capitalize on future growth opportunities. Our Board,
leadership team and employees work hard to stay focused on growing
long-term value per share, while also striving to deliver competitive
short-term results and dividends. I would like to thank our entire team
as well as our shareholders for your continued trust in our stewardship
of your investment in Rayonier. As always, we welcome your input
and feedback.
We will be releasing our first sustainability report since the spin-off
later this year, which will provide additional details on our ESG goals,
David L. Nunes
President and Chief Executive Officer
2020 Annual Report
//
Page 09
Reconciliation of Non-GAAP Measures
(Dollars in millions, except per share amounts)
2020
2019
2018
PRO FORMA REVENUE (SALES)(a)
Sales
Sales attributable to noncontrolling interest in Timber Funds
Large Dispositions(b)
Pro Forma Revenue (Sales)
PRO FORMA OPERATING INCOME(c)
Operating Income
Operating loss attributable to noncontrolling interest in
Timber Funds
Costs related to the merger with Pope Resources(d)
Timber write-offs resulting from casualty events
attributable to Rayonier Inc.(e)
Large Dispositions(b)
Pro Forma Operating Income
$ 859.2
(22.8)
(116.0)
$720.4
$ 74.4
11.6
17.2
7.9
(28.7)
$ 82.3
$ 711.6
—
—
$ 711.6
$ 816.1
—
—
$ 816.1
$ 107.0
$ 170.1
—
—
—
—
—
—
—
—
$ 107.0
$ 170.1
PRO FORMA NET INCOME(f)
Net Income attributable to Rayonier Inc.
Costs related to the merger with Pope Resources(d)
Timber write-offs resulting from casualty events
attributable to Rayonier Inc.(e)
Large Dispositions(b)
Per
diluted
share
Per
diluted
share
$ 37.1
17.2
$0.27
0.13
$ 59.1
—
$ 0.46
—
$ 102.2
—
Per
diluted
share
$ 0.79
—
7.9
(28.7)
0.06
(0.21)
—
—
—
—
—
—
—
—
Pro Forma Net Income
$ 33.5
$0.25
$ 59.1
$ 0.46
$ 102.2
$ 0.79
(a) Pro Forma Revenue (Sales) is defined as revenue (sales) adjusted for sales attributable to the noncontrolling interest in Timber Funds and Large Dispositions. Rayonier
believes that this non-GAAP financial measure provides investors with useful information to evaluate our core business operations because it excludes specific items
that are not indicative of ongoing operating results attributable to Rayonier Inc.
(b) “Large Dispositions” are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a demonstrable premium relative
to timberland value.
(c) Pro Forma Operating Income is defined as operating income adjusted for operating loss attributable to noncontrolling interest in Timber Funds, costs related to
the merger with Pope Resources, timber write-offs resulting from casualty events and Large Dispositions. Rayonier believes that this non-GAAP financial measure
provides investors with useful information to evaluate our core business operations because it excludes specific items that are not indicative of ongoing operating
results attributable to Rayonier Inc.
(d) “Costs related to the merger with Pope Resources” include legal, accounting, due diligence, consulting and other costs related to the merger with Pope Resources.
(e) “Timber write-offs resulting from casualty events” include the write-off of merchantable and pre-merchantable timber volume destroyed by casualty events which
cannot be salvaged.
(f) Pro Forma Net Income is defined as net income attributable to Rayonier Inc. adjusted for costs related to the merger with Pope Resources, timber write-offs resulting
from casualty events and Large Dispositions. Rayonier believes that this non-GAAP financial measure provides investors with useful information to evaluate our core
business operations because it excludes specific items that are not indicative of ongoing operating results attributable to Rayonier Inc.
Page 10
//
Rayonier Inc.
U.S. South
Harvest Volume
(Tons in thousands)
Adjusted EBITDA
(Dollars in millions)
Adj. EBITDA/Ton
(Dollars per ton)
» Acreage: 1.73mm acres
» Sustainable Yield:
5.9–6.3mm tons
» Planted/Plantable: 67%
» Average Site Index (1): 72 feet
U.S. Pacific
Northwest
» Acreage: 507,000 acres
» Sustainable Yield:
1.8–1.9mm tons
» Planted/Plantable: 77%
» Average Site Index (2): 110 feet
7,000
5,600
4,200
2,800
1,400
–
$130
104
78
52
26
–
$25
20
15
10
5
–
2018
2019 2020
2018
2019 2020
2018
2019 2020
Harvest Volume
(Tons in thousands)
Adjusted EBITDA
(Dollars in millions)
Adj. EBITDA/Ton
(Dollars per ton)
1,750
1,400
1,050
700
350
–
$45
36
27
18
9
–
$35
28
21
14
7
–
2018
2019 2020
2018
2019 2020
2018
2019 2020
Rayonier Timberland
Acreage* Total:
507,000 Acres
U.S. Pacific Northwest
2.7 Million Acres
* Acreage as of 12/31/2020,
excluding “look-through” acres in Timber Funds business.
417,000 Acres
New Zealand
(1) Site index reflects the average height of the dominant and codominant trees at a base age of 25.
(2) Site index reflects the average height of the dominant and codominant trees at a base age of 50.
2020 Annual Report
//
Page 11
New Zealand
Harvest Volume
(Tons in thousands)
Adjusted EBITDA
(Dollars in millions)
Adj. EBITDA/Ton
(Dollars per ton)
» Acreage: 417,000 acres
» Sustainable Yield:
2.4–2.7mm tons
» Planted/Plantable: 71%
» Average Site Index (3): 94 feet
3,000
2,400
1,800
1,200
600
–
$100
80
60
40
20
–
$40
32
24
16
8
–
2018
2019 2020
2018
2019 2020
2018
2019 2020
Real Estate
Acres Sold(4)
(Acres in thousands)
Adjusted EBITDA(4)
(Dollars in millions)
Price/Acre(5)
(Dollars per acre)
» Focused on Monetizing Higher-
and-Better-Use Timberlands
» Active Development Projects:
Wildlight, FL, Richmond Hill, GA
and west Puget Sound area of WA
» Land Use Entitlements
for Future Growth
» Conservation Easement
Opportunities
50
40
30
20
10
–
$150
120
90
60
30
–
$5,000
4,000
3,000
2,000
1,000
–
2018
2019 2020
2018
2019 2020
2018
2019 2020
1.73MM Acres
U.S. South
(3) Site index reflects the average height of the dominant and codominant trees at a base age of 20.
(4) Excludes Large Dispositions.
(5) Excludes Large Dispositions, Improved Development and Conservation Easements.
507,000 Acres
U.S. Pacific Northwest
417,000 Acres
New Zealand
Page 12
//
Rayonier Inc.
Sustainability and stewardship are critical to our long-term success and at the heart of everything we do.
We are committed to managing our lands on a sustainable basis—being mindful of impacts to biodiversity,
water, wildlife and surrounding communities. We look forward to sharing more details on our ESG practices
and strategies in the sustainability report we will be releasing later this year.
Committed to Current and Future Generations
TM
FORM 10-K
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
TM
RAYONIER INC.
(Exact name of registrant as specified in its charter)
North Carolina
(State or other Jurisdiction of incorporation or organization)
1-6780
(Commission File Number)
13-2607329
(I.R.S. Employer Identification Number)
Rayonier, L.P.
(Exact name of registrant as specified in its charter)
(State or other Jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
Delaware
333-237246
91-1313292
1 RAYONIER WAY
WILDLIGHT, FL 32097
(Principal Executive Office)
Telephone Number: (904) 357-9100
Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each class
Common Shares, no par value, of Rayonier Inc.
Trading Symbol
RYN
Exchange
New York Stock Exchange
Rayonier, L.P.
Rayonier, L.P.
Yes o No ☒
Yes ☒ No o
Yes ☒ No o
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Rayonier Inc.
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Rayonier Inc.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Rayonier Inc.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Rayonier Inc.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in
Rule 12b-2 of the Exchange Act.
Yes ☒ No o
Yes ☒ No o
Yes ☒ No o
Yes ☒ No o
Yes o No ☒
Rayonier, L.P.
Rayonier, L.P.
Rayonier Inc.
Large Accelerated Filer
☒ Accelerated Filer ☐ Non-accelerated Filer ☐ Smaller Reporting Company
☐ Emerging Growth Company
☐
Rayonier, L.P.
Large Accelerated Filer
☐ Accelerated Filer ☐ Non-accelerated Filer ☒ Smaller Reporting Company
☐ Emerging Growth Company
☐
Rayonier, L.P.
Rayonier, L.P. ☐
Yes ☐ No ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Rayonier Inc. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Rayonier Inc.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
Rayonier Inc.
The aggregate market value of the Common Shares of the registrant held by non-affiliates at the close of business on June 30, 2020 was $3,361,710,977
based on the closing sale price as reported on the New York Stock Exchange.
As of February 12, 2021, Rayonier Inc. had 137,827,110 Common Shares outstanding. As of February 12, 2021, Rayonier, L.P. had 4,279,141 Units
outstanding.
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the 2021 annual meeting of
the shareholders of the registrant scheduled to be held May 20, 2021, are incorporated by reference in Part III hereof.
Yes ☒ No o
Yes ☐ No ☒
Yes ☐ No ☒
Rayonier, L.P.
EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2020 of Rayonier Inc.,
a North Carolina corporation, and Rayonier, L.P., a Delaware limited partnership. Unless stated otherwise or the
context otherwise requires, references to “Rayonier” or “the Company” mean Rayonier Inc. and references to the
“Operating Partnership” mean Rayonier, L.P. References to “we,” “us,” and “our” mean collectively Rayonier Inc.,
the Operating Partnership and entities/subsidiaries owned or controlled by Rayonier Inc. and/or the Operating
Partnership.
Rayonier Inc. has elected to be taxed as a real estate investment trust, or REIT, under the Internal Revenue
Code of 1986, as amended, commencing with its taxable year ended December 31, 2004. The Company is
structured as an umbrella partnership REIT (“UPREIT”) under which substantially all of its business is conducted
through the Operating Partnership. Rayonier Inc. is the sole general partner of the Operating Partnership. On May
8, 2020, Rayonier, L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”) and issued
approximately 4.45 million operating partnership units (“OP Units” or “Redeemable Operating Partnership Units”) of
Rayonier, L.P. as partial merger consideration. These OP Units are generally considered to be economic
equivalents to Rayonier common shares and receive distributions equal to the dividends paid on Rayonier common
shares. See Note 2 - Merger with Pope Resources for additional information pertaining to the merger.
As of December 31, 2020, the Company owned a 96.9% interest in the Operating Partnership, with the
remaining 3.1% interest owned by limited partners of the Operating Partnership. As the sole general partner of the
Operating Partnership, Rayonier Inc. has exclusive control of the day-to-day management of the Operating
Partnership.
Rayonier Inc. and the Operating Partnership are operated as one business. The management of the Operating
Partnership consists of the same members as the management of Rayonier Inc. As general partner with control of
the Operating Partnership, Rayonier Inc. consolidates Rayonier, L.P. for financial reporting purposes, and has no
material assets or liabilities other than its investment in the Operating Partnership.
We believe combining the annual reports of Rayonier Inc. and Rayonier, L.P. into this single report results in the
following benefits:
•
•
Strengthens investors’ understanding of Rayonier Inc. and the Operating Partnership by enabling them to
view the business as a single operating unit in the same manner as management views and operates the
business;
Creates efficiencies for investors by reducing duplicative disclosures and providing a single comprehensive
document; and
• Generates time and cost savings associated with the preparation of the reports when compared to
preparing separate reports for each entity.
There are a few important differences between Rayonier Inc. and the Operating Partnership in the context of
how Rayonier Inc. operates as a consolidated company. The Company itself does not conduct business, other than
through acting as the general partner of the Operating Partnership and issuing equity or equity-related instruments
from time-to-time. The Operating Partnership holds, directly or indirectly, substantially all of the Company’s assets.
Likewise, all debt is incurred by the Operating Partnership or entities/subsidiaries owned or controlled by the
Operating Partnership. The Operating Partnership conducts substantially all of the Company’s business and is
structured as a partnership with no publicly traded equity.
To help investors understand the significant differences between the Company and the Operating Partnership,
this report includes:
•
•
•
Separate Consolidated Financial Statements for Rayonier Inc. and Rayonier, L.P.;
A combined set of Notes to the Consolidated Financial Statements with separate discussions of per share
and per unit information, noncontrolling interests and shareholders’ equity and partners’ capital, as
applicable;
A combined Management’s Discussion and Analysis of Financial Condition and Results of Operations which
includes specific information related to each reporting entity;
•
•
•
A separate Part II, Item 9A. Controls and Procedures related to each reporting entity;
A separate Part II, Item 5. Market for the Registrant’s Common Equity; related Stockholder Matters and
Issuer Purchases of Equity Securities section related to each reporting entity; and
Separate Exhibit 31 and 32 certifications for each reporting entity within Part IV.
Page
1
20
27
28
32
32
33
35
36
57
60
138
138
138
139
139
139
139
139
140
140
Item
1.
1A.
1B.
2.
3.
4.
5.
TABLE OF CONTENTS
PART I
Business................................................................................................................................................
Risk Factors..........................................................................................................................................
Unresolved Staff Comments.................................................................................................................
Properties..............................................................................................................................................
Legal Proceedings................................................................................................................................
Mine Safety Disclosures.......................................................................................................................
PART II
Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities...................................................................................................................................
Selected Financial Data........................................................................................................................
6.
7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations................
7A. Quantitative and Qualitative Disclosures about Market Risk................................................................
8.
Financial Statements and Supplementary Data....................................................................................
9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure................
9A.
Controls and Procedures......................................................................................................................
9B. Other Information..................................................................................................................................
PART III
Directors, Executive Officers and Corporate Governance....................................................................
Executive Compensation......................................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters..................................................................................................................................................
Certain Relationships and Related Transactions, and Director Independence....................................
Principal Accounting Fees and Services...............................................................................................
PART IV
Exhibits, Financial Statement Schedules..............................................................................................
Form 10-K Summary.............................................................................................................................
10.
11.
12.
13.
14.
15.
16.
i
PART I
Unless stated otherwise or the context otherwise requires, references to “Rayonier” or “the Company” mean
Rayonier Inc. and references to the “Operating Partnership” mean Rayonier, L.P. References to “we,” “us,” and
“our” mean collectively Rayonier Inc., the Operating Partnership and entities/subsidiaries owned or controlled by
Rayonier Inc. and/or the Operating Partnership. References herein to “Notes to Financial Statements” or “Note”
refer to the combined Notes to the Consolidated Financial Statements of Rayonier Inc. and Rayonier, L.P. included
in Item 8 of this Report.
NOTE ABOUT FORWARD-LOOKING STATEMENTS
Certain statements in this document regarding anticipated financial outcomes, including our earnings guidance, if
any, business and market conditions, outlook, expected dividend rate, our business strategies, including the recent
acquisition of Pope Resources, expected harvest schedules, timberland acquisitions and dispositions, the
anticipated benefits of our business strategies, and other similar statements relating to our 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 risk factors
contained in Item 1A — Risk Factors in this Annual Report on Form 10-K and similar discussions included in other
reports that we subsequently file with the SEC, among others, could cause actual results or events to differ
materially from our historical experience and those expressed in forward-looking statements made in this document.
Forward-looking statements are only as of the date they are made, and we undertake no duty to update our
forward-looking statements except as required by law. You are advised, however, to review any subsequent
disclosures we make on related subjects in subsequent reports filed with the SEC.
Item 1.
BUSINESS
GENERAL
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most
productive softwood timber growing regions in the U.S. and New Zealand. We invest in timberlands and actively
manage them to provide current income and attractive long-term returns to our shareholders. We conduct our
business through an umbrella partnership real estate investment trust (“UPREIT”) structure in which our assets are
owned by our Operating Partnership and its subsidiaries. Rayonier manages the Operating Partnership as its sole
general partner. Our revenues, operating income and cash flows are primarily derived from the following core
business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Timber Funds, Real Estate,
and Trading. As of December 31, 2020, we owned, leased or managed approximately 2.7 million acres of
timberlands located in the U.S. South (1.73 million acres), U.S. Pacific Northwest (507,000 acres) and New Zealand
(417,000 gross acres, or 296,000 net plantable acres). We also act as the managing member in a private equity
timber fund business with three funds comprising approximately 141,000 acres. On a “look-through” basis, our
ownership in the timber fund business equates to approximately 17,000 acres. In addition, we engage in the trading
of logs from New Zealand and Australia to Pacific Rim markets, primarily to support our New Zealand export
operations. We have an added focus to maximize the value of our land portfolio by pursuing higher and better use
(“HBU”) land sale opportunities.
We originated as the Rainier Pulp & Paper Company founded in Shelton, Washington in 1926. On June 27,
2014, Rayonier completed the tax-free spin-off of its Performance Fibers manufacturing business from its
timberland and real estate operations, thereby becoming a “pure-play” timberland REIT. On May 8, 2020 Rayonier,
L.P. acquired Pope Resources, a Delaware Limited Partnership (“Pope Resources”).
1
Under our REIT structure, we are generally not required to pay U.S. federal income taxes on our earnings from
timber harvest operations and other REIT-qualifying activities contingent upon meeting applicable distribution,
income, asset, shareholder and other tests. Through a series of Mergers, which are further outlined in Note 1 -
Summary of Significant Accounting Policies, Rayonier transferred all of its assets to the Operating Partnership, and
as a result owns a 96.9% interest in the Operating Partnership and corresponding portion of taxable income or loss.
Certain operations are conducted through our taxable REIT subsidiaries (“TRS”) and subject to U.S. federal and
state corporate income tax. As of December 31, 2020 and as of the date of the filing of this Annual Report on Form
10-K, we believe the Company is in compliance with all REIT tests. See Note 11 — Income Taxes for further
discussion of REIT and non-REIT qualifying operations.
The Company’s shares are publicly traded on the NYSE under the symbol RYN. We are a North Carolina
corporation with executive offices located at 1 Rayonier Way, Wildlight, Florida 32097. Our telephone number is
(904) 357-9100.
OUR COMPETITIVE STRENGTHS
We believe that we distinguish ourselves from other timberland owners and other alternative asset investments
through the following competitive strengths:
•
Leading Pure-Play Timberland REIT. We are differentiated from other publicly-traded timberland REITs in
that we are invested exclusively in timberlands and real estate and do not own any pulp, paper or wood
products manufacturing assets. We are the largest publicly-traded “pure-play” timberland REIT, which
provides our investors with a focused, large-scale timberland investment alternative without taking on the
risks and volatility inherent in direct ownership of forest products manufacturing assets.
• Well-Positioned for a Sustainable, Low-Carbon Economy. Our forests mitigate climate change through
carbon sequestration and further support clean air and water and wildlife habitats – all while being
sustainably managed through continuous cycles of growth and harvest. Our trees not only remove carbon
from the atmosphere through photosynthesis while growing, but even after harvesting, a significant portion
of the carbon removed from our forests can remain stored for an extended period of time within the wood
products produced from our timber. Life cycle assessment studies have demonstrated that wood-based
building products generate fewer greenhouse gas emissions as compared to other building materials, such
as concrete and steel. We intend to be an industry leader in the rigor by which we measure our carbon
footprint, the transparency of our disclosure, and in capitalizing on our ability to offer low-carbon solutions.
•
•
•
•
Located in Premier Softwood Growing Regions with Access to Strong Markets. Our geographically diverse
timberland holdings are strategically located in core softwood producing regions, including the U.S. South,
U.S. Pacific Northwest and New Zealand. Our most significant timberland holdings are located in the U.S.
South, in close proximity to a variety of established pulp, paper and wood products manufacturing facilities
and export facilities, which provide a steady source of competitive demand for both pulpwood and higher-
value sawtimber products. Our Pacific Northwest and New Zealand timberlands benefit from strong
domestic sawmilling markets and are located near ports to capitalize on export markets serving the Pacific
Rim.
Attractive Pipeline of HBU Opportunities. We have a dedicated HBU platform with an established track
record of selling rural and development HBU properties across our portfolio at strong premiums to
timberland values. We continuously evaluate the highest-and-best-use of our lands and seek to capitalize
on identified HBU opportunities through strategies uniquely tailored to maximize value, including selectively
pursuing land-use entitlements and infrastructure improvements through one of our taxable REIT
subsidiaries. Much of our HBU activity is concentrated in the U.S. South, where we own approximately
200,000 acres of timberlands located in the vicinity of Interstate 95 primarily north of Daytona Beach, FL
and south of Savannah, GA.
Sophisticated Log Marketing Capabilities Serving Various Pacific Rim Markets. We conduct a log trading
operation based in New Zealand, which serves timberland owners in New Zealand and Australia and
provides access to key export markets in China, South Korea and India. This operation provides us with
superior market intelligence and economies of scale, both of which add value to our timber export
operations and contribute to our earnings and cash flows, with minimal investment.
Advantageous Structure and Capitalization. Under our REIT structure, we are generally not required to pay
federal income taxes on our earnings from timber harvest operations and other REIT-qualifying activities,
2
which allows us to optimize the value of our portfolio in a tax efficient manner. We also maintain a strong
credit profile and have investment grade debt ratings. As of December 31, 2020, our net debt to enterprise
value was 23%. We believe that our advantageous REIT structure and conservative capitalization provide
us with a competitive cost of capital and significant financial flexibility to pursue growth initiatives.
OUR STRATEGY
Our business strategy consists of the following key elements:
• Manage our Timberlands on a Sustainable Yield Basis for Long-term Results. We generate recurring
income and cash flow from the harvest and sale of timber and intend to actively manage our timberlands to
maximize net present value over the long term by achieving an optimal balance among biological timber
growth, generation of cash flow from harvesting activities, and responsible environmental stewardship. Our
harvesting strategy is designed to produce a long-term, sustainable yield, although we may adjust harvest
levels periodically in response to then-current market conditions.
• Capitalize on Advantageous Net Carbon Position. We estimate that our timberlands absorb more carbon
than we emit in our operations. As such, we are positioning ourselves to take advantage of increasing
demands for carbon solutions by companies, governments and investors. In 2020 we completed a rigorous
analysis of our carbon footprint and developed a framework for collecting and reporting such data to our
investors and other stakeholders. We expect that the unique environmental attributes of our forestry assets
will play an increasingly important role in our efforts to create value over time.
•
•
Apply Advanced Silviculture to Increase the Productivity of our Timberlands. We use our forestry expertise
and disciplined financial approach to determine the appropriate silviculture programs and investments to
maximize returns. This includes re-planting a significant portion of our harvested acres with improved
seedlings we have developed through decades of research and cultivation. Over time, we expect these
improved seedlings will result in higher volumes per acre and a higher value product mix.
Increase the Size and Quality of our Timberland Holdings through Acquisitions. We intend to selectively
pursue timberland acquisition opportunities that improve the average productivity of our timberland holdings
and support cash flow generation from our annual harvesting activities. Our acquisition strategy employs a
disciplined approach with rigorous adherence to strategic and financial metrics. Generally, we expect to
focus our acquisition efforts on the most commercially desirable timber-producing regions of the U.S. South,
the U.S. Pacific Northwest and New Zealand. We may also consider acquisition opportunities outside of our
existing operating areas where we anticipate favorable long-term market dynamics and financial returns. In
2020, we acquired Pope Resources, which significantly expanded and enhanced our Pacific Northwest
timberland and real estate portfolio with the addition of approximately 120,000 acres of fee timberland and
4,000 leased acres. We acquired an additional 13,000 acres of fee timberland in 2020, 69,000 acres in
2019 and 26,000 acres in 2018. Additionally, we acquired leases or long-term forestry rights covering
approximately 2,000 acres in 2020, 2,000 acres in 2019, and 4,000 acres in 2018.
• Optimize our Portfolio Value. We continuously assess potential alternative uses of our timberlands, as some
of our properties may become more valuable for development, residential, recreation, conservation, carbon
sequestration or other purposes. We intend to capitalize on such higher-valued uses by opportunistically
monetizing HBU properties and/or land-use rights in our portfolio. We generally expect that sales of HBU
property will comprise approximately 1% to 2% of our Southern timberland holdings on an annual basis.
While the majority of our HBU sales involve rural and recreational land, we also selectively pursue various
land-use entitlements and improvements on certain properties for residential, commercial and industrial
development in order to fully realize the enhanced long-term value potential of such properties. We further
have an added strategic focus to evaluate and advance ecosystem monetization alternatives, including the
long-term development of forest carbon markets.
•
Focus on Timberland Operations to Support Cash Flow Generation. As described above, we rely primarily
on annual harvesting activities and ongoing sales of HBU properties to generate cash flow from our
timberland holdings. However, we also periodically generate income and cash flow from the sale of non-
strategic and/or non-HBU timberlands, in particular as we seek to optimize our portfolio by disposing of less
desirable properties or to fund capital allocation priorities, including share repurchases, debt repayment or
acquisitions. Our strategy is to limit reliance on planned sales of non-HBU timberlands to augment cash
flow generation and instead rely primarily on supporting cash flow from the operation, rather than sale, of
3
our timberlands. We believe this strategy will support the sustainability of our harvesting activities over the
long term.
•
Promote Responsible Stewardship and Best-in-Class Disclosure. We are committed to responsible
stewardship, environmentally and economically sustainable forestry, and positive climate change solutions.
As such, we are focused on continuing to develop and integrate robust environmental, social and
governance (“ESG”) policies and best practices within our business. We further intend to be an industry
leader in transparent disclosure, particularly relating to our timberland holdings, harvest schedules,
inventory, age-class profiles, carbon footprint and other meaningful data regarding our long-term
sustainability. We believe our continued commitment to transparency and the stewardship of our assets and
capital will allow us to maintain our timberlands’ productivity, more effectively attract and deploy capital and
enhance our reputation as a preferred timber industry supplier and employer.
SEGMENT INFORMATION
As a result of the Mergers, we have revised our reportable business segments, adding one additional segment,
Timber Funds. The Timber Funds segment represents operations of the three private equity timber funds included in
the Pope Resources transaction – Fund II, Fund III and Fund IV (collectively, the “Funds”). Rayonier owns 20% of
Fund II, 5% of Fund III, and 15% of Fund IV and is also the managing member of the Funds. As discussed in Note 6
- Noncontrolling Interests, the Funds are consolidated into our financial statements. We now operate in six
reportable business segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber, Timber Funds,
Real Estate and Trading. See Item 7 — Management’s Discussion and Analysis of Financial Condition and Results
of Operations and Note 7 — Segment and Geographical Information for information on sales and operating income
by reportable segment and geographic region.
TIMBER
Our timber businesses are disaggregated into Southern Timber, Pacific Northwest Timber, New Zealand Timber
and Timber Funds segments. Sales in the Timber segments include all activities related to the harvesting of timber
in addition to lease and license activities, other non-timber activities and carbon credit sales.
DISCUSSION OF TIMBER INVENTORY AND SUSTAINABLE YIELD
We define gross timber inventory as an estimate of all standing timber volume beyond the specified age at
which we commence calculating our timber inventory for inclusion in our inventory tracking systems. The age at
which we commence calculating our timber inventory is 10 years for our Southern timberlands, 20 years for our
Pacific Northwest timberlands, and 20 years for our New Zealand timberlands. Our estimate of gross timber
inventory is based on an inventory system that involves periodic statistical sampling and growth modeling. Periodic
adjustments are made on the basis of growth estimates, harvest information, and environmental and operational
restrictions. Gross timber inventory includes certain timber that we do not deem to be of a merchantable age as well
as certain timber located in restricted, environmentally sensitive or economically inaccessible areas.
We define merchantable timber inventory as an estimate of timber volume beyond a specified age that
approximates such timber’s earliest economically harvestable age. Our estimate includes certain timber located in
restricted or environmentally sensitive areas based on an estimate of lawfully recoverable volumes from such areas.
The estimate does not include volumes in restricted or environmentally sensitive areas that may not be lawfully
harvested or volumes located in economically inaccessible areas. The merchantable age (i.e., the age at which
timber moves from pre-merchantable to merchantable) is 15 years for our Southern timberlands, with the exception
of Oklahoma which is 17 years, 35 years for our Pacific Northwest timberlands, and 20 years for radiata pine and 30
years for Douglas-fir in our New Zealand timberlands. The merchantable age for our Timber Funds segment is 35
years, with the exception of Fund III’s California tree farm, which has been managed historically using an uneven-
aged harvest regime wherein stands consist of trees of a variety of age classes. As such, in California we classify
merchantable volume based on the tree’s diameter at breast height (DBH), or four and one-half feet above ground.
Trees with a DBH greater than or equal to 16 inches are considered merchantable and less than 16 inches are
considered pre-merchantable.
Our estimated merchantable timber inventory changes over time as timber is harvested, as pre-merchantable
timber transitions to merchantable timber, as existing merchantable timber inventory grows, as we acquire and sell
4
timberland and as we periodically update our statistical sampling and growth and yield models. We estimate our
merchantable timber inventory annually for purposes of calculating per unit depletion rates.
Timber inventory is generally measured and expressed in short green tons (SGT) in our Southern timberlands,
in thousand board feet (MBF) or million board feet (MMBF) in our Pacific Northwest and Timber Funds timberlands,
and in cubic meters (m3) in our New Zealand timberlands. For conversion purposes, one MBF and one m3 is equal
to approximately 8.0 and 1.12 short green tons, respectively. For comparison purposes, we provide inventory
estimates for our Pacific Northwest and New Zealand timberlands in MBF and cubic meters, respectively, as well as
in short green tons.
The following table sets forth the estimated volumes of merchantable timber inventory by location in short green
tons as of September 30, 2020 for the South, Pacific Northwest and Timber Funds and as of December 31, 2020 for
New Zealand on a total and look-through basis:
(volumes in thousands of SGT)
Location
South..........................................
Pacific Northwest........................
New Zealand..............................
Timber Funds..............................
Merchantable Inventory (a)
64,300
11,053
16,274
5,134
96,761
%
67
11
17
5
100
(“Look-through”)
Merchantable Inventory (a) (b)
64,300
11,053
16,274
591
92,218
%
70
12
17
1
100
(a) For all regions, depletion rate calculations for the upcoming year are based on estimated volumes of merchantable inventory at
December 31, 2020.
(b) The “look-through” amounts include only our proportional ownership of the Timber Funds’ merchantable inventory, based on our ownership
interests in Fund II, Fund III, and Fund IV of 20%, 5% and 15%, respectively.
We define sustainable yield as the average harvest level that can be sustained into perpetuity based on our
estimates of biological growth and the expected productivity resulting from our reforestation and silvicultural efforts.
Our estimated sustainable yield may change over time based on changes in silvicultural techniques and resulting
timber yields, changes in environmental laws and restrictions, changes in the statistical sampling and estimates of
our merchantable timber inventory, acquisitions and dispositions of timberlands, the expiration or renewal of
timberland leases, casualty losses, and other factors. Moreover, our harvest level in any given year may deviate
from our estimated sustainable yield due to variations in the age class of our timberlands, the product mix of our
harvest (i.e., pulpwood versus sawtimber), our deliberate acceleration or deferral of harvest in response to market
conditions, our thinning activity (in which we periodically remove some smaller trees from a stand to enhance long-
term sawtimber potential of the remaining timber), or other factors. We estimate sustainable yield for each of our
core Timber segments as of December 31, 2020.
We manage our U.S. timberlands in accordance with the requirements of the Sustainable Forestry Initiative®
(“SFI”) program. The timberland holdings of the New Zealand subsidiary are certified under the Forest Stewardship
Council® (“FSC”). The majority of our New Zealand timberland holdings are also certified under the Programme for
the Endorsement of Forest Certification (“PEFC”). All programs are comprehensive systems of environmental
principles, objectives and performance measures that combine the perpetual growing and harvesting of trees with
the protection of wildlife, plants, soil and water quality. Through application of our site-specific silvicultural expertise
and financial discipline, we manage timber in a way that is designed to optimize site preparation, tree species
selection, competition control, fertilization, timing of thinning and final harvest. We also have a genetic seedling
improvement program to enhance the productivity and quality of our timberlands and overall forest health. In
addition, non-timber income opportunities associated with our timberlands such as recreational licenses, as well as
considerations for the future HBU of the land, are integral parts of our site-specific management philosophy. All of
these activities are designed to maximize value while complying with SFI, or FSC and PEFC requirements.
5
SOUTHERN TIMBER
As of December 31, 2020, our Southern timberlands acreage consisted of approximately 1.73 million acres
(including approximately 152,000 acres of leased lands) located in Alabama, Arkansas, Florida, Georgia, Louisiana,
Oklahoma, South Carolina and Texas. Approximately two-thirds of this land supports intensively managed
plantations of predominantly loblolly and slash pine. The other one-third of this land is too wet to support pine
plantations, but supports productive natural stands primarily consisting of natural pine and a variety of hardwood
species. Rotation ages typically range from 21 to 28 years for pine plantations and from 35 to 60 years for natural
stands. Key consumers of our timber include pulp, paper, wood products and biomass facilities.
We estimate that the gross timber inventory and merchantable timber inventory of our Southern timberlands
was 80 million tons and 64 million tons, respectively, as of September 30, 2020. We estimate that the sustainable
yield of our Southern timberlands, including both pine and hardwoods, is approximately 5.9 to 6.3 million tons
annually. We expect that the average annual harvest volume of our Southern timberlands over the next five years
(2021 to 2025) will be generally in line with our sustainable yield. For additional information, see Item 1 — Business
— Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.
In 2020, we acquired approximately 13,000 acres of timberland in the Southern region. For additional
information, see Note 4 — Timberland Acquisitions.
The following table provides a breakdown of our Southern timberlands acreage and timber inventory by product
and age class as of September 30, 2020 (inventory volumes are estimated at December 31 to calculate a depletion
rate for the upcoming year):
(volumes in thousands of SGT)
Age Class
Pine Plantation
Acres
(000’s)
Pine
Pulpwood
Pine
Sawtimber
Hardwood
Pulpwood
Hardwood
Sawtimber
Total
0 to 4 years (a)........................................
5 to 9 years.............................................
10 to 14 years.........................................
15 to 19 years.........................................
20 to 24 years.........................................
25 to 29 years.........................................
30 + years...............................................
228
191
211
224
184
57
37
—
—
8,262
12,225
6,808
1,887
1,067
—
—
1,124
4,633
6,484
2,964
2,511
Total Pine Plantation.................................
1,132
30,249
17,716
Natural Pine (Plantable) (b)....................
Natural Mixed Pine/Hardwood (c)..........
Forested Acres and Gross Inventory....
Plus: Non-Forested Acres (d)....................
Gross Acres.............................................
37
519
1,688
61
1,749
396
4,471
817
7,289
35,116
25,822
—
—
41
105
112
78
105
441
817
13,667
14,925
—
—
—
—
3
1
1
5
—
—
9,427
16,963
13,407
4,930
3,684
48,411
230
2,260
4,013
29,440
4,248
80,111
Less: Pre-Merchantable Age Class
Inventory (e).....................................................................................................................................................................
Less: Volume in Environmentally
Sensitive/Legally Restricted Areas...................................................................................................................................
Merchantable Timber Inventory....................................................................................................................................
(9,663)
(6,148)
64,300
(a) 0 to 4 years includes clearcut acres not yet replanted.
(b) Consists of natural stands that are convertible into pine plantations once harvested.
(c) Consists of all non-plantable natural stands, including those that are in environmentally sensitive or economically inaccessible areas.
(d)
(e)
Includes roads, rights of way and all other non-forested areas.
Includes inventory that is less than 15 years old or less than 17 years old in Oklahoma.
6
PACIFIC NORTHWEST TIMBER
As of December 31, 2020, our Pacific Northwest timberlands consisted of approximately 507,000 acres located
in Oregon and Washington, of which approximately 397,000 acres were designated as productive acres, meaning
land that is capable of growing merchantable timber and where the harvesting of timber is not constrained by
physical, environmental or regulatory restrictions. These timberlands primarily comprise second and third rotation
western hemlock and Douglas-fir, as well as a small amount of other softwood species, such as western red cedar.
A small percentage also consists of natural hardwood stands of predominantly red alder. In the Pacific Northwest,
rotation ages typically range from 35 to 50 years. Our product mix in the Pacific Northwest is heavily weighted to
sawtimber, which is sold to domestic wood products facilities as well as exported primarily to Pacific Rim markets.
We estimate that the gross timber inventory and merchantable timber inventory of our Pacific Northwest
timberlands was 3,609 MMBF and 1,383 MMBF, respectively, as of September 30, 2020. We estimate that the
sustainable yield of our Pacific Northwest timberlands is approximately 230 to 240 MMBF (or 1.8 to 1.9 million tons)
annually. We expect that the average annual harvest volume of our Pacific Northwest timberlands over the next five
years (2021 to 2025) will be modestly below our sustainable yield. For additional information, see Item 1 —
Business — Discussion of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.
In 2020, we acquired approximately 124,000 acres in the Pacific Northwest Timber segment in the merger with
Pope Resources. For additional information, see Note 2 — Merger with Pope Resources.
The following table provides a breakdown of our Pacific Northwest timberlands acreage and timber inventory by
product and age class as of September 30, 2020 (inventory volumes are estimated at December 31 to calculate a
depletion rate for the upcoming year):
(volumes in MBF, except as noted)
Acres
(000’s)
Softwood
Pulpwood (e)
Softwood
Sawtimber (e)
Age Class
Commercial Forest
0 to 4 years (a)....................................................................
5 to 9 years.........................................................................
10 to 14 years.....................................................................
15 to 19 years.....................................................................
20 to 24 years.....................................................................
25 to 29 years.....................................................................
30 to 34 years.....................................................................
35 to 39 years.....................................................................
40 to 44 years.....................................................................
45 to 49 years.....................................................................
50+ years............................................................................
Total Commercial Forest......................................................
Non-Commercial Forest (b)...............................................
Productive Forested Acres...................................................
Restricted Forest (c)..........................................................
Total Forested Acres and Gross Inventory......................
Plus: Non-Forested Acres (d)...............................................
Gross Acres........................................................................
Less: Pre-Merchantable Age Class Inventory.....................................................................................................
Less: Restricted Forest Inventory.......................................................................................................................
Total Merchantable Timber..............................................................................................................................
Conversion factor for MBF to SGT......................................................................................................................
Total Merchantable Timber (thousands of SGT)............................................................................................
—
—
—
—
113,798
275,883
743,783
706,080
257,534
83,637
168,643
2,349,358
32,548
—
—
—
—
44,556
53,197
110,929
75,140
25,207
10,035
20,069
339,133
5,049
48
50
52
47
36
31
60
42
14
5
8
393
4
397
90
487
20
507
781,160
3,163,066
102,175
446,357
Total (e)
—
—
—
—
158,354
329,080
854,712
781,220
282,741
93,672
188,712
2,688,491
37,597
883,335
3,609,423
(1,342,729)
(883,335)
1,383,359
7.99
11,053
(a) 0 to 4 years includes clearcut acres not yet replanted.
(b)
(c)
(d)
(e)
Includes non-commercial forests with limited productivity.
Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
Includes roads, rights of way, and all other non-forested areas.
Includes a minor component of hardwood in red alder and other species.
7
NEW ZEALAND TIMBER
As of December 31, 2020, our New Zealand timberlands consisted of approximately 417,000 acres (including
approximately 232,000 acres of leased lands), of which approximately 296,000 acres were designated as
productive or plantation acres, meaning land that is capable of growing merchantable timber and where the
harvesting of timber is not constrained by physical, environmental or regulatory restrictions. The leased acres are
generally leased through long-term arrangements including Crown Forest Licenses (“CFLs”), forestry rights and
other leases. Our New Zealand timberlands serve a domestic sawmilling market and also export logs to Pacific Rim
markets.
Our New Zealand timber operations are conducted by Matariki Forestry Group, a joint venture with Stafford
Capital Partners Limited. We maintain a controlling financial interest of 77% in the New Zealand subsidiary and,
accordingly, consolidate the New Zealand subsidiary’s balance sheet and results of operations. The minority
owner’s interest in the New Zealand subsidiary and its earnings are reported as noncontrolling interest in our
financial statements. Rayonier’s wholly-owned subsidiary, Rayonier New Zealand Limited (“RNZ”), serves as the
manager of the New Zealand subsidiary. For additional information, see Note 6 — Noncontrolling Interests.
We estimate that the gross timber inventory and merchantable timber inventory of our New Zealand timberlands
were both 14.6 million cubic meters as of December 31, 2020. We estimate that the sustainable yield of our New
Zealand timberlands is approximately 2.1 to 2.4 million cubic meters (or 2.4 to 2.7 million tons) annually. We expect
that the average annual harvest volume of our New Zealand timberlands over the next five years (2021 to 2025) will
be generally in line with our sustainable yield. For additional information, see Item 1 — Business — Discussion of
Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.
In 2020, we acquired approximately 2,000 acres of leased timberland in New Zealand. For additional
information, see Note 4 — Timberland Acquisitions.
The following table provides a breakdown of our New Zealand timberlands acreage and timber inventory by
product and age class as of December 31, 2020 (inventory volumes at December 31 are used to calculate a
depletion rate for the upcoming year):
(volumes in thousands of m3, except as noted)
Age Class
Radiata Pine
0 to 4 years (a)...................................................................
5 to 9 years........................................................................
10 to 14 years....................................................................
15 to 19 years....................................................................
20 to 24 years....................................................................
25 to 29 years....................................................................
30 + years..........................................................................
Total Radiata Pine..............................................................
Other (b).............................................................................
Forested Acres and Merchantable Timber Inventory.....
Conversion factor for m3 to SGT.........................................
Total Merchantable Timber (thousands of SGT)............
Plus: Non-Productive Acres (c)............................................
Gross Acres.......................................................................
(a) 0 to 4 years includes clearcut acres not yet replanted.
Includes primarily Douglas-fir age 30 and over.
(b)
Includes natural forest and other non-planted acres.
(c)
Includes timber located in environmentally sensitive areas.
(d)
Acres (000’s)
Pulpwood (d)
Sawtimber (d)
Total (d)
—
—
—
—
1,830
508
138
2,476
1,036
3,512
—
—
—
—
7,244
2,244
391
9,879
1,174
11,053
—
—
—
—
9,074
2,752
529
12,355
2,210
14,565
1.12
16,274
63
40
43
53
49
13
2
263
33
296
121
417
8
TIMBER FUNDS
On May 8, 2020, Rayonier Inc. and Rayonier, L.P. acquired Pope Resources. Pope Resources managed and
co-invested in three private equity timber funds, comprising 141,000 acres. Upon completion of the merger, we
became the manager of the timber funds, Fund II, Fund III, and Fund VI, and obtained interest in the Funds of 20%,
5%, and 15% respectively. In accordance with Generally Accepted Accounting Principles (“GAAP”), the Funds are
consolidated into our financial statements. See Note 6 - Noncontrolling Interests for additional details. When
referring to our proportionate ownership share of the Timber Funds segment, we will refer to the sums as “look-
through” totals.
These timberlands primarily comprised of Douglas-fir and western hemlock, as well as a small amount of other
softwood species, such as western red cedar. A small percentage also consists of other conifer and natural
hardwoods stands such as red alder. Predominantly our product mix is weighted toward sawtimber, which rely on
domestic markets, and to a lesser extent export markets.
We estimate that the gross timber inventory and merchantable timber inventory of the Timber Funds
timberlands were 1,181 MMBF and 643 MMBF, respectively, as of September 30, 2020. We estimate that the “look-
through” gross timber inventory and merchantable timber inventory of the Timber Funds timberlands were 136
MMBF and 74 MMBF as of September 30, 2020. For additional information, see Item 1 — Business — Discussion
of Timber Inventory and Sustainable Yield and Item 1A — Risk Factors.
The following table provides a breakdown of our Timber Funds timberlands acreage and timber inventory by
product and age class as of September 30, 2020 (inventory volumes at December 31 are used to calculate a
depletion rate for the upcoming year):
(volumes in MBF, except as noted)
Acres
(000’s)
Softwood
Pulpwood (e)
Softwood
Sawtimber (e)
Age Class
Commercial Forest
0 to 4 years (a)..................................................................
5 to 9 years.......................................................................
10 to 14 years...................................................................
15 to 19 years...................................................................
20 to 24 years...................................................................
25 to 29 years...................................................................
30 to 34 years...................................................................
35 to 39 years...................................................................
40 to 44 years...................................................................
45 to 49 years...................................................................
50+ years..........................................................................
Total Commercial Forest....................................................
Productive Forested Acres.................................................
Restricted Forest (b)........................................................
Total Forested Acres and Gross Inventory....................
Plus: Non-Forested Acres (c).............................................
Gross Acres......................................................................
Less: Pre-Merchantable Age Class Inventory (d)......................................................................................................
Less: Restricted Forest Inventory..............................................................................................................................
Total Merchantable Timber.....................................................................................................................................
Conversion factor for MBF to SGT............................................................................................................................
Total Merchantable Timber (thousands of SGT)..................................................................................................
—
—
—
—
52,505
75,950
124,104
98,992
57,148
74,713
402,401
885,813
—
—
—
—
10,220
4,842
6,866
3,115
1,388
1,323
3,482
31,236
15
13
10
12
10
7
9
6
4
4
30
120
120
14
134
7
141
258,486
1,144,299
5,190
36,426
Total
—
—
—
—
62,725
80,792
130,970
102,107
58,536
76,036
405,883
917,049
263,676
1,180,725
(274,487)
(263,676)
642,562
7.99
5,134
(a) 0 to 4 years includes clearcut acres not yet replanted.
(b)
(c)
(d)
(e)
Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
Includes roads, rights of way, and all other non-forested areas.
Includes inventory that is less than 35 years old or has a diameter breast height (DBH) of less than 16 inches in California.
Includes a minor component of hardwood in red alder and other species.
9
The following table provides a breakdown of our “look-through” Timber Funds timberlands acreage and timber
inventory by product and age class as of September 30, 2020:
(volumes in MBF, except as noted)
Acres
(000’s)
Softwood
Pulpwood (e)
Softwood
Sawtimber (e)
Age Class
Commercial Forest
0 to 4 years (a)....................................................................
5 to 9 years.........................................................................
10 to 14 years.....................................................................
15 to 19 years.....................................................................
20 to 24 years.....................................................................
25 to 29 years.....................................................................
30 to 34 years.....................................................................
35 to 39 years.....................................................................
40 to 44 years.....................................................................
45 to 49 years.....................................................................
50+ years............................................................................
Total Commercial Forest......................................................
Productive Forested Acres...................................................
Restricted Forest (b)..........................................................
Total Forested Acres and Gross Inventory......................
Plus: Non-Forested Acres (c)...............................................
Gross Acres........................................................................
Less: Pre-Merchantable Age Class Inventory (d)......................................................................................................
Less: Restricted Forest Inventory..............................................................................................................................
Total Merchantable Timber.....................................................................................................................................
Conversion factor for MBF to SGT............................................................................................................................
Total Merchantable Timber (thousands of SGT)..................................................................................................
—
—
—
—
5,470
10,317
15,606
11,005
7,627
9,772
44,525
104,322
—
—
—
—
1,157
620
852
268
168
189
468
3,722
2
1
1
1
1
1
1
1
1
1
3
14
14
2
16
1
17
27,764
132,086
624
4,346
Total
—
—
—
—
6,627
10,937
16,458
11,273
7,795
9,961
44,993
108,044
28,388
136,432
(34,021)
(28,388)
74,023
7.99
591
(a) 0 to 4 years includes clearcut acres not yet replanted.
(b)
(c)
(d)
(e)
Includes significant portions of riparian management zones, legally restricted forests, and environmentally sensitive areas.
Includes roads, rights of way, and all other non-forested areas.
Includes inventory that is less than 35 years old or has a diameter breast height (DBH) of less than 16 inches in California.
Includes a minor component of hardwood in red alder and other species.
REAL ESTATE
All of our U.S. and New Zealand land or leasehold sales, including HBU and non-HBU, are reported in our Real
Estate segment. We report our Real Estate sales in six categories:
•
•
•
•
•
•
Improved Development,
Unimproved Development,
Rural,
Timberland & Non-Strategic,
Large Dispositions, and
Conservation Easement
The Improved Development category comprises properties sold for development for which we, through a
taxable REIT subsidiary, have invested in site improvements such as infrastructure, roadways, utilities, amenities
and/or other improvements designed to enhance marketability and create parcels, pads and/or lots for sale.
The Unimproved Development category comprises properties sold for development for which we have not
invested in site improvements.
The Rural category comprises all real estate sales (excluding development sales) representing a demonstrable
premium above timberland value.
10
The Timberland & Non-Strategic category includes all U.S. and New Zealand real estate sales representing little
to no premium to timberland value. This category consists primarily of sales of property that management views as
non-strategic to our long-term portfolio as well as sales of property for capital allocation purposes that do not fit the
definition of a Large Disposition.
The Large Dispositions category includes sales of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value. Proceeds from Large Dispositions are generally used to fund
capital allocation priorities, such as share repurchases, debt repayment or acquisitions. Sales designated as Large
Dispositions are excluded from cash flow from operations and the calculation of Adjusted EBITDA and Cash
Available for Distribution (“CAD”). See Item 7 — Performance and Liquidity Indicators for the definition of Adjusted
EBITDA and CAD.
We maintain a detailed land classification analysis for all of our timberland and HBU acres. The vast majority of
our HBU properties are managed as timberland and generate cash flow from timber operations prior to their sale or,
in the case of Improved Development properties, prior to improvement.
Conservation Easements are the sale of development rights which preclude future development on the
underlying land but reserve our rights to continue to grow and harvest timber.
TRADING
Our Trading segment primarily reflects log trading activities in New Zealand and Australia conducted by our New
Zealand subsidiary. Our Trading segment complements the New Zealand Timber segment by providing added
market intelligence, increasing the scale of export operations and achieving cost savings that directly benefit the
New Zealand Timber segment. This additional market intelligence also benefits our Southern and Pacific Northwest
export log marketing efforts.
In the third quarter 2020, Matariki Forests Trading Ltd, entered into an export services joint venture with a third-
party forest manager. This joint venture is utilized by the New Zealand subsidiary to arrange sales, shipping and
export documentation services for exported logs for which an agency fee is charged. The New Zealand subsidiary,
in turn, provides support services on a cost recovery basis to the joint venture. Through the use of the joint venture,
we are able to increase scale efficiencies, market presence, and cost savings in both the Timber and Trading
segments.
For procured logs, the New Zealand subsidiary buys logs directly from other forest owners at New Zealand
ports and exports them through an agency agreement with the export service joint venture. Income from this
business is generated by achieving a sales margin over the purchase price of the procured logs. The New Zealand
subsidiary, through the Trading segment, also purchases standing timber from time to time, whereby it manages the
harvest and sale of the logs for approximately one to three years. In these instances, the cost of standing timber is
capitalized as a current asset on the Consolidated Balance Sheets and recognized as non-depletion cost of sales
when sold. Revenue generated from procured log sales reflects the full sales price of the logs and is recorded as
timber sales within the Trading segment. In 2020, Trading volume from procured logs was approximately 1.0 million
tons. Of this volume, approximately 433,000 tons were sourced from outside New Zealand, primarily Australia.
Approximately 492,000 tons were purchased directly from third parties in New Zealand, while the remaining 34,000
tons were harvested from stumpage purchases and managed harvest arrangements. Approximately 44% of third-
party purchases in New Zealand were purchased at spot prices, with the New Zealand subsidiary thereby assuming
some price risk on subsequent resale. The remaining 56% were purchased on a fixed margin basis, with the New
Zealand subsidiary earning either a fixed percentage of the net export revenue or a spread on the resale price
irrespective of subsequent price fluctuations. The New Zealand subsidiary generally seeks to mitigate its risk of loss
on procured logs by securing export orders prior to or concurrent with its spot purchases of logs.
The Trading segment also generates income from commissions and logistical services provided through our log
trading activities. This income is recorded in other operating (expense) income, net as log trading marketing fees.
FOREIGN SALES AND OPERATIONS
Sales from non-U.S. operations occur in our Real Estate, New Zealand Timber and Trading segments and
comprised approximately 34% of consolidated 2020 sales. See Note 7 — Segment and Geographical Information
for additional information.
11
COMPETITION
TIMBER
Timber markets in our Southern and Pacific Northwest regions are relatively fragmented with price being the
principal method of competition. In New Zealand, there are five other major private timberland owners accounting
for approximately 37% of New Zealand planted forests.
The following table provides an overview of certain major competitors in each of our Timber segments:
Segment
Southern Timber (a)
Pacific Northwest Timber (a)
Timber Funds (a)
Competitors
Weyerhaeuser Company
CatchMark Timber Trust
Hancock Timber Resource Group
Resource Management Service
Forest Investment Associates
Campbell Global
Weyerhaeuser Company
Hancock Timber Resource Group
Green Diamond Resource Company
Campbell Global
Port Blakely Tree Farms
State of Washington Department of Natural Resources
Bureau of Indian Affairs
Weyerhaeuser Company
Hancock Timber Resource Group
Green Diamond Resource Company
Campbell Global
Port Blakely Tree Farms
State of Washington Department of Natural Resources
Bureau of Indian Affairs
Sierra Pacific Industries
Fruit Growers Supply
New Forests (c)
Hearst Ranch (c)
W.M. Beaty & Associates (c)
U.S. Forest Service (c)
Michigan-California Timber Company (c)
New Zealand (b)
Hancock Natural Resource Group
Kaingaroa Timberlands
Ernslaw One
OneFortyOne Plantations
New Forests
In addition to the competitors listed, we also compete with numerous other large and small privately held timber companies.
(a)
(b) The New Zealand subsidiary competes with these and other smaller New Zealand timber companies for supply into New Zealand domestic
and export markets, predominantly China, South Korea and India. Logs supplied into Asian markets also compete with export supply from
other regions, including Europe, North America and Australia.
(c) These competitors are specific to Timber Fund III’s tree farm in California.
12
REAL ESTATE
In our Real Estate business, we compete with other owners of entitled and unentitled properties. Each property
has unique attributes, but overall quantity of supply and price for residential, commercial, industrial and rural
properties in the geographic areas in which we operate are the most significant competitive drivers.
TRADING
Our log trading operations are primarily based out of New Zealand and performed by our New Zealand
subsidiary. The New Zealand market remains very competitive with over 20 entities competing for export log supply
at different ports across the country. We are one of the larger log trading companies in the region with access to
multiple export ports and a range of different export markets.
CUSTOMERS
In 2020, no individual customer (or group of customers under common control) represented 10% or more of
2020 consolidated sales.
SEASONALITY
Across all our segments, results are normally not impacted significantly by seasonal changes. However,
significant wet weather in areas of our Southern Timber operations can hinder access for harvesting, thereby
temporarily reducing supply in the affected areas and generally strengthening prices. Conversely, extended dry
weather in an area tends to suppress prices as timber is more accessible for harvesting.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
We are subject to federal, state and local laws and regulations in the United States and New Zealand that
could affect our business, including those promulgated under the Foreign Corrupt Practices Act, Occupational
Safety and Health Act, Clean Water Act, Endangered Species Act, Washington Forest Practices Act, New Zealand
Resource Management Act, New Zealand Health & Safety At Work Act and various other environmental and safety
laws and regulations. Our operations also are subject to various international trade agreements, tariffs, taxes and
regulations. While we believe that we are in compliance in all material respects with all applicable governmental
regulations, current governmental regulations may change or become more stringent or unforeseen events may
occur, any of which could have a material adverse effect on our financial position or results of operations.
We are aware of hazardous substances at a former saw mill site located in Port Gamble, Washington, which
we acquired as part of our recent acquisition of Pope Resources. We have been identified as a “potentially liable
party” at the Port Gamble site and are presently working on cleanup and remediation under the Washington Model
Toxics Control Act, as well as the federal Comprehensive Environmental Response, Compensation and Liability Act
programs. We have determined that a liability has been incurred and that the amount of the loss can reasonably be
estimated. Accordingly, we have accrued amounts on our balance sheet for losses related to this site. Compliance
with environmental laws and regulations and our remedial environmental obligations historically have not had a
material impact on our operations, and we are not aware of any proposed regulations or remedial obligations that
could trigger significant costs or capital expenditures in connection with such compliance.
We have elected to be taxed as a REIT for U.S. federal tax purposes pursuant to the Internal Revenue Code of
1986 and related U.S. Treasury regulations and administrative guidance (“REIT Requirements”). We monitor and
test our compliance with all REIT Requirements and believe that we are in compliance in all material respects with
all such current requirements. In the event we are not in compliance, or in the event, current REIT Requirements
change in such a way as to preclude our continuing qualification as a REIT, such events could have a material
adverse effect on our financial position or results of operations.
Compliance with government regulations, including environmental regulations, has not had, and based on
current information and the applicable laws and regulations currently in effect, is not expected to have a material
effect on our capital expenditures, earnings or competitive position. However, laws and regulations may be
changed, accelerated or adopted that impose significant operational restrictions and compliance requirements upon
our company and which could negatively impact our operating results. See Item 1A - Risk Factors.
13
PORT GAMBLE ENVIRONMENTAL REMEDIATION
In the merger with Pope Resources, we acquired the town of Port Gamble, Washington. Portions of this
property require environmental remediation under federal and state environmental laws, and remediation activities
are currently ongoing. As such, through the preliminary purchase price allocation for the merger with Pope
Resources, we recognized environmental liabilities for the estimated fair value of liabilities assumed. See Note 2 -
Merger with Pope Resources for additional information on the preliminary allocation of purchase price. For
additional information on our environmental liabilities see Note 10 - Commitments and Note 13 - Environmental and
Natural Resource Damage Liabilities.
The sections below provide a history of the environmental matters in Port Gamble, Washington:
Discovery and Initial Actions
In Port Gamble, Washington, hazardous substances were previously discovered requiring environmental
remediation under federal and state environmental laws. The real estate subject to environmental remediation
requirements was the location of a sawmill operated by Pope & Talbot, Inc. (“P&T”) from 1853 to 1995. P&T
continued to lease various portions of the site for its operations until 2002. During the time P&T operated in Port
Gamble, it also conducted shipping, log storage, and log transfer operations in the tidal and subtidal waters of Port
Gamble Bay, some of which were under a lease from the Washington State Department of Natural Resources
(“DNR”) that lasted from 1974 to 2004. P&T’s operations resulted in the release of hazardous substances that
impacted the upland and submerged portions of the site. These substances include various hydrocarbons,
cadmium, and toxins associated with wood waste and the production of wood products.
Following the mill closure, the Washington State Department of Ecology (the “DOE”) began to examine the
environmental conditions at Port Gamble. Under Washington law, both Pope Resources and P&T were considered
by the DOE to be “potentially liable persons” (“PLPs”); Pope Resources because of its ownership of certain portions
of the site, and P&T because of its historical ownership and operation of the site. P&T and Pope Resources entered
into a settlement agreement in 2002 that allocated responsibility for environmental contamination at the townsite,
millsite, a solid waste landfill, and adjacent water to Pope Resources, with P&T assuming responsibility for funding
cleanup in the Port Gamble Bay and the other areas of the site that were impacted by its historical operations.
In 2005, both Pope Resources and P&T received Environmental Excellence Awards from DOE for their work in
remediating the contamination that had existed at the Port Gamble townsite and landfill. DOE also issued letters to
both parties in 2006 indicating that the agency expected to take no further action regarding conditions at those
portions of the site. Pope Resources continued cleaning up the remaining contamination at the millsite. By late
2005, the millsite portion of the site had largely been cleaned and the remaining aspects of that project consisted of
test well monitoring and modest additional remediation. The Port Gamble Bay area and related tidelands, for which
P&T was responsible under the parties’ settlement agreement, had not yet been remediated. In 2007, P&T filed for
bankruptcy protection and was eventually liquidated, leaving Pope Resources as the only remaining PLP. Because
environmental liabilities are joint and several as between PLPs, the result of P&T’s bankruptcy was to leave the
liability with Pope Resources as the only remaining solvent PLP.
In-water Cleanup
Beginning in 2010, DOE began to reconsider its expectations regarding the level of cleanup that would be
required for Port Gamble Bay, largely because of input from interested citizens and groups, one of the most
prominent being the Port Gamble S’Klallam Tribe. In response to input from these groups, DOE adopted
remediation levels that were far more stringent than either DOE or Pope Resources had contemplated previously. In
December 2013, Pope Resources and DOE entered into a consent decree that included a cleanup action plan
(“CAP”) requiring the removal of docks and pilings, excavation and backfilling of intertidal areas, subtidal dredging
and monitoring, and other specific remediation steps. The construction phase of the cleanup of the Port Gamble
Bay area and related tidelands began in September 2015 and the in-water portion of the cleanup was completed in
January 2017.
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Millsite Cleanup
With the in-water portion of the cleanup completed, there is expected to be relatively modest cleanup activity on
the millsite and a monitoring period. In February 2018, Pope Resources and DOE entered into an agreed order with
respect to the millsite under which Pope Resources performed a remedial investigation and feasibility study (“RI/
FS”) which it submitted to DOE for review in January 2019. Following the finalization of the RI/FS, Pope Resources
worked with DOE to develop a CAP. As with the in-water portion of the project, the CAP will define the scope of the
remediation activity for the millsite. The consent decree, which includes the CAP, was entered in Kitsap County
Superior Court on November 25, 2020.
Natural Resources Damages
In addition to the cleanup costs discussed previously, certain environmental laws allow state, federal, and tribal
trustees (collectively, the “Trustees”) to bring suit against property owners to recover natural resource damages
(“NRD”). Similar to cleanup responsibility, liability for NRD can attach to a property owner simply because an injury
to natural resources resulted from releases of hazardous substances on the owner’s property, regardless of
culpability for the release. Trustees have alleged that Pope Resources had NRD liability because of releases that
occurred on its property. Prior to the merger with Rayonier, Pope Resources began negotiations with the Trustees
for the purpose of identifying NRD restoration projects. Those negotiations are ongoing and may ultimately result in
agreement as to requested mitigation activities.
For additional information see Item 1A — Risk Factors.
RESEARCH AND DEVELOPMENT
The research and development activities of our timber operations include genetic seedling improvement, growth
and yield modeling, and applied silvicultural programs to identify management practices that will improve financial
returns from our timberlands. We also contribute to research cooperatives that undertake forestry research and
development.
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INFORMATION ABOUT OUR EXECUTIVE OFFICERS
David L. Nunes, 59, Mr. Nunes joined the Company in June 2014 as Chief Operating Officer, and shortly thereafter
assumed the role of President and CEO following the Company’s spin-off of its Performance Fibers business. Prior
to joining the Company, Mr. Nunes served as President and CEO of Pope Resources/Olympic Resource
Management from 2002 to 2014. He joined Pope in 1997 as director of portfolio management. The following year,
he was named Vice President of portfolio development, and then served two years as Senior Vice President of
acquisitions and portfolio development before being named President and COO in 2000. Previously, Mr. Nunes
spent nine years with the Weyerhaeuser Company, joining the organization in 1988 as a business analyst and
advancing through a number of leadership roles to become director of corporate strategic planning. Mr. Nunes
holds a Bachelors of Arts and Economics from Pomona College and an MBA from the Tepper School of Business at
Carnegie Mellon University.
Mark D. McHugh, 45, Mr. McHugh was appointed Senior Vice President and Chief Financial Officer in December
2014. He was previously Managing Director in the Real Estate Investment Banking group at Raymond James,
where he worked since 2008. Prior to joining Raymond James, Mr. McHugh was a Director in the Paper & Forest
Products Group within the Investment Banking Division at Credit Suisse, where he worked from 2000 to 2008. Mr.
McHugh received his B.S.B.A. in Finance from the University of Central Florida and his JD from Harvard Law
School.
Douglas M. Long, 50, Mr. Long currently serves as Senior Vice President, Forest Resources. Previously, he served
as Vice President, U.S. Operations from November 2014 to December 2015 and as Director, Atlantic Region, U.S.
Forest Resources from March 2014 to November 2014. He joined the Company in 1995 as a GIS Forestry Analyst
and has held multiple positions of increasing responsibility within the forestry division. Mr. Long holds bachelor’s and
master’s degrees in Forest Resources and Conservation from the University of Florida.
Christopher T. Corr, 57, Mr. Corr joined the Company in July 2013 and currently serves as Senior Vice President,
Real Estate Development and President, Raydient LLC. Prior to joining Rayonier, he served as Executive Vice
President, Buildings and Places for AECOM from 2008 to 2013. Prior to that, Mr. Corr held various positions with
The St. Joe Company between 1998 and 2008, most recently as Executive Vice President. From 1992 to 1998,
Mr. Corr was a senior manager with The Walt Disney Company, where he was a key member of the team that
developed the visionary town of Celebration near Orlando, Florida. From 1990-1992, Mr. Corr served as an elected
member of the Florida House of Representatives. He holds a Bachelor of Arts degree from the University of Florida
and has completed programs with the Harvard Real Estate Institute and the Wharton School of Business at
University of Pennsylvania.
Mark R. Bridwell, 58, Mr. Bridwell was promoted to Vice President and General Counsel in June 2014 and
assumed the role of Corporate Secretary in March 2015. He joined the Company in 2006 as Associate General
Counsel for Performance Fibers. In 2009, he became Associate General Counsel for Timber and Real Estate and in
2012 was promoted to Assistant General Counsel for Land Resources. Prior to joining Rayonier, Mr. Bridwell served
as counsel for six years at Siemens Corporation. Previously, he was an attorney for five years with the international
law firms of Jones, Day, Reavis & Pogue and Seyfarth, Shaw, Fairweather & Geraldson. Mr. Bridwell has a B.S.B.A.
in Finance from the University of Central Florida, and an MBA and JD from Emory University.
Shelby L. Pyatt, 50, Ms. Pyatt was named Vice President, Human Resources and Information Technology in July
2014. Ms. Pyatt joined Rayonier in 2003 as Manager, Compensation and became Director, Compensation and
Employee Services in 2006. She was named Director, Compensation, Benefits and Employee Services in 2009
before being promoted to her current position. Prior to joining Rayonier, Ms. Pyatt held human resources positions
with CSX Corporation and Barnett Bank. Ms. Pyatt holds a bachelor’s degree in Business Management.
W. Rhett Rogers, 44, Mr. Rogers was appointed to Vice President, Portfolio Management in February 2017. Mr.
Rogers oversees the Company’s acquisition and disposition activities, including HBU and non-strategic land sales,
as well as its land information systems function. He joined Rayonier in 2001 as a District Technical Forester, and
has held numerous roles of increasing responsibility, most recently as Director, Land Asset Management before
being promoted to his current position. Mr. Rogers holds a BS in Forestry from Louisiana Tech University, and both
an MBA and MS in Forest Resources from Mississippi State University.
April J. Tice, 47, Ms. Tice was promoted to Vice President, Financial Services and Corporate Controller in March
2019. In this position, she acts as the Company’s principal accounting officer. She joined Rayonier in 2010 and has
worked in various roles within the finance and financial reporting departments since that time. She previously served
as Director, Financial Services and Corporate Controller before being promoted to her current position. Prior to
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joining Rayonier, Ms. Tice served in various accounting and/or audit roles at Deloitte & Touche, the State of Florida
and two private companies located in Florida. Ms. Tice holds a Bachelor of Fine Arts from Florida State University
and a Master of Accountancy with a tax concentration from the University of North Florida. Ms. Tice is a Certified
Public Accountant in the State of Florida.
HUMAN CAPITAL
Rayonier is committed to creating an engaging and rewarding employee experience, as well as making safety a
priority in everything we do.
Our Culture and Employee Retention
We view our culture as an asset and believe that fostering a healthy culture is critical to achieving our goals of
being the preferred employer in the forestry industry and retaining key talent. We use various means to encourage
communication and information sharing across the organization.
Every two years we conduct a formal company-wide employee survey to provide anonymous feedback to
management. Survey results are benchmarked against our third-party provider’s global database, shared with
employees and also reviewed with our Board of Directors to help set non-financial goals for management.
Employee Development
We offer a comprehensive approach to training and development which includes micro- and on-demand
learning, classroom programs, coaching and mentoring, cross-functional assignments and conferences. We also
provide a tuition reimbursement program, which reimburses 80% of the costs of approved degree programs.
Workplace Safety
Safety is a way of life and a cornerstone of Rayonier’s culture — our key guiding principle is that all of our
employees and contractors should return home safely each day. To that end:
• We employ a systematic, four-pronged approach to developing and assimilating our safety principles: set
goals, communicate effectively, identify preventive measures and provide proper tools and training.
• We conduct meetings throughout our organization addressing key safety issues.
• We offer safety courses each year in areas such as: defensive driving, proper chainsaw use, ATV safety,
CPR certifications and first aid, emergency evacuation, slips, trips and falls, overhead hazards, fire
prevention, internal reporting of safety incidents, general forestry requirements and various other safety
topics.
We generally engage contractors to perform a number of critical functions, such as the planting of trees and the
harvesting and hauling of logs. Our safety management programs are designed to use a collaborative approach to
focus on both employee and contractor safety. For our employees, driving is generally deemed to be the most
hazardous activity associated with our business given the geographic dispersion of our assets. However, for our
contracted workforce, activities associated with tree felling, extraction of logs and log transportation are the most
critical risk areas.
In New Zealand, we have a comprehensive safety management program that includes both employees and
contractors pursuant to local laws and the Health & Safety at Work Act 2015. Similar industry practices and
regulations do not exist in the United States for contractors. Nonetheless, in addition to our employee safety
programs in the U.S., we initiated programs with our U.S. contractors to better educate them on safe work practices.
In 2020, our contractors published 9 safety alerts and completed 1,398 training courses on safe trucking.
Throughout the COVID-19 pandemic, we have remained focused on protecting the health and safety of our
employees and contractors, as well as their families and communities. Shortly after the outset of COVID-19, we
implemented a work-from-home model for office employees and instituted enhanced safety and social distancing
guidelines for field employees. This has enabled our Company and industry to continue to supply essential forest
products while optimizing workplace safety.
Employee Wellness
Our employee wellness program, Stay Strong, is designed to promote the overall health and well-being of our
employees by providing education, resources, and a financial investment in our employees’ wellness. Stay Strong
employs a comprehensive approach centered on four key areas: Health and Well-Being, Financial Wellness, Work-
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Life Balance and Emotional Health. This includes a comprehensive benefits package, flexible work arrangements
Life Balance and Emotional Health. This includes a comprehensive benefits package, flexible work arrangements
Life Balance and Emotional Health. This includes a comprehensive benefits package, flexible work arrangements
and generous paid time off as well as specific workshops ans programs tailored to locations.
and generous paid time off as well as specific workshops ans programs tailored to locations.
and generous paid time off as well as specific workshops ans programs tailored to locations.
Inclusion and Diversity
Inclusion and Diversity
Inclusion and Diversity
Rayonier is focused on promoting an inclusive and diverse workforce as we believe this plays an integral role in
Rayonier is focused on promoting an inclusive and diverse workforce as we believe this plays an integral role in
Rayonier is focused on promoting an inclusive and diverse workforce as we believe this plays an integral role in
maintaining an engaging employee experience. As of December 31, 2020, we had 413 employees, 314 in the U.S.
maintaining an engaging employee experience. As of December 31, 2020, we had 413 employees, 314 in the U.S.
maintaining an engaging employee experience. As of December 31, 2020, we had 413 employees, 314 in the U.S.
and 99 in New Zealand.
and 99 in New Zealand.
and 99 in New Zealand.
The following charts provide details on diversity at Rayonier as of December 31, 2020.
The following charts provide details on diversity at Rayonier as of December 31, 2020.
The following charts provide details on diversity at Rayonier as of December 31, 2020.
We are seeking to improve our gender and racial diversity and have initiated actions to increase the diversity of
We are seeking to improve our gender and racial diversity and have initiated actions to increase the diversity of
We are seeking to improve our gender and racial diversity and have initiated actions to increase the diversity of
qualified candidates. To this end, alongside other initiatives, we have assembled an internal team to further enhance
qualified candidates. To this end, alongside other initiatives, we have assembled an internal team to further enhance
qualified candidates. To this end, alongside other initiatives, we have assembled an internal team to further enhance
and improve our efforts around promoting a diverse and inclusive culture where all employees are supported,
and improve our efforts around promoting a diverse and inclusive culture where all employees are supported,
and improve our efforts around promoting a diverse and inclusive culture where all employees are supported,
empowered and valued. This team will guide policy objectives within our organization and identify initiatives to help
empowered and valued. This team will guide policy objectives within our organization and identify initiatives to help
empowered and valued. This team will guide policy objectives within our organization and identify initiatives to help
increase diversity within the broader forestry industry.
increase diversity within the broader forestry industry.
increase diversity within the broader forestry industry.
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AVAILABILITY OF REPORTS AND OTHER INFORMATION
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy
statements and amendments to those reports filed or furnished pursuant to Sections 13(a) or 14 of the Securities
Exchange Act of 1934 are made available to the public free of charge in the Investor Relations section of our
website, www.rayonier.com, shortly after we electronically file such material with, or furnish them to, the Securities
and Exchange Commission (“SEC”). Our corporate governance guidelines and charters of all committees of our
board of directors are also available on our website. The information on our website is not incorporated by reference
into this Annual Report on Form 10-K.
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Item 1A. RISK FACTORS
Our operations are subject to a number of risks. When considering an investment in our securities, you should
carefully read and consider these risks, together with all other information in this Annual Report on Form 10-K. If any
of the events described in the following risk factors actually occur, our business, financial condition or operating
results, as well as the market price of our securities, could be materially adversely affected.
ECONOMIC RISK FACTORS
We are exposed to the cyclicality of the markets in which we operate and other factors beyond our control,
which could adversely affect our results of operations.
Some of the industries in which our end-use customers participate, such as the construction and home building
industries, the global pulp, packaging and paper industries and the real estate industry, are cyclical in nature,
exposing us to risks beyond our control, including general macroeconomic conditions, both in the U.S. and globally,
as well as local economic conditions.
In our Timber segments, the level of residential construction activity, including home repair and remodeling
activity, is the primary driver of sawtimber demand. In addition, demand for logs can be affected by the demand for
wood chips in the pulp and paper and engineered wood products markets, as well as the bio-energy production
markets. The ongoing level of activity in these markets is subject to fluctuation due to future changes in economic
conditions, interest rates, credit availability, population growth, weather conditions, the ongoing COVID-19 pandemic
and other factors. Changes in global economic conditions, such as new timber supply sources and changes in
currency exchange rates, foreign interest rates and foreign and domestic trade policies, can also negatively impact
demand for our timber and logs. In addition, the industries in which our customers participate are highly competitive
and may experience overcapacity or reductions in demand, all of which may affect demand for and pricing of our
products.
In our Real Estate segment, our inability to sell our HBU properties at attractive prices could have a significant
effect on our results of operations. Demand for real estate can be affected by the availability of capital, changes in
interest rates, availability and terms of financing, changes in governmental agencies, changes in developer
confidence, actions by conservation organizations, actions by anti-development organizations, our ability to obtain
land use entitlements and other permits necessary for our development activities, local real estate market economic
conditions, competition from other sellers of land and real estate developers, the relative illiquidity of real estate
investments, employment rates, new housing starts, the ongoing COVID-19 pandemic, population growth,
demographics and federal, state and local land use, zoning and environmental protection laws or regulations
(including any changes in laws or regulations). In addition, changes in investor interest in purchasing timberlands
could reduce our ability to execute sales of non-strategic timberlands.
These macroeconomic and cyclical factors impacting our operations are beyond our control and, if such
conditions deteriorate, could have an adverse effect on our business.
Changes in energy and fuel costs could affect our results of operations and financial condition.
Energy costs are a significant operating expense for our logging and hauling contractors and for the contractors
who support the customers of our standing timber. Energy costs can be volatile and are susceptible to rapid and
substantial increases or decreases due to factors beyond our control, such as changing economic conditions,
changing environmental regulations, political unrest, instability in energy-producing nations, and supply and demand
considerations. Increases in the price of oil could adversely affect our business, financial condition and results of
operations. In addition, an increase in fuel costs, and its impact on the cost and availability of transportation for our
products, both domestically and internationally, and the cost and availability of third-party logging and hauling
contractors, could have a material adverse effect on the operating costs of our contractors and our standing timber
customers, as well as in defining economically accessible timber stands. Such factors could in turn have a material
adverse effect on our business, financial condition and results of operations, particularly in our Timber segments
and Trading segment.
The industries in which we operate are highly competitive.
The markets in which we operate are highly competitive, and we compete with companies that have
substantially greater financial resources than we do in each of these businesses. The competitive pressures relating
to our Timber and Timber Fund segments are primarily driven by quantity of product supply and quality of the timber
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offered by competitors in the domestic and export markets, each of which may impact pricing. With respect to our
Real Estate segment, we compete with other owners of entitled and unentitled properties. Each property has unique
attributes, but overall quantity of supply and price for residential, commercial, industrial and rural properties in the
geographic areas in which we operate are the most significant competitive drivers. The markets in which our
Trading segment operates are very competitive with numerous entities competing for export log supply at different
ports across New Zealand.
We are subject to risks associated with an increase in market interest rates.
One of the factors that may influence the price of our common shares is our annual dividend yield as compared
to yields on other financial instruments. Thus, an increase in market interest rates could result in higher yields on
other financial instruments and could adversely affect the relative attractiveness of an investment in the Company
and, accordingly, the trading price of our common shares. An increase in market interest rates could cause
increases in discount rates and, accordingly, a decline in property values and total returns for timberland assets. An
increase in market interest rates would also negatively impact financing costs on our floating rate debt as well as
any additional debt we may raise.
OPERATIONAL RISK FACTORS
Weather and other natural conditions may limit our timber harvest and sales.
Weather conditions, changes in timber growth cycles, limitations on access (for example, due to prolonged wet
conditions) and other factors, including damage by fire, insect infestation, disease, prolonged drought and natural
disasters such as wind storms and hurricanes, may limit harvesting of our timberlands. The volume and value of
timber that can be harvested from our timberlands may be reduced by any such occurrence and other causes
beyond our control. As is typical in the forestry industry, we do not maintain insurance for any loss to our timber,
including losses due to fire and these other causes. These and other factors beyond our control could reduce our
timber inventory and our sustainable yield, thereby adversely affecting our financial results and cash flows.
Entitlement and development of real estate entail a lengthy, uncertain and costly governmental approval
process, which could adversely affect our ability to grow the businesses in our Real Estate segment.
Entitlement and development of real estate entail extensive approval processes involving multiple regulatory
jurisdictions. It is common for a project to require multiple approvals, permits and consents from U.S. federal, state
and local governing and regulatory bodies. For example, in Florida, real estate projects must generally comply with
the provisions of the Community Planning Act and local land use, zoning and development regulations. In addition,
development projects in Florida that exceed certain specified regulatory thresholds (and are not located in a
jurisdiction classified as a dense urban land area or otherwise statutorily exempt) may require approval pursuant to
the Comprehensive Plan process standards. In Washington, land use and environmental laws including the State
Environmental Policy Act of 1971, Shoreline Management Act of 1971, Growth Management Act of 1990, and Land
Use Petition Act of 1995, together with consumer protection laws like the Land Development Act of 1973 and
Uniform Common Interest Ownership Act of 2018, and other state laws and corresponding local plans and
regulations, have tended over time to increase the costs, risks, and potential liabilities of land development projects
in that state and to give opponents of land development projects the increased ability to delay, prevent, and appeal
governmental approvals of those projects in some cases and to trigger in other cases the imposition by government
agencies of increased mitigation measures and other conditions of project approval. Compliance with these and
other regulations and standards is more time intensive and costly and may require additional long range
infrastructure review and approvals, which can add to project cost. In addition, development of properties containing
delineated wetlands may be affected by revisions to the definition of wetlands subject to state and/or federal
regulation and may require one or more permits from the U.S. federal government and/or state and local
governmental agencies. Any of these issues can materially affect the cost, timing and economic viability of our real
estate projects.
The real estate entitlement process is frequently a political one, which involves uncertainty and often extensive
negotiation and concessions in order to secure and maintain the necessary approvals and permits. In the U.S., a
significant amount of our development property is located in jurisdictions in which local governments face
challenging issues relating to growth and development, including zoning and future land use, public services, water
availability, transportation and other infrastructure, concurrency requirements, affordable housing, land conservation
efforts, and funding for same, and the requirements of state law, especially in the case of Florida under the
Community Planning Act process standards and in Washington under growth management. In addition, anti-
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development groups are active, especially in Florida and Washington, in filing litigation to oppose particular
entitlement activities and development projects, and in seeking legislation and other anti-development limitations on
real estate development activities. We expect this type of anti-development activity to continue in the future.
Entitlement and development of real estate are also subject to lengthy, uncertain and costly implementation
processes. Real estate development requires adequate soil and land conditions, water resources, access and utility
infrastructure, labor force, and weather conditions. Requirements for these items may vary depending upon the
contemplated development of the land for residential, commercial or industrial users, and may change from time to
time, including from the period of entitlement to the delivery of a developed property. Large-scale developments
may involve commitments from government agencies or third parties related to the delivery of infrastructure
improvements (such as roads, bridges, sidewalks, water, sewer and other utilities), the certainty and timing of which
are outside of our control. An adverse change in any of these items – including unexpected changes caused by the
COVID-19 pandemic, which are continuing – could materially affect the cost, timing and economic viability of our
real estate projects.
Changes in the laws, or interpretation or enforcement thereof, regarding the use and development of real
estate, changes in the political composition of state and local governmental bodies, impacts from the pandemic, and
the identification of new facts regarding our properties could lead to new or greater costs, delays and liabilities that
could materially adversely affect our business, profitability or financial condition.
Coronavirus (COVID-19) Pandemic.
The novel coronavirus (COVID-19) outbreak could materially adversely affect our financial condition and results
of operations.
Epidemics, pandemics or other such crises or public health concerns in regions of the world where we have
operations or sell products, could result in the disruption of our business. Specifically, the ongoing COVID-19
outbreak has resulted in increased travel restrictions and extended shutdowns of certain businesses around the
world, as well as a deterioration of general economic conditions. These or any governmental or other regulatory
developments or health concerns in countries in which we operate or export to could result in operational
restrictions or social and economic instability, or labor shortages. At this point in time, there is substantial uncertainty
relating to the potential impact of COVID-19 on our business. Infections may continue to spread, which could limit
our ability to timely harvest, sell and transport our timber, restrict our operations or cause supply chain disruptions
for us and our customers. In addition, we also face risks and costs associated with implementation of business
continuity plans and modified work conditions, including making required resources available to our workforce to
enable them to continue essential work. Any of these developments could have a negative impact on our business,
financial condition and operating results. In addition, the COVID-19 pandemic could continue to adversely affect the
economies and markets of many countries, resulting in a further economic downturn that could impact the pricing or
demand for timber, real estate, and especially housing, which could have an adverse effect on our business,
operating results and financial condition, as well as market value of our securities. Further, our customers may be
negatively impacted due to the general decline in business and operating conditions and constraints on their own
liquidity and access to capital relating to COVID-19, which could increase our counterparty credit exposure. The
continued spread of COVID-19 has also led to disruption and volatility in the global capital markets. This could lead
to further volatility in interest and exchange rates, increase our cost of capital, and adversely impact our access to
capital, credit ratings or overall liquidity.
We depend on third parties for logging and transportation services and increases in the costs or decreases
in the availability of quality service providers could adversely affect our business.
Our Timber segments depend on logging and transportation services provided by third parties, both
domestically and internationally, including by railroad, trucks, or ships. If any of our transportation providers were to
fail to deliver timber supply or logs to our customers in a timely manner, or were to damage timber supply or logs
during transport, we may be unable to sell it at full value, or at all. During the global financial crisis and subsequent
downturn in U.S. housing starts, timber harvest volumes declined significantly. As a result, many logging
contractors, particularly cable logging operators in the western U.S., permanently shut down their operations. As
harvest levels have returned to higher levels with the recovery in U.S. housing starts, this shortage of logging
contractors has resulted in sharp increases in logging costs and more limited availability of logging contractors. It is
expected that the supply of qualified logging contractors will be impacted by the availability of debt financing for
equipment purchases as well as the availability of adequately trained loggers. As housing starts continue to recover,
harvest levels are expected to increase, placing more pressure on the existing supply of logging contractors. Any
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significant failure or unavailability of third-party logging or transportation providers, or increases in transportation
rates or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the extent
logging contractors cannot be secured at a competitive cost. Such events could harm our reputation, negatively
affect our customer relationships and adversely affect our business.
We are subject to risks associated with doing business outside of the U.S.
Although the majority of our customers are in the U.S., a significant portion of our sales are to end markets
outside of the U.S., including China, South Korea, Japan, India, and New Zealand. The export of our products into
international markets results in risks inherent in conducting business pursuant to international laws, regulations and
customs. We expect that international sales will continue to contribute to future growth. The risks associated with
our business outside the U.S. include:
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changes in and reinterpretations of the laws, regulations and enforcement priorities of the countries in which
our products are sold;
responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar
anti-bribery laws in other jurisdictions;
trade protection laws, policies and measures and other regulatory requirements affecting trade and
investment, including loss or modification of exemptions for taxes and tariffs, imposition of new tariffs and
duties and import and export licensing requirements;
continuing negative impacts from the imposition and/or threatened imposition of substantial tariffs on forest
products imports into China in connection with current trade tensions between China and the U.S.;
business disruptions arising from public health crises and outbreaks of communicable diseases, especially
in China, including the outbreak of the virus known as the coronavirus;
difficulty in establishing, staffing and managing non-U.S. operations;
product damage or losses incurred during shipping;
potentially negative consequences from changes in or interpretations of tax laws;
economic or political instability, inflation, recessions and interest rate and exchange rate fluctuations;
uncertainties regarding non-U.S. judicial systems, rules and procedures; and
These risks could adversely affect our business, financial condition and results of operations.
Our estimates of timber inventories and growth rates may be inaccurate, which could impair our ability to
realize expected revenues.
We rely upon estimates of merchantable timber inventories (which include judgments regarding inventories that
may be lawfully and economically harvested), timber growth rates and end-product yields when acquiring and
managing working forests. These estimates, which are inherently inexact and uncertain in nature, are central to
forecasting our anticipated timber revenues and expected cash flows. Growth rates and end-product yield estimates
are developed using statistical sampling, harvest results and growth and yield modeling, in conjunction with industry
research cooperatives and by in-house forest biometricians, using measurements of trees in research plots spread
across our timberland holdings. The growth equations predict the rate of height and diameter growth of trees so that
foresters can estimate the volume of timber that may be present in a tree stand at a given age. Tree growth varies
by species, soil type, geographic area, and climate. Errors in or inappropriate application of growth equations in
forest management planning may lead to inaccurate estimates of future volumes. If the assumptions we rely upon
change or these estimates are inaccurate, our ability to manage our timberlands in a sustainable or profitable
manner may be diminished, which may cause our results of operations and our stock price to be adversely affected.
Our businesses are subject to extensive environmental laws and regulations that may restrict or adversely
affect our ability to conduct our business.
Environmental laws and regulations are constantly changing and are generally becoming more restrictive. Laws,
regulations and related judicial decisions and administrative interpretations affecting our business are subject to
change, and new laws and regulations are frequently enacted. These changes may adversely affect our ability to
harvest and sell timber, remediate contaminated properties and/or entitle real estate. These laws and regulations
may relate to, among other things, the protection of timberlands and endangered species, recreation and aesthetics,
protection and restoration of natural resources, surface water quality, timber harvesting practices, and remedial
standards for contaminated property and groundwater. Over time, the complexity and stringency of these laws and
23
regulations have increased and the enforcement of these laws and regulations has intensified. For example, the
U.S. Environmental Protection Agency (“EPA”) has pursued a number of initiatives that, if implemented, could
impose additional operational and pollution control obligations on industrial facilities like those of Rayonier’s
customers, especially in the area of air emissions and wastewater and stormwater control. In addition, as a result of
certain judicial rulings and state and federal initiatives, including some that would require timberland operators to
obtain permits to conduct certain ordinary course forestry activities, silvicultural practices on our timberlands could
be impacted in the future. Environmental laws and regulations will likely continue to become more restrictive and
over time could adversely affect our business, financial condition and results of operations.
If regulatory and environmental permits are delayed, restricted or rejected, a variety of our operations could be
adversely affected. We are required to seek permission from government agencies in the states and countries in
which we operate to perform certain activities related to our properties. Any of these agencies could delay review of,
or reject, any of our filings. In our Southern Timber, Pacific Northwest Timber, New Zealand Timber and Timber
Fund segments, any delay associated with a filing could result in a delay or restriction in replanting, thinning, insect
control, fire control or harvesting, any of which could have an adverse effect on our operating results. For example,
in Washington State, we are required to file a Forest Practice Application for each unit of timberland to be harvested.
These applications may be denied, conditioned or restricted by the regulatory agency. Actions by the regulatory
agencies could delay or restrict timber harvest activities pursuant to these permits. Delays or harvest restrictions on
a significant number of applications could have an adverse effect on our operating results.
Environmental groups and interested individuals may seek to delay or prevent a variety of operations. We
expect that environmental groups and interested individuals will intervene with increasing frequency in the
regulatory processes in the states and countries where we own, lease or manage timberlands. For example, in
Washington State, environmental groups and interested individuals may appeal individual forest practice
applications or file petitions with the Forest Practices Board to challenge the regulations under which forest
practices are approved. These and other challenges could materially delay or prevent operations on our properties.
For example, interveners at times may bring legal action in Florida in opposition to entitlement and change of use of
timberlands to commercial, industrial or residential use. Delays or restrictions due to the intervention of
environmental groups or interested individuals could adversely affect our operating results. In addition to
intervention in regulatory proceedings, interested groups and individuals may file or threaten to file lawsuits that
seek to prevent us from obtaining permits, implementing capital improvements or pursuing operating plans. Any
threatened or actual lawsuit could delay harvesting on our timberlands, affect how we operate or limit our ability to
modify or invest in our real estate. Among the remedies that could be enforced in a lawsuit is a judgment preventing
or restricting harvesting on a portion of our timberlands.
Third-party operators may create environmental liabilities. We lease and/or grant easements across some of our
properties to third-party operators for the purpose of operating communications towers, generating renewable
energy (wind and solar), operating pipelines for the transport of gases and liquids, and exploring, extracting,
developing and producing oil, gas, rock and other minerals. These activities are subject to federal, state and local
laws and regulations. These operations may also create risk of environmental liabilities for an unlawful discharge of
oil, gas, chemicals or other materials into the air, soil or water. Generally, these third-party operators indemnify us
against any such liability, and we require that they maintain liability insurance to the extent practical to do so.
However, if for any reason our third-party operators are not able to honor their obligations to us, or if insurance is
not in effect, then it is possible that we could be responsible for costs associated with environmental liabilities
caused by such third-party operators.
The impact of existing regulatory restrictions on future harvesting activities may be significant. U.S. federal,
state and local laws and regulations, as well as those of other countries, which are intended to protect threatened
and endangered species, as well as waterways and wetlands, limit and may prevent timber harvesting, road
building and other activities on our timberlands. Restrictions relating to threatened and endangered species apply to
activities that would adversely impact a protected species or significantly degrade its habitat. The size of the
restricted area varies depending on the protected species, the time of year and other factors, but can range from
less than one acre to several thousand acres. A number of species that naturally live on or near our timberlands,
including, among others, the northern spotted owl, marbled murrelet, several species of salmon and trout in the
Pacific Northwest, and the red cockaded woodpecker, red hills salamander, Louisiana pine snake and eastern
indigo snake in the Southeast, are protected under the Federal Endangered Species Act (the “ESA”) or similar U.S.
federal and state laws. A significant number of other species, such as the southeastern gopher tortoise are currently
under review for possible protection under the ESA. As we gain additional information regarding the presence of
threatened or endangered species on our timberlands, or if other regulations, such as those that require buffers to
24
protect water bodies, become more restrictive, the amount of our timberlands subject to harvest restrictions could
increase.
We formerly owned or operated or may own or acquire timberlands or properties that may require
environmental remediation or otherwise be subject to environmental and other liabilities. We owned or operated
manufacturing facilities and discontinued operations that we do not currently own, and we may currently own or may
acquire timberlands and other properties in the future that are subject to environmental liabilities, such as
remediation of soil, sediment and groundwater contamination and other existing or potential liabilities. In connection
with the spin-off of our Performance Fibers business, and pursuant to the related Separation and Distribution
Agreement between us and Rayonier Advanced Materials, Rayonier Advanced Materials has assumed any
environmental liability of ours in connection with the manufacturing facilities and discontinued operations related to
the Performance Fibers business and has agreed to indemnify and hold us harmless in connection with such
environmental liabilities. However, in the event we seek indemnification from Rayonier Advanced Materials, we
cannot provide any assurance that a court will enforce our indemnification right if challenged by Rayonier Advanced
Materials or that Rayonier Advanced Materials will be able to fund any amounts for indemnification owed to us. In
addition, the cost of investigation and remediation of contaminated timberlands and properties that we currently own
or acquire in the future could increase operating costs and adversely affect financial results. We could also incur
substantial costs, such as civil or criminal fines, sanctions and enforcement actions (including orders limiting our
operations or requiring corrective measures, installation of pollution control equipment or other remedial actions),
clean-up and closure costs, and third-party claims for property damage and personal injury as a result of violations
of, or liabilities under, environmental laws and regulations related to such timberlands or properties.
REIT AND TAX-RELATED RISK FACTORS
Loss of our REIT status would adversely affect our cash flow and stock price.
We intend to continue to operate in accordance with REIT requirements pursuant to the Internal Revenue Code
of 1986, as amended (the “Code”), and related U.S. Treasury regulations and administrative guidance. Qualification
as a REIT involves the application of highly technical and complex provisions of the Code, which are subject to
change, perhaps retroactively, and which are not within our control. We cannot assure that we will remain qualified
as a REIT or that new legislation, U.S. Treasury regulations, administrative interpretations or court decisions will not
significantly affect our ability to remain qualified as a REIT or the U.S. federal income tax consequences of such
qualification.
We continually monitor and test our compliance with all REIT requirements. In particular, we regularly test our
compliance with the REIT “asset tests,” which require generally that, at the close of each calendar quarter: (1) at
least 75% of the market value of our total assets must consist of REIT-qualifying interests in real property (such as
timberlands), including leaseholds and options to acquire real property and leaseholds, as well as cash and cash
items and certain other specified assets, (2) no more than 25% of the market value of our total assets may consist
of other assets that are not qualifying assets for purposes of the 75% test in clause (1) above, and (3) no more than
20% (25% for calendar years prior to 2018) of the market value of our total assets may consist of the securities of
one or more “taxable REIT subsidiaries.” As of December 31, 2020, Rayonier is in compliance with these asset
tests.
If in any taxable year we fail to qualify as a REIT and are not entitled to relief under the Code, we will not be
allowed a deduction for dividends paid to shareholders in computing our taxable income and we will be subject to
U.S. federal income tax on our REIT taxable income. In addition, we will be disqualified from qualification as a REIT
for the four taxable years following the year during which the qualification was lost, unless we are entitled to relief
under certain provisions of the Code. As a result, our net income and the cash available for distribution to our
shareholders could be reduced for up to five years or longer, which could have a material adverse effect on our
financial condition.
If we fail to remain qualified as a REIT, we may also need to borrow funds or liquidate some investments or
assets to pay any resulting additional tax liability. Accordingly, cash available for distribution to our shareholders
would be reduced.
Certain of our business activities are potentially subject to prohibited transactions tax.
As a REIT, we will be subject to a 100% tax on any net income from “prohibited transactions.” In general,
prohibited transactions are sales or other dispositions of property to customers in the ordinary course of business.
25
Sales of logs, and dealer sales of timberlands or other real estate, constitute prohibited transactions unless the sale
satisfies certain safe harbor provisions in the Code.
We intend to avoid the 100% prohibited transactions tax by complying with the prohibited transaction safe
harbor provisions and conducting activities that would otherwise be prohibited transactions through one or more
taxable REIT subsidiaries. We may not, however, always be able to identify timberland properties that become part
of our “dealer” real estate sales business. Therefore, if we sell timberlands which we incorrectly identify as property
not held for sale to customers in the ordinary course of business, we may be subject to the 100% prohibited
transactions tax.
Failure of Operating Partnership to maintain status as a partnership for U.S. federal income tax purposes.
We believe our Operating Partnership qualifies as a partnership for U.S. federal income tax purposes. As a
partnership, our Operating Partnership is not subject to U.S. federal income tax on its income. Instead, each of the
partners is allocated its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS
will not challenge the status of our Operating Partnership as a partnership for U.S. federal income tax purposes. If
the IRS were to successfully challenge the status of our Operating Partnership as a partnership, it would be taxable
as a corporation. In such event, this would reduce the amount of distributions that our Operating Partnership could
make, which could have further implications as to our ability to maintain our status as a REIT. This would
substantially reduce our cash available to pay distributions and the return on a unitholder and/or shareholder’s
investment.
Our cash dividends and Operating Partnership distributions are not guaranteed and may fluctuate.
Generally, REITs are required to distribute 90% of their ordinary taxable income, but not their net capital gains
income. Accordingly, we do not generally believe that we are required to distribute material amounts of cash since
substantially all of our taxable income is generally treated as capital gains income. However, a REIT must pay
corporate level tax on its undistributed taxable income and capital gains.
Our Board of Directors, in its sole discretion, determines the amount of quarterly dividends to be paid to our
shareholders based on consideration of a number of factors. These factors include, but are not limited to, our results
of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and
other factors, including debt covenant restrictions that may impose limitations on cash payments, future acquisitions
and divestitures, harvest levels, changes in the price and demand for our products and general market demand for
timberlands, including those timberland properties that have higher and better uses. Consequently, our dividend
levels may fluctuate. Because our Operating Partnership distributions are aligned with the dividend, such
distributions may also fluctuate.
Lack of shareholder ownership and transfer restrictions in our articles of incorporation may affect our
ability to qualify as a REIT.
In order to qualify as a REIT, an entity cannot have five or fewer individuals who own, directly or indirectly after
applying attribution of ownership rules, 50% or more of the value of its outstanding shares during the last six months
in each calendar year. Although it is not required by law or the REIT provisions of the Code, almost all REITs have
adopted ownership and transfer restrictions in their articles of incorporation or organizational documents which seek
to assure compliance with that rule. While we are not in violation of the ownership rules, we do not have, nor do we
have any current plans to adopt, share ownership and transfer restrictions. As such, the possibility exists that five or
fewer individuals could acquire 50% or more of the value of our outstanding shares, which could result in our
disqualification as a REIT.
GENERAL RISK FACTORS
We are subject to risks associated with the discontinuation of LIBOR.
The U.K. Financial Conduct Authority announced in 2017 that it intends to phase out the London Interbank
Offered Rate (“LIBOR”) by the end of 2021. While the original deadline may be extended, changes in the method of
calculating LIBOR, or the replacement of LIBOR with an alternative rate or benchmark, may adversely affect interest
rates and could result in higher borrowing costs. In addition, if changes are made to the method of calculating
LIBOR or LIBOR ceases to exist, we may need to amend certain contracts, including our credit facility and swap
arrangements, and we cannot predict what alternative rate or benchmark would be negotiated. This may also result
in an increase in our interest rate expense.
26
The impacts of climate-related initiatives, at the international, U.S. federal and state levels, remain uncertain
at this time.
There continue to be numerous international, U.S. federal and state-level initiatives and proposals to address
domestic and global climate issues. Within the U.S., most of these proposals would regulate and/or tax the
production of carbon dioxide and other “greenhouse gases” to facilitate the reduction of carbon compound
emissions into the atmosphere, and provide tax and other incentives to produce and use “cleaner” energy.
In late 2009, the EPA issued an “endangerment finding” under the Clean Air Act with respect to certain
greenhouse gases, leading to the regulation of carbon dioxide as a pollutant under the Clean Air Act and having
significant ramifications for Rayonier and the industry in general. In this regard, the EPA has published various
regulations, affecting the operation of existing and new industrial facilities that emit carbon dioxide. As a result of the
EPA’s decision to regulate greenhouse gases under the Clean Air Act, states will now have to consider them in
permitting new or modified facilities.
Overall, it is reasonably likely that legislative and regulatory activity in this area will in some way affect Rayonier
and the U.S. customers of our Southern Timber, Pacific Northwest Timber and Timber Fund segments, but it is
unclear at this time what the nature of the impact will be. We continue to monitor political and regulatory
developments in this area, but their overall impact on Rayonier, from a cost, benefit and financial performance
standpoint, remains uncertain at this time. In addition, the EPA has yet to finalize the treatment of biomass under
greenhouse gas regulatory schemes, leaving Rayonier’s biomass customers in a position of uncertainty.
Item 1B. UNRESOLVED STAFF COMMENTS
None.
27
Item 2. PROPERTIES
Our timber operations are comprised of our core timberland holdings, which are disaggregated into three
geographically distinct reporting segments: Southern Timber, Pacific Northwest Timber and New Zealand Timber in
addition to our timber fund holdings, which represents our ownership in Timber Funds II, III and IV. The following
table provides a breakdown of our timberland holdings as of September 30, 2020 and December 31, 2020:
(acres in 000s)
As of September 30, 2020
As of December 31, 2020
Owned
Leased
Total
Owned
Leased
Total
Core Timberland Holdings
Southern
Alabama
Arkansas
Florida
Georgia
Louisiana
Oklahoma
South Carolina
Texas
Pacific Northwest
Oregon
Washington
New Zealand (a)
Total
226
—
328
608
140
92
16
183
1,593
61
442
503
185
2,281
14
7
63
72
—
—
—
—
156
—
4
4
231
391
240
7
391
680
140
92
16
183
1,749
61
446
507
416
2,672
223
—
327
602
140
92
16
181
1,581
61
442
503
185
2,269
14
6
61
71
—
—
—
—
152
—
4
4
232
388
237
6
388
673
140
92
16
181
1,733
61
446
507
417
2,657
(a)
Represents legal acres owned and leased by the New Zealand subsidiary, in which Rayonier owns a 77% interest. As of December 31,
2020, legal acres in New Zealand were comprised of 296,000 plantable acres and 121,000 non-productive acres.
(acres in 000s)
Timber Funds
Oregon............................................
Washington.....................................
California.........................................
Total...............................................
Timber Fund Holdings
As of September 30, 2020
As of December 31, 2020
Total
Look-through
Total
Look-through
51
71
19
141
7
9
1
17
51
71
19
141
7
9
1
17
28
(acres in 000s)
As of September 30, 2020
As of December 31, 2020
Total Timberland Under Management
Total
Total
Southern...................................................................
Pacific Northwest......................................................
New Zealand.............................................................
Timber Funds............................................................
Total.........................................................................
1,749
507
416
141
2,813
1,733
507
417
141
2,798
The following tables detail changes in our portfolio of owned and leased timberlands by state from
December 31, 2019 to December 31, 2020:
(acres in 000s)
Southern
Alabama
Florida
Georgia
Louisiana
Mississippi
Oklahoma
South Carolina
Texas
Pacific Northwest
Oregon
Washington
New Zealand (b)
Total
December 31,
2019
Acquisitions
Sales
Other (a)
December 31,
2020
Acres Owned
226
331
628
128
67
92
18
184
1,674
61
318
379
185
2,238
—
—
—
12
—
—
—
—
12
—
120
120
—
132
(3)
(9)
(26)
—
(67)
—
(2)
(3)
(110)
—
—
—
—
(110)
—
5
—
—
—
—
—
—
5
—
4
4
—
9
223
327
602
140
—
92
16
181
1,581
61
442
503
185
2,269
(a)
(b)
Includes adjustments for land mapping reviews.
Represents legal acres owned by the New Zealand subsidiary, in which Rayonier has a 77% interest.
29
(acres in 000s)
Southern
Alabama
Arkansas
Florida
Georgia
Pacific Northwest
Washington
New Zealand (c)
Total
December 31,
2019
New Leases
Acres Leased
Sold/Expired
Leases (a)
Other (b)
December 31,
2020
14
7
63
77
161
—
229
390
—
—
—
—
—
4
3
7
—
(1)
(2)
(6)
(9)
—
—
(9)
—
—
—
—
—
—
—
—
14
6
61
71
152
4
232
388
Includes acres previously under lease that have been harvested and activity for the relinquishment of leased acres.
Includes adjustments for land mapping reviews.
(a)
(b)
(c) Represents legal acres leased by the New Zealand subsidiary, in which Rayonier has a 77% interest.
The following table details activity in our timber fund holdings by state from December 31, 2019 to
December 31, 2020:
(acres in 000s)
Fund II
Oregon.........................................
Washington..................................
Total Fund II
Look-through share of Fund II
Fund III
Oregon.........................................
Washington..................................
California......................................
Total Fund III
Look-through share of Fund III
Fund IV..............................................
Oregon.........................................
Washington..................................
Total Fund IV
Look-through share of Fund IV
Total Timber Funds..........................
Look-through share of Funds.........
December 31,
2019
Acquisitions
Sales
Other
December 31,
2020
Acres Owned
18
13
31
6
13
25
19
57
3
20
33
53
8
141
17
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
18
13
31
6
13
25
19
57
3
20
33
53
8
141
17
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
30
TIMBERLAND LEASES & DEEDS
See Note 5 - Leases for more information on U.S. and New Zealand timberland leases including lease terms
and renewal provisions.
The following table details our acres under lease as of December 31, 2020 by type of lease and estimated lease
expiration:
(acres in 000s)
Location
Southern.............. Fixed Term
Type of Lease
Fixed Term with Renewal Option (a)
Pacific Northwest. Fixed Term (b)
New Zealand....... CFL - Perpetual (c)
CFL - Fixed Term (c)
CFL - Terminating (c)
Forestry Right (c)
Fixed Term Land Leases
Total Acres under Long-term Leases...........................
Lease Expiration
Total
2021-2030
2031-2040
2041-2050
Thereafter
138
14
4
77
3
9
127
16
388
90
7
—
—
—
1
18
—
116
42
7
1
—
—
—
26
—
76
—
—
2
—
—
8
9
2
21
6
—
1
77
3
—
74
14
175
Includes approximately 6,000 acres of timber deeds.
(a)
(b) Primarily timber reservations acquired in the merger with Pope Resources.
(c) Estimated lease expiration / termination based on the earlier of: (1) the scheduled expiration / termination date, or (2) the estimated year of
final harvest before such expiration / termination date.
The following table details our estimated leased acres, lease expirations and lease costs over the next five years:
(acres and dollars in 000s, except per acre amounts)
Location
Southern..................
2021
2022
2023
2024
2025
Pacific Northwest ...
New Zealand...........
Leased Acres Expiring (a)
Year-end Leased Acres (a)
Estimated Annual Lease Cost (a)(b)
Average Lease Cost per Acre (a)
6
146
$4,333
$29.56
11
135
$4,009
$30.03
35
100
$3,783
$31.40
3
97
27
70
$3,150
$34.44
$3,061
$34.65
Leased Acres Expiring
Year-End Leased Acres (c)
—
4
—
4
—
4
—
4
—
4
Leased Acres Expiring
Year-end Leased Acres
Estimated Annual Lease Cost (b)(e)
Average Lease Cost per Acre (d)(e)
—
232
$4,446
$23.63
11
221
$4,382
$23.56
—
221
$4,382
$23.56
—
221
$4,382
$23.56
1
220
$4,382
$23.56
Includes timber deeds.
(a)
(b) Represents capitalized and expensed lease payments.
(c) Primarily timber reservations acquired in the merger with Pope Resources for which no lease payments are made.
(d) Excludes lump sum payments.
(e) Based on the year-end foreign exchange rate.
OTHER NON-TIMBERLAND LEASES
See Note 5 - Leases for information on other non-timberland leases.
31
Item 3.
LEGAL PROCEEDINGS
The information set forth under Note 12 — Contingencies is incorporated herein by reference.
Item 4.
MINE SAFETY DISCLOSURES
Not applicable.
32
PART II
Item 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Rayonier Inc.
MARKET FOR THE REGISTRANT’S COMMON EQUITY
Rayonier Inc.’s common shares are publicly traded on the NYSE, the only exchange on which our shares are
listed, under the trading symbol RYN. Shares of the Company have no par value.
DIVIDENDS
Common stock cash dividends during the years ended December 31, 2020, 2019 and 2018 aggregated to
$1.08, $1.08 and $1.06, respectively.
HOLDERS
Including institutional holders, there were approximately 5,170 shareholders of record of our common shares on
February 12, 2021.
UNREGISTERED SALES OF EQUITY SECURITIES
From time to time, the Company may issue shares of common stock in exchange for units in the Operating
Partnership. Such shares are issued based on an exchange ratio of one common share for each unit in the
Operating Partnership. During the quarter ended December 31, 2020, the Company issued 16,253 common shares
in exchange for an equal number of units in the Operating Partnership pursuant to the Operating Partnership
agreement.
ISSUER REPURCHASES
In February 2016, the Board of Directors approved the repurchase of up to $100 million of Rayonier’s common
shares (the “share repurchase program”) to be made at management’s and the Board of Directors’ discretion. The
program has no time limit and may be suspended or discontinued at any time. There were no shares repurchased
under this program in the fourth quarter of 2020. Based on the period-end closing stock price of $29.38 at
December 31, 2020, there was $87.7 million, or approximately 2,985,992 shares, remaining under this program.
The following table provides information regarding our purchases of Rayonier common shares during the
quarter ended December 31, 2020:
Period
October 1 to October 31................................
November 1 to November 30........................
December 1 to December 31........................
Total..................................
Total
Number of
Shares
Purchased
(a)
—
29
—
29
Average
Price
Paid per
Share
—
$27.70
—
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (b)
Maximum Number
of Shares that
May Yet Be
Purchased Under
the Plans or
Programs (c)
—
—
—
—
3,456,598
3,114,251
2,985,992
(a)
Includes the Company’s common shares purchased from employees in non-open market transactions. The shares were sold by employees
of the Company in exchange for cash that was used to pay withholding taxes associated with the vesting of share-based awards under the
Company’s Incentive Stock Plan. The price per share surrendered is based on the closing price of the Company’s common shares on the
respective vesting dates of the awards.
(b) Purchases made in open-market transactions under the $100 million share repurchase program announced on February 10, 2016.
(c) Maximum number of shares authorized to be purchased at the end of October, November and December are based on month-end closing
stock prices of $25.38, $28.17 and $29.38, respectively.
33
Rayonier, L.P.
MARKET FOR UNITS OF THE OPERATING PARTNERSHIP
There is no public trading market for Operating Partnership units.
HOLDERS
Including institutional holders, there were approximately 16 holders of record of our Operating Partnership units
(other than the Company) on February 12, 2021.
DISTRIBUTIONS
The distribution rate on the Operating Partnership’s units is equal to the dividend rate on Rayonier Inc.’s
common shares.
UNREGISTERED SALES OF EQUITY SECURITIES
There were no unregistered sales of equity securities made by the Operating Partnership during the quarter
ended December 31, 2020.
ISSUER PURCHASES OF EQUITY SECURITIES
Pursuant to the Operating Partnership’s limited partnership agreement, limited partners have the right to
redeem their Operating Partnership units for cash, or at our election, shares of Rayonier Common Stock on a one-
for-one basis. During the quarter ended December 31, 2020, 16,253 Operating Partnership units held by limited
partners were redeemed in exchange for shares of Rayonier Common Stock.
34
STOCK PERFORMANCE GRAPH
The following graph compares the performance of Rayonier’s common shares (assuming reinvestment of
dividends) with a broad-based market index (Standard & Poor’s (“S&P”) 500), and two industry-specific indices (the
S&P Global Timber and Forestry Index and the S&P 1500 Real Estate Index).1
The table and related information below shall not be deemed to be “filed” with the SEC, nor shall such
information be incorporated by reference into any future filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, each as amended, except to the extent that the Company specifically incorporates it by
reference into such filing.
The data in the following table was used to create the above graph as of December 31:
2015
Rayonier Inc...................................................................................... $100
S&P 500® Index.................................................................................
100
S&P® Global Timber and Forestry Index..........................................
S&P® 1500 Real Estate Sector Index1..............................................
100
100
2016
$124
112
111
109
2017
$153
136
146
124
2018
$138
130
117
122
2019
$170
171
136
167
2020
$159
203
161
179
1 Based on constituents as of December 31, 2020 and excludes entities that were not publicly traded for the entire comparative period.
Item 6.
SELECTED FINANCIAL DATA
Not applicable.
35
Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
EXECUTIVE SUMMARY
OUR COMPANY
We are a leading timberland real estate investment trust (“REIT”) with assets located in some of the most
productive softwood timber growing regions in the U.S. and New Zealand. Our revenues, operating income and
cash flows are primarily derived from the following core business segments: Southern Timber, Pacific Northwest
Timber, New Zealand Timber, Timber Funds, Real Estate and Trading. We own or lease under long-term
agreements approximately 2.2 million acres of timberland and real estate in Alabama, Arkansas, Florida, Georgia,
Louisiana, Oklahoma, Oregon, South Carolina, Texas and Washington. Additionally, we act as a managing member
in a private equity timber fund business with three funds comprising approximately 141,000 acres in Oregon,
Washington and California. On a “look-through” basis, our ownership in the timber fund business equates to
approximately 17,000 acres. We also have a 77% ownership interest in Matariki Forestry Group, a joint venture
(“New Zealand subsidiary”), that owns or leases approximately 417,000 gross acres (296,000 net plantable acres)
of timberlands in New Zealand.
Across our timberland management segments, we sell standing timber (primarily at auction to third parties) and
delivered logs. Sales from our timber segments include all activities related to the harvesting of timber and other
value-added activities such as the licensing of properties for hunting and the leasing of properties for mineral
extraction and cell towers. We believe we are the second largest publicly-traded timberland REIT and the fourth
largest private timberland owner in the United States. Our Real Estate business manages all property sales and
seeks to maximize the value of our properties that are more valuable for development, recreational or residential
uses than for growing timber, and opportunistically sells non-strategic timberlands. Our Trading segment, primarily
consisting of activity by the New Zealand subsidiary, markets and sells timber owned or acquired from third parties
in New Zealand and Australia.
CURRENT YEAR DEVELOPMENTS
During 2020, we acquired approximately 15,000 acres of timberlands for $24.7 million, excluding the merger
with Pope Resources. For additional information on acquisitions, see Note 4 — Timberland Acquisitions. For
additional information related to the Pope Resources merger, see Note 2 - Merger with Pope Resources.
INDUSTRY AND MARKET CONDITIONS
The demand for timber is directly related to the underlying demand for pulp, paper, packaging, lumber and other
wood products. The significant majority of timber sold in our Southern Timber segment is consumed domestically.
With a higher proportion of pulpwood, our Southern Timber segment relies heavily on downstream markets for pulp
and paper, and to a lesser extent wood pellet markets. Our Pacific Northwest Timber and Timber Funds segments
rely primarily on domestic customers but also export a significant volume of timber, particularly to China. The
Southern Timber, Pacific Northwest Timber and Timber Fund segments rely on the strength of U.S. lumber markets
as well as underlying housing starts. Our New Zealand Timber segment sells timber to domestic New Zealand wood
products mills and also exports a significant portion of its volume to markets in China, South Korea and India. In
addition to market dynamics in the Pacific Rim, the New Zealand Timber segment is subject to foreign exchange
fluctuations, which can impact the operating results of the segment in U.S. dollar terms.
As the current novel coronavirus (“COVID-19”) pandemic continues to evolve, the expected duration and the
extent of economic disruption it may ultimately cause remain uncertain. On March 19, 2020, the U.S. Department of
Homeland Security issued a memorandum identifying the forest products industry as a “critical infrastructure
industry,” which led to continued operations in 2020. Our New Zealand operations remained fully-operational during
the remainder of the year after a government-mandated shutdown halted production from March 25, 2020 to April
27, 2020. Local, state and federal governments continue to evaluate policies and restrictions in order to mitigate the
spread of COVID-19. Additional government-mandated shutdowns or shelter-in-place orders in markets in which we
operate could negatively impact our results. Further, prolonged periods of lower overall business activity as a result
of COVID-19 could cause significant damage to the underlying economy, which would likely impact U.S. timber
markets. We will continue to monitor COVID-19 and its impact on the markets in which we operate going forward.
36
In 2020, pricing in the U.S. South remained relatively flat versus the prior year, with a slight decrease in
pulpwood prices offset by improved sawtimber prices. Both pulpwood and sawtimber pricing tend to be driven by
local market supply and demand dynamics, which vary considerably based on the available inventory of logs, local
market mill demand, and access to export markets. In the Pacific Northwest, average log prices for 2020 were
higher when compared to the prior year, primarily driven by improved sawtimber pricing resulting from pandemic-
induced housing construction and repair and remodeling activity. In New Zealand, average log prices for 2020 were
lower than the prior year, driven primarily by the buildup of log inventories in China as a result of COVID-19
lockdowns in the early part of the year. However, export prices were notably higher in the fourth quarter of 2020 due
to a restriction on competing log imports to China from Australia amid escalating political and trade tensions
between the two countries.
We are also subject to the risk of price fluctuations in our major cost components. The primary components of
our cost of sales are the cost basis of timber sold (depletion), the cost basis of real estate sold and logging and
transportation costs (cut and haul). Depletion includes the amortization of capitalized costs (site preparation,
planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs). Other costs
include amortization of capitalized costs related to road and bridge construction and software, depreciation of fixed
assets and equipment, road maintenance, severance and excise taxes, fire prevention and real estate commissions
and closing costs.
In Real Estate, overall demand and pricing for HBU properties remained exceptionally strong in 2020. This was
driven in part by historically low mortgage rates coupled with higher demand for rural land since the outset of the
pandemic. In addition, we saw increased interest in our improved development properties, specifically Wildlight, our
development project north of Jacksonville, Florida, and Richmond Hill, our development project south of Savannah,
Georgia.
CRITICAL ACCOUNTING POLICIES AND USE OF ESTIMATES
The preparation of financial statements requires us to establish accounting policies and make estimates,
assumptions and judgments that affect our assets, liabilities, revenues and expenses, and to disclose contingent
assets and liabilities in our Annual Report on Form 10-K. We base these estimates and assumptions on historical
data and trends, current fact patterns, expectations and other sources of information we believe are reasonable.
Actual results may differ from these estimates.
CAPITALIZED COSTS INCLUDED IN TIMBER BASIS
Timber is stated at the lower of cost or market value. Costs relating to acquiring, planting and growing timber,
including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and supplies, are
capitalized. A portion of timberland lease payments are capitalized based on the proportion of acres with
merchantable timber volume remaining to be harvested under the lease term and the residual portion of the lease
payments are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities, while
interest or any other intangible costs are not capitalized.
MERCHANTABLE INVENTORY AND DEPLETION COSTS AS DETERMINED BY TIMBER HARVEST MODELS
An annual depletion rate is established for each particular region by dividing the cost of merchantable inventory
(including costs described above) by standing merchantable inventory volume. Pre-merchantable records are
maintained for each planted year age class, including acres planted, stems per acre and costs of planting and
tending.
Significant assumptions and estimates are used in the recording of timber inventory and depletion costs.
Factors that can impact timber volume include weather changes, losses due to natural causes, differences in actual
versus estimated growth rates and changes in the age when timber is considered merchantable. A 3% company-
wide change in estimated standing merchantable inventory would have caused an estimated change of
approximately $4.7 million to 2020 depletion expense.
Merchantable standing timber inventory is estimated by our land information services group annually, using
industry-standard computer software. The inventory calculation takes into account growth, in-growth (annual
transfer of oldest pre-merchantable age class into merchantable inventory), timberland sales and the annual harvest
specific to each business unit. The age at which timber is considered merchantable is reviewed periodically and
updated for changing harvest practices, future harvest age profiles and biological growth factors.
37
Acquisitions of timberland can also affect the depletion rate. Upon the acquisition of timberland, we make a
determination whether to combine the newly-acquired merchantable timber with an existing depletion pool or to
create a new pool. The determination is based on the geographic location of the new timber, the customers/markets
that will be served and species mix. During 2020, we acquired 15,000 acres of timberlands in Alabama, Georgia,
Louisiana and New Zealand. These acquisitions did not have a material impact on 2020 depletion rates. Through
our merger with Pope Resources, we acquired 124,000 acres of timberlands in Washington, which had an $11.1
million impact on depletion expense in the Pacific Northwest Timber segment. Also as a result of the merger with
Pope Resources, we are now the managing member in a private equity timber fund business comprising
approximately 141,000 acres in Washington, Oregon and California. New depletion pools have been established for
this volume, resulting in no impact on previously existing depletion rates.
REVENUE RECOGNITION
See Note 1 - Summary of Significant Accounting Policies.
DETERMINING THE ADEQUACY OF PENSION AND OTHER POSTRETIREMENT BENEFIT ASSETS AND
LIABILITIES
We have one qualified non-contributory defined benefit pension plan covering a portion of our employees and
an unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plan.
The qualified and unfunded plans are closed to new participants.
In 2020, we recognized $0.1 million of pension and postretirement benefit cost due to interest costs and
amortization of losses, primarily offset by the expected return on plan assets. Numerous estimates and assumptions
are required to determine the proper amount of pension and postretirement liabilities and annual expense to record
in our financial statements. The key assumptions include discount rate, return on assets, health care cost trends,
mortality rates and longevity of employees. Although there is authoritative guidance on how to select most of the
assumptions, some degree of judgment is exercised in selecting these assumptions. Different assumptions, as well
as actual versus expected results, would change the periodic benefit cost and funded status of the benefit plans
recognized in the financial statements. Effective December 31, 2016, we froze benefits for all employees
participating in the pension plans. See Note 18 — Employee Benefit Plans for additional information.
DEFERRED TAX ITEMS
The Timber and Real Estate operations conducted within our REIT are generally not subject to U.S. income
taxation. We expect any variability in our effective tax rate and the amount of cash taxes to be paid to be driven
primarily by our New Zealand Timber and Trading segments, as our other business operations are conducted within
our U.S. REIT subsidiaries. However, the assessment of the ability to realize certain deferred tax assets, or estimate
deferred tax liabilities, remains subjective. See Note 11 — Income Taxes for additional information about our
unrecognized tax benefits.
BUSINESS COMBINATIONS
We account for business combinations using the acquisition method of accounting, under which all assets
acquired and liabilities assumed, including amounts attributable to noncontrolling interests, are recorded at their
respective fair values as of the acquisition date. The excess of the purchase price over fair values of identifiable
assets and liabilities is recorded as goodwill. The preliminary allocation of purchase price in a business combination
uses significant assumptions and estimates. Critical estimates include, but are not limited to, future expected cash
flows, including revenues and expenses, and applicable discount rates. While we believe our estimates and
assumptions to be reasonable, they are subject to change as we obtain additional information related to those
estimates during the applicable measurement periods (up to one year from the acquisition date). Pursuant to ASC
805, our financial statements are not retrospectively adjusted for any changes to the recorded values that occur in
subsequent periods. Rather, we recognize any change in recorded values during the reporting period in which the
adjustments are determined. We also record, in the same period’s financial statements, the effect on earnings of
changes in depletion, depreciation, amortization, or other income effects, if any, as a result of any change to the
recorded values, calculated as if the accounting had been completed at the acquisition date. See Note 2 — Merger
with Pope Resources for additional information.
38
RESULTS OF OPERATIONS
Summary of our results of operations for the three years ended December 31:
Financial Information (in millions of dollars)
2020
2019
2018
Sales
Southern Timber...................................................................................................................
Pacific Northwest Timber.....................................................................................................
New Zealand Timber............................................................................................................
Timber Funds
$191.8
120.8
202.3
29.6
$194.1
85.4
241.9
—
$170.0
109.8
249.0
—
Real Estate
Improved Development........................................................................................................
Unimproved Development....................................................................................................
Rural (a)...............................................................................................................................
Timberlands & Non-Strategic - U.S. (a)...............................................................................
Timberlands & Non-Strategic - N.Z......................................................................................
Conservation Easement.......................................................................................................
Deferred Revenue/Other (b)................................................................................................
Large Dispositions................................................................................................................
Total Real Estate..................................................................................................................
Trading...........................................................................................................................................
Intersegment Eliminations..............................................................................................................
Total Sales....................................................................................................................................
14.5
8.4
67.2
19.3
—
3.1
0.9
116.0
229.3
89.0
(3.6)
$859.2
5.9
19.5
47.7
1.3
—
—
0.5
—
74.9
115.4
(0.1)
$711.6
Operating Income (Loss)
Southern Timber............................................................................................................................
Pacific Northwest Timber...............................................................................................................
New Zealand Timber......................................................................................................................
Timber Funds.................................................................................................................................
Real Estate (c)...............................................................................................................................
Trading...........................................................................................................................................
Corporate and other.......................................................................................................................
Operating Income........................................................................................................................
Interest Expense............................................................................................................................
Interest and other miscellaneous income, net...............................................................................
Income Tax Expense......................................................................................................................
Net Income (c)..............................................................................................................................
Less: Net loss (income) attributable to noncontrolling interest in consolidated affiliates.........
Net Income Attributable to Rayonier, L.P. (c)............................................................................
Less: Net income attributable to noncontrolling interest in the Operating Partnership............
Net Income Attributable to Rayonier Inc. (c).............................................................................
$41.3
(10.0)
30.0
(13.2)
72.0
(0.5)
(45.2)
74.4
(38.8)
1.2
(7.0)
29.8
7.8
$37.6
(0.5)
$37.1
$57.8
(12.4)
48.0
—
38.7
—
(25.1)
107.0
(31.7)
5.3
(12.9)
67.7
(8.6)
$59.1
—
$59.1
Adjusted EBITDA (d)
Southern Timber............................................................................................................................
Pacific Northwest Timber...............................................................................................................
New Zealand Timber......................................................................................................................
Timber Funds.................................................................................................................................
Real Estate....................................................................................................................................
Trading...........................................................................................................................................
Corporate and other.......................................................................................................................
Total Adjusted EBITDA (d)..........................................................................................................
$109.1
37.1
55.0
1.8
91.4
(0.5)
(26.6)
$267.4
$119.7
16.7
75.8
—
59.5
—
(23.9)
$247.8
8.4
8.6
46.3
47.4
27.9
—
—
—
138.6
148.8
(0.1)
$816.1
$44.2
8.1
62.8
—
76.2
1.0
(22.3)
170.1
(32.1)
4.6
(25.3)
117.3
(15.1)
$102.2
—
$102.2
$102.8
40.9
90.8
—
123.4
1.0
(21.1)
$337.7
(a)
(b)
(c)
(d)
The years ended December 31, 2019 and December 31, 2018 reflect the reclassification of certain real estate sales between the Rural and
Timberland & Non-Strategic sales categories to better align with the way management internally evaluates real estate sales. See Note 3 -
Revenue for additional information.
Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to
residential and commercial lease revenue.
The 2020 results include $28.7 million related to Large Dispositions.
Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
39
Southern Timber Overview
2020
2019
2018
Sales Volume (in thousands of tons)
Pine Pulpwood.......................................................................
Pine Sawtimber......................................................................
Total Pine Volume................................................................
Hardwood..............................................................................
Total Volume........................................................................
3,804
2,243
6,047
152
6,199
3,640
2,191
5,831
235
6,066
3,444
2,034
5,478
240
5,718
Percentage Delivered Sales..................................................
Percentage Stumpage Sales.................................................
41%
59%
33%
67%
30%
70%
Net Stumpage Prices (dollars per ton)
Pine Pulpwood.......................................................................
Pine Sawtimber......................................................................
Weighted Average Pine.......................................................
Hardwood..............................................................................
Weighted Average Total......................................................
Summary Financial Data (in millions of dollars)
Timber Sales..........................................................................
Less: Cut, Haul & Freight.......................................................
Net Stumpage Sales............................................................
Non-Timber Sales..................................................................
Total Sales............................................................................
Operating Income..................................................................
(+) Timber write-offs resulting from casualty events (a).........
(+) Depreciation, depletion and amortization.........................
Adjusted EBITDA (b)..............................................................
$15.83
25.72
$19.50
11.52
$19.30
$170.2
(50.6)
$119.6
21.6
$191.8
$41.3
6.0
61.8
$109.1
$16.42
24.86
$19.59
16.93
$19.49
$159.2
(41.0)
$118.2
35.0
$194.1
$57.8
—
61.9
$119.7
$16.20
25.59
$19.69
12.27
$19.37
$143.9
(33.1)
$110.8
26.1
$170.0
$44.2
—
58.6
$102.8
Other Data
Year-End Acres (in thousands)..............................................
1,733
1,835
1,807
(a) Timber write-offs resulting from casualty events include the write-off of merchantable and pre-merchantable timber volume destroyed by
casualty events which cannot be salvaged.
(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
40
Pacific Northwest Timber Overview
2020
2019
2018
Sales Volume (in thousands of tons)
Pulpwood...............................................................................
Sawtimber..............................................................................
Total Volume........................................................................
297
1,306
1,603
254
956
1,211
299
1,007
1,305
Sales Volume (converted to MBF)
Pulpwood...............................................................................
Sawtimber..............................................................................
Total Volume........................................................................
28,184
169,715
197,899
24,109
126,717
150,826
28,307
132,795
161,102
Percentage Delivered Sales..................................................
Percentage Sawtimber Sales................................................
90%
82%
94%
79%
86%
77%
Delivered Log Pricing (in dollars per ton)
Pulpwood...............................................................................
Sawtimber..............................................................................
Weighted Average Log Price.................................................
Summary Financial Data (in millions of dollars)
Timber Sales..........................................................................
Less: Cut and Haul................................................................
Net Stumpage Sales............................................................
Non-Timber Sales..................................................................
Total Sales............................................................................
Operating (Loss) Income.......................................................
(+) Depreciation, depletion and amortization.........................
Adjusted EBITDA (a)..............................................................
$35.51
84.93
$75.44
$116.6
(54.6)
$62.0
4.2
$120.8
($10.0)
47.1
$37.1
$41.09
78.41
$70.34
$82.7
(45.9)
$36.8
2.7
$85.4
($12.4)
29.2
$16.7
$47.82
96.24
$84.29
$106.5
(44.9)
$61.5
3.4
$109.8
$8.1
32.8
$40.9
Other Data
Year-End Acres (in thousands)..............................................
Sawtimber (in dollars per MBF) (b)........................................
Estimated Percentage of Export Volume...............................
507
$666
10%
379
$587
17%
378
$725
23%
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
(b) Delivered Sawtimber excluding chip-n-saw.
41
New Zealand Timber Overview
2020
2019
2018
Sales Volume (in thousands of tons)
Domestic Pulpwood (Delivered)...........................................
Domestic Sawtimber (Delivered).........................................
Export Pulpwood (Delivered)...............................................
Export Sawtimber (Delivered)..............................................
Total Volume.......................................................................
Delivered Log Pricing (in dollars per ton)
Domestic Pulpwood.............................................................
Domestic Sawtimber............................................................
Export Sawtimber.................................................................
Weighted Average Log Price................................................
Summary Financial Data (in millions of dollars)
Timber Sales........................................................................
Less: Cut and Haul..............................................................
Less: Port and Freight Costs...............................................
Net Stumpage Sales...........................................................
Non-Timber Sales / Carbon Credits.....................................
Total Sales..........................................................................
Operating Income.................................................................
(+) Depreciation, depletion and amortization.......................
Adjusted EBITDA (a)............................................................
Other Data
New Zealand Dollar to U.S. Dollar Exchange Rate (b)........
Net Plantable Year-End Acres (in thousands)......................
Export Sawtimber (in dollars per JAS m3)............................
Domestic Sawtimber (in $NZD per tonne)...........................
470
665
133
1,221
2,488
$33.79
70.37
98.47
$78.17
$194.5
(77.6)
(42.9)
$74.0
7.8
$202.3
$30.0
25.0
$55.0
490
803
148
1,290
2,731
$37.93
77.85
105.65
$84.75
$231.4
(88.1)
(51.0)
$92.3
10.5
$241.9
$48.0
27.8
$75.8
507
864
94
1,210
2,675
$37.00
83.29
117.03
$90.44
$241.9
(85.9)
(49.5)
$106.5
7.1
$249.0
$62.8
28.0
$90.8
0.6522
296
$114.50
$118.69
0.6615
295
$122.84
$129.46
0.6935
289
$136.07
$132.22
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
(b) Represents the period average rates for each year.
42
Timber Funds Overview
Sales Volume (in thousands of tons)
Pulpwood........................................................................................
Sawtimber......................................................................................
Total Volume.................................................................................
Summary Financial Data (in millions of dollars)
Timber Sales..................................................................................
Less: Cut and Haul.........................................................................
Net Stumpage Sales.....................................................................
Non-Timber Sales
Timberland Management Fees......................................................
Total Sales....................................................................................
Operating Loss...............................................................................
Operating loss attributable to NCI in Timber Funds.......................
(+) Timber write-offs resulting from casualty events attributable to
Rayonier (a)....................................................................................
(+) Depreciation, depletion and amortization (“Look-through”)......
Adjusted EBITDA (b)....................................................................
Other Data
Year-End Acres (in thousands).......................................................
“Look-through” Year-End Acres (in thousands)..............................
2020
2019
2018
27
288
315
$26.0
(10.2)
$15.8
$0.1
3.4
$29.6
($13.2)
11.6
1.8
1.6
$1.8
141
17
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(a) Timber write-offs resulting from casualty events attributable to Rayonier include the write-off of merchantable and pre-merchantable timber
volume destroyed by casualty events which cannot be salvaged.
(b) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
Trading Overview
Sales Volume (in thousands of tons)
U.S. Pacific Northwest......................................................................
NZ Trading - Domestic......................................................................
NZ Trading - Export..........................................................................
Total Volume...................................................................................
Summary Financial Data (in millions of dollars)
Trading Sales....................................................................................
Non-Timber Sales.............................................................................
Total Sales.......................................................................................
Operating (Loss) Income..................................................................
Adjusted EBITDA (a).......................................................................
2020
2019
2018
1
28
931
960
$87.6
1.4
$89.0
($0.5)
($0.5)
1
67
1,039
1,107
$114.6
0.8
$115.4
—
—
—
90
1,221
1,311
$148.1
0.7
$148.8
$1.0
$1.0
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
43
Real Estate Overview
2020
2019
2018
Sales (in millions of dollars)
Improved Development (a).....................................................
Unimproved Development......................................................
Rural (b).................................................................................
Timberland & Non-Strategic - U.S. (b)...................................
Timberland & Non-Strategic - N.Z..........................................
Conservation Easement.........................................................
Deferred Revenue/Other (d)..................................................
Large Dispositions (c)............................................................
Total Sales............................................................................
Acres Sold
Improved Development (a).....................................................
Unimproved Development .....................................................
Rural (b).................................................................................
Timberland & Non-Strategic - U.S. (b)...................................
Timberland & Non-Strategic - N.Z. (e)....................................
Large Dispositions (c)............................................................
Total Acres Sold...................................................................
Price per Acre (dollars per acre)
Improved Development (a).....................................................
Unimproved Development......................................................
Rural (b).................................................................................
Timberland & Non-Strategic - U.S. (b)..................................
Timberland & Non-Strategic - N.Z. .......................................
Large Dispositions (c)............................................................
Weighted Average (Total) (f)...................................................
Weighted Average (Adjusted) (g)...........................................
$14.5
8.4
67.2
19.3
—
3.1
0.9
116.0
$229.3
330
570
22,437
20,701
—
66,946
110,984
$43,957
14,780
2,993
930
—
1,733
$2,483
$2,170
Total Sales (Excluding Large Dispositions)............................
$113.3
Operating Income...................................................................
(+) Depreciation, depletion and amortization - U.S................
(+) Depreciation, depletion and amortization - N.Z................
(+) Non-cash cost of land and improved development - U.S.
(–) Large Dispositions (c).......................................................
Adjusted EBITDA (h)..............................................................
$72.0
17.7
—
30.4
(28.7)
$91.4
$5.9
19.5
47.7
1.3
—
—
0.5
—
$74.9
44
1,196
15,089
821
—
—
17,151
$132,412
16,290
3,158
1,629
—
—
$4,335
$4,002
$74.9
$38.7
8.2
—
12.6
—
$59.5
$8.4
8.6
46.3
47.4
27.9
—
—
—
$138.6
44
751
11,427
16,396
4,996
—
33,614
$189,154
11,486
4,050
2,889
5,588
—
$4,121
$3,878
$138.6
$76.2
19.1
4.5
23.6
—
$123.4
(a) Reflects land with capital invested in infrastructure improvements.
(b) The years ended December 31, 2019 and December 31, 2018 reflect the reclassification of certain real estate sales between the Rural and
Timberland & Non-Strategic sales categories to better align with the way management internally evaluates real estate sales. See Note 3 -
Revenue for additional information.
(c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value. In 2020, we completed the disposition of approximately 67,000 acres located in
Mississippi for a sales price and a gain of approximately $116.0 million and $28.7 million, respectively.
Includes deferred revenue adjustments, revenue true-ups and marketing fees related to Improved Development sales in addition to
residential and commercial lease revenue.
(d)
(e) New Zealand Timberland & Non-Strategic represents productive acres.
(f) Excludes Large Dispositions.
(g) Excludes Improved Development and Large Dispositions.
(h) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
44
Capital Expenditures By Segment
2020
2019
2018
Timber Capital Expenditures (in millions of dollars)
Southern Timber
Reforestation, silvicultural and other capital expenditures........
Property taxes............................................................................
Lease and timber deed payments.............................................
Allocated overhead....................................................................
Subtotal Southern Timber...........................................................
Pacific Northwest Timber
Reforestation, silvicultural and other capital expenditures........
Property taxes............................................................................
Allocated overhead....................................................................
Subtotal Pacific Northwest Timber............................................
New Zealand Timber
Reforestation, silvicultural and other capital expenditures........
Property taxes............................................................................
Lease and timber deed payments.............................................
Allocated overhead....................................................................
Subtotal New Zealand Timber....................................................
Total Timber Segments Capital Expenditures .........................
Timber Funds (“Look-through”) (a)................................................
Real Estate....................................................................................
Corporate.......................................................................................
Total Capital Expenditures.....................................................
Timberland Acquisitions
Southern Timber............................................................................
Pacific Northwest Timber...............................................................
New Zealand Timber......................................................................
Total Timberland Acquisitions...............................................
$20.7
6.8
3.5
4.4
$35.5
6.5
0.8
4.1
$18.8
7.1
4.4
4.3
$34.6
7.4
0.7
3.1
$11.4
$11.2
8.9
0.7
4.3
2.7
$16.6
$63.5
0.3
0.4
—
$64.2
$24.2
—
0.5
$24.7
9.4
0.6
4.7
2.6
$17.4
$63.2
—
0.2
0.6
$64.0
$98.9
7.3
36.0
$142.3
$20.0
6.6
4.6
4.2
$35.4
6.2
0.8
2.4
$9.3
9.7
0.7
4.1
2.8
$17.3
$62.0
—
0.3
—
$62.3
$45.9
—
11.7
$57.6
Real Estate Development Investments (b)................................
$6.5
$6.8
$9.5
(a) The year ended December 31, 2020 excludes $2.3 million of capital expenditures attributable to noncontrolling interests in Timber Funds.
(b) The years ended December 31, 2020 and December 31, 2019 include $1.0 million and $3.7 million, respectively, of reimbursements from
community development bonds.
45
RESULTS OF OPERATIONS, 2020 VERSUS 2019
(millions of dollars)
The following tables summarize sales, operating income and Adjusted EBITDA variances for 2020 versus 2019:
Sales
Southern
Timber
Pacific
Northwest
Timber
2019................
$194.1
Volume............
Price................
Non-timber
sales................
Foreign
exchange (a)...
Other...............
2.6
(1.2)
(13.3)
—
9.6 (b)
$85.4
12.0
13.2
1.5
—
New
Zealand
Timber
$241.9
(20.5)
(10.3)
(2.5)
(1.0)
Timber
Funds
Real
Estate
—
—
—
—
—
$74.9
113.0
(78.9)
—
—
8.7 (b)
(5.3) (c)
29.6 (d) 120.3 (e)
Trading
Elim.
Total
$115.4
($0.1)
$711.6
(15.3)
(11.7)
0.6
—
—
—
—
—
—
91.8
(88.9)
(13.7)
(1.0)
(3.5) (f)
159.4
2020................
$191.8
$120.8
$202.3
$29.6
$229.3
$89.0
($3.6)
$859.2
Includes variance due to stumpage versus delivered sales.
Includes variance due to domestic versus export sales.
(a) Net of currency hedging impact.
(b)
(c)
(d) Timber Funds was a new segment in Q2 2020.
(e)
Includes $116.0 million related to Large Dispositions in addition to Conservation Easement sales, residential and commercial lease revenue,
and deferred revenue adjustments.
Includes $3.4 million of Intersegment eliminations related to timberland management fees paid by the timber funds and reported as sales
within the Timber Funds segment.
(f)
Operating Income
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
2019.................................
$57.8
($12.4)
$48.0
Volume.............................
Price (a)...........................
Cost..................................
1.3
(1.2)
1.4
Non-timber income...........
(13.4)
Foreign exchange (b).......
Depreciation, depletion &
amortization.....................
Non-cash cost of land
and improved
development....................
Other (c)...........................
—
1.4
—
(6.0)
—
13.2
(3.7)
1.5
—
(6.0)
(10.3)
(0.2)
(2.0)
0.3
(8.6)
0.2
—
—
—
—
Timber
Funds
Real
Estate
Trading
Corporate
and Other
Total
—
—
—
—
—
—
—
—
(13.2)
$38.7
81.1
(78.9)
(4.1)
—
—
2.9
1.4
30.9
—
—
—
(0.2)
(0.3)
—
—
—
—
($25.1)
$107.0
—
—
(2.6)
—
—
76.4
(77.2)
(9.4)
(14.2)
0.3
(0.3)
(4.4)
—
(17.2)
1.4
(5.5)
2020.................................
$41.3
($10.0)
$30.0
($13.2)
$72.0
($0.5)
($45.2)
$74.4
(a) For Timber segments, price reflects net stumpage (i.e. net of cut and haul and shipping costs). For Real Estate, price is presented net of
cash closing costs.
(b) Net of currency hedging impact.
(c) Southern Timber includes $6.0 million in timber write-offs resulting from casualty events. Timber Funds was a new segment in Q2 2020 and
includes $9.2 million in timber write-offs resulting from casualty events (of which $1.8 million was attributable to Rayonier). Real Estate
includes $28.7 million from Large Dispositions in addition to Conservation Easement sales, residential and commercial lease income and
marketing fees related to Improved Development sales, partially offset by deferred adjustments and equity losses from joint venture entities.
Corporate and Other includes $17.2 million in costs related to the merger with Pope Resources.
46
Adjusted EBITDA (a)
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Timber
Funds
Real
Estate
Trading
Corporate
and Other
Total
2019..............................
$119.7
$16.7
Volume...........................
Price (b).........................
Cost...............................
2.6
(1.2)
1.4
Non-timber income........
(13.4)
Foreign exchange (c).....
Other (d)........................
—
—
9.4
13.2
(3.7)
1.5
—
—
$75.8
(8.2)
(10.3)
(0.2)
(2.0)
(0.1)
—
2020..............................
$109.1
$37.1
$55.0
—
—
—
—
—
—
1.8
$1.8
$59.5
112.9
(78.9)
(4.1)
—
—
2.0
—
—
—
(0.2)
(0.3)
—
—
($23.9)
$247.8
—
—
(2.6)
—
—
—
116.7
(77.2)
(9.4)
(14.2)
(0.1)
3.8
$91.4
($0.5)
($26.6)
$267.4
(a) Adjusted EBITDA is a non-GAAP measure defined and reconciled in Item 7 - Performance and Liquidity Indicators.
(b) For Timber segments, price reflects net stumpage (i.e. net of cut and haul and shipping costs). For Real Estate, price is presented net of
cash closing costs.
(c) Net of currency hedging impact.
(d) Timber Funds was a new segment in Q2. Real Estate includes Conservation Easement sales, residential and commercial lease income and
marketing fees related to Improved Development sales, partially offset by deferred adjustments and equity losses from joint venture entities.
SOUTHERN TIMBER
Full-year sales of $191.8 million decreased $2.3 million, or 1%, versus the prior year, including a decrease in
non-timber sales of $13.3 million versus the prior year. Harvest volumes increased 2% to 6.20 million tons versus
6.07 million tons in the prior year. Average pine sawtimber stumpage prices increased 3% to $25.72 per ton versus
$24.86 per ton in the prior year, while average pine pulpwood stumpage prices decreased 4% to $15.83 per ton
versus $16.42 in the prior year. The decrease in average pine pulpwood prices was primarily due to an increase in
available log supply resulting from drier ground conditions in the first half of 2020 versus the prior year, while the
increase in average pine sawtimber prices was primarily due to strong lumber markets and continued price tension
between domestic and export markets.
Operating income of $41.3 million decreased $16.5 million versus the prior year due to lower non-timber income
($13.4 million), the write-off of timber basis as a result of Hurricane Laura ($6.0 million) and lower prices ($1.2
million), partially offset by lower costs ($1.4 million), lower depletion rates ($1.4 million) and higher volumes ($1.3
million). Full-year Adjusted EBITDA of $109.1 million was $10.6 million below the prior year.
PACIFIC NORTHWEST TIMBER
Full-year sales of $120.8 million increased $35.3 million, or 41%, versus the prior year. Harvest volumes
increased 32% to 1.60 million tons versus 1.21 million tons in the prior year, primarily due to improved sawtimber
demand and approximately 221,000 tons of incremental volume from the acquired Pope Resources timberlands.
Average delivered sawtimber prices increased 8% to $84.93 per ton versus $78.41 per ton in the prior year,
primarily due to gradually improving domestic lumber markets throughout 2020 coupled with a higher percentage of
Douglas fir sawtimber. Average delivered pulpwood prices decreased 14% to $35.51 per ton versus $41.09 per ton
in the prior year, driven primarily by excess supply resulting from a weaker pulp export market and higher lumber
mill residuals.
Operating loss of $10.0 million improved $2.4 million versus the prior year, primarily due to higher prices ($13.2
million) and higher non-timber income ($1.5 million), partially offset by higher depletion rates ($8.6 million) and
higher costs ($3.7 million). Full-year Adjusted EBITDA of $37.1 million was $20.4 million above the prior year.
47
NEW ZEALAND TIMBER
Full-year sales of $202.3 million decreased $39.5 million, or 16%, versus the prior year. Harvest volumes
decreased 9% to 2.49 million tons versus 2.73 million tons in the prior year primarily driven by the 33 day COVID-19
shutdown in 2020. Average delivered prices for export sawtimber decreased 7% to $98.47 per ton versus $105.65
per ton in the prior year, while average delivered prices for domestic sawtimber decreased 10% to $70.37 per ton
versus $77.85 per ton in the prior year. The decrease in export sawtimber prices was primarily driven by lower
demand resulting from the COVID-19 lockdown in China and increased competition from lower-cost log and lumber
imports into China. The decrease in domestic sawtimber prices (in U.S. dollar terms) was driven in part by the NZ$/
US$ exchange rate (US$0.65 per NZ$1.00 versus US$0.66 per NZ$1.00). Excluding the impact of foreign exchange
rates, domestic sawtimber prices decreased 8% from the prior year, generally lagging the negative trend of the
export market.
Operating income of $30.0 million decreased $18.1 million versus the prior year due to lower prices ($10.3
million), lower volumes ($6.0 million), lower non-timber income ($2.0 million), and higher forest management costs
($0.2 million), which were partially offset by favorable foreign exchange impacts ($0.3 million), and lower depletion
rates ($0.2 million). Full-year Adjusted EBITDA of $55.0 million was $20.8 million below the prior year.
TIMBER FUNDS
Following the May 8, 2020 merger with Pope Resources, the Timber Funds segment generated sales of $29.6
million on harvest volumes of 315,000 tons and an operating loss of $13.2 million. The operating loss reported for
2020 includes timber write-offs of $9.2 million resulting from fires in Oregon. For the period from May 8, 2020 to
December 31, 2020, Adjusted EBITDA was $1.8 million.
REAL ESTATE
Real Estate Sales Category Reclassification
Effective April 1, 2020, we changed the composition of our Rural and Timberland & Non-Strategic Real Estate
sales categories to better align with the way management internally evaluates real estate sales. The Rural category
now includes all real estate sales (excluding development sales) representing a demonstrable premium above
timberland value. The Timberland & Non-Strategic category now includes all real estate sales representing little to
no premium to timberland value. This category consists primarily of sales of property that management views as
non-strategic to our long-term portfolio as well as sales of property for capital allocation purposes that do not fit the
definition of a Large Disposition. All prior period amounts have been reclassified to reflect the new composition of
these two sales categories. The Improved Development, Unimproved Development and Large Disposition
categories remain unchanged, and this reclassification had no impact on overall segment results.
Full-year sales of $229.3 million increased $154.5 million versus the prior year, while operating income of $72.0
million increased $33.3 million versus the prior year. Sales and operating income for 2020 includes $116.0 million
and $28.7 million, respectively, from a Large Disposition. Sales and operating income increased primarily due to
higher volumes (110,984 acres sold versus 17,151 acres sold in the prior year), partially offset by lower weighted
average prices ($2,031 per acre versus $4,335 per acre in the prior year). Full-year Adjusted EBITDA of $91.4
million was $31.9 million above the prior year.
TRADING
Full-year sales of $89.0 million decreased $26.5 million versus the prior year due to lower volumes and prices.
Sales volumes decreased 13% to 960,000 tons versus 1,107,000 tons in the prior year. Average prices decreased
12% to $91.26 per ton versus $103.49 per ton in the prior year. Operating income and Adjusted EBITDA decreased
$0.5 million versus the prior year.
CORPORATE AND OTHER EXPENSE/ELIMINATIONS
Full-year corporate and other operating expense of $45.2 million increased $20.1 million versus the prior year
due to costs related to the Pope Resources merger ($17.2 million) and higher employee benefit costs ($3.0 million).
INTEREST EXPENSE
Full-year interest expense of $38.8 million increased $7.1 million versus the prior year due to higher outstanding
debt following the Pope Resources merger.
48
INTEREST AND OTHER MISCELLANEOUS INCOME, NET
Other non-operating income of $1.2 million decreased $4.1 million versus the prior year primarily due to the
prior year gain on Pope securities held prior to the merger and a decrease in interest income.
INCOME TAX EXPENSE
Full-year income tax expense of $7.0 million decreased $5.9 million versus the prior year period primarily due to
lower taxable income. The New Zealand subsidiary is the primary driver of income tax expense.
RESULTS OF OPERATIONS, 2019 VERSUS 2018
Refer to Item 7 - “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 for the
results of operations discussion for the fiscal year ended December 31, 2019 compared to the fiscal year ended
December 31, 2018.
OUTLOOK FOR 2021
In 2021, we expect to achieve full-year harvest volumes in our Southern Timber segment of 6.2 to 6.4 million
tons. We expect a modest improvement in weighted average pricing relative to full-year 2020 driven by strong
sawtimber demand and a higher mix of sawtimber, partially offset by an increased proportion of planned harvest
volume from relatively lower-priced markets.
In our Pacific Northwest Timber segment, we expect to achieve harvest volumes of 1.7 to 1.8 million tons,
bolstered by a full-year contribution from the Pope Resources acquisition. We also anticipate higher average
sawtimber prices as compared to full-year 2020 given strong domestic demand trends and favorable lumber pricing.
In our New Zealand Timber segment, we expect to achieve harvest volumes of 2.6 to 2.8 million tons, up
modestly year-over-year following the operational disruptions imposed by the COVID-19 pandemic in 2020. We
further expect that strong demand from China coupled with strong local markets will lead to improved export and
domestic pricing.
In the Real Estate segment, we remain focused on opportunistically unlocking the long-term value of our HBU
development and rural property portfolio. Following exceptionally strong Real Estate results in 2020, we currently
anticipate more normalized transaction activity in 2021. We further anticipate that real estate activity will be heavily
weighted to the second half of the year, with relatively limited activity in the first quarter in particular.
Our 2021 outlook is subject to a number of variables and uncertainties, including those discussed at Item 1A —
Risk Factors.
49
LIQUIDITY AND CAPITAL RESOURCES
Our principal source of cash is cash flow from operations, primarily the harvesting of timber and sales of real
estate. As a REIT, our main use of cash is dividends on Rayonier Inc. common shares and distributions on
Rayonier, L.P. units. We also use cash to maintain the productivity of our timberlands through replanting and
silviculture. Our operations have generally produced consistent cash flow and required limited capital resources.
Short-term borrowings have helped fund working capital needs while acquisitions of timberlands generally require
funding from external sources or Large Dispositions.
AT-THE-MARKET (“ATM”) EQUITY OFFERING PROGRAM
On September 10, 2020, we entered into a distribution agreement with a group of sales agents through which
we may sell common shares, from time to time, having an aggregate sales price of up to $300 million. During the
year ended December 31, 2020, the Company sold 1.1 million shares under the ATM Program at an average price
of $30.26 per share, generating aggregate gross proceeds of $33.4 million, excluding $0.3 million of commissions.
As of December 31, 2020, $266.6 million remains available for issuance under the program.
The following table outlines the common stock issuance pursuant to our ATM program (dollars in millions):
Shares of common stock issued under the ATM program
Gross proceeds
SUMMARY OF LIQUIDITY AND FINANCING COMMITMENTS
Year Ended December 31,
2020
2019
1,103,012
$33.4
—
—
(in millions of dollars)
Cash and cash equivalents (excluding Timber Funds).........................................
Total debt (excluding Timber Funds) (a)................................................................
Noncontrolling interest in the Operating Partnership............................................
Shareholders’ equity..............................................................................................
Net Income Attributable to Rayonier Inc................................................................
Adjusted EBITDA (b).............................................................................................
Total capitalization (total debt plus permanent and temporary equity)..................
Debt to capital ratio...............................................................................................
Debt to Adjusted EBITDA (b).................................................................................
Net debt to Adjusted EBITDA (b)(c).......................................................................
Net debt to enterprise value (c)(d).........................................................................
As of December 31,
2019
$68.7
1,057.0
—
1,537.6
59.1
247.8
2,594.6
2018
$148.4
975.0
—
1,654.6
102.2
337.7
2,629.6
2020
$80.5
1,294.9
130.1
1,862.6
37.1
267.4
3,287.6
39%
4.8
4.5
23%
41%
4.3
4.0
19%
37%
2.9
2.4
19%
(a)
(b)
(c)
(d)
Total debt as of December 31, 2020, 2019 and 2018 reflects the principal on long-term debt, net of fair market value adjustments and
gross of deferred financing costs of $2.5 million, $1.9 million and $2.4 million, respectively.
For a reconciliation of Adjusted EBITDA to net income see Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Performance and Liquidity Indicators.
Net debt is calculated as total debt less cash and cash equivalents.
Enterprise value based on market capitalization (including Rayonier, L.P. “OP” units) plus net debt based on Rayonier’s share price of
$29.38, $32.76, and $27.69 as of December 31, 2020, 2019 and 2018, respectively.
SUMMARY OF GUARANTOR FINANCIAL INFORMATION
In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022 (the “2022 Notes”). On May
7, 2020, Rayonier Inc. contributed its 100% ownership interest in Rayonier Operating Company LLC (the
“Contribution”) to Rayonier, L.P. As a result of the Contribution, Rayonier, L.P. expressly assumed all the obligations
of Rayonier Inc. with respect to the outstanding 2022 Notes and Rayonier Inc. agreed to irrevocably, fully and
unconditionally guarantee jointly and severally, the obligations of Rayonier, L.P. under the Indenture, including the
2022 Notes. Rayonier, L.P. is the current issuer of the 2022 Notes.
50
The subsidiary guarantor, Rayonier TRS Holdings Inc., and parent guarantor, Rayonier Inc., have guaranteed
the notes fully and unconditionally on a joint and several basis. As general partner of Rayonier, L.P., Rayonier Inc.
consolidates Rayonier, L.P. and has no material assets or liabilities other than its interest in Rayonier, L.P. These
notes are unsecured and unsubordinated and will rank equally with all other unsecured and unsubordinated
indebtedness from time to time outstanding.
Rayonier, L.P. is a limited partnership, in which Rayonier Inc. is the general partner. The operating subsidiaries
of Rayonier, L.P. conduct all of our operations. Rayonier, L.P.’s most significant assets are its interest in operating
subsidiaries, which have been eliminated in the table below to eliminate intercompany transactions between the
issuer and guarantors and to exclude investments in non-guarantors. As a result, our ability to make required
payments on the notes depends on the performance of our operating subsidiaries and their ability to distribute funds
to us. There are no material restrictions on dividends from the operating subsidiaries.
The summarized balance sheet information for the consolidated obligor group of debt issued by Rayonier, L.P.
for the twelve months ended December 31, 2020 and year ended December 31, 2019 are provided in the table
below:
(in millions)
Current assets..................................................................................
Non-current assets...........................................................................
Current liabilities...............................................................................
Non-current liabilities........................................................................
Due to non-guarantors.....................................................................
December 31, 2020 December 31, 2019
$51.7
48.8
100.2
1,632.7
587.0
$69.7
48.3
21.0
1,942.4
596.7
The summarized results of operations information for the consolidated obligor group of debt issued by Rayonier,
L.P. for the twelve months ended December 31, 2020 and year ended December 31, 2019 are provided in the table
below:
(in millions)
December 31, 2020
December 31, 2019
Cost and expenses.........................................................................
Operating loss.................................................................................
Net loss...........................................................................................
Revenue from non-guarantors........................................................
($43.4)
(43.4)
(81.3)
859.2
($22.0)
(22.0)
(54.2)
711.6
LIQUIDITY FACILITIES
See Note 8 — Debt for information on liquidity facilities and other outstanding debt, as well as for information on
covenants that must be met in connection with our Senior Notes, Term Credit Agreement, Incremental Term Loan
Agreement, 2020 Incremental Term Loan Agreement and Revolving Credit Facility, as well as our NWFCS Credit
Facility and the Timber Funds’ Mortgages Payable.
CASH FLOWS
The following table summarizes our cash flows from operating, investing and financing activities for each of the
three years ended December 31 (in millions of dollars):
Total cash provided by (used for):
Operating activities.................................................................................................... $204.2
(213.6)
Investing activities.....................................................................................................
Financing activities....................................................................................................
Effect of exchange rate changes on cash.................................................................
Change in cash, cash equivalents and restricted cash...............................................
27.0
(0.1)
$17.5
$214.3
(219.4)
(79.6)
(1.8)
($86.5)
$310.1
(132.9)
(193.7)
0.6
($15.9)
2020
2019
2018
51
CASH PROVIDED BY OPERATING ACTIVITIES
Cash provided by operating activities decreased $10.1 million versus the prior year primarily due to
$17.2 million of merger-related costs, changes in working capital and other assets and liabilities ($6.7 million) and
other items ($5.8 million), partially offset by higher Adjusted EBITDA ($19.6 million).
CASH USED FOR INVESTING ACTIVITIES
Cash used for investing activities decreased $5.8 million versus the prior year primarily due to proceeds from a
Large Disposition ($115.7 million), a decrease in timberland acquisitions ($117.6 million), lower real estate
development investments ($0.3 million) and other investing activities ($5.8 million), partially offset by the net cash
consideration transferred in our merger with Pope Resources ($231.1 million) and higher capital expenditures ($2.5
million).
CASH PROVIDED BY FINANCING ACTIVITIES
Cash provided by financing activities increased $106.6 million versus the prior year primarily due to an increase
in net borrowings ($86.0 million), proceeds from the issuance of common shares under the ATM equity offering
program ($32.6 million) and decreases in share repurchases ($7.9 million), partially offset by higher dividends paid
on common stock ($5.3 million), distributions to consolidated affiliates ($3.5 million), distributions to noncontrolling
interests in the Operating Partnership ($3.6 million), noncontrolling interests in consolidated affiliates redemption of
shares ($5.1 million) and increases in debt issuance costs ($2.4 million).
RESTRICTED CASH
See Note 23 — Restricted Cash for further information regarding funds in escrow and deposited with a third-
party intermediary and cash held in escrow for real estate development obligations.
CREDIT RATINGS
Both our ability to obtain financing and the related costs of borrowing are affected by our credit ratings, which
are periodically reviewed by the rating agencies. As of December 31, 2020, our credit ratings from S&P and
Moody’s were “BBB-” and “Baa3,” respectively, with both agencies listing our outlook as “Stable.”
STRATEGY
We continuously evaluate our capital structure. Our strategy is to maintain a weighted-average cost of capital
competitive with other timberland REITs and TIMOs, while maintaining an investment grade debt rating as well as
retaining the flexibility to actively pursue capital allocation opportunities as they become available. Overall, we
believe we have adequate liquidity and sources of capital to run our businesses efficiently and effectively and to
maximize the value of our timberland and real estate assets under management.
EXPECTED 2021 EXPENDITURES
Capital expenditures in 2021 are forecasted to be between $70 million and $75 million, excluding capital
expenditures related to noncontrolling interests in the Timber Funds and any strategic timberland acquisitions we
may make. Capital expenditures are expected to be primarily comprised of seedling planting, fertilization and other
silvicultural activities, property taxes, lease payments, allocated overhead and other capitalized costs. Aside from
capital expenditures, we may also acquire timberland as we actively evaluate acquisition opportunities.
Real estate development investments in 2021 are expected to be between $13 million and $17 million, net of
anticipated reimbursements from community development bonds. Expected real estate development investments
are primarily related to Wildlight, our mixed-use community development project located north of Jacksonville,
Florida; Richmond Hill, our mixed-use development project located south of Savannah, Georgia; development
properties in the town of Port Gamble, Washington; and development projects in Gig Harbor, Kingston and
Bremerton, Washington.
Our 2021 dividend payments on Rayonier Inc. common shares and distributions to Rayonier, L.P. unitholders
are expected to be approximately $148.7 million and $4.8 million, respectively, assuming no change in the quarterly
dividend rate of $0.27 per share or material changes in the number of common shares or partnership units
outstanding.
Future share repurchases, if any, will depend on the Company’s liquidity and cash flow, as well as general
market conditions and other considerations including capital allocation priorities.
We made $2.9 million of required pension contributions in 2020. We have no pension contribution requirements
in 2021 but may make discretionary contributions in the future.
52
Cash income tax payments in 2021 are expected to be between $13 million and $15 million, primarily due to the
New Zealand subsidiary.
PERFORMANCE AND LIQUIDITY INDICATORS
The discussion below is presented to enhance the reader’s understanding of our operating performance,
liquidity, ability to generate cash and satisfy rating agency and creditor requirements. This information includes two
measures of financial results: Adjusted Earnings before Interest, Taxes, Depreciation, Depletion and Amortization
(“Adjusted EBITDA”), and Cash Available for Distribution (“CAD”). These measures are not defined by GAAP and
the discussion of Adjusted EBITDA and CAD is not intended to conflict with or change any of the GAAP disclosures
described above. Management considers these measures to be important to estimate the enterprise and
shareholder values and of our core segments, and for allocating capital resources. In addition, analysts, investors
and creditors use these measures when analyzing our operating performance, financial condition and cash
generating ability. Management uses Adjusted EBITDA as a performance measure and CAD as a liquidity measure.
Adjusted EBITDA and CAD as defined may not be comparable to similarly titled measures reported by other
companies. These measures should not be considered in isolation from, and are not intended to represent an
alternative to, our results reported in accordance with GAAP.
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 expense, operating loss attributable to
noncontrolling interest in Timber Funds, costs related to the merger with Pope Resources, timber write-offs resulting
from casualty events, and Large Dispositions. Below is a reconciliation of Net Income to Adjusted EBITDA for the
three years ended December 31 (in millions of dollars):
Net Income to Adjusted EBITDA Reconciliation
Net Income......................................................................................................................
Operating loss attributable to NCI in Timber Funds...............................................
Interest, net attributable to NCI in Timber Funds....................................................
Income Tax expense attributable to NCI in Timber Funds......................................
Net income (Excluding NCI in Timber Funds).................................................................
Interest, net and miscellaneous income attributable to Rayonier...........................
Income tax expense attributable to Rayonier.........................................................
Depreciation, depletion and amortization attributable to Rayonier.........................
Non-cash cost of land and improved development................................................
Timber write-offs resulting from casualty events attributable to Rayonier (a)........
Non-operating income............................................................................................
Costs related to the merger with Pope Resources (b)...........................................
Large Dispositions (c).............................................................................................
Adjusted EBITDA............................................................................................................
2020
2019
2018
$29.8
11.6
0.5
0.2
42.1
38.0
6.8
154.7
30.4
7.9
(0.9)
17.2
(28.7)
$267.4
$67.7
—
—
—
67.7
29.1
12.9
128.2
12.6
—
(2.7)
—
—
$247.8
$117.3
—
—
—
117.3
29.7
25.2
144.1
23.6
—
(2.2)
—
—
$337.7
(a) Timber write-offs resulting from casualty events include the write-off of merchantable and pre-merchantable timber volume destroyed by
casualty events which cannot be salvaged.
(b) Costs related to the merger with Pope Resources include legal, accounting, due diligence, consulting and other costs related to the merger
with Pope Resources.
(c) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value.
53
The following tables provide a reconciliation of Operating Income (Loss) by segment to Adjusted EBITDA by
segment for the three years ended December 31 (in millions of dollars):
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Timber
Funds
Real
Estate
Trading
Corporate
and
Other
Total
2020
Operating income (loss)........................................
Add:
Add:
Add:
Add:
Add:
Operating loss attributable to NCI in
Timber Funds (a).....................................
Timber write-offs resulting from casualty
events attributable to Rayonier (b)..........
Costs related to the merger with Pope
Resources (c)..........................................
Depreciation, depletion and amortization
Non-cash cost of land and improved
development............................................
Less:
Large Dispositions (d).............................
$41.3
($10.0)
$30.0
($13.2)
$72.0
($0.5)
($45.2)
$74.4
—
6.0
—
61.8
—
—
—
—
—
—
—
—
47.1
25.0
—
—
—
—
11.6
1.8
—
1.6
—
—
—
—
—
17.7
30.4
(28.7)
—
—
—
—
—
—
—
—
11.6
7.9
17.2
17.2
1.4
154.7
—
—
30.4
(28.7)
Adjusted EBITDA..................................................
$109.1
$37.1
$55.0
$1.8
$91.4
($0.5)
($26.6)
$267.4
2019
Operating income (loss)........................................
Add:
Add:
Depreciation, depletion and amortization
Non-cash cost of land and improved
development............................................
$57.8
61.9
($12.4)
29.2
$48.0
27.8
—
—
—
Adjusted EBITDA..................................................
$119.7
$16.7
$75.8
2018
Operating income (loss)........................................
Add:
Add:
Depreciation, depletion and amortization
Non-cash cost of land and improved
development............................................
Adjusted EBITDA..................................................
$44.2
58.6
$8.1
32.8
$62.8
28.0
—
—
—
—
—
—
—
—
—
—
$38.7
8.2
12.6
$59.5
$76.2
23.6
23.6
—
—
—
—
($25.1)
$107.0
1.2
128.2
—
12.6
($23.9)
$247.8
$1.0
($22.3)
$170.1
—
—
1.2
144.1
—
23.6
$102.8
$40.9
$90.8
—
$123.4
$1.0
($21.1)
$337.7
(a) Timber Funds includes $7.3 million related to timber write-offs resulting from casualty events.
(b) Timber write-offs resulting from casualty events includes the write-off of merchantable and pre-merchantable timber volume destroyed by casualty
events which cannot be salvaged.
(c) Costs related to the merger with Pope Resources include legal, accounting, due diligence, consulting and other costs related to the merger with Pope
Resources.
(d) Large Dispositions are defined as transactions involving the sale of timberland that exceed $20 million in size and do not have a
demonstrable premium relative to timberland value.
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), CAD attributable to
noncontrolling interest in Timber Funds 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
noncontrolling interest in the Operating Partnership, distributions to the New Zealand minority shareholder,
repurchase of the Company’s common shares, debt reduction, timberland acquisitions and real estate development
investments. In compliance with SEC requirements for non-GAAP measures, we reduce CAD by mandatory debt
repayments, which results in the measure entitled “Adjusted CAD.” CAD and Adjusted CAD generated in any period
is not necessarily indicative of the CAD that may be generated in future periods.
54
Below is a reconciliation of Cash Provided by Operating Activities to Adjusted CAD for the three years ended
December 31 (in millions):
Cash provided by operating activities
Capital expenditures from continuing operations (a)
Costs related to the merger with Pope Resources (b)
CAD attributable to NCI in Timber Funds
Working capital and other balance sheet changes
CAD
Mandatory debt repayments (c)
Adjusted CAD
2020
$204.2
(66.5)
17.2
(2.8)
10.3
$162.4
—
$162.4
2019
$214.3
(64.0)
—
—
(0.9)
$149.4
(82.0)
$67.4
2018
$310.1
(62.3)
—
—
(7.7)
$240.1
—
$240.1
Cash used for investing activities
Cash provided by (used for) financing activities
($213.6) ($219.4) ($132.9)
($79.6) ($193.7)
$27.0
(a) Capital expenditures exclude timberland acquisitions and real estate development investments.
(b) Costs related to the merger with Pope Resources include legal, accounting, due diligence, consulting and other costs related to the merger
with Pope Resources.
(c) Excludes debt repayments on the New Zealand subsidiary noncontrolling interest shareholder loan.
The following table provides supplemental cash flow data for the three years ended December 31 (in millions):
Purchase of timberlands
Real Estate Development Investments
Distributions to noncontrolling interests in consolidated affiliates (a)
2020
2019
2018
($24.7) ($142.3)
($57.6)
(6.5)
(12.6)
(6.8)
(9.2)
(9.5)
(14.4)
(a)
Includes debt repayments on the New Zealand subsidiary noncontrolling interest shareholder loan.
OFF-BALANCE SHEET ARRANGEMENTS
We utilize off-balance sheet arrangements to provide credit support for certain suppliers and vendors in case of
their default on critical obligations, and collateral for outstanding claims under our previous workers’ compensation
self-insurance programs. These arrangements consist of standby letters of credit and surety bonds. As part of our
ongoing operations, we also periodically issue guarantees to third parties. Off-balance sheet arrangements are not
considered a source of liquidity or capital resources and do not expose us to material risks or material unfavorable
financial impacts. See Note 14 — Guarantees for further discussion.
55
CONTRACTUAL FINANCIAL OBLIGATIONS
In addition to using cash flow from operations, proceeds from our ATM program and proceeds from Large
Dispositions, we finance our operations and acquisitions through the issuance of debt and by entering into leases.
These financial obligations are recorded in accordance with accounting rules applicable to the underlying
transaction, with the result that some are recorded as liabilities on the Consolidated Balance Sheets, while others
are required to be disclosed in the Notes to Consolidated Financial Statements and Management’s Discussion and
Analysis.
The following table aggregates our contractual financial obligations as of December 31, 2020 and anticipated
cash spending by period:
Contractual Financial Obligations (in millions)
Long-term debt, excluding Timber Funds (a)................
Long-term debt, Timber Funds (b)................................
Interest payments on long-term debt, excluding
Timber Funds (c)...........................................................
Interest payments on long-term debt, Timber Funds....
Operating leases — timberland (d)...............................
Operating leases — PP&E, offices (d)..........................
Commitments — derivatives (e)....................................
Commitments - environmental remediation (f)..............
Commitments — other (g).............................................
Total contractual cash obligations........................
Total
$1,294.9
57.4
144.3
5.9
185.8
7.4
103.3
11.6
16.7
$1,827.3
2021
—
—
Payments Due by Period
2022-2023
$325.0
43.0
2024-2025
$284.9
14.4
Thereafter
$685.0
—
32.6
2.0
8.3
1.6
13.8
1.0
11.3
$70.6
46.9
3.4
15.3
2.2
34.8
3.7
1.0
$475.3
36.5
0.5
14.1
1.9
25.5
4.2
0.5
$382.5
28.3
—
148.1
1.7
29.2
2.7
3.9
$898.9
(a) The book value of long-term debt, excluding Timber Funds, net of deferred financing costs and fair market value adjustments, is currently
recorded at $1,300.3 million on our Consolidated Balance Sheet, but upon maturity the liability will be $1,294.9 million. See Note 8 - Debt for
additional information.
(b) The book value of long-term debt for the Timber Funds, net of fair market value adjustments, is currently recorded at $60.2 million on our
Consolidated Balance Sheet, but upon maturity the liability will be $57.4 million. See Note 8 - Debt for additional information.
(c) Projected interest payments for variable-rate debt were calculated based on outstanding principal amounts and interest rates as of
December 31, 2020.
(d) Excludes anticipated renewal options.
(e) Commitments — derivatives represent payments expected to be made on derivative financial instruments (interest rate swaps and forward-
starting interest rate swaps). See Note 16 — Derivative Financial Instruments and Hedging Activities for additional information.
(f) Commitments — environmental remediation represents our estimate of potential liability associated with environmental contamination and
Natural Resource Damages in Port Gamble, Washington. See Note 13 - Environmental and Natural Resource Damage Liabilities for
additional information.
(g) Commitments — other includes payments expected to be made on our Wildlight, Richmond Hill and West Puget Sound development
projects, payments made on timberland deeds and other purchase obligations.
56
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to various market risks, including changes in interest rates, commodity prices and foreign
exchange rates. Our objective is to minimize the economic impact of these market risks. We use derivatives in
accordance with policies and procedures approved by the Audit Committee of the Board of Directors. Derivatives
are managed by a senior executive committee, whose responsibilities include initiating, managing and monitoring
resulting exposures. We do not enter into financial instruments for trading or speculative purposes.
Interest Rate Risk
We are exposed to interest rate risk through our variable rate debt, primarily due to changes in LIBOR.
However, we use interest rate swaps to manage our exposure to interest rate movements on our term credit
agreements by swapping existing and anticipated future borrowings from floating rates to fixed rates. As of
December 31, 2020, we had $900 million of U.S. long-term variable rate debt outstanding on our term credit
agreements.
The notional amount of outstanding interest rate swap contracts with respect to our term credit agreements at
December 31, 2020 was also $900 million. The maturity date of the Term Credit Agreement was extended from
August 2024 to April 2028, with the associated interest rate swaps maturing in August 2024. We have entered into
forward starting interest rate swaps to cover $150 million of the Term Credit Agreement through the extended
maturity date. The Incremental Term Loan Agreement and associated interest rate swaps mature in May 2026, and
the 2020 Incremental Term Loan Agreement matures in April 2025 with the associated interest rate swaps maturing
in June 2030. At this borrowing level, a hypothetical one-percentage point increase/decrease in interest rates would
result in no corresponding increase/decrease in interest payments and expense over a 12-month period.
The fair market value of our long-term fixed interest rate debt is also subject to interest rate risk. The estimated
fair value of our long-term fixed rate debt excluding the Timber Funds at December 31, 2020 was $414 million
compared to the $395 million principal amount. The estimated fair value of our Timber Funds’ long-term fixed rate
debt at December 31, 2020 was $60.5 million compared to the $57.4 million principal amount. We use interest rates
of debt with similar terms and maturities to estimate the fair value of our debt. Generally, the fair market value of
fixed-rate debt will increase as interest rates fall and decrease as interest rates rise. A hypothetical one-percentage
point increase/decrease in prevailing interest rates at December 31, 2020 would result in a corresponding decrease/
increase in the fair value of our long-term fixed rate debt of approximately $11 million.
We estimate the periodic effective interest rate on our U.S. long-term fixed and variable rate debt, excluding
Timber Funds, to be approximately 3.1% after consideration of interest rate swaps and estimated patronage refunds
and excluding unused commitment fees on the revolving credit facility. We estimate the periodic effective interest
rate on our Timber Funds’ long-term fixed rate debt to be approximately 2.9% after consideration of estimated
patronage refunds.
57
The following table summarizes our outstanding debt, interest rate swaps and average interest rates, by year of
expected maturity and their fair values at December 31, 2020:
(Dollars in thousands)
2021
2022
2023
2024
2025
Thereafter
Total
Fair Value
Variable rate debt:
Principal amounts
Average interest rate (a)(b)
Fixed rate debt, excluding
Timber Funds:
Principal amounts
Average interest rate (b)
Fixed rate debt, Timber
Funds:
Principal amounts
Average interest rate (b)
Interest rate swaps:
Notional amount
Average pay rate (b)
Average receive rate (b)
Forward-starting interest
rate swaps
Notional amount
Average pay rate (b)
Average receive rate (b)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
$325,000
3.75%
—
—
—
—
—
—
—
—
$250,000
$650,000
$900,000
$900,000
2.00%
1.89%
1.92%
$34,903
$35,000
$394,903
$413,631
3.84%
4.98%
3.87%
$25,000
$17,980
$14,400
1.95%
5.10%
4.45%
—
—
—
—
—
—
—
—
—
—
—
—
$350,000
2.28%
0.15%
—
—
—
—
—
—
—
—
—
—
—
—
—
$57,380
$60,474
3.56%
$550,000
$900,000
($51,580)
1.31%
0.15%
1.69%
0.15%
$475,000
$475,000
($12,529)
1.22%
0.15%
1.22%
0.15%
(a) Excludes estimated patronage refunds.
(b)
Interest rates as of December 31, 2020.
Foreign Currency Exchange Rate Risk
The functional currency of our New Zealand-based operations and New Zealand subsidiary is the New Zealand
dollar. Through these operations and our ownership in the New Zealand subsidiary, we are exposed to foreign
currency risk on cash held in foreign currencies, shareholder distributions which are paid in U.S. dollars and on
foreign export sales and ocean freight payments that are predominantly denominated in U.S. dollars. To mitigate
these risks, the New Zealand subsidiary routinely enters into foreign currency exchange contracts and foreign
currency option contracts to hedge a portion of the New Zealand subsidiary’s foreign exchange exposure.
Sales and Expense Exposure
At December 31, 2020, the New Zealand subsidiary had foreign currency exchange contracts with a notional
amount of $49 million and foreign currency option contracts with a notional amount of $28 million outstanding
related to foreign export sales and ocean freight payments. The amount hedged represents a portion of forecasted
U.S. dollar denominated export timber and log trading sales proceeds over the next 24 months and next 3 months,
respectively.
58
The following table summarizes our outstanding foreign currency exchange rate risk contracts at December 31,
2020:
(Dollars in thousands)
0-1
months
1-2
months
2-3
months
3-6
months
6-12
months
12-18
months
18-24
months
Total
Fair
Value
Foreign exchange contracts to sell U.S. dollar for New Zealand dollar
Notional amount................................ $14,500
$4,000
$2,000
$8,000
$15,500
$5,000
Average contract rate........................ 1.3841
1.3839
1.3839
1.3837
1.3838
1.3841
Foreign currency option contracts to sell U.S. dollar for New Zealand dollar
Notional amount................................
$2,000
$4,000
$6,000
$8,000
$8,000
Average strike price..........................
1.5848
1.5846
1.5729
1.5633
1.6063
—
—
—
—
—
—
$49,000
$6,018
1.3839
$28,000
$1,515
1.5822
59
Item 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO FINANCIAL STATEMENTS
Management’s Reports on Internal Control over Financial Reporting...........................................................................................
Reports of Independent Registered Public Accounting Firm.........................................................................................................
Rayonier Inc.:................................................................................................................................................................................
Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2020...............
Consolidated Balance Sheets as of December 31, 2020 and 2019.........................................................................................
Consolidated Statements of Shareholders’ Equity for the Three Years Ended December 31, 2020........................................
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2020......................................................
Rayonier, L.P.:...............................................................................................................................................................................
Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2020...............
Consolidated Balance Sheets as of December 31, 2020 and 2019.........................................................................................
Consolidated Statements of Changes in Capital for the Three Years Ended December 31, 2020..........................................
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2020......................................................
Notes to Consolidated Financial Statements................................................................................................................................
Note 1 - Summary of Significant Accounting Policies............................................................................................................
Note 2 - Merger with Pope Resources...................................................................................................................................
Note 3 - Revenue...................................................................................................................................................................
Note 4 - Timberland Acquisitions...........................................................................................................................................
Note 5 - Leases.....................................................................................................................................................................
Note 6 - Noncontrolling Interests...........................................................................................................................................
Note 7 - Segment and Geographical Information..................................................................................................................
Note 8 - Debt.........................................................................................................................................................................
Note 9 - Higher and Better Use Timberlands and Real Estate Development Investments....................................................
Note 10 - Commitments.........................................................................................................................................................
Note 11 - Income Taxes.........................................................................................................................................................
Note 12 - Contingencies........................................................................................................................................................
Note 13 - Environmental and Natural Resource Damage Liabilities......................................................................................
Note 14 - Guarantees............................................................................................................................................................
Note 15 - Earnings Per Share and Per Unit...........................................................................................................................
Note 16 - Derivative Financial Instruments and Hedging Activities.......................................................................................
Note 17 - Fair Value Measurements......................................................................................................................................
Note 18 - Employee Benefit Plans.........................................................................................................................................
Note 19 - Incentive Stock Plans.............................................................................................................................................
Note 20 - Other Operating (Expense) Income, Net...............................................................................................................
Note 21 - Charges For Integration and Restructuring............................................................................................................
Note 22 - Inventory................................................................................................................................................................
Note 23 - Restricted Cash.....................................................................................................................................................
Note 24 - Other Assets..........................................................................................................................................................
Note 25 - Assets Held for Sale...............................................................................................................................................
Note 26 - Accumulated Other Comprehensive Income (Loss)..............................................................................................
Note 27 - Variable Interest Entities........................................................................................................................................
Note 28 - Related Party.........................................................................................................................................................
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60
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Rayonier Inc.
To Our Shareholders:
The management of Rayonier Inc. and its subsidiaries is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to
the Company’s management and Board of Directors regarding the preparation and fair presentation of the financial
statements for external purposes in accordance with accounting principles generally accepted in the United States
of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or
fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Rayonier Inc.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this
assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the
criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over
financial reporting was effective as of December 31, 2020.
Ernst & Young LLP, the independent registered public accounting firm that audited the Company’s consolidated
financial statements, has issued an audit report on the Company’s internal control over financial reporting as of
December 31, 2020. The report on the Company’s internal control over financial reporting as of December 31, 2020,
is on page 63.
RAYONIER INC.
By:
/s/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer
(Principal Executive Officer)
February 22, 2021
By:
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 22, 2021
By:
/s/ APRIL TICE
April Tice
Vice President, Financial Services and Corporate Controller
(Principal Accounting Officer)
February 22, 2021
61
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Rayonier, L.P.
To Our Unitholders:
The management of Rayonier, L.P. and its subsidiaries is responsible for establishing and maintaining adequate
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as
amended). Our system of internal controls over financial reporting is designed to provide reasonable assurance to
the Operating Partnership’s management and the Rayonier Inc. Board of Directors regarding the preparation and
fair presentation of the financial statements for external purposes in accordance with accounting principles generally
accepted in the United States of America.
Because of the inherent limitations of internal control over financial reporting, misstatements due to error or
fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Rayonier, L.P.’s management, under the supervision of the Chief Executive Officer and Chief Financial Officer,
assessed the effectiveness of our internal control over financial reporting as of December 31, 2020. In making this
assessment, we used the framework included in Internal Control — Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation under the
criteria set forth in Internal Control — Integrated Framework, management concluded that our internal control over
financial reporting was effective as of December 31, 2020.
RAYONIER, L.P.
By: RAYONIER, INC., its sole general partner
By:
/s/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer
(Principal Executive Officer)
February 22, 2021
By:
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
February 22, 2021
By:
/s/ APRIL TICE
April Tice
Vice President, Financial Services and Corporate Controller
(Principal Accounting Officer)
February 22, 2021
62
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Rayonier Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Rayonier Inc. and subsidiaries’ internal control over financial reporting as of December 31, 2020,
based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Rayonier Inc. and
subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as
of December 31, 2020, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, the related
consolidated statements of income and comprehensive income, shareholders’ equity and cash flows for each of the
three years in the period ended December 31, 2020, and the related notes and schedule and our report dated
February 22, 2021 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for
its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting
was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on
the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 22, 2021
63
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Rayonier Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rayonier Inc. and subsidiaries (the Company)
as of December 31, 2020 and 2019, the related consolidated statements of income and comprehensive income,
shareholders' equity and cash flows for each of the three years in the period ended December 31, 2020, and the
related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its
operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (2013 framework), and our report dated February 22, 2021 expressed an unqualified
opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with
the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the
PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to error or fraud, and performing procedures that
respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial
statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.
64
Description of the
Matter
Depletion of Timber
For the year ended December 31, 2020, the Company recognized $195 million in depletion expense
and the Timber and Timberlands balance, net of depletion and amortization, was $3,262 million at
December 31, 2020. As described in Note 1 to the financial statements, the Company establishes an
annual depletion rate for each particular region. Depletion rates are determined by region by dividing
merchantable inventory cost by standing merchantable inventory volume, which is estimated annually.
The Company charges accumulated costs attributed to merchantable timber to depletion expense (cost
of sales) at the time the timber is harvested or when the underlying timberland is sold.
Auditing management’s annual depletion rate was complex and subjective due to the estimation
uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the
depletion rate for each region. In particular, estimating the standing merchantable inventory volume
involves statistical sampling and growth modeling using inputs such as growth estimates, harvest
information and environmental and operational restrictions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls
over the Company’s process for establishing the annual depletion rate for each geographic region. For
example, we tested controls over management’s review of the standing merchantable inventory volume
that was determined for each geographic region.
To test the annual depletion rates (including standing merchantable inventory volume), our audit
procedures included, among others, evaluating the methodology used and testing the completeness
and accuracy of the underlying data used by the Company. We inspected satellite images to test timber
existence and assessed the timberland for features that would impact the Company’s ability to harvest
its timber. In addition, we evaluated current year changes to harvestability, analyzed the change in
depletion as a percentage of sales, utilized published industry growth rates to assess the increase in
timber volume growth and compared actual volume harvested to the volume estimated by the
Company.
Description of the
Matter
Business Combination: Valuation of Core Timber and Timberlands
On May 8, 2020, the Company completed its acquisition of Pope Resources for net consideration of
$538 million, as disclosed in Note 2 to the consolidated financial statements. The transaction was
accounted for as a business combination.
Auditing the Company's accounting for its acquisition of Pope Resources was complex due to the
significant estimation required by management to determine the fair value of the Core Timber and
Timberlands. The significant estimation was primarily due to the sensitivity of the respective fair values
to the significant underlying assumptions, including the discount rate and harvest volumes that are used
to estimate forecasted revenue. These significant assumptions are forward looking and could be
affected by future economic and market conditions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the
Company's controls over the valuation of the acquired Core Timber and Timberlands. For example, we
tested controls over management’s review of the valuation models and the significant assumptions
used in the valuation models.
To test the fair value of the Core Timber and Timberlands we performed audit procedures that included,
among others, evaluating the Company's selection of the valuation methodologies, evaluating the
methods and significant assumptions used by the Company, and evaluating the completeness and
accuracy of the underlying data supporting the significant assumptions and estimates. We involved our
valuation specialists to assist with our evaluation of the methodologies used by the Company and
significant assumptions included in valuation. We compared the significant assumptions to market and
economic trends, to the historical results of the acquired business and compared the overall fair value
of the Core Timber and Timberlands to other third-party property appraisals that were performed close
to the date of the acquisition.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2012.
Jacksonville, Florida
February 22, 2021
65
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Rayonier Inc., the general partner of Rayonier, L.P.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Rayonier, L.P. and subsidiaries (the Operating
Partnership) as of December 31, 2020 and 2019, the related consolidated statements of income and
comprehensive income, capital and cash flows for each of the three years in the period ended December 31, 2020,
and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Operating Partnership at December 31, 2020 and 2019, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in
conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Operating Partnership’s management. Our responsibility is
to express an opinion on the Operating Partnership’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Operating Partnership is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to
obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express
no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable
basis for our opinion.
Critical Audit Matter
The critical audit matters communicated below are matters arising from the current period audit of the financial
statements that were communicated or required to be communicated to the audit committee and that: (1) relate to
accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion
on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which
they relate.
66
Description of the
Matter
Depletion of Timber
For the year ended December 31, 2020, the Operating Partnership recognized $195 million in depletion
expense and the Timber and Timberlands balance, net of depletion and amortization, was $3,262
million at December 31, 2020. As described in Note 1 to the financial statements, the Operating
Partnership establishes an annual depletion rate for each particular region. Depletion rates are
determined by region by dividing merchantable inventory cost by standing merchantable inventory
volume, which is estimated annually. The Operating Partnership charges accumulated costs attributed
to merchantable timber to depletion expense (cost of sales) at the time the timber is harvested or when
the underlying timberland is sold.
Auditing management’s annual depletion rate was complex and subjective due to the estimation
uncertainty in determining the standing merchantable inventory volume utilized in the calculation of the
depletion rate for each region. In particular, estimating the standing merchantable inventory volume
involves statistical sampling and growth modeling using inputs such as growth estimates, harvest
information and environmental and operational restrictions.
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls
over the Operating Partnership’s process for establishing the annual depletion rate for each geographic
region. For example, we tested controls over management’s review of the standing merchantable
inventory volume that was determined for each geographic region.
How We
Addressed the
Matter in Our
Audit
To test the annual depletion rates (including standing merchantable inventory volume), our audit
procedures included, among others, evaluating the methodology used and testing the completeness
and accuracy of the underlying data used by the Operating Partnership. We inspected satellite images
to test timber existence and assessed the timberland for features that would impact the Operating
Partnership’s ability to harvest its timber. In addition, we evaluated current year changes to
harvestability, analyzed the change in depletion as a percentage of sales, utilized published industry
growth rates to assess the increase in timber volume growth and compared actual volume harvested to
the volume estimated by the Operating Partnership.
Description of the
Matter
Business Combination: Valuation of Core Timber and Timberlands
On May 8, 2020, the Operating Partnership completed its acquisition of Pope Resources for net
consideration of $538 million, as disclosed in Note 2 to the consolidated financial statements. The
transaction was accounted for as a business combination.
Auditing the Operating Partnership’s accounting for its acquisition of Pope Resources was complex due
to the significant estimation required by management to determine the fair value of the Core Timber and
Timberlands. The significant estimation was primarily due to the sensitivity of the respective fair values
to the significant underlying assumptions, including the discount rate and harvest volumes that are used
to estimate forecasted revenue. These significant assumptions are forward looking and could be
affected by future economic and market conditions.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of the
Operating Partnership's controls over the valuation of the acquired Core Timber and Timberlands. For
example, we tested controls over management’s review of the valuation models and the significant
assumptions used in the valuation models.
To test the fair value of the Core Timber and Timberlands we performed audit procedures that included,
among others, evaluating the Operating Partnership's selection of the valuation methodologies,
evaluating the methods and significant assumptions used by the Operating Partnership, and evaluating
the completeness and accuracy of the underlying data supporting the significant assumptions and
estimates. We involved our valuation specialists to assist with our evaluation of the methodologies used
by the Operating Partnership and significant assumptions included in valuation. We compared the
significant assumptions to market and economic trends, to the historical results of the acquired
business and compared the overall fair value of the Core Timber and Timberlands to other third-party
property appraisals that were performed close to the date of the acquisition.
We have served as the Operating Partnership’s auditor since 2019.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 22, 2021
67
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
(Thousands of dollars, except per share data)
SALES (NOTE 3)..................................................................................................
Costs and Expenses
Cost of sales................................................................................................
Selling and general expenses......................................................................
Other operating (expense) income, net (Note 20)
OPERATING INCOME..........................................................................................
Interest expense....................................................................................................
Interest and other miscellaneous income, net.......................................................
INCOME BEFORE INCOME TAXES...................................................................
Income tax expense (Note 11)............................................................................
NET INCOME........................................................................................................
Less: Net income attributable to noncontrolling interest in the Operating
Partnership.........................................................................................................
Less: Net loss (income) attributable to noncontrolling interest in consolidated
affiliates...............................................................................................................
NET INCOME ATTRIBUTABLE TO RAYONIER INC..........................................
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax effect of $0,
$0 and $0..................................................................................................
Cash flow hedges, net of income tax effect of $1,845, $664 and $1,270....
Actuarial change and amortization of pension and postretirement plan
liabilities, net of income tax effect of $0, $0 and $711...............................
Total other comprehensive loss...............................................................
COMPREHENSIVE (LOSS) INCOME..................................................................
Less: Comprehensive income attributable to noncontrolling interests in the
Operating Partnership...........................................................................................
Less: Comprehensive loss (income) attributable to noncontrolling interest in
consolidated affiliates............................................................................................
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER INC....
EARNINGS PER COMMON SHARE (NOTE 15)
Basic earnings per share attributable to Rayonier Inc.
Diluted earnings per share attributable to Rayonier Inc.
2020
$859,154
2019
$711,556
2018
$816,138
(712,436)
(50,645)
(21,685)
(784,766)
74,388
(38,768)
1,173
36,793
(7,009)
29,784
(558,350)
(41,646)
(4,533)
(604,529)
107,027
(31,716)
5,307
80,618
(12,940)
67,678
(605,259)
(41,951)
1,140
(646,070)
170,068
(32,066)
4,564
142,566
(25,236)
117,330
(528)
—
—
7,828
37,084
(8,573)
59,105
(15,114)
102,216
28,272
(61,055)
963
(30,482)
(22,759)
5,029
(925)
(33,708)
(3,924)
(1,350)
(30,869)
36,809
(1,630)
(19,360)
97,970
(3,068)
—
—
1,393
($5,599)
(9,146)
$27,663
(8,931)
$89,039
$0.28
$0.27
$0.46
$0.46
$0.79
$0.79
See Notes to Consolidated Financial Statements.
68
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Thousands of dollars, except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents, excluding Timber Funds.........................................................................
Cash and cash equivalents, Timber Funds.........................................................................................
Total cash and cash equivalents......................................................................................................
Accounts receivable, less allowance for doubtful accounts of $25 and $24......................................
Inventory (Note 22).............................................................................................................................
Prepaid logging roads.........................................................................................................................
Prepaid expenses...............................................................................................................................
Assets held for sale (Note 25)............................................................................................................
Other current assets...........................................................................................................................
Total current assets...................................................................................................................
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION...........................................
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 9)
PROPERTY, PLANT AND EQUIPMENT
2020
2019
$80,454
4,053
84,507
49,082
10,594
12,073
4,095
3,449
6,765
170,565
3,262,126
$68,735
—
68,735
27,127
14,518
12,128
2,600
—
867
125,975
2,482,047
108,518
81,791
Land....................................................................................................................................................
Buildings.............................................................................................................................................
Machinery and equipment...................................................................................................................
Construction in progress.....................................................................................................................
Total property, plant and equipment, gross................................................................................
Less—accumulated depreciation........................................................................................................
Total property, plant and equipment, net...................................................................................
RESTRICTED CASH (NOTE 23).................................................................................................................
RIGHT-OF-USE ASSETS (NOTE 5)............................................................................................................
OTHER ASSETS (NOTE 24).......................................................................................................................
TOTAL ASSETS.......................................................................................................................
6,548
31,024
4,615
452
42,639
(12,238)
30,401
2,975
108,992
45,156
$3,728,733
4,131
23,095
4,339
348
31,913
(9,662)
22,251
1,233
99,942
47,757
$2,860,996
LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable................................................................................................................................
Current maturities of long-term debt, excluding Timber Funds (Note 8).............................................
Accrued taxes.....................................................................................................................................
Accrued payroll and benefits...............................................................................................................
Accrued interest..................................................................................................................................
Deferred revenue................................................................................................................................
Other current liabilities........................................................................................................................
Total current liabilities................................................................................................................
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS, EXCLUDING TIMBER FUNDS
(NOTE 8)......................................................................................................................................................
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS, TIMBER FUNDS (NOTE 8).................
PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 18)........................................................
LONG-TERM LEASE LIABILITY (NOTE 5)................................................................................................
OTHER NON-CURRENT LIABILITIES.........................................................................................................
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 12)
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP (NOTE 6)
SHAREHOLDERS’ EQUITY
$24,790
—
7,347
12,327
6,325
11,112
29,234
91,135
1,300,336
60,179
23,344
100,251
160,722
$18,160
82,000
3,032
8,869
5,205
11,440
22,480
151,186
973,129
—
25,311
90,481
83,247
130,121
—
Common Shares, 480,000,000 shares authorized, 137,678,822 and 129,331,069 shares issued
and outstanding.................................................................................................................................
Retained earnings................................................................................................................................
Accumulated other comprehensive loss (Note 26)...............................................................................
TOTAL RAYONIER INC. SHAREHOLDERS’ EQUITY...................................................................
Noncontrolling interests in consolidated affiliates (Note 6)...................................................................
TOTAL SHAREHOLDERS’ EQUITY................................................................................................
TOTAL LIABILITIES, NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
AND SHAREHOLDERS’ EQUITY....................................................................................................
1,101,675
446,267
(73,885)
1,474,057
388,588
1,862,645
888,177
583,006
(31,202)
1,439,981
97,661
1,537,642
$3,728,733
$2,860,996
See Notes to Consolidated Financial Statements.
69
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Thousands of dollars, except share data)
Balance, December 31, 2017...............................
128,970,776
$872,228
$707,378
$13,417
$99,917
$1,692,940
Common Shares
Shares
Amount
Accumulated
Other
Comprehensive
Income (Loss)
Noncontrolling
Interests in
Consolidated
Affiliates
Retained
Earnings
Shareholders’
Equity
129,331,069
$888,177
$583,006
($31,202)
$97,661
$1,537,642
—
—
—
—
—
—
Cumulative-effect adjustment due to adoption
of ASU No. 2018-02...............................................
Net income.............................................................
Dividends ($1.06 per share)...................................
—
—
—
—
—
—
711
102,216
(137,934)
Issuance of shares under incentive stock plans.....
Stock-based compensation....................................
599,422
—
8,591
6,428
Repurchase of common shares.............................
(81,523)
(2,984)
Repurchase of common shares.............................
(455,609)
(4,250)
(8,430)
Actuarial change and amortization of pension and
postretirement plan liabilities..................................
Foreign currency translation adjustment................
Cash flow hedges...................................................
Distributions to noncontrolling interests in
consolidated affiliates.............................................
Balance, December 31, 2018...............................
Net income.............................................................
Dividends ($1.08 per share)...................................
Issuance of shares under incentive stock plans.....
Stock-based compensation....................................
Actuarial change and amortization of pension and
postretirement plan liabilities..................................
Foreign currency translation adjustment................
Cash flow hedges...................................................
Distributions to noncontrolling interests in
consolidated affiliates.............................................
Balance, December 31, 2019...............................
Issuances of shares associated with the merger
with Pope Resources ............................................
Net income (loss)...................................................
Net income attributable to noncontrolling interest
in the Operating Partnership..................................
Dividends ($1.08 per share) (a).............................
Issuance of shares under the “at-the-market”
equity offering, net of commissions and offering
costs of $799..........................................................
Issuance of shares under incentive stock plans.....
Stock-based compensation....................................
—
—
—
—
—
—
—
129,488,675
—
—
$884,263
—
—
$672,371
59,105
—
298,003
—
—
(140,040)
1,260
6,904
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,181,071
—
172,418
—
—
37,612
—
—
—
—
(528)
(146,278)
1,103,012
32,574
266,036
—
1,589
8,026
—
—
—
Repurchase of common shares.............................
(219,619)
(1,605)
(3,152)
Acquisition of noncontrolling interests in
consolidated affiliates.............................................
Adjustment of noncontrolling interest in the
Operating Partnership............................................
—
—
Conversion of units into common shares...............
17,253
Actuarial change and amortization of pension and
postretirement plan liabilities..................................
Foreign currency translation adjustment................
Cash flow hedges...................................................
Allocation of other comprehensive income to
noncontrolling interests in the Operating
Partnership ............................................................
Distributions to noncontrolling interests in
consolidated affiliates.............................................
Noncontrolling interests in consolidated affiliates
redemption of shares ............................................
Balance, December 31, 2020...............................
—
—
—
—
—
—
—
—
496
—
—
—
—
—
—
—
(24,393)
—
—
—
—
—
—
—
(711)
—
—
—
—
—
(919)
(17,329)
5,781
—
$239
—
—
—
—
—
(1,350)
784
(30,875)
—
15,114
—
—
—
—
—
(5,430)
(752)
(11,172)
$97,677
8,573
—
—
—
—
—
179
393
—
117,330
(137,934)
8,591
6,428
(2,984)
(919)
(22,759)
5,029
(11,172)
$1,654,550
67,678
(140,040)
1,260
6,904
(12,680)
(1,350)
963
(30,482)
—
(9,161)
(9,161)
—
—
—
—
—
—
—
—
—
—
—
(925)
22,928
(62,146)
—
(7,828)
172,418
29,784
—
—
—
—
—
—
(528)
(146,278)
32,574
1,589
8,026
(4,757)
333,366
333,366
—
—
—
5,344
1,091
(24,393)
496
(925)
28,272
(61,055)
(2,540)
—
(2,540)
—
—
(12,643)
(12,643)
(28,403)
(28,403)
137,678,822
$1,101,675
$446,267
($73,885)
$388,588
$1,862,645
(a) For information regarding distributions to noncontrolling interests in the Operating Partnership, see the Rayonier Inc. Consolidated
Statements of Cash Flows and Note 6 — Noncontrolling Interests.
See Notes to Consolidated Financial Statements.
70
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31,
(Thousands of dollars)
2020
2019
2018
OPERATING ACTIVITIES
Net income...............................................................................................................................................
$29,784
$67,678
$117,330
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization.....................................................................................
164,996
128,235
144,121
Non-cash cost of land and improved development.......................................................................
30,368
Stock-based incentive compensation expense.............................................................................
Deferred income taxes..................................................................................................................
Amortization of losses from pension and postretirement plans....................................................
Timber write-offs due to casualty events......................................................................................
Gain on sale of large disposition of timberlands...........................................................................
Other.............................................................................................................................................
8,026
7,541
869
15,203
(28,655)
(11,100)
Changes in operating assets and liabilities, net of effects of merger with Pope Resources:
Receivables..................................................................................................................................
(15,378)
Inventories....................................................................................................................................
Accounts payable.........................................................................................................................
All other operating activities..........................................................................................................
(1,448)
5,668
(1,700)
12,565
6,904
11,314
449
—
—
23,553
6,428
22,832
675
—
—
(4,999)
(2,613)
(849)
1,224
(1,554)
(6,714)
765
1,773
(4,626)
(142)
CASH PROVIDED BY OPERATING ACTIVITIES........................................................................
204,174
214,253
310,096
INVESTING ACTIVITIES
Capital expenditures................................................................................................................................
(66,500)
(63,996)
(62,325)
Real estate development investments.....................................................................................................
(6,462)
(6,803)
(9,501)
Purchase of timberlands..........................................................................................................................
(24,695)
(142,287)
(57,608)
Net proceeds from large disposition of timberlands.................................................................................
115,666
Cash consideration for merger with Pope Resources, net of cash acquired...........................................
(231,068)
—
—
—
—
Other........................................................................................................................................................
(584)
(6,304)
(3,421)
CASH USED FOR INVESTING ACTIVITIES...............................................................................
(213,643)
(219,390)
(132,855)
FINANCING ACTIVITIES
Issuance of debt.......................................................................................................................................
320,000
82,000
1,014
Repayment of debt...................................................................................................................................
(152,000)
—
(54,416)
Dividends paid on common stock............................................................................................................
(146,348)
(141,071)
(136,772)
Distributions to noncontrolling interests in the Operating Partnership.....................................................
Proceeds from the issuance of common shares under incentive stock plan...........................................
Proceeds from the issuance of common shares under the “at-the-market” (ATM) equity offering
program, net of commissions and offering costs.....................................................................................
Repurchase of common shares to pay withholding taxes on vested incentive stock awards..................
Repurchase of common shares under repurchase program...................................................................
Debt issuance costs.................................................................................................................................
Proceeds from shareholder distribution hedge........................................................................................
(3,596)
1,368
32,574
(1,605)
(3,152)
(2,483)
—
Noncontrolling interests in consolidated affiliates redemption of shares.................................................
(5,113)
—
1,260
—
(4,250)
(8,430)
(132)
135
—
—
8,591
—
(2,984)
—
—
2,025
—
Distributions to noncontrolling interests in consolidated affiliates............................................................
(12,643)
(9,161)
(11,172)
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES...................................................
27,002
(79,649)
(193,714)
EFFECT OF EXCHANGE RATE CHANGES ON CASH........................................................................
(19)
(1,700)
571
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash............................................................................
Balance, beginning of year......................................................................................................................
17,514
69,968
(86,486)
(15,902)
156,454
172,356
Balance, end of year................................................................................................................................
$87,482
$69,968
$156,454
See Notes to Consolidated Financial Statements.
71
RAYONIER INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
For the Years Ended December 31,
(Thousands of dollars)
2020
2019
2018
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year:
Interest (a)..............................................................................................................................
Income taxes..........................................................................................................................
$40,895
816
$32,782
1,691
$33,120
2,150
Non-cash investing activity:
Capital assets purchased on account....................................................................................
$3,205
$3,568
$2,001
Non-cash financing activity:
Equity consideration for merger with Pope Resources..........................................................
Redeemable Operating Partnership Unit consideration for merger with Pope Resources....
Noncontrolling interests in consolidated affiliates redemption of shares (b)..........................
$172,640
106,752
23,290
—
—
—
—
—
—
(a)
Interest paid is presented net of patronage payments received of $4.7 million, $4.0 million and $4.1 million for the years ended December 31,
2020, 2019 and 2018, respectively. For additional information on patronage payments, see Note 8 - Debt.
(b) Represents a capital distribution made by the New Zealand subsidiary in order to redeem certain equity interests, resulting in the recording of
a noncontrolling interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of $23.3 million.
See Note 6 - Noncontrolling Interests and Note 8 - Debt for further information.
See Notes to Consolidated Financial Statements.
72
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
For the Years Ended December 31,
(Dollars in thousands, except per unit amounts)
SALES (NOTE 3)..................................................................................................
Costs and Expenses
Cost of sales................................................................................................
Selling and general expenses......................................................................
Other operating (expense) income, net (Note 20)
OPERATING INCOME..........................................................................................
Interest expense....................................................................................................
Interest and other miscellaneous income, net.......................................................
INCOME BEFORE INCOME TAXES...................................................................
Income tax expense (Note 11)............................................................................
NET INCOME........................................................................................................
Less: Net loss (income) attributable to noncontrolling interest in consolidated
affiliates...............................................................................................................
NET INCOME ATTRIBUTABLE TO RAYONIER, L.P. UNITHOLDERS.............
OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax effect of $0,
$0 and $0..................................................................................................
Cash flow hedges, net of income tax effect of $1,845, $664 and $1,270....
Actuarial change and amortization of pension and postretirement plan
liabilities, net of income tax effect of $0, $0 and $711...............................
Total other comprehensive loss...............................................................
COMPREHENSIVE (LOSS) INCOME..................................................................
Less: Comprehensive loss (income) attributable to noncontrolling interest in
consolidated affiliates............................................................................................
2020
$859,154
2019
$711,556
2018
$816,138
(712,436)
(50,645)
(21,685)
(784,766)
74,388
(38,768)
1,173
36,793
(7,009)
29,784
(558,350)
(41,646)
(4,533)
(604,529)
107,027
(31,716)
5,307
80,618
(12,940)
67,678
(605,259)
(41,951)
1,140
(646,070)
170,068
(32,066)
4,564
142,566
(25,236)
117,330
7,828
37,612
(8,573)
(15,114)
59,105
102,216
28,272
(61,055)
963
(30,482)
(22,759)
5,029
(925)
(33,708)
(3,924)
(1,350)
(30,869)
36,809
(1,630)
(19,360)
97,970
1,393
(9,146)
(8,931)
COMPREHENSIVE (LOSS) INCOME ATTRIBUTABLE TO RAYONIER, L.P.
UNITHOLDERS....................................................................................................
($2,531)
$27,663
$89,039
EARNINGS PER UNIT (NOTE 15)
Basic earnings per unit attributable to Rayonier, L.P.
Diluted earnings per unit attributable to Rayonier, L.P.
$0.28
$0.27
$0.46
$0.46
$0.79
$0.79
See Notes to Consolidated Financial Statements.
73
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of December 31,
(Dollars in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents, excluding Timber Funds...............................................................................
Cash and cash equivalents, Timber Funds...............................................................................................
Total cash and cash equivalents............................................................................................................
Accounts receivable, less allowance for doubtful accounts of $25 and $24
Inventory (Note 22)...................................................................................................................................
Prepaid logging roads...............................................................................................................................
Prepaid expenses.....................................................................................................................................
Assets held for sale (Note 25)...................................................................................................................
Other current assets.................................................................................................................................
Total current assets..............................................................................................................................
TIMBER AND TIMBERLANDS, NET OF DEPLETION AND AMORTIZATION.........................................
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT
INVESTMENTS (NOTE 9)......................................................................................................................
PROPERTY, PLANT AND EQUIPMENT
Land..........................................................................................................................................................
Buildings...................................................................................................................................................
Machinery and equipment........................................................................................................................
Construction in progress...........................................................................................................................
Total property, plant and equipment, gross.............................................................................................
Less — accumulated depreciation............................................................................................................
Total property, plant and equipment, net..............................................................................................
RESTRICTED CASH (NOTE 23)................................................................................................................
RIGHT-OF-USE ASSETS (NOTE 5)...........................................................................................................
OTHER ASSETS (NOTE 24)......................................................................................................................
TOTAL ASSETS..................................................................................................................................
2020
2019
$80,454
4,053
84,507
49,082
10,594
12,073
4,095
3,449
6,765
170,565
3,262,126
$68,735
—
68,735
27,127
14,518
12,128
2,600
—
867
125,975
2,482,047
108,518
81,791
6,548
31,024
4,615
452
42,639
(12,238)
30,401
2,975
108,992
45,156
$3,728,733
4,131
23,095
4,339
348
31,913
(9,662)
22,251
1,233
99,942
47,757
$2,860,996
LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL
CURRENT LIABILITIES
Accounts payable.....................................................................................................................................
Current maturities of long-term debt, excluding Timber Funds (Note 8)...................................................
Accrued taxes...........................................................................................................................................
Accrued payroll and benefits.....................................................................................................................
Accrued interest........................................................................................................................................
Deferred revenue......................................................................................................................................
Other current liabilities..............................................................................................................................
Total current liabilities...........................................................................................................................
$24,790
—
7,347
12,327
6,325
11,112
29,234
91,135
$18,160
82,000
3,032
8,869
5,205
11,440
22,480
151,186
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS, EXCLUDING TIMBER FUNDS
(NOTE 8).....................................................................................................................................................
1,300,336
973,129
LONG-TERM DEBT, NET OF DEFERRED FINANCING COSTS, TIMBER FUNDS (NOTE 8)................
PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 18).......................................................
LONG-TERM LEASE LIABILITY (NOTE 5)...............................................................................................
OTHER NON-CURRENT LIABILITIES.......................................................................................................
COMMITMENTS AND CONTINGENCIES (NOTES 10 and 12).................................................................
REDEEMABLE OPERATING PARTNERSHIP UNITS (NOTE 6) 4,428,900 and 0 Units outstanding,
respectively................................................................................................................................................
CAPITAL.....................................................................................................................................................
General partners’ capital...........................................................................................................................
Limited partners’ capital............................................................................................................................
Accumulated other comprehensive loss (Note 26)...................................................................................
TOTAL CONTROLLING INTEREST CAPITAL.....................................................................................
Noncontrolling interests in consolidated affiliates (Note 6)........................................................................
TOTAL CAPITAL...................................................................................................................................
60,179
23,344
100,251
160,722
—
25,311
90,481
83,247
130,121
—
15,454
1,529,948
(71,345)
1,474,057
388,588
1,862,645
14,712
1,456,471
(31,202)
1,439,981
97,661
1,537,642
TOTAL LIABILITIES, REDEEMABLE OPERATING PARTNERSHIP UNITS AND CAPITAL.............
$3,728,733
$2,860,996
See Notes to Consolidated Financial Statements.
74
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN CAPITAL
(Dollars in thousands, except share data)
Balance, December 31, 2018..................................................
Net income................................................................................
$15,566
$1,541,068
591
58,514
Distributions on units ($1.08 per unit).......................................
(1,400)
(138,640)
Issuance of units under incentive stock plans...........................
Stock-based compensation.......................................................
13
69
1,247
6,835
Repurchase of units..................................................................
(127)
(12,553)
Balance, December 31, 2017..................................................
Cumulative-effect adjustment due to adoption of ASU No.
2018-02.....................................................................................
Net income................................................................................
Distributions on units ($1.06 per unit).......................................
Issuance of units under incentive stock plans...........................
Stock-based compensation.......................................................
Repurchase of units..................................................................
Actuarial change and amortization of pension and
postretirement plan liabilities.....................................................
Foreign currency translation adjustment...................................
Cash flow hedges......................................................................
Distributions to noncontrolling interests in consolidated
affiliates.....................................................................................
Actuarial change and amortization of pension and
postretirement plan liabilities.....................................................
Foreign currency translation adjustment...................................
Cash flow hedges......................................................................
Distributions to noncontrolling interests in consolidated
affiliates.....................................................................................
Balance, December 31, 2019..................................................
Issuance of units associated with the merger with Pope
Resources.................................................................................
Net income (loss)......................................................................
Distributions on units ($1.08 per unit).......................................
Issuance of units under the “at-the-market” equity offering, net
of commissions and offering costs of $799...............................
Issuance of units under incentive stock plans...........................
Stock-based compensation.......................................................
Repurchase of units..................................................................
Adjustment of Redeemable Operating Partnership Units.........
Acquisition of noncontrolling interests in consolidated affiliates
Conversion of units to common shares.....................................
Actuarial change and amortization of pension and
postretirement plan liabilities.....................................................
Foreign currency translation adjustment...................................
Cash flow hedges......................................................................
Distributions to noncontrolling interests in consolidated
affiliates.....................................................................................
Noncontrolling interests in consolidated affiliates redemption
of unit equivalents.....................................................................
Balance, December 31, 2020..................................................
Units
General
Partners’
Capital
Limited
Partners’
Capital
$15,796
$1,563,810
Accumulated
Other
Comprehensive
Income (Loss)
$13,417
Noncontrolling
Interests in
Consolidated
Affiliates
$99,917
Total Capital
$1,692,940
7
704
(711)
—
—
1,022
101,194
(1,379)
(136,555)
86
64
(30)
—
—
—
—
8,505
6,364
(2,954)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(919)
15,114
117,330
—
—
—
—
—
(137,934)
8,591
6,428
(2,984)
(919)
(17,329)
(5,430)
(22,759)
5,781
(752)
5,029
—
$239
—
—
—
—
—
(1,350)
784
(30,875)
(11,172)
(11,172)
$97,677
$1,654,550
8,573
67,678
—
—
—
—
—
179
393
(140,040)
1,260
6,904
(12,680)
(1,350)
963
(30,482)
—
(9,161)
(9,161)
$14,712
$1,456,471
($31,202)
$97,661
$1,537,642
1,724
376
170,694
37,236
(1,500)
(148,375)
326
16
81
(47)
(239)
—
5
—
—
—
—
32,248
1,573
7,945
(4,710)
(23,625)
—
491
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(925)
22,928
(62,146)
—
(7,828)
—
—
—
—
—
—
172,418
29,784
(149,875)
32,574
1,589
8,026
(4,757)
(23,864)
333,366
333,366
—
—
5,344
1,091
496
(925)
28,272
(61,055)
—
(12,643)
(12,643)
—
$15,454
—
$1,529,948
—
($71,345)
(28,403)
$388,588
(28,403)
$1,862,645
See Notes to Consolidated Financial Statements.
75
RAYONIER, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
As of December 31,
(Dollars in thousands)
OPERATING ACTIVITIES
Net income.............................................................................................................................
$29,784
$67,678
$117,330
2020
2019
2018
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization............................................................................
Non-cash cost of land and improved development.............................................................
Stock-based incentive compensation expense...................................................................
Deferred income taxes........................................................................................................
Amortization of losses from pension and postretirement plans..........................................
Timber write-offs due to casualty events.............................................................................
Gain on sale of large disposition of timberlands.................................................................
Other...................................................................................................................................
Changes in operating assets and liabilities, net of effects of merger with Pope Resources:
164,996
30,368
8,026
7,541
869
15,203
(28,655)
(11,100)
Receivables........................................................................................................................
(15,378)
Inventories..........................................................................................................................
Accounts payable................................................................................................................
All other operating activities................................................................................................
(1,448)
5,668
(1,700)
128,235
144,121
12,565
6,904
11,314
449
—
—
23,553
6,428
22,832
675
—
—
(4,999)
(2,613)
(849)
1,224
(1,554)
(6,714)
765
1,773
(4,626)
(142)
CASH PROVIDED BY OPERATING ACTIVITIES..............................................................
204,174
214,253
310,096
INVESTING ACTIVITIES
Capital expenditures..............................................................................................................
Real estate development investments...................................................................................
Purchase of timberlands........................................................................................................
Net proceeds from large disposition of timberlands...............................................................
Cash consideration for merger with Pope Resources, net of cash acquired.........................
(66,500)
(6,462)
(24,695)
115,666
(231,068)
(63,996)
(6,803)
(142,287)
—
—
(62,325)
(9,501)
(57,608)
—
—
Other......................................................................................................................................
(584)
(6,304)
(3,421)
CASH USED FOR INVESTING ACTIVITIES......................................................................
(213,643)
(219,390)
(132,855)
FINANCING ACTIVITIES
Issuance of debt.....................................................................................................................
Repayment of debt.................................................................................................................
Distributions on units..............................................................................................................
Proceeds from the issuance of units under incentive stock plan...........................................
Repurchase of units to pay withholding taxes on vested incentive stock awards..................
Debt issuance costs...............................................................................................................
Proceeds from the issuance of units under the “at-the-market” (ATM) equity offering
program, net of commissions and offering costs....................................................................
Repurchase of units made under repurchase program.........................................................
Proceeds from shareholder distribution hedge......................................................................
Noncontrolling interests in consolidated affiliates redemption of shares................................
Distributions to noncontrolling interests in consolidated affiliates..........................................
CASH PROVIDED BY (USED FOR) FINANCING ACTIVITIES.........................................
EFFECT OF EXCHANGE RATE CHANGES ON CASH......................................................
CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Change in cash, cash equivalents and restricted cash..........................................................
Balance, beginning of year....................................................................................................
Balance, end of period...........................................................................................................
320,000
(152,000)
(149,944)
1,368
(1,605)
(2,483)
32,574
(3,152)
—
(5,113)
(12,643)
27,002
(19)
17,514
69,968
$87,482
82,000
—
(141,071)
1,260
(4,250)
(132)
—
(8,430)
135
—
(9,161)
(79,649)
(1,700)
(86,486)
156,454
$69,968
1,014
(54,416)
(136,772)
8,591
(2,984)
—
—
—
2,025
—
(11,172)
(193,714)
571
(15,902)
172,356
$156,454
See Notes to Consolidated Financial Statements.
76
2020
2019
2018
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the period:
Interest (a)...........................................................................................................................
$40,895
Income taxes.......................................................................................................................
816
$32,782
1,691
$33,120
2,150
Non-cash investing activity:
Capital assets purchased on account.................................................................................
$3,205
$3,568
$2,001
Non-cash financing activity:
Unit consideration for merger with Pope Resources...........................................................
$172,640
Redeemable Operating Partnership Unit consideration for merger with Pope Resources.
Noncontrolling interests in consolidated affiliates redemption of shares (b).......................
106,752
23,290
—
—
—
—
—
—
(a) Interest paid is presented net of patronage payments received of $4.7 million, $4.0 million and $4.1 million for the years ended December
31, 2020, 2019 and 2018, respectively. For additional information on patronage payments, see Note 8 — Debt.
(b) Represents a capital distribution made by the New Zealand subsidiary in order to redeem certain equity interests, resulting in the recording
of a noncontrolling interest share redemption of $5.1 million and a loan payable by the New Zealand subsidiary in the amount of
$23.3 million. See Note 6 - Noncontrolling Interests and Note 8 - Debt for further information.
See Notes to Consolidated Financial Statements.
77
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollar amounts in thousands unless otherwise stated)
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
Our consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States of America (“U.S. GAAP”). Rayonier Inc.'s Consolidated Financial Statements include
the Operating Partnership, wholly-owned subsidiaries and entities in which the Company has a controlling interest.
Rayonier, L.P.'s Consolidated Financial Statements include wholly-owned subsidiaries and entities in which the
Operating Partnership has a controlling interest. For additional information regarding our consolidated entities with a
noncontrolling interest component, see Note 6 - Noncontrolling Interests for additional information. All intercompany
balances and transactions are eliminated.
On May 7, 2020, Rayonier Inc. contributed its 100% ownership interest in Rayonier Operating Company LLC
(the “Contribution”) to Rayonier, L.P. As a result of the Contribution, which constituted the transfer of all or
substantially all of Rayonier’s assets under the terms of the Indenture, dated March 5, 2012 (as supplemented and
amended from time to time, the “Indenture”), between Rayonier, as issuer, the subsidiary guarantors party thereto
and The Bank of New York Mellon Trust Company, N.A., as trustee, Rayonier, L.P. expressly assumed all the
obligations of Rayonier under the Indenture, including obligations with respect to the outstanding $325 million in
aggregate principal amount of 3.750% Senior Notes due 2022 (the “2022 Notes”) issued thereunder.
On May 7, 2020, Rayonier, Rayonier, L.P., the subsidiary guarantors party thereto and the Trustee entered into
the Third Supplemental Indenture, pursuant to which (1) Rayonier, L.P. succeeded to and became substituted for
the Company under the Indenture and 2022 Notes and expressly assumed all the obligations of the Company under
the Indenture, including obligations with respect to the 2022 Notes, and (2) Rayonier agreed to irrevocably, fully and
unconditionally guarantee, jointly and severally, the obligations of Rayonier, L.P. under Indenture, including the 2022
Notes.
On May 8, 2020, Rayonier, L.P. acquired Pope Resources and became the general partner of Pope Resources.
The acquisition occurred pursuant to a series of mergers (the “Mergers”) provided for in Agreement and Plan of
Merger, dated as of January 14, 2020, as amended by Amendment No. 1, dated as of April 1, 2020 (as amended,
the “Merger Agreement”), by and among Rayonier Inc., Rayonier, L.P., Rayonier Operating Company LLC, Rayonier
Operating Company Holdings, LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II, LLC, Pacific LP
Merger Sub III, LLC, Pope Resources, Pope EGP, Inc. and Pope MGP, Inc. As of December 31, 2020, the Company
owned a 96.9% interest in the Operating Partnership, with the remaining 3.1% interest owned by limited partners of
the Operating Partnership. As the sole general partner of the Operating Partnership, Rayonier Inc. has exclusive
control of the day-to-day management of the Operating Partnership.
The Contribution was accounted for as a change in reporting entity between entities under common control in
accordance with ASC 250-10-45-21. A change in reporting entity requires retrospective application for all periods as
if the Contribution had been in effect since inception of common control. As a result, the consolidated financial
statements and notes thereto for Rayonier, L.P. in this combined report have been prepared as if the change in
reporting entity occurred on January 1, 2018.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The effect of the change in reporting entity on Rayonier, L.P.’s operating income, net income attributable to
Rayonier, L.P. and per unit amounts for the twelve months ended December 31, 2020, 2019, and 2018 are
presented below (in thousands, except per unit amounts):
Year Ended
December 31,
2020
2019
2018
Operating income...........................................................................................................
—
—
—
Net income attributable to Rayonier, L.P. (a)..................................................................
($14,384)
($14,384)
($14,384)
Basic earnings per unit attributable to Rayonier, L.P......................................................
($0.11)
($0.11)
($0.11)
Diluted earnings per unit attributable to Rayonier, L.P....................................................
($0.11)
($0.11)
($0.11)
(a) The effect of the change in net income attributable to Rayonier, L.P. is due to the interest expense and guarantee fees associated with the
2022 Notes.
MERGER WITH POPE RESOURCES
On May 8, 2020, we completed the acquisition of Pope Resources. Therefore, Pope Resources’ balance sheet
and results of operations are included in our consolidated financial statements from and after the date of acquisition.
See Note 2 - Merger with Pope Resources, Note 8 - Debt, and Note 21 - Charges for Integration and Restructuring
for further information pertaining to the merger.
As a result of the Mergers, we have revised our reportable business segments, adding one additional segment,
Timber Funds. Please see Note 7 - Segment and Geographical information for more information about our revised
business segments.
RECLASSIFICATIONS
Effective April 1, 2020, we changed the composition of our Rural and Timberland & Non-Strategic Real Estate
sales categories to better align with the way management internally evaluates real estate sales. The Rural category
now includes all real estate sales (excluding development sales) representing a demonstrable premium above
timberland value. The Timberland & Non-Strategic category now includes all real estate sales representing little to
no premium to timberland value. This category consists primarily of sales of property that management views as
non-strategic to our long-term portfolio as well as sales of property for capital allocation purposes that do not fit the
definition of a Large Disposition. All prior period amounts have been reclassified to reflect the new composition of
these two sales categories. The Improved Development, Unimproved Development and Large Disposition
categories remain unchanged, and this reclassification had no impact on overall segment results. See Note 3 -
Revenue.
USE OF ESTIMATES
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and to disclose contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the
reporting period. There are risks inherent in estimating and therefore actual results could differ from those
estimates.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
CASH AND CASH EQUIVALENTS
Cash and cash equivalents consist of cash on hand and other highly liquid investments with original maturities
of three months or less.
ACCOUNTS RECEIVABLE
Accounts receivable are primarily amounts due to us for the sale of timber and are presented net of an
allowance for doubtful accounts.
INVENTORY
HBU real estate properties that are expected to be sold within one year are included in inventory at the lower of
cost or net realizable value. HBU properties that are expected to be sold after one year are included in a separate
balance sheet line entitled “Higher and Better Use Timberlands and Real Estate Development Investments.” See
below for additional information.
Inventory also includes logs available to be sold by the Trading segment. Log inventory is recorded at the lower
of cost or net realizable value and expensed to cost of sales when sold to third-party buyers. See Note 22 —
Inventory for additional information.
PREPAID LOGGING ROADS
Costs for roads built in the Pacific Northwest and New Zealand to access particular tracts to be harvested in the
upcoming 24 months to 60 months are recorded as prepaid logging roads. We charge such costs to expense as
timber is harvested using an amortization rate determined annually as the total cost of prepaid roads divided by the
estimated tons of timber to be accessed by those roads. The prepaid balance is classified as short-term or long-
term based on the upcoming harvest schedule. See Note 24 — Other Assets for additional information.
PATRONAGE DIVIDENDS
As a requirement of the Farm Credit Act, borrowers in the Farm Credit System are required to purchase equity
in Farm Credit lenders. The equity balance primarily represents shares of Class A common stock in CoBank valued
at $100 par value. CoBank equity purchases continue annually until a balance equal to 8% of our 10-year historical
average loan balance at CoBank is obtained. Initially, a minimal equity purchase was made in cash upon receiving
the loan proceeds. Subsequently, equity purchases are made annually through patronage dividends, of which
approximately 75% is cash and 25% is equity. The stock has no cash value until retired. As our loans are paid in full,
the stock is generally retired over a 10-year loan base period beginning in the year following loan payoff.
Estimated cash and equity dividends are recognized as an offset to interest expense in the period earned.
These estimates are calculated by applying the weighted average debt balance with each participating lender to a
historical dividend rate. Changes in assumptions, as well as changes in actual experience, could cause the
estimates to change. See Note 8 — Debt and Note 24 — Other Assets for additional information.
DEFERRED FINANCING COSTS
Deferred financing costs related to revolving debt are capitalized and amortized to interest expense over the
term of the revolving debt using a method that approximates the effective interest method. See Note 24 — Other
Assets for additional information on deferred financing costs related to revolving debt. See Note 8 — Debt for
additional information on deferred financing costs related to term debt.
CAPITALIZED SOFTWARE COSTS
Software costs are capitalized and amortized over a period not exceeding five years using the straight-line
method.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
TIMBER AND TIMBERLANDS
Timber is stated at the lower of cost or net realizable value. Costs relating to acquiring, planting and growing
timber including real estate taxes, site preparation and direct support costs relating to facilities, vehicles and
supplies, are capitalized. A portion of timberland lease payments are capitalized based on the proportion of acres
with merchantable timber volume remaining to be harvested under the lease term and the residual portion of the
lease payments are expensed as incurred. Payroll costs are capitalized for time spent on timber growing activities,
while interest or any other intangible costs are not capitalized. An annual depletion rate is established for each
particular region by dividing merchantable inventory cost by standing merchantable inventory volume, which is
estimated annually. We charge accumulated costs attributed to merchantable timber to depletion expense (cost of
sales) at the time the timber is harvested or when the underlying timberland is sold.
Upon the acquisition of timberland, we make a determination on whether to combine the newly acquired
merchantable timber with an existing depletion pool or to create a new, separate pool. This determination is based
on the geographic location of the new timber, the customers/markets that will be served and the species mix. If the
acquisition is similar, the cost of the acquired timber is combined into an existing depletion pool and a new depletion
rate is calculated for the pool. This determination and depletion rate adjustment normally occurs in the quarter
following the acquisition.
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
HBU timberland is recorded at the lower of cost or net realizable value. These properties are managed as
timberlands until sold or developed, with sales and depletion expense related to the harvesting of timber accounted
for within the respective timber segment. At the time of sale, the cost basis of any unharvested timber is recorded as
depletion expense, a component of cost of sales, within the Real Estate segment.
HBU timberland and real estate development investments expected to be sold within twelve months are
recorded as inventory. See Note 9 — Higher and Better Use Timberlands and Real Estate Development
Investments for additional information.
REAL ESTATE DEVELOPMENT INVESTMENTS
Real estate development investments include capitalized costs for targeted infrastructure improvements, such
as roadways and utilities. The capitalization period relating to real estate development investments is the period in
which activities necessary to ready a property for its intended use are in progress. The period begins when such
activities commence, typically when we begin the site work for land already owned, and ends when the
improvement is substantially complete and ready for its intended use. Determination of when construction of a
project is substantially complete and ready for its intended use is subjective and requires business judgement. As
such, we determine when the capitalization period begins and ends through communication with project and other
managers responsible for the tracking and oversight of individual projects.
We capitalize costs directly associated with development and construction of identified real estate projects, such
as infrastructure, roadways, utilities, amenities and/or other improvements designed to enhance marketability and
create parcels, pads and/or lots for sale. We capitalize interest based on the amount of underlying expenditures on
real estate projects under development.
IMPAIRMENT OF HBU TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We review our higher and better use timberlands and real estate development investments for potential
impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.
Impairment indicators for each development project are assessed separately and include, but are not limited to,
significant decreases in sales pace or average selling prices, significant increases in expected land development
and construction costs, and projected losses on expected future sales. Development projects have extended life
cycles that may last 20 to 40 years, or longer, and have few long-term contractual cash flows. Development periods
often occur through several economic cycles. Subjective factors such as the expected timing of property
development and sales, optimal development density and sales strategy impact the timing and amount of expected
future cash flows and fair value.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair
value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding
future economic conditions, such as construction costs and sales values that could differ materially from actual
results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by
the asset are less than its carrying amount less costs to sell, an impairment provision is recorded to write-down the
carrying amount of the asset to its fair value.
PROPERTY, PLANT, EQUIPMENT AND DEPRECIATION
Property, plant and equipment additions are recorded at cost, including applicable freight, interest, construction
and installation costs. We generally depreciate our assets, including office and transportation equipment, using the
straight-line depreciation method over 3 to 25 years. Buildings and land improvements are depreciated using the
straight-line method over 15 to 35 years and 5 to 30 years, respectively.
Gains and losses on the sale or retirement of assets are included in operating income. Long-lived assets are
reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset
may not be recoverable. Recoverability of assets that are held and used is measured by net undiscounted cash
flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be
recognized is the amount the carrying value exceeds the fair value of the assets, which is based on a discounted
cash flow model. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to
sell.
LEASES
At inception, we determine if an arrangement is a lease and whether that lease meets the classification criteria
of a finance or operating lease. Operating leases are included in right-of-use (“ROU”) assets, other current liabilities,
and long-term lease liability in the Consolidated Balance Sheets. The income generated from our commercial and
residential leases in Port Gamble are accounted for in accordance with Topic 842. We recognize the total minimum
lease payments provided for under the leases on a straight-line basis over the lease term.
ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent the
obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are
recognized at the lease commencement date based on the estimated present value of lease payments over the
lease term. To estimate the incremental borrowing rate, we derive the rate by applying a spread over U.S. Treasury
rates with similar durations to our lease payments. Lease terms may include options to extend or terminate the
lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is
recognized on a straight-line basis over the lease term.
RIGHT-OF-USE ASSETS IMPAIRMENT
Operating lease right-of-use assets are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset group to which the operating lease is assigned may not be
recoverable. Recoverability of the asset group is evaluated based on forecasted undiscounted cash flows. If the
carrying amount of the asset group is not recoverable, the fair value of the asset group is compared to its carrying
amount and an impairment charge is recognized for the amount by which the carrying amount exceeds the fair
value. A discounted cash flow approach using market participant assumptions of the expected cash flows and
discount rate are used to estimate the fair value of the asset group.
INVESTMENTS
Investments are carried at fair value based on quoted prices in their active market with both the realized and
unrealized gains and losses as well as interest and dividends reported in “Interest and other miscellaneous income,
net.” Investments at December 31, 2019 consisted of marketable equity securities and none were held at December
31, 2020.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
FAIR VALUE MEASUREMENTS
Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an
exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. A three-level hierarchy that prioritizes the inputs used to measure fair
value was established as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar
assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow
methodologies and similar techniques that use significant unobservable inputs.
ENVIRONMENTAL REMEDIATION LIABILITIES
Environmental remediation liabilities have been evaluated using a combination of methods. The liability is
estimated based on amounts included in construction contracts and estimates for construction contingencies,
project management, and other professional fees. See Note 13 - Environmental and Natural Resource Damages
Liabilities for more information.
GOODWILL
Goodwill represents the excess of the acquisition cost of the New Zealand Timber segment over the fair value of
the net assets acquired. Goodwill is not amortized, but is periodically reviewed for impairment. An impairment test
for this reporting unit’s goodwill is performed annually and whenever events or circumstances indicate that the value
of goodwill may be impaired. We compare the fair value of the New Zealand Timber segment, using an independent
valuation for the New Zealand forest assets, to its carrying value including goodwill. The independent valuation of
the New Zealand forest assets is based on discounted cash flow models where the fair value is calculated using
cash flows from sustainable forest management plans. The fair value of the forest assets is measured as the
present value of cash flows from one growth cycle based on the productive forest land, taking into consideration
environmental, operational, and market restrictions. These cash flow valuations involve a number of estimates that
require broad assumptions and significant judgment regarding future performance. The annual impairment test was
performed as of October 1, 2020; the estimated fair value of the New Zealand Timber segment exceeded its
carrying value and no impairment was recorded. Except for changes in the New Zealand foreign exchange rate,
there have been no adjustments to the carrying value of goodwill since the initial recognition. See Note 24 — Other
Assets for additional information.
FOREIGN CURRENCY TRANSLATION AND REMEASUREMENT
The functional currency of our New Zealand-based operations is the New Zealand dollar. All assets and
liabilities are translated into U.S. dollars at the exchange rate in effect at the respective balance sheet dates.
Translation gains and losses are recorded as a separate component of Accumulated Other Comprehensive Income
(“AOCI”), within Shareholders’ Equity.
U.S. denominated transactions of the New Zealand subsidiary are remeasured into New Zealand dollars at the
exchange rate in effect on the date of the transaction and recognized in earnings, net of related cash flow hedges.
All income statement items of the New Zealand subsidiary are translated into U.S. dollars for reporting purposes
using monthly average exchange rates with translation gains and losses being recorded as a separate component
of AOCI, within Shareholders’ Equity.
REDEEMABLE OPERATING PARTNERSHIP UNITS
Limited partners holding Redeemable Operating Partnership Units have the right to put any and all of the units
to the Operating Partnership in exchange for Rayonier registered common shares, on a one-for-one basis, or cash,
at Rayonier’s option. Consequently, these Redeemable Operating Partnership Units are classified outside of
permanent partners’ capital in the Operating Partnership's accompanying balance sheets and the related
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
noncontrolling interest is classified outside of permanent equity in the accompanying balance sheets of Rayonier.
The recorded value of the Redeemable Operating Partnership Units is based on the higher of 1) initial carrying
amount, increased or decreased for its share of net income or loss, other comprehensive income or loss, and
dividend or 2) redemption value as measured by the closing price of Rayonier common stock on the balance sheet
date multiplied by the total number of Redeemable Operating Partnership Units outstanding.
RELATED PARTY
We follow ASC 850, Related Party Disclosure, for the identification of related parties and disclosure of related party
transactions. A party is considered to be related to us if the party, directly or indirectly or through one or more
intermediaries, controls, is controlled by, or is under common control with us. Related parties also include principal
owners, management and directors, as well as members of their immediate families or any other parties with which
we may deal if one party to a transaction controls or can significantly influence the management or operating
policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own
separate interests.
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the
requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with
related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to
those that prevail in arm’s-length transactions unless such representations can be substantiated. See Note 28 –
Related Party.
BUSINESS COMBINATION
We account for business combinations using the acquisition method of accounting, under which all assets
acquired and liabilities assumed, including amounts attributable to noncontrolling interest, are recorded at their
respective fair values as of the acquisition date. The excess of the purchase price over the fair value of identifiable
assets and liabilities is recorded as goodwill. The preliminary allocation of purchase price in a business combination
uses significant assumptions and estimates. Critical estimates include, but are not limited to, future expected cash
flows, including revenues and expenses, and applicable discount rates. While we believe our estimates and
assumptions to be reasonable, they are subject to change as we obtain additional information related to those
estimates during the applicable measurement periods (up to one year from the acquisition date).
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the
combination occurs, we are required to record preliminary values in the financial statements for the items for which
the accounting is incomplete. Adjustments to the preliminary recorded values, which are identified during the
measurement period, are recognized in the reporting period in which the adjustments are determined. This includes
any effect on earnings of changes in depletion, depreciation or amortization, or other income effects as a result of
the change to the recorded values, calculated as if the accounting had been completed at the acquisition date.
During the measurement period, we are also required to recognize additional assets or liabilities if new information
is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted
in the recognition of those assets and liabilities as of that date. The measurement period ends the sooner of one
year from the acquisition date or when we receive the information we were seeking about facts and circumstances
that existed as of the acquisition date or learn that more information is not obtainable. See Note 2 – Merger with
Pope Resources
REVENUE RECOGNITION
We recognize revenues when control of promised goods or services (“performance obligations”) is transferred
to customers, in an amount that reflects the consideration expected in exchange for those goods or services
(“transaction price”). We generally satisfy performance obligations within a year of entering into a contract and
therefore have applied the disclosure exemption found under ASC 606-10-50-14. Unsatisfied performance
obligations as of December 31, 2020 are primarily due to advances on stumpage contracts and unearned hunt
license revenue. These performance obligations are expected to be satisfied within the next twelve months. We
generally collect payment within a year of satisfying performance obligations and therefore have elected not to
adjust revenues for a financing component.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
TIMBER SALES
Revenue from the sale of timber is recognized when control passes to the buyer. We utilize two primary
methods or sales channels for the sale of timber – a stumpage/standing timber model and a delivered log model.
The sales method we employ depends upon local market conditions and which method management believes will
provide the best overall margins.
Under the stumpage model, standing timber is sold primarily under pay-as-cut contracts, with a specified
duration (typically one year or less) and fixed prices, whereby revenue is recognized as timber is severed and the
sales volume is determined. We also sell stumpage under lump-sum contracts for specified parcels where we
receive cash for the full agreed value of the timber prior to harvest and control passes to the buyer upon signing the
contract. We retain interest in the land, slash products and the use of the land for recreational and other purposes.
Any uncut timber remaining at the end of the contract period reverts to us. Revenue is recognized for lump-sum
timber sales when payment is received, the contract is signed and control passes to the buyer. A third type of
stumpage sale we utilize is an agreed-volume sale, whereby revenue is recognized using the output method, as
periodic physical observations are made of the percentage of acreage harvested.
Under the delivered log model, we hire third-party loggers and haulers to harvest timber and deliver it to a
buyer. Sales of domestic logs generally do not require an initial payment and are made to third-party customers on
open credit terms. Sales of export logs generally require a letter of credit from an approved bank. Revenue is
recognized when the logs are delivered and control has passed to the buyer. For domestic log sales, control is
considered passed to the buyer as the logs are delivered to the customer’s facility. For export log sales (primarily in
New Zealand), control is considered passed to the buyer upon delivery onto the export vessel.
The following table summarizes revenue recognition and general payment terms for timber sales:
Contract Type
Performance
Obligation
Timing of
Revenue Recognition
General
Payment Terms
Stumpage Pay-as-Cut
Stumpage Lump Sum
Stumpage Agreed Volume
Right to harvest a unit (i.e.
ton, MBF, JAS m3) of
standing timber
Right to harvest an agreed
upon acreage of standing
timber
Right to harvest an agreed
upon volume of standing
timber
As timber is severed
(point-in-time)
Initial payment between
5% and 20% of estimated
contract value; collection
generally within 10 days of
severance
Contract execution
(point-in-time)
Full payment due upon
contract execution
As timber is severed
(over-time)
Delivered Wood (Domestic)
Delivery of a unit (i.e. ton,
MBF, JAS m3) of timber to
customer’s facility
Upon delivery to customer’s
facility
(point-in-time)
Delivered Wood (Export)
Delivery of a unit (i.e. ton,
MBF, JAS m3) onto export
vessel
Upon delivery onto export
vessel
(point-in-time)
NON-TIMBER SALES
Payments made throughout
contract term at the earlier of a
specified harvest percentage
or time elapsed
No initial payment and on open
credit terms; collection
generally within 30 days of
invoice
Letter of credit from an
approved bank; collection
generally within 30 days of
delivery
Non-timber sales are primarily comprised of hunting and recreational licenses, carbon credits and other auxiliary
income. Hunting and recreational license sales and any related costs are recognized ratably over the term of the
agreement and included in “Sales” and “Cost of sales,” respectively. Payment is generally due upon contract
execution. The New Zealand Emissions Trading Scheme (“NZ ETS”) incentivizes the lowering of greenhouse gas
emissions by providing carbon credits to certain organizations that lower carbon emission. Our New Zealand
segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
LOG TRADING
Log trading revenue is generally recognized when procured logs are delivered to the buyer and control has
passed. For domestic log trading, control is considered passed to the buyer as the logs are delivered to the
customer’s facility. For export log trading, control is considered passed to the buyer upon delivery onto the export
vessel. The Trading segment also includes sales from log agency contracts, whereby we act as an agent managing
export services on behalf of third parties. Revenue for log agency fees are recognized net of related costs.
REAL ESTATE
We recognize revenue on sales of real estate generally at the point in time when cash has been received, the
sale has closed and control has passed to the buyer. A deposit of 5% is generally required at the time a purchase
and sale agreement is executed, with the balance due at closing. On sales of development real estate containing
future performance obligations, revenue is recognized using the cost input method based on development costs
incurred to date relative to the total development costs allocated to the contract with the customer. The aggregate
amount of the transaction price allocated to unsatisfied obligations is recorded and presented in “Deferred revenue”
in the Consolidated Balance Sheets.
COST OF SALES
Cost of sales associated with timber operations primarily include the cost basis of timber sold (depletion) and
logging and transportation costs (cut and haul). Depletion includes the amortization of capitalized costs (site
preparation, planting and fertilization, real estate taxes, timberland lease payments and certain payroll costs). Other
costs include amortization of capitalized costs related to road and bridge construction and software, depreciation of
fixed assets and equipment, road maintenance, severance and excise taxes and fire prevention.
Cost of sales associated with real estate sold includes the cost of the land, the cost of any timber on the
property that was conveyed to the buyer, any real estate development costs and any closing costs including sales
commissions that may be borne by us. We expense closing costs, including sales commissions, when incurred for
all real estate sales with future performance obligations expected to be satisfied within one year.
When developed residential or commercial land is sold, the cost of sales includes actual costs incurred and
estimates of future development costs benefiting the property sold through completion. Costs are allocated to each
sold acre or lot based upon the relative sales value of each acre or lot as compared to the estimated sales value of
the total project. For purposes of allocating development costs, estimates are reevaluated at least annually and
more frequently if warranted by market conditions, changes in the project’s scope or other factors, with any
adjustments being allocated prospectively to the remaining units available for sale.
EMPLOYEE BENEFIT PLANS
The determination of expense and funding requirements for our defined benefit pension plan, its unfunded
excess pension plan and its postretirement life insurance plan are largely based on a number of actuarial
assumptions. The key assumptions include discount rate, return on assets, mortality rates and longevity of
employees. See Note 18 — Employee Benefit Plans for assumptions used to determine benefit obligations, and the
net periodic benefit cost for the year ended December 31, 2020.
Periodic pension and other postretirement expense is included in “Cost of sales,” “Selling and general
expenses” and “Interest and other miscellaneous income, net” in the Consolidated Statements of Income and
Comprehensive Income. The service cost component of net periodic benefit cost is included in “Cost of sales” and
“Selling and general expenses” while the other components of net periodic benefit cost (interest cost, expected
return on plan assets and amortization of losses or gains) are presented outside of income from operations in
“Interest and other miscellaneous income, net.” At December 31, 2020 and 2019, our pension plans were in a net
liability position (underfunded) of $21.6 million and $23.8 million, respectively. The estimated amount to be paid in
the next 12 months is recorded in “Accrued payroll and benefits” on the Consolidated Balance Sheets, with the
remainder recorded as a long-term liability in “Pension and Other Postretirement Benefits.” Changes in the funded
status of our plans are recorded through other comprehensive (loss) income in the year in which the changes occur.
We measure plan assets and benefit obligations as of the fiscal year-end. See Note 18 — Employee Benefit Plans
for additional information.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
INCOME TAXES
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets
and liabilities are recognized for the estimated future tax consequences attributable to differences between the
financial statement carrying amounts of assets and liabilities and their respective tax bases, operating loss
carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured pursuant to tax laws
using rates expected to apply to taxable income in the years in which the temporary differences are expected to be
recovered or settled. We recognize the effect of a change in income tax rates on deferred tax assets and liabilities in
the Consolidated Statements of Income and Comprehensive Income in the period that includes the enactment date
of the rate change. We record a valuation allowance to reduce the carrying amounts of deferred tax assets if it is
more-likely-than-not that such deferred tax assets will not be realized.
In determining the provision for income taxes, we compute an annual effective income tax rate based on annual
income by legal entity, permanent differences between book and tax, and statutory income tax rates by jurisdiction.
Inherent in the effective tax rate is an assessment of the ultimate outcome of current period uncertain tax positions.
We adjust our annual effective tax rate as additional information on outcomes or events becomes available. Discrete
items such as taxing authority examination findings or legislative changes are recognized in the period in which they
occur.
Our income tax returns are subject to audit by U.S. federal, state and foreign taxing authorities. In evaluating the
tax benefits associated with various tax filing positions, we record a tax benefit for an uncertain tax position if it is
more-likely-than-not to be realized upon ultimate settlement of the issue. We record a liability for an uncertain tax
position that does not meet this criterion. We adjust our liabilities for uncertain tax benefits in the period in which it is
determined the issue is settled with the taxing authorities, the statute of limitations expires for the relevant taxing
authority to examine the tax position or when new facts or information become available. See Note 11 — Income
Taxes for additional information.
RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
We adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic
326) on January 1, 2020, with no material impact on the consolidated financial statements.
On March 2, 2020, the SEC adopted amendments to the financial disclosure requirements for guarantors and
issuers of guaranteed securities, as well for affiliates whose securities collateralize a registrant’s securities. The
amendments revise Rules 3-10 and 3-16 of Regulation S-X, and relocate part of Rule 3-10 and all of Rule 3-16 to
the new Article 13 in Regulation S-X, which is comprised of new Rules 13-01 and 13-02. We early adopted the
requirements of the amendments on April 1, 2020, which included replacing guarantor condensed consolidating
financial information with summarized financial information for the consolidated obligor group (Parent, Issuer, and
Guarantor Subsidiaries) as well as no longer requiring guarantor cash flow information, financial information for non-
guarantor subsidiaries, and a reconciliation to the consolidated results.
We adopted Accounting Standards Update (“ASU”) No 2018-14, Compensation - Retirement Benefits - Defined
Benefits Plans - General (Subtopic 715-20) on October 1, 2020, with no material impact on the consolidated
financial statements.
We adopted Accounting Standards Update (“ASU”) No 2019-12, Income Taxes (Topic 740) - Simplifying the
Accounting for Income Taxes on October 1, 2020, with no material impact on the consolidated financial statements.
NEW ACCOUNTING PRONOUNCEMENTS
In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-04, Reference Rate
Reform (Topic 848), which provides optional guidance to ease the potential burden in accounting due to reference
rate reform. The guidance in this update provides optional expedients and exceptions for applying U.S. GAAP to
contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.
The amendments apply only to contracts and hedging relationships that reference LIBOR or another reference rate
expected to be discontinued due to reference rate reform. These amendments are effective immediately and may
be applied prospectively to contract modifications made and hedging relationships entered into on or before
December 31, 2022. We are currently evaluating our contracts and the optional expedients provided by the new
standard.
87
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
SUBSEQUENT EVENTS
We have evaluated events occurring from December 31, 2020 to the date of issuance of these Consolidated
Financial Statements for potential recognition or disclosure in the consolidated financial statements. No events were
identified that warranted recognition or disclosure.
2.
MERGER WITH POPE RESOURCES
On May 8, 2020, Rayonier Inc. and Rayonier, L.P. acquired Pope Resources in connection with the Mergers.
Pope Resources was a master limited partnership that primarily owned and managed timberlands in the U.S. Pacific
Northwest. Pope Resources also managed and co-invested in three private equity timber funds and developed and
sold real estate properties. The merger added approximately 124,000 acres of high-quality, predominantly Douglas-
fir timberlands to our Pacific Northwest timberland portfolio as well as a private equity timber fund business with
three funds comprising approximately 141,000 acres. Additionally, we believe the Mergers augmented our higher-
and-better-use real estate pipeline with rural and conservation land sale opportunities and high-potential improved
development projects in the West Puget Sound area.
Under the merger agreement, each outstanding unit representing limited partnership interests of Pope
Resources was, at the option of its holder, exchanged for either:
•
•
•
3.929 shares of Rayonier Inc. common stock
3.929 units representing limited partnership interests of Rayonier, L.P.
$125.00 in cash
Holders of Pope Resources units who did not make a valid election received shares of Rayonier common stock.
The elections were subject to proration to ensure that the aggregate amount of Rayonier shares and Rayonier, L.P.
units, on the one hand, and cash, on the other hand, issued in the merger equaled the amounts issued as if every
Pope Resources unit converted into merger consideration received 2.751 shares of Rayonier common stock or
Rayonier, L.P. units and $37.50 in cash.
Upon consummation of the merger, all outstanding Pope Resources restricted units were converted into
equivalent equity awards with respect to Rayonier common shares. Pope Resources directors and some executive
employees of Pope Resources held restricted Pope Resources units that were subject to accelerated vesting in
connection with the merger. Since a portion of these Pope Resources units relate to services rendered to Pope
Resources prior to the merger, a portion of the replacement Rayonier restricted stock awards’ fair value is included
in the consideration transferred. See additional details about the replacement restricted stock awards in Note 19 —
Incentive Stock Plans.
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RAYONIER INC. AND SUBSIDIARIES
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table summarizes the total consideration transferred by Rayonier in the merger (dollars in
thousands, except per share and per unit data):
Cash consideration:
Pope Resources units outstanding as of May 8, 2020
Less: Pope Resources units held by us
Units outstanding, net
Cash consideration (per Pope Resources unit)
Cash consideration for elections
General partner interest
Repayment of Pope Resources debt
Prepayment penalty and accrued interest on Pope Resources’ debt
Closing costs paid on behalf of Pope Resources
Cash consideration transferred
Equity consideration:
Rayonier common shares issued
Rayonier share price (a)
Equity consideration for elections
Pope Resources replacement awards (b)(c)
Equity consideration transferred
Redeemable Operating Partnership Unit consideration:
Redeemable Operating Partnership Units issued
Rayonier share price (a)
Redeemable Operating Partnership Unit consideration transferred
Fair value of Pope Resources units held by us (d)
Total consideration
4,366,636
(114,400)
4,252,236
$37.50
7,181,071
$24.01
4,446,153
$24.01
$159,463
10,000
65,943
2,275
9,637
$247,318
$172,418
222
$172,640
$106,752
$11,211
$537,921
(a) The closing price of Rayonier common stock on the NYSE on May 7, 2020.
(b) See Note 19 — Incentive Stock Plans for additional details.
(c) Represents the fair value of Rayonier replacement restricted stock awards for restricted Pope Resources units held by employees that
relate to pre-merger services rendered to Pope Resources.
(d) Based on the closing price of Pope Resources units on the NASDAQ on May 7, 2020.
The following table contains the amounts of cash transferred in the merger and net cash consideration shown in
the Consolidated Statements of Cash Flows for the year ended December 31, 2020:
Cash consideration transferred................................................................................................
Less: Cash assumed in merger................................................................................................
Net cash consideration shown in the Consolidated Statements of Cash Flows.......................
December 31, 2020
$247,318
(16,250)
$231,068
We recognized approximately $17.2 million of merger-related costs that were expensed during the year ended
December 31, 2020. See Note 21 — Charges for Integration and Restructuring for descriptions of the components
of merger-related costs.
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The acquisition of Pope Resources has been accounted for as a business combination under ASC 805,
Business Combinations, (“ASC 805”). Under ASC 805, assets acquired and liabilities assumed in a business
combination must be recorded at their fair value as of the acquisition date. Recorded fair valuation of assets
acquired and liabilities assumed related to the acquisition of Pope Resources is preliminary and will be completed
as soon as practicable, but no later than one year after the consummation of the transaction. Pursuant to ASC 805,
the financial statements will not be retrospectively adjusted for any changes to the recorded values that occur in
subsequent periods. Rather, we will recognize any changes to the recorded values during the reporting period in
which the adjustments are determined. We will also be required to record, in the same period's financial statements,
the effect on earnings of changes in depletion, depreciation, amortization, or other income effects, if any, as a result
of changes to recorded values, calculated as if the accounting had been completed at the acquisition date.
Our consolidated financial statements as of and for the year ended December 31, 2020, include results of
operations for Pope Resources from May 8, 2020 through December 31, 2020.
As a result of refinements to timberlands and property, plant and equipment preliminary recorded values, we
recognized the following changes in depletion and depreciation in the fourth quarter of 2020:
Three months ended December 31, 2020
Pacific Northwest
Timber
Real Estate
Timber Funds
Corporate
Total
Depletion
Depreciation
Total
$2,412
—
$2,412
—
506
$506
($1,000)
—
($1,000)
—
41
$41
$1,412
547
$1,959
The preliminary estimate of fair value required the use of significant assumptions and estimates. Critical
estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses,
and the applicable discount rates. These estimates were based on assumptions that we believe to be reasonable;
however, actual results may differ from these estimates. The assessment of fair value is preliminary and is based on
information that was available to management at the time the consolidated financial statements were prepared.
Those estimates and assumptions are subject to change as we obtain additional information related to those
estimates during the applicable measurement periods (up to one year from the acquisition date). The most
significant open items necessary to complete are related to timberlands, real property, higher and better use
timberlands and real estate development investments, environmental liabilities and tax related matters.
The preliminary fair value estimates were generally based on significant inputs that are not observable in the
market and thus represent Level 3 measurements as defined in ASC 820, Fair Value Measurement, (“ASC 820”)
with the exception of certain long-term debt instruments assumed in the merger that can be valued using
observable market inputs and are therefore Level 2 measurements. See Note 17 — Fair Value Measurements for
further information on the fair value hierarchy.
90
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following summarizes the fair value methodology utilized in our preliminary fair value estimates for
significant assets and liabilities:
Income Approach — Estimates fair value for an asset based on the present value of cash flow projected to
be generated by the asset. Projected cash flows are discounted at rates of return that reflect the relative risk
of achieving the cash flows and the time value of money. This approach was primarily used to value acquired
timberlands in our Pacific Northwest segment.
Cost Approach — Estimates value by determining the current cost of replacing an asset with another of
equivalent economic utility. This approach was primarily used for property and equipment and timberlands in
our Timber Funds segment.
Market Approach — Estimates fair value for an asset based on values of recent comparable transactions.
This approach was primarily used to value higher and better use timberlands and real estate developments
investments, certain land and building assets and long-term debt instruments.
The preliminary allocation of purchase price to the identifiable assets acquired and liabilities assumed was
based on preliminary estimates of fair value as of May 8, 2020, and is as follows (in thousands):
Timberland and Real Estate Business
Cash
Accounts receivable
Other current assets
Timber and Timberlands
Higher and Better Use Timberlands and Real Estate
Development Investments
Property, plant and equipment
Other assets
Total identifiable assets acquired
Accounts payable
Current maturities of long-term debt
Accrued interest
Other current liabilities
Long-term debt
Long-term environmental and natural resource damage
liabilities
Other non-current liabilities (a)
Total liabilities assumed
Net identifiable assets
Less: noncontrolling interest
Total net assets acquired
Core
Timberlands
Timber Funds
Total
$7,380
2,459
703
514,103
26,510
11,616
4,403
$8,870
1,788
260
432,500
—
—
—
$16,250
4,247
963
946,603
26,510
11,616
4,403
$567,174
$443,418
$1,010,592
274
—
244
9,038
53,502
10,748
2,009
$75,815
293
25,084
275
2,080
35,759
—
—
567
25,084
519
11,118
89,261
10,748
2,009
$63,491
$139,306
$491,359
(3,379)
$487,980
$379,927
(329,986)
$49,941
$871,286
(333,365)
$537,921
(a) Other non-current liabilities includes a $2.0 million deferred income tax liability resulting from the preliminary fair value adjustment to Pope
Resources’ assets and liabilities.
91
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
These estimated fair values are preliminary in nature and subject to adjustments, which could be material. We
have not identified any material unrecorded pre-merger contingencies where the related asset, liability or
impairment is probable and the amount can be reasonably estimated. Our valuations will be finalized when certain
information arranged to be obtained has been received and our review of that information has been completed.
Prior to the finalization of the purchase price allocation, if information becomes available that would indicate it is
probable that such events had occurred and the amounts can be reasonably estimated, such items will be included
in the final purchase price allocation.
In September 2020, fires in Oregon burned approximately 6,700 acres of land owned by ORM Timber Fund II,
which we manage and in which we hold a 20% ownership interest, and approximately 400 acres of land owned by
ORM Timber Fund IV, which we manage and in which we hold a 15% ownership interest. As a result, we wrote off
$8.8 million and $0.4 million of non-salvageable timber basis in Timber Fund II and Timber Fund IV, of which
$1.8 million and $0.1 million was attributable to Rayonier, respectively. The amounts of these write-offs are based
on preliminary fair value estimates of the underlying basis in the respective Funds’ timberlands and are subject to
adjustments, which could be material. As a result of refinements to the preliminary purchase allocation, value of
timber write-offs from the Oregon fires increased by an inconsequential amount. Once the purchase price allocation
is finalized, the amounts of the write-offs may change.
The amount of revenue of Pope Resources included in our Consolidated Statements of Income and
Comprehensive Income from the date of the merger to December 31, 2020 is approximately $50.8 million. The net
income effect resulting from the merger with Pope Resources for the year ended December 31, 2020 is
impracticable to determine, as we immediately integrated Pope Resources into our ongoing operations.
Pursuant to ASC 805, unaudited supplemental pro forma results of operations for the years ended December
31, 2020 and 2019, assuming the acquisition had occurred as of January 1, 2019, are presented below (in
thousands, except per share and unit amounts):
Sales..................................................................................................................................
$890,400
$821,500
2020
2019
Net income (loss) attributable to Rayonier Inc...................................................................
$36,819
$26,927
Basic earnings (loss) per share attributable to Rayonier Inc.............................................
Diluted earnings (loss) per share attributable to Rayonier Inc...........................................
$0.27
$0.27
$0.20
$0.20
Net income (loss) attributable to Rayonier, L.P..................................................................
$38,032
$27,804
Basic earnings (loss) per unit attributable to Rayonier, L.P................................................
Diluted earnings (loss) per unit attributable to Rayonier, L.P.............................................
$0.27
$0.27
$0.20
$0.20
The unaudited pro forma results include certain pro forma adjustments to net earnings that were directly
attributable to the acquisition, assuming the acquisition had occurred on January 1, 2019, including the following:
•
•
•
additional depletion expense that would have been recognized relating to the basis increase in the acquired
Timber and Timberlands;
adjustment to interest expense to reflect the removal of Pope Resources debt and the additional borrowings
we incurred in conjunction with the acquisition; and
a reduction in expenses for year ended December 31, 2020 of $32.4 million for acquisition-related
transaction costs.
Pro forma data may not be indicative of the results that would have been obtained had these events occurred at
the beginning of the periods presented, nor is it intended to be a projection of future results.
92
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
3.
REVENUE
RECLASSIFICATIONS
Effective April 1, 2020, we changed the composition of our Rural and Timberland & Non-Strategic Real Estate
sales categories to better align with the way management internally evaluates real estate sales. The Rural category
now includes all real estate sales (excluding development sales) representing a demonstrable premium above
timberland value. The Timberland & Non-Strategic category now includes all real estate sales representing little to
no premium to timberland value. This category consists primarily of sales of property that management views as
non-strategic to our long-term portfolio as well as sales of property for capital allocation purposes that do not fit the
definition of a Large Disposition. All prior period amounts have been reclassified to reflect the new composition of
these two sales categories. The Improved Development, Unimproved Development and Large Disposition
categories remain unchanged, and this reclassification had no impact on overall segment results.
NEW REAL ESTATE SALES CATEGORY
Effective September 2020, we added a new Real Estate sales category, “Conservation Easement,” in which we
sell the development rights on a property but withhold the rights to grow and harvest timber.
Contract Balances
The timing of revenue recognition, invoicing and cash collections results in accounts receivable and deferred
revenue (contract liabilities) on the Consolidated Balance Sheets. Accounts receivable are recorded when we have
an unconditional right to consideration for completed performance under the contract. Contract liabilities relate to
payments received in advance of performance under the contract. Contract liabilities are recognized as revenue as
(or when) we perform under the contract.
The following table summarizes revenue recognized during the years ended December 31, 2020 and 2019 that
was included in the contract liability balance at the beginning of each year:
Revenue recognized from contract liability balance at the beginning of the year (a)............
$10,857
$10,039
Year Ended December 31,
2020
2019
(a) Revenue recognized was primarily from hunting licenses and the use of advances on pay-as-cut timber sales.
93
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our revenue from contracts with customers disaggregated by product type for the years ended
December 31, 2020, 2019 and 2018:
Year Ended
December 31, 2020
Pulpwood...............................................................
Sawtimber..............................................................
Hardwood..............................................................
Total Timber Sales.....................................
License Revenue, Primarily From Hunting............
Other Non-Timber/Carbon Revenue......................
Agency Fee Income...............................................
Total Non-Timber Sales.............................
Improved Development.........................................
Unimproved Development.....................................
Rural......................................................................
Timberland & Non-Strategic..................................
Conservation Easement........................................
Deferred Revenue/Other (b)..................................
Large Dispositions.................................................
Total Real Estate Sales..............................
Revenue from Contracts with Customers..............
Lease Revenue.....................................................
Intersegment..........................................................
Southern
Timber
Pacific
Northwest
Timber
New
Zealand
Timber
Timber
Funds
Real
Estate
Trading
Elim.
Total
$94,108
73,683
2,430
170,221
17,765
3,845
—
21,610
—
—
—
—
—
—
—
—
191,831
—
—
$10,581
106,051
—
116,632
$27,558
166,935
—
194,493
$784
25,195
—
25,979
843
3,334
—
4,177
—
—
—
—
—
—
—
307
7,515
—
7,822
—
—
—
—
—
—
—
17
124
—
141
—
—
—
—
—
—
—
—
120,809
—
—
—
202,315
—
—
—
26,120
—
3,437
—
—
—
—
—
—
—
—
14,498
8,426
67,152
19,255
3,099
283
116,027
228,740
228,740
605
—
$10,260
77,314
—
87,574
—
—
1,160
1,160
—
—
—
—
—
—
—
—
88,734
—
239
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(3,676)
$143,291
449,178
2,430
594,899
18,932
14,818
1,160
34,910
14,498
8,426
67,152
19,255
3,099
283
116,027
228,740
858,549
605
—
Total Revenue.............................................
$191,831
$120,809
$202,315
$29,557
$229,345
$88,973
($3,676)
$859,154
December 31, 2019
Pulpwood...............................................................
Sawtimber..............................................................
Hardwood..............................................................
Total Timber Sales.....................................
License Revenue, Primarily from Hunting.............
Other Non-Timber/Carbon Revenue......................
Agency Fee Income...............................................
Total Non-Timber Sales.............................
Improved Development.........................................
Unimproved Development.....................................
Rural (a).................................................................
Timberland & Non-Strategic (a).............................
Deferred Revenue/Other (b)..................................
Total Real Estate Sales..............................
Revenue from Contracts with Customers..............
Intersegment..........................................................
$86,537
67,360
5,259
159,156
18,270
16,685
—
34,955
—
—
—
—
—
—
194,111
—
$10,350
72,377
—
82,727
717
1,970
—
2,687
—
—
—
—
—
—
85,414
—
$32,925
198,481
—
231,406
361
10,094
—
10,455
—
—
—
—
—
—
241,861
—
Total Revenue.............................................
$194,111
$85,414
$241,861
December 31, 2018
Pulpwood...............................................................
Sawtimber..............................................................
Hardwood..............................................................
Total Timber Sales.....................................
License Revenue, Primarily from Hunting.............
Other Non-Timber/Carbon Revenue......................
Agency Fee Income...............................................
Total Non-Timber Sales.............................
Improved Development.........................................
Unimproved Development.....................................
Rural (a).................................................................
Timberland & Non-Strategic (a).............................
Deferred Revenue/Other (b)..................................
Total Real Estate Sales..............................
Revenue from Contracts with Customers..............
Intersegment..........................................................
$80,134
60,295
3,433
143,863
16,285
9,847
—
26,132
—
—
—
—
—
—
169,995
—
$14,305
92,166
—
106,471
$28,737
213,206
—
241,943
709
2,652
—
3,361
—
—
—
—
—
401
6,670
—
7,071
—
—
—
—
—
—
109,832
—
—
249,014
—
Total Revenue.............................................
$169,995
$109,832
$249,014
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,882
19,476
47,647
1,338
544
74,887
74,887
—
$13,351
101,255
—
114,606
—
—
677
677
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
115,283
155
—
—
(155)
$143,163
439,473
5,259
587,895
19,348
28,749
677
48,774
5,882
19,476
47,647
1,338
544
74,887
711,556
—
$74,887
$115,438
($155)
$711,556
—
—
—
—
—
—
—
—
8,336
8,621
46,280
75,281
57
138,575
138,575
—
$13,771
134,299
—
148,070
—
—
652
652
—
—
—
—
—
—
148,722
92
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(92)
$136,947
499,966
3,433
640,347
17,395
19,169
652
37,216
8,336
8,621
46,280
75,281
57
138,575
816,138
—
$138,575
$148,814
($92)
$816,138
(a)
(b)
The years ended December 31, 2019 and 2018 reflect the reclassification of certain real estate sales between the Rural and Timberland & Non-Strategic
sales categories to better align with the way management internally evaluates real estate sales.
Includes deferred revenue adjustments and marketing fees related to Improved Development sales.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following tables present our timber sales disaggregated by contract type for the years ended December 31,
2020, 2019 and 2018:
Year Ended
December 31, 2020
Stumpage Pay-as-Cut ...........
Stumpage Lump Sum............
Total Stumpage..............
Delivered Wood (Domestic)...
Delivered Wood (Export)........
Total Delivered...............
Southern
Timber
Pacific
Northwest
Timber
New Zealand
Timber
Timber Funds
Trading
Total
$68,684
2,027
70,711
85,996
13,514
99,510
—
8,142
8,142
108,490
—
108,490
—
—
—
62,568
131,925
194,493
$1,731
—
1,731
24,248
—
24,248
—
—
—
1,768
85,806
87,574
$70,415
10,169
80,584
283,070
231,245
514,315
Total Timber Sales..................
$170,221
$116,632
$194,493
$25,979
$87,574
$594,899
December 31, 2019
Stumpage Pay-as-Cut ...........
Stumpage Lump Sum............
Total Stumpage..............
Delivered Wood (Domestic)...
Delivered Wood (Export)........
Total Delivered...............
$71,943
7,428
79,371
71,054
8,731
79,785
—
2,749
2,749
79,978
—
79,978
—
—
—
80,974
150,432
231,406
Total Timber Sales..................
$159,156
$82,727
$231,406
December 31, 2018
Stumpage Pay-as-Cut ...........
Stumpage Lump Sum............
Total Stumpage..............
Delivered Wood (Domestic)...
Delivered Wood (Export)........
Total Delivered...............
$72,385
4,988
77,373
60,931
5,559
66,490
—
11,854
11,854
94,617
—
94,617
—
—
—
90,631
151,312
241,943
Total Timber Sales..................
$143,863
$106,471
$241,943
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
5,488
109,118
114,606
$71,943
10,177
82,120
237,494
268,281
505,775
$114,606
$587,895
—
—
—
6,141
141,929
148,070
$72,385
16,842
89,227
252,320
298,800
551,120
$148,070
$640,347
4.
TIMBERLAND ACQUISITIONS
In 2020, we acquired approximately 13,000 acres of U.S. timberland located in Alabama, Georgia, and
Louisiana through three transactions for an aggregate value of $24.2 million. Approximately $24.1 million of these
acquisitions were acquired using like-kind exchange proceeds while the remaining $0.1 million were funded from
operating cash flow. Additionally, during 2020, we acquired approximately 2,000 acres of timberland (including
approximately 2,000 acres of leased land) in New Zealand for approximately $0.5 million. These acquisitions were
funded from operating cash flow.
In 2019, we acquired approximately 62,000 acres of U.S. timberland located in Florida, Georgia, Texas, and
Washington through sixteen transactions for an aggregate value of $106.3 million. Approximately $29.8 million of
these acquisitions were acquired using like-kind exchange proceeds while the remaining $76.5 million were funded
from operating cash flow and the use of our revolving credit facility. Additionally, during 2019, we acquired
approximately 9,000 acres of timberland (including approximately 2,000 acres of leased land) in New Zealand for
approximately $36.0 million. These acquisitions were funded from operating cash flow.
See Note 8 - Debt for additional information on our revolving credit facility and the New Zealand subsidiary’s
working capital facility.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table summarizes the timberland acquisitions for the years ended December 31, 2020 and 2019:
Alabama................................................................................................
Florida...................................................................................................
Georgia.................................................................................................
Louisiana...............................................................................................
Texas ....................................................................................................
Washington...........................................................................................
New Zealand.........................................................................................
Total Acquisitions...............................................................................
2020
Cost
$100
—
18
24,123
—
—
454
$24,695
Acres (a)
56
—
20
12,558
—
—
2,378
15,012
2019
Cost
—
71,183
13,395
—
14,349
7,340
36,020
$142,287
Acres
—
42,522
10,271
—
6,643
2,260
9,223
70,919
(a)
Excludes acres and costs related to Pope Resources, for more information on assets and liabilities acquired see Note 2 - Merger with
Pope Resources.
5.
LEASES
TIMBERLAND LEASES
U.S. timberland leases typically have initial terms of approximately 30 to 65 years, with renewal provisions in
some cases. New Zealand timberland lease terms typically range between 30 and 99 years. New Zealand lease
arrangements generally consist of Crown Forest Licenses (“CFLs”), forestry rights and land leases. A CFL is a
license arrangement to use government or privately owned lands to operate a commercial forest. CFLs generally
extend indefinitely and may only be terminated upon a 35-year termination notice. If no termination notice is given,
the CFLs renew automatically each year for a one-year term. Alternatively, some CFLs extend for a specific term.
Once a CFL is terminated, we may be able to obtain a forestry right from the subsequent owner. A forestry right is a
license arrangement with a private entity to use their lands to operate a commercial forest. Forestry rights terminate
either upon the issuance of a termination notice (which can last 35 to 45 years), completion of harvest, or a
specified termination date.
As of December 31, 2020, the New Zealand subsidiary has two CFLs comprising 9,000 gross acres or 8,000
net plantable acres under termination notice that are being relinquished as harvest activities are concluded, as well
as two fixed-term CFLs comprising 3,000 gross acres or 2,000 net plantable acres expiring in 2062. Additionally, the
New Zealand subsidiary has two forestry rights comprising 32,000 gross acres or 8,000 net plantable acres under
termination notice that are being relinquished as harvest activities are concluded.
OTHER NON-TIMBERLAND LEASES
In addition to timberland holdings, we lease properties for certain office locations. Significant leased properties
include a regional office in Lufkin, Texas; a Pacific Northwest Timber office in Hoquiam, Washington and a New
Zealand Timber and Trading headquarters in Auckland, New Zealand.
LEASE MATURITIES, LEASE COST AND OTHER LEASE INFORMATION
The following table details our undiscounted lease obligations as of December 31, 2020 by type of lease and
year of expiration:
Lease obligations
Total
2021
2022
2023
2024
2025
Thereafter
Operating lease liabilities
$196,279
$9,813
$8,842
$8,745
$8,681
$7,872
$152,326
Total Undiscounted Cash Flows
$196,279
$9,813
$8,842
$8,745
$8,681
$7,872
$152,326
Year of Expiration
Imputed interest
Balance at December 31, 2020
Less: Current portion
(87,257)
$109,022
(8,771)
Non-current portion at December 31, 2020
$100,251
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table details components of our lease cost for the years ended December 31, 2020 and 2019:
Lease Cost Components
Operating lease cost
Variable lease cost (a)
Total lease cost (b)
Year Ended December 31,
2020
2019
$9,647
230
$9,877
$10,870
235
$11,105
(a) The majority of timberland leases are subject to increases or decreases based on either the Consumer Price Index, Producer Price Index or
market rates.
(b) Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for these leases are
expensed on a straight line basis over the lease term. Short-term lease expense was not material for the year ended December 31, 2020.
The following table details components of our lease cost for the years ended December 31, 2020 and 2019:
Supplemental Cash Flow Information Related to Leases:
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
Investing cash flows from operating leases
Total cash flows from operating leases
Weighted-average remaining lease term in years - operating leases
Weighted-average discount rate - operating leases
Lessor Lease Information
Year Ended December 31,
2020
2019
$2,127
7,520
$9,647
29
5%
$2,567
8,303
$10,870
28
5%
In the Mergers, we acquired income generating commercial and residential leases primarily concentrated in Port
Gamble, Washington. Commercial and residential leases have non-lease components of taxes, insurance, and
common area maintenance that we have elected not to separate under the ASC 842 practical expedient. Each of
these are classified as operating leases. Buildings subject to operating leases had a preliminary cost of $3.5 million
and accumulated depreciation of $0.2 million at December 31, 2020.
The following table details our lease income for the years ended December 31, 2020 and 2019:
Lease Income Components
Operating lease income
Total lease income
Year Ended
December 31,
2020
2019
$605
$605
—
—
Future lease income as of December 31, 2020, based on payments due by period under the lease contracts,
are presented in the following table:
Year of Expiration
Lease assets
Operating lease Income
Total
2021
2022
2023
2024
2025
Thereafter
$574
$247
$150
$120
$57
—
—
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
We apply the following practical expedients as allowed under ASC 842:
Practical Expedient
Short-term leases
Separation of lease and non-lease
components
Description
We do not record right-of-use assets or liabilities for short-term leases (a lease that
at commencement date has a lease term of 12 months or less and does not contain
a purchase option that is reasonably certain to be exercised).
We do not separate non-lease components from the associated lease components if
they have the same timing and pattern of transfer and, if accounted for separately,
would both be classified as an operating lease.
6.
NONCONTROLLING INTERESTS
NONCONTROLLING INTERESTS IN CONSOLIDATED AFFILIATES
Matariki Forestry Group
We maintain a 77% controlling financial interest in Matariki Forestry Group (the “New Zealand subsidiary”), a
joint venture that owns or leases approximately 417,000 legal acres of New Zealand timberland. Accordingly, we
consolidate the New Zealand subsidiary’s balance sheet and results of operations. The portions of the consolidated
financial position and results of operations attributable to the New Zealand subsidiary’s 23% noncontrolling interest
are reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income
under the caption “Net loss (income) attributable to noncontrolling interests in consolidated affiliates.” Rayonier New
Zealand Limited (“RNZ”), a wholly-owned subsidiary, serves as the manager of the New Zealand subsidiary.
In September 2020, the New Zealand subsidiary made a capital distribution to its partners on a pro rata basis in
order to redeem certain equity interests. A portion of this capital distribution was reinvested by the partners in
shareholder loans to the New Zealand subsidiary. Our capital distribution and portion of the shareholder loan are
eliminated in consolidation. The capital distribution to the minority shareholder and its reinvestment in the
shareholder loan resulted in the recording of a noncontrolling interest share redemption of $5.1 million and a loan
payable by the New Zealand subsidiary in the amount of $23.3 million due in 2025 at a fixed interest rate of 2.95%.
As of December 31, 2020, the outstanding balance on the shareholder loan is $24.9 million. Except for changes in
the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder
loan since its inception. See Note 8 - Debt for further information.
The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests:
2020
2019
Net income attributable to noncontrolling interest in the New Zealand subsidiary........................
$4,920
$8,573
ORM Timber Fund II, Inc. (Fund II), ORM Timber Fund III LLC (Fund III), and ORM Timber Fund IV LLC. (Fund IV)
(Collectively, the “Funds”)
Upon completion of the Mergers, we became manager of three private equity timber funds, Fund II, Fund III,
and Fund IV, and obtained ownership interests in the Funds of 20%, 5%, and 15%, respectively. We determined,
based upon an analysis under the variable interest entity guidance, that we have the power to direct the activities
that most significantly impact the Funds’ economic success. Therefore, we are considered the primary beneficiary
and are required under ASC 810 — Consolidation to consolidate the Funds. Loss attributed to third-party investors
is reflected as an adjustment to income in our Consolidated Statements of Income and Comprehensive Income
under the caption “Net loss (income) attributable to noncontrolling interests in consolidated affiliates.”
The following table sets forth the (loss) attributable to the Funds’ noncontrolling interests:
Net loss attributable to noncontrolling interest in the Funds:........................................................
($12,221)
—
Prior to the Mergers, the Funds were formed by ORM LLC for the purpose of generating a return on investment
through the acquisition, management, value enhancement and sale of timberland properties. Each Fund is
organized to operate for a specified term from the end of its respective investment period: 10 years for each of Fund
2020
2019
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
II and Fund III, and 15 years for Fund IV. Fund II is scheduled to terminate in March 2023, Fund III is scheduled to
terminate in December 2025 and Fund IV is scheduled to terminate in January 2035. The obligations of each of the
Funds do not have any recourse to the Company or the Operating Partnership.
Ferncliff Investors
We also acquired in the Mergers an ownership interest in a real estate joint venture entity. In 2017, Ferncliff
Management and Ferncliff Investors were formed for the purpose of raising capital from third parties to invest in an
unconsolidated real estate joint venture entity (“joint venture investment”), Bainbridge Landing LLC, to develop a
five-acre parcel on Bainbridge Island, Washington into a multi-family community containing apartments and
townhomes. Ferncliff Management, a wholly-owned subsidiary, serves as manager of Ferncliff Investors and holds a
33.33% equity interest with the remaining ownership interest being held by third-party investors. Ferncliff Investors
holds a 50% interest in Bainbridge Landing LLC, the joint venture entity that owns and is developing the property.
We determined, based upon an analysis under the variable interest entity guidance, that we have the power to
direct the activities that most significantly impact Ferncliff Investors economic success. Therefore, we are
considered the primary beneficiary and are required under ASC 810 — Consolidation to consolidate Ferncliff
Investors. The obligations of Ferncliff Investors do not have any recourse to the Company or the Operating
Partnership.
Bainbridge Landing LLC is considered a voting interests entity. Ferncliff Investors accounts for its interest in the
joint venture entity under the equity method because neither it nor the other member can exercise control over
Bainbridge Landing LLC. Under the equity method, Ferncliff Investors records its share of the net income or loss of
Bainbridge Landing LLC. To date, this activity has been a loss primarily due to depreciation and is included in Other
operating expense, net in the Real Estate segment. The portion of Ferncliff Investors’ loss attributed to third-party
investors is shown within the Consolidated Statements of Income and Comprehensive Income under the caption
“Net loss (income) attributable to noncontrolling interests in consolidated affiliates.”
The following table sets forth the (loss) attributable to Ferncliff Investors’ noncontrolling interests:
2020
2019
Net (loss) attributable to noncontrolling interest in the Ferncliff Investors:...................................
($526)
—
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
Noncontrolling interests in the Operating Partnership relate to the third-party ownership of Redeemable
Operating Partnership Units. Net income attributable to the noncontrolling interests in the Operating Partnership is
computed by applying the weighted average Redeemable Operating Partnership Units outstanding during the
period as a percentage of the weighted average total units outstanding to the Operating Partnership’s net income
for the period. If a noncontrolling unitholder redeems a unit for a registered common share of Rayonier or cash, the
noncontrolling interests in the Operating Partnership will be reduced and the Company’s share in the Operating
Partnership will be increased by the fair value of each security at the time of redemption.
The following table sets forth the Company’s noncontrolling interests in the Operating Partnership:
Beginning noncontrolling interests in the Operating Partnership
Issuances of Redeemable Operating Partnership Units
Adjustment of noncontrolling interests in the Operating Partnership
Conversions of Redeemable Operating Partnership Units to Common Shares
Net (Loss) Income attributable to noncontrolling interests in the Operating Partnership
Other Comprehensive Income attributable to noncontrolling interests in the Operating Partnership
Distributions to noncontrolling interests in the Operating Partnership
Total noncontrolling interests in the Operating Partnership
2020
—
106,752
24,393
(496)
528
2,540
(3,596)
$130,121
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
7.
SEGMENT AND GEOGRAPHICAL INFORMATION
As a result of the merger with Pope Resources, we have revised our reportable business segments, adding one
additional segment, Timber Funds. The Timber Funds segment represents operations of the three private equity
timber funds included in the transaction – Fund II, Fund III and Fund IV (collectively, the “Funds”). Rayonier owns
20% of Fund II, 5% of Fund III, and 15% of Fund IV and is also the managing member of the Funds. As discussed in
Note 6 - Noncontrolling Interests, the Funds are consolidated into our financial statements. The Timber Funds
segment also includes fee revenue paid to us for managing the Funds, which consists of both fixed components
based on invested capital and acres under management as well as variable components related to the harvest
volumes of the Funds. These fees, which also represent an expense in the Timber Funds segment, are eliminated
in consolidation.
We now operate in six reportable segments: Southern Timber, Pacific Northwest Timber, New Zealand Timber,
Timber Funds, Real Estate, and Trading.
Sales between operating segments are made based on estimated fair market value, and intercompany sales,
purchases and profits (losses) are eliminated in consolidation. We evaluate financial performance based on
segment operating income (loss) and Adjusted EBITDA. Asset information is not reported by segment, as we do not
produce asset information by segment internally.
Operating income as presented in the Consolidated Statements of Income and Comprehensive Income is equal
to segment income. Certain income (loss) items in the Consolidated Statements of Income and Comprehensive
Income are not allocated to segments. These items, which include interest income (expense), miscellaneous
income (expense) and income tax expense, are not considered by management to be part of segment operations
and are included under “unallocated interest expense and other.”
Segment information for each of the three years ended December 31 follows:
Sales by Product Line
2019
2018
2020
Southern Timber ..................................................................................................................
$191,831
$194,111
$169,995
Pacific Northwest Timber......................................................................................................
120,809
85,414
109,832
New Zealand Timber.............................................................................................................
202,315
241,861
249,014
Timber Funds (a)..................................................................................................................
29,557
—
—
Real Estate
Improved Development...............................................................................................
Unimproved Development..........................................................................................
Rural (b)......................................................................................................................
Timberland & Non-Strategic (b)..................................................................................
Conservation Easement.............................................................................................
Deferred Revenue/Other............................................................................................
Large Dispositions......................................................................................................
Total Real Estate...................................................................................................................
14,498
8,426
67,152
19,255
3,099
888
116,027
229,345
5,882
19,476
47,647
1,338
—
544
—
8,336
8,621
46,280
75,281
—
57
—
74,887
138,575
Trading..................................................................................................................................
88,973
115,438
148,814
Intersegment eliminations (c)................................................................................................
(3,676)
(155)
(92)
Total Sales.................................................................................................................
$859,154
$711,556
$816,138
(a)
(b)
(c)
The year ended December 31, 2020 includes $22.7 million of sales attributable to noncontrolling interest in Timber Funds.
The years ended December 31, 2019 and 2018 reflect the reclassification of certain real estate sales between the Rural and Timberland &
Non-Strategic sales categories to better align with the way management internally evaluates real estate sales.
Primarily consists of the elimination of timberland investment management fees paid to us by the timber funds which are initially
recognized as sales and cost of sales within the Timber Funds segment, as well as log marketing fees paid to our New Zealand Timber
segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales.
100
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Operating Income (Loss)
2019
2018
2020
Southern Timber (a).............................................................................................................
$41,247
$57,804
$44,245
Pacific Northwest Timber......................................................................................................
(9,979)
(12,427)
8,137
New Zealand Timber............................................................................................................
29,984
48,035
62,754
Timber Funds (b)..................................................................................................................
(13,195)
—
—
Real Estate (c)......................................................................................................................
71,951
38,665
76,240
Trading.................................................................................................................................
(462)
8
953
Corporate and other (d)........................................................................................................
(45,158)
(25,058)
(22,261)
Total Operating Income..............................................................................................
74,388
107,027
170,068
Unallocated interest expense and other...............................................................................
(37,595)
(26,409)
(27,502)
Total Income before Income Taxes.......................................................................................
$36,793
$80,618
$142,566
(a)
(b)
(c)
(d)
The year ended December 31, 2020 includes $6.0 million of timber write-offs resulting from casualty events. Timber write-offs resulting
from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of
sales.”
The year ended December 31, 2020 includes $11.6 million of operating loss attributable to noncontrolling interest in Timber Funds.
Included in operating loss attributable to noncontrolling interest in Timber Funds for the year ended December 31, 2020 is $7.3 million
related to timber write-offs resulting from casualty events attributable to noncontrolling interest in Timber Funds. The year ended December
31, 2020 also includes $1.8 million of timber write-offs resulting from casualty events attributable to Rayonier. Timber write-offs resulting
from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of
sales.”
The year ended December 31, 2020 includes $28.7 million from a Large Disposition.
The year ended December 31, 2020 includes $17.2 million of integration and restructuring costs related to the merger with Pope
Resources. See Note 21 — Charges for Integration and Restructuring for additional details.
Gross Capital Expenditures
2018
2019
2020
Capital Expenditures (a)
Southern Timber....................................................................................................................
$35,505
$34,574
$35,388
Pacific Northwest Timber ......................................................................................................
New Zealand Timber .............................................................................................................
Timber Funds (b)...................................................................................................................
Real Estate............................................................................................................................
Corporate and other...............................................................................................................
11,367
16,595
2,606
428
—
11,220
17,357
9,311
17,318
—
204
641
—
284
24
Total capital expenditures............................................................................................
$66,500
$63,996
$62,325
Timberland Acquisitions (c)
Southern Timber ...................................................................................................................
$24,241
$98,927
$45,943
Pacific Northwest Timber.......................................................................................................
New Zealand Timber..............................................................................................................
—
454
7,340
—
36,020
11,665
Total timberland acquisitions........................................................................................
$24,695
$142,287
$57,608
Total Gross Capital Expenditures......................................................................................
$91,195
$206,283
$119,933
(a) Excludes timberland acquisitions presented separately in addition to real estate development investments of $6.5 million, $6.8 million and
$9.5 million in the years 2020, 2019 and 2018, respectively.
(b) The year ended December 31, 2020 includes $2.3 million of capital expenditures attributable to noncontrolling interest in Timber Funds.
(c) Excludes timberland acquired in the Pope Resources merger. For additional information, see Note 2 - Merger with Pope Resources.
101
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Depreciation,
Depletion and Amortization
2018
2019
2020
Southern Timber....................................................................................................................
$61,827
$61,923
$58,609
Pacific Northwest Timber.......................................................................................................
New Zealand Timber..............................................................................................................
Timber Funds (a)...................................................................................................................
Real Estate (b).......................................................................................................................
Corporate and other ..............................................................................................................
47,107
25,030
11,884
53,093
1,427
29,165
27,761
—
8,229
1,157
32,779
28,007
—
23,566
1,160
Total.............................................................................................................................
$200,368
$128,235
$144,121
(a) The year ended December 31, 2020 includes $10.3 million of depreciation, depletion and amortization attributable to noncontrolling interest
in Timber Funds.
(b) The year ended December 31, 2020 includes $35.4 million from a Large Disposition.
Non-Cash Cost of Land and
Improved Development
2019
2020
2018
Real Estate (a)............................................................................................................................
$82,008
$12,565
$23,553
(a) The ended December 31, 2020 includes $51.6 million from a Large Disposition.
Geographical Operating Information
2020
Sales
2019
2018
2020
Operating Income
2019
2018
Identifiable Assets
2019
2020
United States...........
$567,998
$354,395
$390,396
$44,877
$58,945
$83,357
$3,104,916
$2,288,642
New Zealand...........
291,156
357,161
425,742
29,511
48,082
86,711
623,817
572,354
Total...............
$859,154
$711,556
$816,138
$74,388
$107,027
$170,068
$3,728,733
$2,860,996
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
8.
DEBT
Our debt consisted of the following at December 31, 2020 and 2019:
Debt, excluding Timber Funds:.................................................................................................
Term Credit Agreement borrowings due 2028 at a variable interest rate of 1.8% at
December 31, 2020................................................................................................................
Senior Notes due 2022 at a fixed interest rate of 3.75%........................................................
Incremental Term Loan Agreement borrowings due 2026 at a variable interest rate of 2.1%
at December 31, 2020............................................................................................................
2020 Incremental Term Loan Facility borrowings due 2025 at a variable interest rate of
2.0% at December 31, 2020...................................................................................................
Revolving Credit Facility borrowings due 2025 at an average variable interest rate of 1.7%
at December 31, 2020............................................................................................................
New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed
interest rate of 2.95%..............................................................................................................
Northwest Farm Credit Services Credit Facility with quarterly interest-only payments,
collateralized by Core Timberlands, with the following tranches (a).......................................
Due 2025 at a fixed interest rate of 6.1%...........................................................................
Due 2028 at a fixed interest rate of 4.1%...........................................................................
Due 2033 at a fixed interest rate of 5.3%...........................................................................
Due 2036 at a fixed interest rate of 5.4%...........................................................................
2020
2019
$350,000
325,000
$350,000
325,000
300,000
300,000
250,000
—
—
82,000
24,903
11,601
12,018
19,430
9,868
—
—
—
—
—
Total debt, excluding Timber Funds........................................................................................
1,302,820
1,057,000
Less: Current maturities of long-term debt.............................................................................
Less: Deferred financing costs, excluding Timber Funds.......................................................
—
(2,484)
Long-term debt, net of deferred financing costs, excluding Timber Funds.............................
1,300,336
(82,000)
(1,871)
973,129
Debt, Timber Funds:..................................................................................................................
Fund II Mortgages Payable, collateralized by Fund II timberlands with quarterly interest
payments, as follows: (a)........................................................................................................
Due 2022 at a fixed interest rate of 2.0%...........................................................................
Due 2022 at a fixed interest rate of 2.0%...........................................................................
Fund III Mortgages Payable, collateralized by Fund III timberlands with quarterly interest
payments, as follows (a):........................................................................................................
Due 2023 at a fixed interest rate of 5.1%...........................................................................
Due 2024 at a fixed interest rate of 4.5%...........................................................................
Total debt, Timber Funds........................................................................................................
Less: Deferred financing costs, Timber Funds.......................................................................
Long-term debt, net of deferred financing costs, Timber Funds.............................................
11,000
14,000
19,563
15,626
60,189
(10)
60,179
—
—
—
—
—
—
—
Long-term debt, net of deferred financing costs........................................................................
$1,360,515
$973,129
(a) See the section below labeled “Long-Term Debt Assumed in the Pope Resources Merger” for additional details.
103
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Principal payments due during the next five years and thereafter are as follows:
Excluding Timber
Funds
Timber Funds
Total
2021..............................................................................
2022..............................................................................
2023..............................................................................
2024..............................................................................
2025..............................................................................
Thereafter.....................................................................
Total debt......................................................................
—
325,000
—
—
284,903
685,000
$1,294,903
—
25,000
17,980
14,400
—
—
—
350,000
17,980
14,400
284,903
685,000
$57,380
$1,352,283
TERM CREDIT AGREEMENT
In August 2015, we entered into a credit agreement with CoBank, ACB, as administrative agent, and a syndicate
of Farm Credit institutions and other commercial banks to provide $550 million of new credit facilities, including a
nine-year $350 million term loan facility. In April 2020, the maturity date of the Term Credit Agreement was extended
from August 5, 2024 to April 1, 2028. In connection herewith, we recorded deferred financing costs in the amount of
$0.5 million which are being amortized over the term of the Term Credit Agreement. The periodic interest rate on the
term loan facility is subject to a pricing grid based on our leverage ratio, as defined in the credit agreement. As of
December 31, 2020, the periodic interest rate on the term loan facility was LIBOR plus 1.600%. Monthly payments
of interest only are due on this loan through maturity. Following the closing of the term loan, we entered into several
interest rate swap transactions to fix the cost of the term loan facility over its nine-year term. The term credit
agreement allows us to receive annual patronage payments, which are profit distributions made by a cooperative to
its member-users based on the quantity or value of business done with the member-user. We estimate the effective
interest rate on the term loan facility to be approximately 3.2% after consideration of the interest rate swaps and
estimated patronage refunds. For additional information on the our interest rate swaps see Note 16 — Derivative
Financial Instruments and Hedging Activities.
3.75% SENIOR NOTES ISSUED MARCH 2012
In March 2012, Rayonier Inc. issued $325 million of 3.75% Senior Notes due 2022, guaranteed by certain
subsidiaries. Semi-annual payments of interest only are due on these notes through maturity.
INCREMENTAL TERM LOAN AGREEMENT
In April 2016, we entered into an incremental term loan agreement with CoBank, ACB, as administrative agent,
and a syndicate of Farm Credit institutions to provide a 10-year, $300 million incremental term loan. The periodic
interest rate on the incremental term loan agreement is subject to a pricing grid based on our leverage ratio, as
defined in the credit agreement. As of December 31, 2020, the periodic interest rate on the incremental term loan
was LIBOR plus 1.900%. Monthly payments of interest only are due on this loan through maturity. Following the
closing of the incremental term loan, we entered into several interest rate swap transactions to fix the cost of the
facility over its 10-year term. We estimate the effective interest rate on the incremental term loan facility to be
approximately 2.8% after consideration of the interest rate swaps and estimated patronage payments. For additional
information on our interest rate swaps see Note 16 — Derivative Financial Instruments and Hedging Activities.
104
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
2020 INCREMENTAL TERM LOAN AGREEMENT
In April 2020, we entered into an Incremental Term Loan Agreement, which provided for the advancement of a
five-year $250 million senior unsecured incremental term loan facility. In connection herewith, we recorded deferred
financing costs in the amount of $0.8 million which are being amortized over the term of the 2020 Incremental Term
Loan Facility. The proceeds from the 2020 Incremental Term Loan Facility were used to fund our acquisition of Pope
Resources. As of December 31, 2020, the periodic interest rate on the incremental term loan was LIBOR plus
1.850%. Monthly payments of interest only are due on this loan through maturity. Following the closing of the
incremental term loan, we entered into an interest rate swap transaction to fix the cost of the facility over its 5-year
term. We estimate the effective interest rate on the incremental term loan facility to be approximately 2.3% after
consideration of the interest rate swap and estimated patronage payments. For additional information on our
interest rate swaps see Note 16 — Derivative Financial Instruments and Hedging Activities.
REVOLVING CREDIT FACILITY
In April 2020, we amended our Revolving Credit Facility, originally entered into in 2015, with two amendments to
the credit agreement: the first amendment increased the limit on the Revolving Credit Facility from $200 million to
$250 million and extended its maturity date from August 5, 2020 to April 1, 2025, and the second amendment further
increased the limit to $300 million. In connection herewith, we recorded deferred financing costs in the amount of
$1.2 million which are being amortized over the term of the Revolving Credit Facility. The periodic interest rate on
the revolving credit facility is subject to a pricing grid based on our leverage ratio, as defined in the credit
agreement. As of December 31, 2020, the periodic interest rate on the revolving credit facility was LIBOR plus
1.500%, with an unused commitment fee of 0.175%. Monthly payments of interest only are due on this loan through
maturity.
During the year ended December 31, 2020, we made borrowings of $70.0 million and repayments of
$152.0 million on our Revolving Credit Facility. At December 31, 2020, we had available borrowings of
$299.1 million under the Revolving Credit Facility, net of $0.9 million to secure our outstanding letters of credit.
NEW ZEALAND SUBSIDIARY DEBT
In April 2013, we acquired an additional 39% interest in our New Zealand subsidiary, bringing our total
ownership to 65%, and as a result, the New Zealand subsidiary’s debt was consolidated effective on that date. On
March 3, 2016, as a result of a capital contribution, our ownership interest in the New Zealand subsidiary increased
to 77%. See Note 6 - Noncontrolling Interests for further information.
WORKING CAPITAL FACILITY
In June 2020, the New Zealand subsidiary renewed its NZ$20 million working capital facility for an additional 12-
month term. The NZ$20 million working capital facility is available for short-term operating cash flow needs of the
New Zealand subsidiary. This facility holds a variable interest rate indexed to the 90-day New Zealand Bank Bill rate
(“BKBM”). The margins are set for the term of the facility. During the year ended December 31, 2020, the New
Zealand subsidiary made no borrowings and repayments on its working capital facility. At December 31, 2020, there
was no outstanding balance on the working capital facility.
SHAREHOLDER LOAN
In September 2020, the New Zealand subsidiary made a capital distribution to its partners on a pro rata basis in
order to redeem certain equity interests. A portion of this capital distribution was reinvested by the partners in
shareholder loans to the New Zealand subsidiary. Our capital distribution and portion of the shareholder loan are
eliminated in consolidation. The capital distribution to the minority shareholder and its reinvestment in the
shareholder loan resulted in the recording of a noncontrolling interest share redemption of $5.1 million and a loan
payable by the New Zealand subsidiary in the amount of $23.3 million due in 2025 at a fixed interest rate of 2.95%.
As of December 31, 2020, the outstanding balance on the shareholder loan is $24.9 million. Except for changes in
the New Zealand foreign exchange rate, there have been no adjustments to the carrying value of the shareholder
loan since its inception.
105
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
LONG-TERM DEBT ASSUMED IN THE POPE RESOURCES MERGER
Northwest Farm Credit Services Credit Facility
We assumed five tranches of a credit facility payable to Northwest Farm Credit Services (the “NWFCS Credit
Facility”) totaling $45.0 million. Quarterly payments of interest only are due on the NWFCS Credit Facility through
the respective maturity of each tranche. The NWFCS Credit Facility is collateralized by a portion of the Pacific
Northwest timberlands acquired in the merger with Pope Resources. The NWFCS Credit Facility allows us to
receive annual patronage payments, which are profit distributions made by a cooperative to its member-users
based on the quantity or value of business done with the member-user.
The pertinent details of each tranche of the NWFCS Credit Facility we assumed are as follows:
Tranche
Stated Fixed
Interest Rate
Effective Fixed
Interest Rate (a)
Stated Principal
Amount
Est. Fair Value at
Merger Date (b)
Tranche 2 (Due 2025)..............................
Tranche 4 (Due 2028)..............................
Tranches 6 & 7 (Due 2033).....................
Tranche 8 (Due 2036)..............................
Total NWFCS Credit Facility assumed
6.1%
4.1%
5.3%
5.4%
4.8%
3.1%
4.2%
4.3%
$10,000
11,000
16,000
8,000
$45,000
$11,838
12,108
19,609
9,947
$53,502
(a) Estimated effective fixed interest rates as of December 31, 2020 after consideration of estimated patronage refunds.
(b) The fair market value premium will be amortized as a benefit to interest expense over the maturity term of each tranche.
Fund II Mortgage Payable
We assumed Fund II's two mortgages payable (the “Fund II Mortgages Payable”) to MetLife totaling
$25.0 million. Quarterly payments of interest only are due on the Fund II Mortgages Payable through their
respective maturities. The Fund II Mortgages Payable are collateralized by Fund II Timberlands and do not have
any recourse to the Company or the Operating Partnership.
On September 1, 2020, we entered into an agreement to extend the maturity date of the Fund II Mortgages
Payable from September 2020 to September 2022. Additionally, the fixed interest rates on both the $11 million
tranche and the $14 million tranche were changed to 2.0%, from 4.9% and 3.8%, respectively. Beginning January 1,
2021, this fixed rate will transition to a variable rate of 3-month LIBOR plus 1.700%.
The pertinent details of the Fund II Mortgages Payable are as follows:
Maturity Date
September 2022.................................................................
Stated Fixed
Interest Rate (a)
2.0%
September 2022.................................................................
2.0%
Stated Principal
Amount
Est. Fair Value at
Merger Date (b)
$11,000
14,000
$25,000
$11,061
14,023
$25,084
(a) Beginning January 1, 2021, this will transition from a fixed to a variable interest rate of 3-month LIBOR plus 1.700%.
(b) The fair market value premium has been amortized as a benefit to interest expense over the original maturity term of each mortgage.
Fund III Mortgage Payable
We assumed Fund III’s two mortgages payable (the “Fund III Mortgages Payable”) to NWFCS totaling
$32.4 million. Quarterly payments of interest only are due on the Fund III Mortgages Payable through their
respective maturities. The Fund III Mortgages Payable are collateralized by Fund III Timberlands and do not have
any recourse to the Company or the Operating Partnership.
106
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The pertinent details of the Fund III Mortgages Payable are as follows:
Maturity Date
December 2023......................................
October 2024..........................................
Stated Fixed
Interest Rate
5.1%
4.5%
Effective Fixed
Interest Rate (a)
3.9%
3.2%
Stated Principal
Amount
Est. Fair Value at
Merger Date (b)
$17,980
14,400
$32,380
$19,915
15,844
$35,759
(a) Estimated effective fixed interest rates as of December 31, 2020 after consideration of estimated patronage refunds.
(b) The fair market value premium will be amortized as a benefit to interest expense over the maturity term of each mortgage.
DEBT COVENANTS — EXCLUDING TIMBER FUNDS
In connection with our $350 million Term Credit Agreement, $300 million Incremental Term Loan Agreement,
$250 million 2020 Incremental Term Loan Agreement and $300 million Revolving Credit Facility, customary
covenants must be met, the most significant of which include interest coverage and leverage ratios.
The covenants listed below, which are the most significant financial covenants in effect as of December 31,
2020, are calculated on a trailing 12-month basis:
Covenant EBITDA to consolidated interest expense should not be less than..
Covenant debt to covenant net worth plus covenant debt shall not exceed.....
Covenant
Requirement
2.5 to 1
65%
Actual
Ratio
9.20 to 1
47%
Favorable
6.70
18%
In connection with our $45 million NWFCS Credit Facility, customary covenants must be met, the most
significant of which include interest coverage and debt-to-capitalization ratios.
The covenants listed below, which are the most significant financial covenants in effect as of December 31,
2020, are calculated on a trailing 12-month basis:
Covenant loan-to-appraised value shall not exceed.........................................
Covenant EBITDA to consolidated interest expense should not be less than..
Covenant debt to covenant net worth plus covenant debt shall not exceed.....
Covenant
Requirement
50%
2.5 to 1
65%
Actual
Ratio
12%
9.20 to 1
47%
Favorable
38%
6.70
18%
In addition to these financial covenants listed above, the 2022 Notes, Term Credit Agreement, Incremental Term
Loan Agreement, 2020 Incremental Term Loan Facility, Revolving Credit Facility, and NWFCS Credit Facility include
customary covenants that limit the incurrence of debt and the disposition of assets, among others. At December 31,
2020, we were in compliance with all applicable covenants.
DEBT COVENANTS — TIMBER FUNDS
The Fund II Mortgages Payable to MetLife contains a requirement to maintain a loan-to-value ratio of less than
50%, with the denominator defined as fair market value of the timberland pledged as collateral.
The Fund III Mortgages Payable to NWFCS contain a requirement to maintain a minimum interest coverage
ratio of 1.5:1, minimum working capital of $500,000, and a loan-to-value ratio of less than 50%, with the
denominator defined as fair market value.
Both Timber Funds are in compliance with their respective debt covenants as of December 31, 2020.
107
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
9.
HIGHER AND BETTER USE TIMBERLANDS AND REAL ESTATE DEVELOPMENT INVESTMENTS
We continuously assess potential alternative uses of our timberlands, as some properties may become more
valuable for development, residential, recreation or other purposes. We periodically transfer, via a sale or
contribution from the real estate investment trust (“REIT”) entities to taxable REIT subsidiaries (“TRS”), higher and
better use (“HBU”) timberlands to enable land-use entitlement, development or marketing activities. We also
periodically acquire HBU properties in connection with timberland acquisitions. These properties are managed as
timberlands until sold or developed. While the majority of HBU sales involve rural and recreational land, we also
selectively pursue various land-use entitlements on certain properties for residential, commercial and industrial
development in order to enhance the long-term value of such properties. For selected development properties, we
also invest in targeted infrastructure improvements, such as roadways and utilities, to accelerate the marketability
and improve the value of such properties.
In the merger with Pope Resources, we acquired HBU properties with an estimated fair value of $26.5 million.
This includes development properties in the town of Port Gamble, Washington, development projects in Gig Harbor,
Kingston, and Bremerton, Washington and various other assets.
An analysis of higher and better use timberlands and real estate development investments from December 31,
2019 to December 31, 2020 is shown below:
Non-current portion at December 31, 2019
Plus: Current portion (a)
Total Balance at December 31, 2019
Non-cash cost of land and improved development
Timber depletion from harvesting activities and basis of timber sold in real
estate sales
Capitalized real estate development investments (b)
HBU properties acquired in merger with Pope Resources (c)
Capital expenditures (silviculture)
Intersegment transfers
Total Balance at December 31, 2020
Less: Current portion (a)
Higher and Better Use Timberlands and Real
Estate Development Investments
Land and
Timber
Development
Investments
Total
$58,091
$23,700
$81,791
274
58,365
(1,834)
(725)
—
26,510
427
(2,630)
80,113
(212)
12,389
36,089
(7,390)
—
6,462
—
—
—
35,161
(6,544)
12,663
94,454
(9,224)
(725)
6,462
26,510
427
(2,630)
115,274
(6,756)
Non-current portion at December 31, 2020
$79,901
$28,617
$108,518
(a) The current portion of Higher and Better Use Timberlands and Real Estate Development Investments is recorded in Inventory. See Note 22
— Inventory for additional information.
(b) Capitalized real estate development investments includes $0.4 million of capitalized interest.
(c) Based on preliminary estimates of fair value as of December 31, 2020. See Note 2 - Merger with Pope Resources for additional information.
108
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
10.
COMMITMENTS
At December 31, 2020, the future minimum payments under non-cancellable commitments were as follows:
2021....................................................................
2022....................................................................
2023....................................................................
2024....................................................................
2025....................................................................
Thereafter...........................................................
Environmental
Remediation (a)
$1,026
1,864
1,853
1,853
2,338
2,706
$11,640
Development
Projects (b)
$10,723
267
267
267
267
3,899
$15,690
Commitments (c)
$14,341
17,232
17,996
15,228
10,303
29,171
$104,271
Total
$26,090
19,363
20,116
17,348
12,908
35,776
$131,601
(a) Environmental remediation represents our estimate of potential liability associated with environmental contamination and Natural Resource
Damages (NRD) in Port Gamble, Washington. See Note 13 - Environmental and Natural Resource Damage Liabilities for additional
information.
(b) Primarily consisting of payments expected to be made on our Wildlight, Richmond Hill and West Puget Sound development projects.
(c) Commitments include payments expected to be made on derivative financial instruments (interest rate swaps and forward-starting interest
rate swaps), timberland deeds and other purchase obligations.
11.
INCOME TAXES
Rayonier is a REIT under the Internal Revenue Code and therefore generally does not pay U.S. federal or state
income tax. Through the Mergers, Rayonier transferred all of its assets to the Operating Partnership on May 8,
2020. See Note 1 - Summary of Significant Accounting Policies for more information. As a result, Rayonier owns a
96.9% interest in the Operating Partnership and conducts substantially all of its timberland operations through the
Operating Partnership. The taxable income or loss generated by the Operating Partnership is passed through and
reported to its unit holders (including the Company) on a Schedule K-1 for inclusion in each unitholder’s income tax
return. Certain operations, including log trading and certain real estate activities, such as the entitlement,
development and sale of HBU properties, are conducted through our TRS. The TRS subsidiaries are subject to
United States federal and state corporate income tax. The New Zealand timber operations are conducted by the
New Zealand subsidiary, which is subject to corporate-level tax at 28% in New Zealand and is treated as a
partnership for U.S. income tax purposes.
PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS
The provision for income taxes for each of the three years ended December 31 follows:
Current
U.S. federal.................................................................................................
State............................................................................................................
Foreign........................................................................................................
Deferred
U.S. federal.................................................................................................
State............................................................................................................
Foreign........................................................................................................
Changes in valuation allowance..........................................................................
Total......................................................................................................................
109
2020
2019
2018
($237)
(339)
(5,391)
(5,967)
$2
(122)
(1,542)
(1,662)
$2
37
(1,914)
(1,875)
8,355
325
(3,027)
5,653
(6,695)
3,803
146
(23,360)
(19,411)
(3,950)
($7,009) ($12,940) ($25,236)
465
17
(11,278)
(10,796)
(482)
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
A reconciliation of the U.S. federal statutory income tax rate to the actual income tax rate for each of the three
years ended December 31 follows:
2020
2019
2018
U.S. federal statutory income tax rate....................................
($7,726)
(21.0) % ($16,930)
(21.0) % ($29,939)
(21.0) %
U.S. and foreign REIT income.............................................
16,569
45.0
19,902
24.7
32,949
23.1
Matariki Group and Rayonier New Zealand Ltd...................
(7,698)
(20.8)
(11,181)
(13.9)
(23,166)
(16.2)
Change in valuation allowance............................................
(6,695)
(18.2)
(482)
(0.6)
(3,950)
(2.8)
State Net Operating Loss.....................................................
1,118
3.0
Prepaid land sales................................................................
(1,084)
(2.9)
Internal transfer of assets deferred......................................
Foreign income tax withholding............................................
Other....................................................................................
—
(721)
(772)
—
(2.0)
(2.1)
—
—
—
—
(1,815)
(2.3)
—
—
—
—
—
—
(1,535)
(1.9)
(1,848)
(1.3)
(899)
(1.1)
718
0.5
Income tax expense as reported for net income.....................
($7,009)
(19.0) % ($12,940)
(16.1) % ($25,236)
(17.7) %
The Company’s effective tax rate is below the 21 percent U.S. statutory rate primarily due to tax benefits
associated with being a REIT.
DEFERRED TAXES
Deferred income taxes result from differences between the timing of recognizing revenues and expenses for
financial book purposes versus income tax purposes. The nature of the temporary differences and the resulting net
deferred tax asset/liability for the two years ended December 31 follows:
Gross deferred tax assets:
Pension, postretirement and other employee benefits....................................................
New Zealand subsidiary..................................................................................................
CBPC tax credit carry forwards.......................................................................................
Capitalized real estate costs...........................................................................................
U.S. TRS net operating loss............................................................................................
Land basis difference......................................................................................................
Other...............................................................................................................................
Total gross deferred tax assets.......................................................................................
Less: Valuation allowance...............................................................................................
Total deferred tax assets after valuation allowance........................................................
2020
2019
$1,403
23,461
14,555
1,459
18,363
9,468
5,502
74,211
(46,015)
$28,196
$1,512
23,211
14,555
6,635
5,410
10,626
4,356
66,305
(39,320)
$26,985
Gross deferred tax liabilities:
Accelerated depreciation.................................................................................................
New Zealand subsidiary..................................................................................................
Other...............................................................................................................................
Total gross deferred tax liabilities....................................................................................
Net deferred tax liability reported as noncurrent......................................................................
(23)
(38)
(87,548)
(98,245)
(3,938)
(4,884)
(103,167)
(91,509)
($74,971) ($64,524)
110
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Net operating loss (“NOL”) and tax credit carryforwards as of the two years ended December 31 follows:
2020
U.S. Federal NOL Carryforwards- Pre TCJA (a)........................................................
U.S. Federal NOL Carryforwards- Post TCJA (a)......................................................
U.S State NOL Carryforwards (b)..............................................................................
Cellulosic Biofuel Producer Credit (c)........................................................................
2019
New Zealand subsidiary NOL carryforwards.............................................................
U.S. Federal NOL Carryforwards- Pre TCJA (a)........................................................
U.S. Federal NOL Carryforwards- Post TCJA (a)......................................................
U.S State NOL Carryforwards (b)..............................................................................
Cellulosic Biofuel Producer Credit (c)........................................................................
Tax Effected
Balance
Expiration
$2,363
13,017
2,983
14,555
$3,262
2,363
1,872
1,175
14,555
2036
None
2031
2023
None
2036
None
2031
2023
(a) The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017. The TCJA lifted the 20-year federal NOL Carryforward
period. Net operating losses generated after 12/31/2017 have an indefinite carryforward period.
(b) The U.S. state NOL is made up of several jurisdictions that expire in various future years. No State NOL is set to expire before 12/31/2031.
(c) The Further Consolidated Appropriations Act, 2020 was signed into law on December 20, 2019. The Further Consolidated Appropriations
Act, 2020 included the Taxpayer Certainty and Disaster Relief Act of 2019 (Tax Extenders Act), which temporarily renewed approximately
two dozen credits that previously expired or were set to expire at the end of 2019. The Cellulosic Biofuel Producer Credit was one of the
credits extended under this act.
Valuation allowances are provided when it is considered more likely than not that the deferred tax assets will not
be recorded. Since 2015, we have had a 100% valuation allowance against the U.S. taxable REIT subsidiary's
deferred tax assets, net of deferred tax liabilities. During 2020, the net deferred tax assets increased by $6.7 million,
and thus the valuation allowance was adjusted accordingly. We recorded a change in the valuation allowance of
$6.7 million related to the U.S. TRS's deferred tax assets, net of liabilities.
TAX STATUTES
The following table provides detail of the tax years that remain open to examination by the IRS and other
significant taxing jurisdictions:
Taxing Jurisdiction
U.S. Internal Revenue Service.............................................................................................
New Zealand Inland Revenue..............................................................................................
Open Tax Years
2017 - 2019
2015 - 2019
TAX CHARACTERISTICS OF DIVIDEND DISTRIBUTIONS
The taxable nature of the dividend distributions paid for each of the three years ended December 31 follows:
Total dividends/distributions paid per common share/unit
Tax characteristics:..............................................................................................
Capital gain..........................................................................................................
2020
$1.08
2019
$1.08
2018
$1.06
100%
100%
100%
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
12.
CONTINGENCIES
We have been named as a defendant in various lawsuits and claims arising in the normal course of business.
While we have procured reasonable and customary insurance covering risks normally occurring in connection with
our businesses, we have in certain cases retained some risk through the operation of large deductible insurance
plans, primarily in the areas of executive risk, property, automobile and general liability. These pending lawsuits and
claims, either individually or in the aggregate, are not expected to have a material adverse effect on our financial
position, results of operations, or cash flow.
13.
ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
Various federal and state environmental laws in the states in which we operate place cleanup or restoration
liability on the current and former owners of affected real estate. These laws are often a source of “strict liability,”
meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of
contaminated materials. Similarly, there are certain environmental laws that allow state, federal, and tribal trustees
(collectively, the “Trustees”) to bring suit against property owners to recover damage for injuries to natural
resources. Like the liability that attaches to current property owners in the cleanup context, liability for natural
resource damages (“NRD”) can attach to a property simply because an injury to natural resources resulted from
releases of contaminated materials on the owner’s property, regardless of culpability for the release.
In connection to the merger with Pope Resources, we assumed ownership of certain real estate in Port Gamble,
Washington, which requires environmental remediation under these laws.
An analysis of environmental and NRD liabilities from December 31, 2019 to December 31, 2020 is shown
below:
Total Balance at December 31, 2019
Liabilities assumed in merger with Pope Resources
Expenditures
Total Balance at December 31, 2020
Less: Current portion
Non-current portion at December 31, 2020
Port Gamble, WA (a)
—
13,003
(1,362)
11,641
1,026
$10,615
(a) Represents environmental and NRD liabilities assumed in the merger with Pope Resources. Pope & Talbot Inc. operated a sawmill from
1853 to 1995 and conducted shipping, log storage, and log transfer operations in the Port Gamble Bay area from 1974 to 2004. P&T’s
operations resulted in the release of contaminated materials to the townsite, millsite, and adjacent bay. Prior to the merger, the in-water
portion of the clean up was completed. In November 2020, a consent decree, which includes a cleanup action plan, was entered in Kitsap
County Superior Court. Negotiations with the Trustees relating to NRD liabilities are currently ongoing and will ultimately result in agreement
as to requested mitigation activities.
These estimates were based on assumptions that we believe to be reasonable; however, actual results may
differ from these estimates. See Note 2 - Merger with Pope Resources for information regarding our preliminary
estimates of fair value. It is expected that the millsite cleanup and NRD restoration will occur over the next two to
three years, while the monitoring of the Port Gamble Bay, millsite and landfills will continue for an additional 10 to 15
years. The NRD costs are subject to change as the scope of the restoration projects become more clearly defined.
It is reasonably possible that these components of the liability may increase as the project progresses. Management
continues to monitor the Port Gamble cleanup process and will make adjustments as needed. Should any future
circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to
the liability in the period it becomes known and when we can reasonably estimate the amount. For further
information on the timing and amount of future payments related to our environmental remediation liabilities, see
Note 10 - Commitments.
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
14.
GUARANTEES
We provide financial guarantees as required by creditors, insurance programs, and various governmental
agencies. As of December 31, 2020, the following financial guarantees were outstanding:
Financial Commitments (a)
Standby letters of credit..............................................................................................................
Surety bonds (b).........................................................................................................................
Total financial commitments........................................................................................................
Maximum Potential
Payment
$885
7,284
$8,169
(a) We have not recorded any liabilities for these financial commitments in the Consolidated Balance Sheets. The guarantees are not subject to
measurement, as the guarantees are dependent on our own performance.
(b) Surety bonds are issued primarily to secure performance obligations related to various operational activities, to provide collateral for our
Wildlight development project in Nassau County, Florida and in connection with pending and completed sales from the Harbor Hill project in
Gig Harbor, Washington. These surety bonds expire at various dates during 2021, 2022 and 2023 and are expected to be renewed as
required.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
15.
EARNINGS PER SHARE AND PER UNIT
Basic earnings per common share (“EPS”) is calculated by dividing net income attributable to Rayonier Inc. by
the weighted average number of common shares outstanding during the year. Diluted EPS is calculated by dividing
net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the Operating
Partnership by the weighted average number of common shares outstanding adjusted to include the potentially
dilutive effect of outstanding stock options, performance shares, restricted shares, restricted stock units and
noncontrolling interests in Operating Partnership units.
The following table provides details of the calculations of basic and diluted earnings per common share of the
Company for the three years ended December 31:
2020
2019
2018
Earnings per common share - basic
Numerator:
Net Income..........................................................................................
$29,784
$67,678
$117,330
Less: Net (income) attributable to noncontrolling interest in the
Operating Partnership.........................................................................
Less: Net loss (income) attributable to noncontrolling interests in
consolidated affiliates..........................................................................
Net income attributable to Rayonier Inc. ............................................
Denominator:
(528)
—
—
7,828
$37,084
(8,573)
$59,105
(15,114)
$102,216
Denominator for basic earnings per common share - weighted
average shares...................................................................................
133,865,867
129,257,202
129,043,627
Basic earnings per common share attributable to Rayonier Inc.:............
$0.28
$0.46
$0.79
Earnings per common share - diluted
Numerator:
Net Income..........................................................................................
$29,784
$67,678
$117,330
Less: Net loss (income) attributable to noncontrolling interest in
consolidated affiliates..........................................................................
Net income attributable to Rayonier Inc., before net income
attributable to noncontrolling interests in the Operating Partnership .
7,828
(8,573)
(15,114)
$37,612
$59,105
$102,216
Denominator:
Denominator for basic earnings per common share - weighted
average shares...................................................................................
133,865,867
129,257,202
129,043,627
Add: Dilutive effect of:
Stock options....................................................................................
Performance shares, restricted shares and restricted stock units....
Noncontrolling interests in Operating Partnership units...................
633
198,955
2,877,447
12,209
328,977
—
71,276
575,328
—
Denominator for diluted earnings per common share - adjusted
weighted average shares.........................................................................
136,942,902
129,598,388
129,690,231
Diluted earnings per common share attributable to Rayonier Inc.:..........
$0.27
$0.46
$0.79
Anti-dilutive shares excluded from computations of diluted earnings per
share:
Stock options, performance shares, restricted shares and
restricted stock units.........................................................................
450,551
450,681
254,282
2020
2019
2018
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Basic earnings per unit (“EPU”) is calculated by dividing net income available to unitholders of Rayonier, L.P. by
the weighted average number of units outstanding during the year. Diluted EPU is calculated by dividing net income
available to unitholders of Rayonier, L.P. by the weighted average number of units outstanding adjusted to include
the potentially dilutive effect of outstanding unit equivalents, including stock options, performance shares, restricted
shares and restricted stock units.
The following table provides details of the calculations of basic and diluted earnings per unit of the Operating
Partnership for the three years ended December 31:
2020
2019
2018
Earnings per unit - basic
Numerator:
Net Income..........................................................................................
$29,784
$67,678
$117,330
Less: Net loss (income) attributable to noncontrolling interests in
consolidated affiliates..........................................................................
Net income available to unitholders....................................................
7,828
$37,612
(8,573)
$59,105
(15,114)
$102,216
Denominator:
Denominator for basic earnings per unit - weighted average units.....
136,743,314
129,257,202
129,043,627
Basic earnings per unit attributable to Rayonier, L.P.:.............................
$0.28
$0.46
$0.79
Earnings per unit - diluted
Numerator:
Net Income..........................................................................................
$29,784
$67,678
$117,330
Less: Net loss (income) attributable to noncontrolling interest in
consolidated affiliates..........................................................................
Net income available to unitholders....................................................
7,828
$37,612
(8,573)
$59,105
(15,114)
$102,216
Denominator:
Denominator for basic earnings per unit - weighted average units.....
136,743,314
129,257,202
129,043,627
Add: Dilutive effect of unit equivalents:
Stock options....................................................................................
Performance shares, restricted shares and restricted stock units....
633
198,955
12,209
328,977
71,276
575,328
Denominator for diluted earnings per unit - adjusted weighted average
units.........................................................................................................
136,942,902
129,598,388
129,690,231
Diluted earnings per unit attributable to Rayonier, L.P.............................
$0.27
$0.46
$0.79
Anti-dilutive unit equivalents excluded from computations of diluted
earnings per unit:
Stock options, performance shares, restricted shares and
restricted stock units.........................................................................
2020
2019
2018
450,551
450,681
254,282
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
16.
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
We are exposed to market risk related to potential fluctuations in foreign currency exchange rates and interest
rates. We use derivative financial instruments to mitigate the financial impact of exposure to these risks. We also
use derivative financial instruments to mitigate exposure to foreign currency risk due to the translation of the
investment in Rayonier’s New Zealand-based operations from New Zealand dollars to U.S. dollars.
Accounting for derivative financial instruments is governed by Accounting Standards Codification Topic 815,
Derivatives and Hedging, (“ASC 815”). In accordance with ASC 815, we record our derivative instruments at fair
value as either assets or liabilities in the Consolidated Balance Sheets. Changes in the instruments’ fair value are
accounted for based on their intended use. Gains and losses on derivatives that are designated and qualify for cash
flow hedge accounting are recorded as a component of accumulated other comprehensive (loss) income (“AOCI”)
and reclassified into earnings when the hedged transaction materializes. Gains and losses on derivatives that are
designated and qualify for net investment hedge accounting are recorded as a component of AOCI and will not be
reclassified into earnings until the investment is partially or completely liquidated. The changes in the fair value of
derivatives not designated as hedging instruments and those which are no longer effective as hedging instruments,
are recognized immediately in earnings.
FOREIGN CURRENCY EXCHANGE AND OPTION CONTRACTS
The functional currency of Rayonier New Zealand Limited, and the New Zealand subsidiary is the New Zealand
dollar. The New Zealand subsidiary is exposed to foreign currency risk on export sales and ocean freight payments,
which are mainly denominated in U.S. dollars. The New Zealand subsidiary typically hedges 50% to 90% of its
estimated foreign currency exposure with respect to the following twelve months forecasted sales and purchases
less distributions and up to 75% of the forward 12 to 18 months. Additionally, the New Zealand subsidiary will
occasionally hedge up to 50% of its estimated foreign currency exposure with respect to the following 18 to 48
months forecasted sales and purchases, less distributions, when New Zealand dollar is at a cyclical low versus the
U.S. dollar. Foreign currency exposure from the New Zealand subsidiary’s trading operations is typically hedged
based on the following three months forecasted sales and purchases. As of December 31, 2020, foreign currency
exchange contracts and foreign currency option contracts had maturity dates through April 2022 and August 2021,
respectively.
Foreign currency exchange and option contracts hedging foreign currency risk on export sales and ocean
freight payments qualify for cash flow hedge accounting. We may de-designate these cash flow hedge relationships
in advance or at the occurrence of the forecasted transaction. The portion of gains or losses on the derivative
instrument previously accumulated in other comprehensive (loss) income for de-designated hedges remains in
AOCI until the forecasted transaction affects earnings. Changes in the value of derivative instruments after de-
designation are recorded in earnings.
INTEREST RATE SWAPS
We are exposed to cash flow interest rate risk on our variable-rate Term Credit Agreement, Incremental Term
Loan Agreement and 2020 Incremental Term Loan Facility, and use variable-to-fixed interest rate swaps to hedge
this exposure. For these derivative instruments, we report the gains/losses from the fluctuations in the fair market
value of the hedges in AOCI and reclassify them to earnings as interest expense in the same period in which the
hedged interest payments affect earnings.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table contains information on the outstanding interest rate swaps as of December 31, 2020:
Outstanding Interest Rate Swaps (a)
Date Entered Into
Term
Notional
Amount
Related Debt Facility
August 2015
August 2015
9 years
9 years
$170,000
Term Credit Agreement
180,000
Term Credit Agreement
April 2016
10 years
100,000
Incremental Term Loan
April 2016
10 years
100,000
Incremental Term Loan
July 2016
10 years
100,000
Incremental Term Loan
June 2020
10 years
250,000 2020 Incremental Term Loan
Fixed Rate
of Swap
(b)
Bank Margin
on Debt
Total Effective
Interest Rate (c)
2.20 %
2.35 %
1.60 %
1.60 %
1.26 %
1.10 %
1.60 %
1.60 %
1.90 %
1.90 %
1.90 %
1.85 %
3.80 %
3.95 %
3.50 %
3.50 %
3.16 %
2.95 %
(a) All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
(b) The interest rate swap entered in June 2020, was an off-market derivative, meaning it contained an embedded financing element, which the
counterparties recovered through an incremental change in the fixed rate over what would have been charged for an at-market swap.
(c) Rate is before estimated patronage payments.
TREASURY LOCKS
During the first quarter of 2020, we entered into treasury lock agreements, which were designated and qualified
as cash flow hedges. These derivative instruments hedged the impact of changes in the benchmark interest rate to
future interest payments associated with anticipated debt issuances. Prior to expiration, we de-designated and
settled the treasury locks by converting them into interest rate swap lock agreements (discussed below). To the
extent we de-designate or terminate a cash flow hedging relationship and the associated hedged item continues to
exist, any unrealized gain or loss of the cash flow hedge at the time of de-designation remains in AOCI and is
amortized using the straight-line method through interest expense over the remaining life of the hedged item.
Amounts recorded in AOCI in connection with the settled treasury locks were ($20.8) million which will be
reclassified to earnings through interest expense over the life of the 2020 Incremental Term Loan Facility.
The following table contains information on the expired treasury lock agreements entered into during the twelve
months ended December 31, 2020:
Converted Treasury Rate Locks (a)
Date Entered Into
Term
Notional
Amount
January 2020
10 years $100,000
January 2020
10 years
100,000
February 2020
10 years
50,000
Rate
1.53%
1.53%
1.35%
Related Debt Facility (b)
Expiration Date
2020 Incremental Term Loan Facility
March 30, 2020
2020 Incremental Term Loan Facility
March 31, 2020
2020 Incremental Term Loan Facility
March 31, 2020
(a) At inception, all treasury locks were designated as interest rate cash flow hedges and qualified for hedge accounting.
(b) See Note 8 — Debt for more information. We anticipate extending the term of the 2020 Incremental Term Loan facility for an additional five-
year term upon maturity.
INTEREST RATE SWAP LOCKS
Upon de-designation, we converted the above treasury lock agreements to interest rate swap lock agreements
to hedge the risk of changes in the interest payments attributable to changes in the benchmark LIBOR interest rate
associated with anticipated issuances of debt. The interest rate swap locks were designated and qualified as cash
flow hedges.
Prior to expiration, we de-designated and partially cash settled $11.1 million of the interest rate swap locks and
converted them into interest rate swap agreements. To the extent we de-designate or terminate a cash flow hedging
relationship and the associated hedged item continues to exist, any unrealized gain or loss of the cash flow hedge
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
at the time of de-designation remains in accumulated other comprehensive loss and is amortized using the straight-
line method through interest expense over the remaining life of the hedged item. Incremental amounts recorded in
accumulated other comprehensive loss in connection with the settled interest rate swap locks were ($1.4) million,
which will be reclassified to earnings through interest expense over the life of the 2020 Incremental Term Loan
Facility.
The following table contains information on the terminated interest rate swap lock agreements as of
December 31, 2020:
Converted Interest Rate Swap Locks (a)
Date Entered Into
Term
Notional
Amount
Fixed Rate of
Swap Lock (b)
March 2020
10 years $100,000
March 2020
10 years
100,000
March 2020
10 years
50,000
1.56%
1.59%
1.41%
Related Debt Facility (c)
Termination Date
2020 Incremental Term Loan Facility
June 30, 2020
2020 Incremental Term Loan Facility
June 30, 2020
2020 Incremental Term Loan Facility
June 30, 2020
(a) All interest rate swap locks have been designated as interest rate cash flow hedges and qualify for hedge accounting.
(b) These interest rate swap locks were off-market derivatives, meaning they contained an embedded financing element, which the
counterparties recovered through an incremental charge in the fixed rate over what would have been charged for an at-market swap lock.
(c) See Note 8 — Debt for information. We anticipate extending the term of the 2020 Incremental Term Loan facility for an additional five-year
term upon maturity.
FORWARD-STARTING INTEREST RATE SWAPS
We are exposed to cash flow interest rate risk on anticipated debt issuances and use forward-starting interest
rate swap agreements to hedge against changes in future cash flows resulting from changes in interest rates from
the trade date through the anticipated issuance date. For these derivative instruments, we report the gains/losses
from the fluctuations in the fair market value of the hedges in AOCI and reclassify them to earnings as interest
expense in the same period in which the hedged interest payments affect earnings.
The following table contains information on the outstanding forward-starting interest rate swaps as of
December 31, 2020:
Outstanding Forward-Starting Interest Rate Swaps (a)
Date Entered Into
Term
Notional
Amount
Fixed Rate
of Swap
February 2020
10 years $325,000
March 2020
May 2020
4 years
4 years
100,000
50,000
1.40%
0.88%
0.74%
Related Debt Facility
Anticipated refinancing of Senior
Notes due 2022
Maximum Period
Ending for
Forecasted
Issuance Date
Forward
Date
April 2022
April 2022
Term Credit Agreement
August 2024
Term Credit Agreement
August 2024
N/A
N/A
(a) All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
CARBON OPTIONS
The New Zealand subsidiary enters into carbon options from time to time to sell carbon assets at certain prices.
Changes in fair value of the carbon option contracts are recorded in “Interest and other miscellaneous income, net”
as the contracts do not qualify for hedge accounting treatment. As of December 31, 2020, all existing carbon option
contracts have expired.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table demonstrates the impact, gross of tax, of our derivatives on the Consolidated Statements of
Income and Comprehensive Income for the years ended December 31, 2020, 2019 and 2018.
Location on Statement of Income and
Comprehensive Income
2020
2019
2018
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts.............................. Other comprehensive (loss) income
$5,376
$2,211
($4,357)
Foreign currency option contracts.................................... Other comprehensive (loss) income
1,211
159
(180)
Interest rate swaps........................................................... Other comprehensive (loss) income
(76,567)
(29,893)
8,745
Interest rate products.......................................................
Interest Expense
10,769
(2,296)
(449)
Derivatives designated as a net investment hedge:
Foreign currency exchange contract................................ Other comprehensive (loss) income
—
—
(344)
Derivatives not designated as hedging instruments:
Foreign currency exchange contracts..............................
Carbon options
Interest and other miscellaneous income,
net
Interest and other miscellaneous income,
net
—
$135
$2,183
563
(105)
(158)
During the next 12 months, the amount of the December 31, 2020 AOCI balance, net of tax, expected to be
reclassified into earnings as a result of the maturation of our derivative instruments is a gain of approximately $4.7
million.
The following table contains the notional amounts of the derivative financial instruments recorded in the
Consolidated Balance Sheets at December 31, 2020 and 2019:
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts..............................................................................
Foreign currency option contracts....................................................................................
Interest rate swaps............................................................................................................
Forward-starting interest rate swaps
Notional Amount
2020
2019
$49,000
28,000
900,000
475,000
$56,350
22,000
650,000
—
Derivatives not designated as hedging instruments:
Carbon options (a)...............................................................................................................
—
9,592
(a) Notional amount for carbon options is calculated as the number of units outstanding multiplied by the spot price as of the end of the period.
119
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table contains the fair values of the derivative financial instruments recorded in the Consolidated
Balance Sheets at December 31, 2020 and 2019. Changes in balances of derivative financial instruments are
recorded as operating activities in the Consolidated Statements of Cash Flows:
Location on Balance Sheet
2020
2019
Fair Value Assets (Liabilities) (a)
Derivatives designated as cash flow hedges:
Foreign currency exchange contracts................................. Other current assets
Foreign currency option contracts....................................... Other current assets
Other assets
Other current liabilities
Other assets
Other current liabilities
Other non-current liabilities
Interest rate swaps.................................................................. Other assets
Other non-current liabilities
Forward-starting interest rate swaps....................................... Other assets
Other non-current liabilities
$4,968
1,050
—
1,526
—
(11)
—
—
(51,580)
513
(13,042)
$424
390
(172)
151
209
(27)
(30)
2,614
(11,068)
—
—
Derivatives not designated as hedging instruments:
Carbon options (a)............................................................... Other current liabilities
—
(607)
Total derivative contracts:
Other current assets...........................................................................................................................
Other assets.......................................................................................................................................
Total derivative assets..................................................................................................................
Other current liabilities........................................................................................................................
Other non-current liabilities.................................................................................................................
Total derivative liabilities...............................................................................................................
$6,494
1,563
$8,057
(11)
(64,622)
($64,633)
$575
3,213
$3,788
(806)
(11,098)
($11,904)
(a) See Note 17 — Fair Value Measurements for further information on the fair value of our derivatives including their classification within the
fair value hierarchy.
OFFSETTING DERIVATIVES
Derivative financial instruments are presented at their gross fair values in the Consolidated Balance Sheets. Our
derivative financial instruments are not subject to master netting arrangements, which would allow the right of offset.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
17.
FAIR VALUE MEASUREMENTS
FAIR VALUE OF FINANCIAL INSTRUMENTS
A three-level hierarchy that prioritizes the inputs used to measure fair value was established in the Accounting
Standards Codification as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
Level 2 — Observable inputs other than quoted prices included in Level 1.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities.
The following table presents the carrying amount and estimated fair values of our financial instruments at
December 31, 2020 and 2019, using market information and what we believe to be appropriate valuation
methodologies under generally accepted accounting principles:
Asset (liability) (a)
Cash and cash equivalents, excluding
Timber Funds............................................
Cash and cash equivalents, Timber
Funds........................................................
Restricted cash (b)....................................
Current maturities of long-term debt,
excluding Timber Funds............................
Long-term debt, Timber Funds (c).............
Interest rate swaps (d)..............................
Forward-starting interest rate swaps (d)...
Foreign currency exchange contracts (d)..
Foreign currency option contracts (d).......
Carbon options contracts (d).....................
Marketable equity securities (e)................
Noncontrolling Interests in the Operating
Partnership (f)...........................................
December 31, 2020
December 31, 2019
Carrying
Amount
Fair Value
Carrying
Amount
Fair Value
Level 1
Level 2
Level 1
Level 2
$80,454
$80,454
4,053
2,975
—
(60,179)
(51,580)
(12,529)
6,018
1,515
—
—
4,053
2,975
—
—
—
—
—
—
—
—
—
130,121
130,121
—
—
—
—
(60,474)
(51,580)
(12,529)
6,018
1,515
—
—
—
$68,735
$68,735
—
1,233
—
1,233
(82,000)
—
(8,454)
—
642
303
(607)
—
—
—
—
—
—
—
—
10,582
10,582
—
—
—
—
—
(82,000)
(981,500)
—
(8,454)
—
642
303
(607)
—
—
Long-term debt, excluding Timber Funds
(c)..............................................................
(1,300,336)
(1,313,631)
(973,129)
(a) We did not have Level 3 assets or liabilities at December 31, 2020 and 2019.
(b) Restricted cash represents the proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow for
real estate development obligations. See Note 23 - Restricted Cash for additional information.
(c) The carrying amount of long-term debt is presented net of capitalized debt costs on non-revolving debt. See Note 8 — Debt for additional
information.
(d) See Note 16 — Derivative Financial Instruments and Hedging Activities for information regarding the Balance Sheet classification of our
derivative financial instruments.
(e)
Investments in marketable securities are classified in “Other Assets” based on the nature of the securities and their availability for use in
current operations. See Note 24 - Other Assets for additional information.
(f) Noncontrolling interests in the Operating Partnership is neither an asset nor liability and is classified as temporary equity in the Company’s
Consolidated Balance Sheets. This relates to the ownership of Rayonier, L.P. Units by various individuals and entities other than the
Company.
121
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Rayonier uses the following methods and assumptions in estimating the fair value of its financial instruments:
Cash and cash equivalents and Restricted cash — The carrying amount is equal to fair market value.
Debt — The fair value of fixed rate debt is based upon quoted market prices for debt with similar terms and
maturities. The variable rate debt adjusts with changes in the market rate, therefore the carrying value
approximates fair value.
Interest rate swap agreements — The fair value of interest rate contracts is determined by discounting the
expected future cash flows, for each instrument, at prevailing interest rates.
Foreign currency exchange contracts — The fair value of foreign currency exchange contracts is determined by a
mark-to-market valuation, which estimates fair value by discounting the difference between the contracted forward
price and the current forward price for the residual maturity of the contract using a risk-free interest rate.
Foreign currency option contracts — The fair value of foreign currency option contracts is based on a mark-to-
market calculation using the Black-Scholes option pricing model.
Carbon option contracts — The fair value of carbon option contracts is determined by a mark-to-market valuation
using the Black-Scholes option pricing model, which estimates fair value by discounting the difference between the
contracted forward price and the current forward price for the residual maturity of the contract using a risk-free
interest rate.
Marketable equity securities — The fair value of marketable equity securities is determined by quoted prices in
their active market.
Noncontrolling Interests in the Operating Partnership — The fair value of noncontrolling interests in the Operating
Partnership is determined based on the period-end closing price of Rayonier Inc. common shares.
The following table presents marketable equity securities that have been in a continuous unrealized gain position for
less than 12 months and for 12 months or greater at December 31, 2020 and December 31, 2019:
December 31, 2020
Carrying
Amount
Less
than 12
Months
12
Months
or
Greater
December 31, 2019
Less
than 12
Months
12
Months
or
Greater
Total
Total
Carrying
Amount
Fair value of marketable equity
securities..........................................
Unrealized gains...............................
—
—
—
—
—
—
—
—
$10,582
$10,582
—
3,043
—
—
$10,582
3,043
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
18.
EMPLOYEE BENEFIT PLANS
We have one qualified non-contributory defined benefit pension plan covering a portion of its employees and an
unfunded plan that provides benefits in excess of amounts allowable under current tax law in the qualified plans. We
closed enrollment in the pension plans to salaried employees hired after December 31, 2005. Effective December
31, 2016, we froze benefits for all employees participating in the pension plan. In lieu of the pension plan, we provide
those employees with an enhanced 401(k) plan match similar to what is currently provided to employees hired after
December 31, 2005. Employee benefit plan liabilities are calculated using actuarial estimates and management
assumptions. These estimates are based on historical information, along with certain assumptions about future
events. Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.
The following tables set forth the change in the projected benefit obligation and plan assets and reconcile the
funded status and the amounts recognized in the Consolidated Balance Sheets for the pension and postretirement
benefit plans for the two years ended December 31:
Pension
2020
2019
Postretirement
2019
2020
Change in Projected Benefit Obligation
Projected benefit obligation at beginning of year.....................
Service cost..............................................................................
Interest cost..............................................................................
Actuarial loss (gain)..................................................................
Benefits paid.............................................................................
Projected benefit obligation at end of year........................
$90,261
—
2,706
10,915
(3,413)
$100,469
$79,559
—
3,197
10,828
(3,323)
$90,261
$1,634
6
51
209
(14)
$1,886
$1,303
6
54
285
(14)
$1,634
Change in Plan Assets
Fair value of plan assets at beginning of year..........................
Actual return on plan assets.....................................................
Employer contributions.............................................................
Benefits paid.............................................................................
Other expense..........................................................................
Fair value of plan assets at end of year..........................
$66,460
13,329
3,005
(3,413)
(498)
$78,883
$50,949
12,975
6,413
(3,284)
(593)
$66,460
—
—
14
(14)
—
—
—
—
14
(14)
—
—
Funded Status at End of Year:
Net accrued benefit cost........................................................... ($21,586) ($23,801)
($1,886)
($1,634)
Amounts Recognized in the Consolidated
Balance Sheets Consist of:
Current liabilities.......................................................................
Noncurrent liabilities.................................................................
Net amount recognized..................................................
($86)
(21,500)
($86)
(23,715)
($21,586) ($23,801)
($41)
(1,845)
($1,886)
($38)
(1,596)
($1,634)
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Net gains or losses recognized in other comprehensive (loss) income for the three years ended December 31
are as follows:
Net (losses) gains ...........................................
($1,587)
2020
Pension
2019
($1,514)
2018
($1,743)
Postretirement
2019
($285)
2020
($207)
2018
$149
In 2020, net losses recognized in other comprehensive income for our pension plan was primarily due to an
approximate 80 bps decline in the discount rate ($11.2 million) and unfavorable demographic experience
($0.4 million), partially offset by higher than expected return on plan assets ($9.3 million) and updates to mortality
rates ($0.7 million). Net losses recognized in other comprehensive income for our postretirement plan was primarily
due to an approximate 74 bps decline in the discount rate ($0.2 million).
Net gains or losses reclassified from other comprehensive income and recognized as a component of pension
and postretirement expense for the three years ended December 31 are as follows:
Amortization of losses (gains)................................
$861
$449
$673
$8
—
$2
Net losses that have not yet been included in pension and postretirement expense for the two years ended
December 31, but have been recognized as a component of AOCI are as follows:
2020
Pension
2019
2018
2020
Postretirement
2019
2018
Pension
Postretirement
2020
2019
2020
2019
Net losses..........................................................................................
Deferred income tax benefit ..............................................................
($25,043) ($24,317)
1,216
AOCI.......................................................................................... ($23,827) ($23,101)
1,216
($491)
6
($485)
($292)
6
($286)
For pension and postretirement plans with accumulated benefit obligations in excess of plan assets, the following
table sets forth the projected and accumulated benefit obligations and the fair value of plan assets for the two years
ended December 31:
Projected benefit obligation.......................................................................................................
Accumulated benefit obligation.................................................................................................
Fair value of plan assets...........................................................................................................
2020
$100,469
100,469
78,883
2019
$90,261
90,261
66,460
The following tables set forth the components of net pension and postretirement benefit cost (credit) that have
been recognized during the three years ended December 31:
Pension
Postretirement
2020
2019
2018
2020
2019
2018
Components of Net Periodic Benefit Cost (Credit)
Service cost...................................................
Interest cost...................................................
Expected return on plan assets....................
Amortization of losses (gains).......................
Net periodic benefit cost (credit)............................
—
2,706
(3,504)
861
$63
—
3,197
(3,107)
449
$539
—
3,021
(3,934)
673
($240)
$6
51
—
8
$65
$6
54
—
—
$60
$7
38
—
2
$47
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RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table sets forth the principal assumptions inherent in the determination of benefit obligations and
net periodic benefit cost of the pension and postretirement benefit plans as of December 31:
Pension
Postretirement
2020
2019
2018
2020
2019
2018
Assumptions used to determine benefit obligations at December 31:
Discount rate.................................................................................
2.26 % 3.06 % 4.11 % 2.42 % 3.16 % 4.18 %
Assumptions used to determine net periodic benefit cost for years
ended December 31:
Discount rate ................................................................................
3.06 % 4.11 % 3.48 % 3.16 % 4.18 % 3.56 %
Expected long-term return on plan assets....................................
5.72 % 5.72 % 7.17 %
—
—
—
At December 31, 2020, the pension plan’s discount rate was 2.3%, which closely approximates interest rates on
high quality, long-term obligations. In 2020, the expected return on plan assets remained flat at 5.7%, which is based
on historical and expected long-term rates of return on broad equity and bond indices and consideration of the actual
annualized rate of return. We utilize this information in developing assumptions for returns, risks and correlations of
asset classes, which are then used to establish the asset allocation ranges.
INVESTMENT OF PLAN ASSETS
Our Pension and Savings Plan Committee and the Audit Committee of the Board of Directors oversee the
pension plans’ investment program, which is designed to maximize returns and provide sufficient liquidity to meet
plan obligations while maintaining acceptable risk levels. The investment approach emphasizes diversification by
allocating the plans’ assets among asset categories and selecting investment managers whose various investment
methodologies will be minimally correlative with each other.
In 2020, we transitioned to a liability-driven investment (“LDI”) strategy. An LDI strategy focuses on maintaining a
close to fully-funded status over the long-term with minimal funded status risk. This is achieved by investing more of
the plan assets in fixed income instruments to more closely match the duration of the plan liability. The investment
allocation to fixed income instruments will increase as the plans' funded status increases. Investment target
allocation percentages for equity securities can range up to 80 percent.
Our pension plans’ asset allocation (excluding short-term investments) at December 31, 2020 and 2019 are as
follows:
Asset Category
Domestic equity securities........................................................................................................
International equity securities...................................................................................................
Domestic fixed income securities.............................................................................................
International fixed income securities........................................................................................
Real estate fund.......................................................................................................................
Total..........................................................................................................................................
Percentage of
Plan Assets
2020
2019
44%
30%
21%
3%
2%
100%
41%
28%
25%
4%
2%
100%
Investments within the equity categories may include large capitalization, small capitalization and emerging
market securities, while the international fixed income portfolio may include emerging markets debt. Pension assets
did not include a direct investment in Rayonier common shares during the years ended December 31, 2020 and
2019.
125
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
NET ASSET VALUE MEASUREMENTS
Separate investment accounts are measured using the unit value calculated based on the Net Asset Value
(“NAV”) of the underlying assets. The NAV is based on the fair value of the underlying investments held by each fund
less liabilities divided by the units outstanding as of the valuation date. These funds are not publicly traded; however,
the unit price calculation is based on observable market inputs of the funds’ underlying assets.
The following table sets forth the net asset value of the plan assets as of December 31, 2020 or 2019.
December 31, 2020
December 31, 2019
Asset Category
Investments at Net Asset Value:
Separate Investment Accounts....................................................................
Total Investments at Net Asset Value...........................................................
$78,883
$78,883
$66,460
$66,460
CASH FLOWS
Our expected benefit payments to be made for the next 10 years are as follows:
2021.............................................................................................................................
2022.............................................................................................................................
2023.............................................................................................................................
2024.............................................................................................................................
2025.............................................................................................................................
2026-2030...................................................................................................................
$3,774
4,026
4,135
4,327
4,445
23,200
$41
45
48
52
55
328
Pension
Benefits
Postretirement
Benefits
We have no pension contribution requirements in 2021.
DEFINED CONTRIBUTION PLANS
We provide a defined contribution plan to all of our eligible employees. Upon completion of the merger with Pope
Resources, former eligible Pope Resource employees were immediately eligible to participate in the Rayonier 401(k)
plan. Pope Resources employees’ year of service were credited to the 401(k) plan for vesting purposes. Company
match contributions charged to expense for these plans were $1.1 million, $1.0 million and $0.9 million for the years
ended December 31, 2020, 2019 and 2018, respectively. The defined contribution plan includes Rayonier common
shares with a fair market value of $8.5 million and $10.6 million at December 31, 2020 and 2019, respectively. As of
June 1, 2016, the Rayonier Inc. Common Stock Fund was closed to new contributions. Transfers out of the fund will
continue to be permitted, but no new investments or transfers into the fund are allowed.
As discussed above, the defined benefit pension plan is currently frozen. In lieu of the pension plan, employees
are eligible to receive an enhanced match contribution. Company enhanced match contributions charged to expense
for the years ended December 31, 2020, 2019 and 2018 were $1.0 million, $0.9 million and $0.8 million, respectively.
126
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
19.
INCENTIVE STOCK PLANS
The Rayonier Incentive Stock Plan (the “Stock Plan”) provides up to 15.8 million shares to be granted for
incentive stock options, non-qualified stock options, stock appreciation rights, performance shares, restricted stock
and restricted stock units, subject to certain limitations. At December 31, 2020, a total of 2.8 million shares were
available for future grants under the Stock Plan. Under the Stock Plan, shares available for issuance are reduced by
1 share for each option or right granted and by 2.27 shares for each performance share, restricted share or
restricted stock unit granted. We issue new shares of stock upon the exercise of stock options, the granting of
restricted stock, and the vesting of performance shares and restricted stock units.
A summary of our stock-based compensation cost is presented below:
Selling and general expenses.........................................................................
Cost of sales...................................................................................................
Timber and Timberlands, net (a).....................................................................
Other operating expense, net (b)....................................................................
Total stock-based compensation.....................................................................
2020
$6,839
693
170
324
$8,026
2019
$6,416
378
110
—
$6,904
2018
$5,623
704
101
—
$6,428
Tax benefit recognized related to stock-based compensation expense (c).
$421
$362
$338
(a) Represents amounts capitalized as part of the overhead allocation of timber-related costs.
(b) Represents expense associated with the acceleration of share-based compensation on Pope replacement awards related to qualifying
terminations. See Note 21 - Charges for Integration and Restructuring for additional details.
(c) A valuation allowance is recorded against the tax benefit recognized as we do not expect to be able to realize the benefit in the future.
FAIR VALUE CALCULATIONS BY AWARD
RESTRICTED STOCK
Restricted stock granted to employees under the Stock Plan generally vests in fourths on the first, second, third
and fourth anniversary of the grant date. Restricted stock granted to senior management generally vests in thirds on
the third, fourth, and fifth anniversary of the grant date. Periodically, other one-time restricted stock grants are
issued to employees for special purposes, such as new hire, promotion or retention, and can vest ratably over, or
upon completion of, a defined period of time. Generally, holders of restricted stock receive dividend equivalent
payments on outstanding restricted shares. Restricted stock granted to members of the board of directors generally
vests immediately upon issuance and is subject to certain holding requirements. The fair value of each share
granted is equal to the share price of the the Company’s stock on the date of grant. We have elected to value each
grant in total and recognize the expense on a straight-line basis from the grant date of the award to the latest
vesting date. As permitted, we do not estimate a forfeiture rate for non-vested shares. Accordingly, unexpected
forfeitures will lower stock-based compensation during the period in which they occur.
REPLACEMENT RESTRICTED STOCK AWARDS FROM THE MERGERS
As a result of the Mergers, Rayonier issued 69,176 shares of restricted stock awards (“replacement awards”) in
connection with unvested Pope Resources restricted units. Eligible outstanding Pope Resources restricted units
were canceled and exchanged for replacement awards, pursuant to an exchange ratio in the merger agreement
designed to maintain the intrinsic value of the awards immediately prior to the exchange.
In accordance with ASC 805, these awards are considered to be replacement awards. Exchanges of share-
based payment awards in conjunction with a business combination are modifications in accordance with ASC 718,
Compensation — Stock Compensation (“ASC 718”). As a result, the portion of the fair-value of replacement awards
attributable to pre-merger services were included in measuring the consideration transferred in the business
combination. The fair value of the replacement awards was estimated to be approximately $1.7 million of which
127
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
$0.2 million was attributable to pre-merger services. See Note 2 — Merger with Pope Resources for additional
information.
REPLACEMENT AWARD EXPENSE
The replacement awards issued have similar vesting provisions as the terms of existing Rayonier restricted
stock. Expense for the replacement awards that were not fully vested prior to the date of the merger will continue to
be recognized over a weighted average remaining service period of approximately 21 months unless a qualifying
termination occurs.
A qualifying termination of an awardee will result in the acceleration of vesting and expense recognition in the
period that the qualifying termination occurs. Qualifying terminations during the year ended December 31, 2020
resulted in the accelerated vesting of 15,049 of the replacement awards and recognition of approximately
$0.3 million of expense. This accelerated vesting expense is included in merger-related integration costs as
described in Note 21 — Charges for Integration and Restructuring.
As of December 31, 2020, there was $2.0 million of unrecognized compensation cost attributable to our
restricted stock. We expect to recognize this cost over a weighted average period of 1.7 years.
A summary of our restricted stock is presented below:
Restricted shares granted (a)...................................................................................................
Weighted average price of restricted shares granted...............................................................
Intrinsic value of restricted stock outstanding (b).....................................................................
Grant date fair value of restricted stock vested........................................................................
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on restricted shares vested....................................................
2020
2019
2018
100,452
$23.15
4,666
2,755
24,592
$30.90
5,540
5,339
87,924
$35.44
8,792
1,582
566
1,610
334
(a) The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources.
(b)
Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2020.
2020
Number of
Shares
Weighted
Average Grant
Date Fair Value
Non-vested Restricted Shares at January 1,....................................................
Granted (a)........................................................................................................
Vested (b)..........................................................................................................
Cancelled..........................................................................................................
Non-vested Restricted Shares at December 31,...............................................
169,114
100,452
(109,764)
(982)
158,820
$29.45
23.15
25.10
30.46
$28.47
(a) The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources.
(b) The year ended December 31, 2020 includes 15,049 replacement awards vested as a result of acceleration due to qualifying terminations.
RESTRICTED STOCK UNITS
In April 2019, we began granting restricted stock units instead of restricted stock to employees. All attributes of
our restricted stock described herein, including vesting characteristics, dividend payments, fair value measurement
and expense recognition, apply equally to restricted stock units granted under the Stock Plan.
As of December 31, 2020, there was $5.2 million of unrecognized compensation cost attributable to our
restricted stock units. We expect to recognize this cost over a weighted average period of 3.5 years.
128
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
A summary of our restricted stock units is presented below:
Restricted stock units granted..................................................................................................
171,409
103,634
Weighted average price of restricted stock units granted........................................................
$22.58
$31.51
Intrinsic value of restricted stock units outstanding (a).............................................................
Grant date fair value of restricted stock units vested...............................................................
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on restricted stock units vested..............................................
7,801
$218
$47
3,351
$2
$1
—
—
—
—
—
2020
2019
2018
(a)
Intrinsic value of restricted stock units outstanding is based on the market price of the Company’s stock at December 31, 2020.
2020
Number of
Shares
Weighted
Average Grant
Date Fair Value
Non-vested Restricted Stock Units at January 1,..............................................
Granted.............................................................................................................
Vested...............................................................................................................
Cancelled..........................................................................................................
Non-vested Restricted Stock Units at December 31,........................................
102,297
171,409
(6,868)
(1,316)
265,522
$31.50
22.58
31.71
28.35
$25.75
PERFORMANCE SHARE UNITS
Our performance share units generally vest upon completion of a three-year period. The number of shares, if
any, that are ultimately awarded is contingent upon our total shareholder return versus selected peer group
companies. The performance share payout is based on a market condition, and as such, the awards are valued
using a Monte Carlo simulation model. The model generates the fair value of the award at the grant date, which is
then recognized as expense on a straight-line basis over the vesting period. Additionally, we do not estimate a
forfeiture rate for non-vested units. As such, unexpected forfeitures will lower stock-based compensation during the
period in which they occur.
The Stock Plan allows for the cash settlement of the required withholding tax on performance share unit
awards. As of December 31, 2020, there was $6.3 million of unrecognized compensation cost related to our
performance share unit awards, which is attributable to awards granted in 2018, 2019 and 2020. This cost is
expected to be recognized over a weighted average period of 1.9 years.
A summary of our performance share units is presented below:
Common shares reserved for performance shares granted during year ..................................
361,870
232,684
213,154
Weighted average fair value of performance share units granted.............................................
$29.59
$35.99
$40.27
Intrinsic value of outstanding performance share units (a)........................................................
Fair value of performance shares vested..................................................................................
Cash used to purchase common shares from current and former employees to pay
withholding tax requirements on performance shares vested................................................
11,711
10,758
3,522
6,387
9,229
5,670
992
2,639
2,651
2020
2019
2018
(a)
Intrinsic value of outstanding performance share units is based on the market price of the Company's stock at December 31, 2020.
129
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Outstanding Performance Share units at January 1,..........................................
Granted................................................................................................................
Units Distributed..................................................................................................
Other Cancellations/Adjustments........................................................................
Outstanding Performance Share units at December 31,.....................................
2020
Number
of Units
328,386
180,935
(109,470)
(1,244)
398,607
Weighted
Average Grant
Date Fair Value
$36.06
29.59
32.17
38.04
$34.17
Expected volatility was estimated using daily returns on the Company’s common shares for the three-year
period ending on the grant date. The risk-free rate was based on the 3-year U.S. treasury rate on the date of the
award. The dividend yield was not used to calculate fair value as awards granted receive dividend equivalents. The
following table provides an overview of the assumptions used in calculating the fair value of the awards granted for
the three years ended December 31, 2020:
Expected volatility...........................................................................................................
Risk-free rate..................................................................................................................
2020
32.6%
0.3%
2019
18.4%
2.3%
2018
20.8%
2.4%
NON-QUALIFIED EMPLOYEE STOCK OPTIONS
The exercise price of each non-qualified stock option granted under the Stock Plan is equal to the closing
market price of the Company’s stock on the grant date. Under the Stock Plan, the maximum term is 10 years from
the grant date.
A summary of the status of our stock options as of and for the year ended December 31, 2020 is presented
below:
Options outstanding at January 1,....................................
Granted...................................................................
Exercised................................................................
Number of
Shares
414,402
—
(50,228)
Cancelled or expired...............................................
(23,189)
Options outstanding at December 31,...............................
Options exercisable at December 31,...............................
340,985
340,985
2020
Weighted
Average Exercise
Price
(per common
share)
Weighted
Average
Remaining
Contractual Term
(in years)
Aggregate
Intrinsic
Value
$33.30
—
27.23
35.08
34.07
$34.07
2.2
2.2
$5
$5
A summary of additional information pertaining to our stock options is presented below:
Intrinsic value of options exercised (a).....................................................................
Cash received from exercise of options....................................................................
2020
2019
$108
1,368
$475
1,260
2018
$2,618
8,591
(a)
Intrinsic value of options exercised is the amount by which the fair value of the stock on the exercise date exceeded the exercise price of the
option.
As of December 31, 2020, compensation cost related to stock options was fully recognized.
130
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RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
20.
OTHER OPERATING (EXPENSE) INCOME, NET
The following table provides the composition of Other operating (expense) income, net for the three years
ended December 31:
(Loss) gain on foreign currency remeasurement, net of cash flow hedges........
Gain on sale or disposal of property plant & equipment....................................
2020
($3,503)
121
2019
($3,077)
56
Income from sale of unused Internet Protocol addresses..................................
Log trading marketing fees.................................................................................
—
56
Cost related to the merger with Pope Resources (a).........................................
Equity loss related to Ferncliff Investors joint venture (b)...................................
(17,166)
(721)
—
314
—
—
2018
$370
7
646
286
—
—
Miscellaneous expense, net...............................................................................
Total.............................................................................................................
(472)
($21,685)
(1,826)
($4,533)
(169)
$1,140
(a)
Includes legal, accounting, due diligence, consulting and other costs related to the merger with Pope Resources. See Note 2 - Merger with
Pope Resources and Note 21 - Charges for Integration and Restructuring for additional information.
(b) See Note 6 - Noncontrolling Interests and Note 27 - Variable Interest Entities for additional information on Ferncliff Investors.
21.
CHARGES FOR INTEGRATION AND RESTRUCTURING
During 2020, we have incurred and accrued for termination benefits (primarily severance) and accelerated
share-based payment costs based upon actual and expected qualifying terminations of certain employees as a
result of restructuring decisions made concurrent with and subsequent to the Mergers. We have also incurred non-
recurring professional services costs for investment banking, legal, consulting, accounting and certain other fees
directly attributable to the Mergers.
A summary of the charges for integration and restructuring related to the Mergers is presented below:
Termination benefits.................................................................................................................
Acceleration of share-based compensation related to qualifying terminations (Note 19)........
Professional services...............................................................................................................
Other integration and restructuring costs.................................................................................
Total integration and restructuring charges related to the Mergers........................................
Changes in accrued severance related to restructuring during 2020 were as follows:
Accrued severance as of January 1, 2020......................................................................................
Charges......................................................................................................................................
Payments....................................................................................................................................
Accrued severance as of December 31, 2020................................................................................
$625
324
14,314
1,903
$17,166
2020
2020
—
625
(513)
$112
Accrued severance is recorded within “Accrued Payroll and Benefits” in our Consolidated Balance Sheets. The
accrued severance balance as of December 31, 2020 is expected to be paid within one year.
131
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
22.
INVENTORY
As of December 31, 2020 and 2019, our inventory was solely comprised of finished goods, as follows:
Finished goods inventory.......................................................................................
Real estate inventory (a)...................................................................................
Log inventory.....................................................................................................
Total inventory...............................................................................................
2020
2019
$6,756
3,838
$10,594
$12,663
1,855
$14,518
(a) Represents the cost of HBU real estate (including capitalized development investments) under contract to be sold. See Note 9 — Higher
and Better Use Timberlands and Real Estate Development Investments for additional information.
23.
RESTRICTED CASH
In order to qualify for like-kind exchange (“LKE”) treatment, the proceeds from real estate sales must be
deposited with a third-party intermediary. These proceeds are accounted for as restricted cash until a suitable
replacement property is acquired. In the event that the LKE purchases are not completed, the proceeds are
returned to us after 180 days and reclassified as available cash. As of December 31, 2020 and 2019, we had
$3.0 million and $1.2 million, respectively, of proceeds from real estate sales classified as restricted cash which
were deposited with an LKE intermediary as well as cash held in escrow for real estate development obligations.
The following table contains the amount of restricted cash recorded in the Consolidated Balance Sheets and
Consolidated Statements of Cash Flows for the years ended December 31:
Restricted cash deposited with LKE intermediary........................................................
Restricted cash held in escrow.....................................................................................
Total restricted cash shown in the Consolidated Balance Sheets................................
Cash and cash equivalents..........................................................................................
Total cash, cash equivalents and restricted cash shown in the Consolidated
Statements of Cash Flows............................................................................................
2020
2019
—
2,975
2,975
84,507
$758
475
1,233
68,735
$87,482
$69,968
132
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
24.
OTHER ASSETS
Included in Other Assets are derivatives, goodwill in the New Zealand subsidiary, long-term prepaid roads,
patronage equity, marketable equity securities and other deferred expenses including deferred financing costs
related to revolving debt and capitalized software costs.
See Note 16 — Derivative Financial Instruments and Hedging Activities for further information on derivatives
including their classification on the Consolidated Balance Sheets.
Changes in goodwill for the years ended December 31, 2020 and 2019 were:
Balance, January 1 (net of $0 of accumulated impairment)................................................
Changes to carrying amount
2020
$8,611
2019
$8,307
Acquisitions................................................................................................................
Impairment..................................................................................................................
Foreign currency adjustment......................................................................................
Balance, December 31 (net of $0 of accumulated impairment)..........................................
—
—
332
$8,943
—
—
304
$8,611
See Note 1 — Summary of Significant Accounting Policies for additional information on goodwill.
As of December 31, 2020 and 2019, Rayonier’s prepaid logging and secondary roads follows:
Long-term and prepaid and secondary roads
Pacific Northwest long-term prepaid roads.....................................................................
New Zealand long-term secondary roads.......................................................................
Total long-term prepaid and secondary roads............................................................
$4,087
5,767
$9,854
$4,198
4,265
$8,463
See Note 1 — Summary of Significant Accounting Policies for additional information on prepaid logging roads.
2020
2019
As of December 31, 2020 and 2019, Rayonier’s patronage equity follows:
Patronage Equity
2020
$6,685
2019
$5,217
See Note 1 — Summary of Significant Accounting Policies for additional information on patronage equity.
As of December 31, 2020 and 2019, Rayonier’s deferred financing costs related to revolving debt follows:
Deferred financing costs related to revolving debt..............................................................
$1,040
2020
2019
$102
See Note 1 — Summary of Significant Accounting Policies for additional information on deferred financing costs
related to revolving debt.
As of December 31, 2020 and 2019, Rayonier’s capitalized software costs follows:
Capitalized software costs...................................................................................................
$3,651
2020
2019
$3,605
See Note 1 — Summary of Significant Accounting Policies for additional information on capitalized software
costs.
133
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
As of December 31, 2020 and 2019, Rayonier’s investments in marketable equity securities follows:
Investments in marketable equity securities........................................................................
—
2020
2019
$10,582
See Note 1 — Summary of Significant Accounting Policies for additional information on investments in
marketable equity securities. As of December 31, 2019, our investments in marketable equity securities consisted
entirely of 114,400 limited partnership units of Pope Resources, originally purchased in an open-market transaction
at $65.90 per unit. These units were included as consideration transferred in the merger with Pope Resources. See
Note 2 — Merger with Pope Resources for additional information.
25.
ASSETS HELD FOR SALE
Assets held for sale is composed of properties not included in inventory under contract and expected to be sold
within the next 12 months that also meet the other relevant held-for-sale criteria in accordance with ASC
360-10-45-9. As of December 31, 2020, the basis in properties meeting this classification was $3.4 million. Since
the basis in these properties was less than the fair value, including costs to sell, no impairment was recognized. As
of December 31, 2019, there were no properties classified as assets held for sale.
26.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The following table summarizes the changes in AOCI by component for the years ended December 31, 2020
and 2019. All amounts are presented net of tax effect and exclude portions attributable to noncontrolling interest.
Foreign
currency
translation
gains/
(losses)
Net
investment
hedges of
New
Zealand
subsidiary
Cash
flow
hedges
Employee
benefit
plans
Total
Rayonier,
L.P.
Allocation
of
Operating
Partnership
Total
Rayonier
Inc.
($1,010)
$1,321
$21,965
($22,037)
$239
—
$239
784
—
(29,251)
(1,799)
(30,266)
—
(30,266)
—
784
—
(1,624)
449 (b)
(1,175)
—
(1,175)
—
(30,875)
(1,350)
(31,441)
—
(31,441)
($226)
$1,321
($8,910)
($23,387)
($31,202)
—
($31,202)
22,928
—
(71,644) (a)
(1,794)
(50,510)
—
(50,510)
—
—
9,498
869 (b)
10,367
(2,540)
7,827
22,928
—
(62,146)
(925)
(40,143)
(2,540) (42,683)
$22,702
$1,321
($71,056)
($24,312)
($71,345)
($2,540) ($73,885)
Balance as of December
31, 2018............................
Other comprehensive
(loss) income before
reclassifications.............
Amounts reclassified from
accumulated other
comprehensive (loss)
income...........................
Net other comprehensive
(loss) income....................
Balance as of December
31, 2019............................
Other comprehensive
(loss) income before
reclassifications.............
Amounts reclassified from
accumulated other
comprehensive (loss)
income...........................
Net other comprehensive
(loss) income....................
Balance as of December
31, 2020............................
(a)
Includes $76.6 million of other comprehensive loss related to interest rate swaps. See Note 16 — Derivative Financial Instruments and
Hedging Activities for additional information.
(b) This component of other comprehensive (loss) income is included in the computation of net periodic pension cost. See Note 18 —
Employee Benefit Plans for additional information.
134
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
The following table presents details of the amounts reclassified in their entirety from AOCI for the years
ended December 31, 2020 and 2019:
Details about accumulated other
comprehensive (loss) income
components
Realized (gain) loss on foreign currency
exchange contracts....................................
Realized (gain) loss on foreign currency
option contracts..........................................
Noncontrolling interest...............................
Realized loss (gain) on interest rate
contracts....................................................
Income tax expense (benefit) from foreign
currency contracts......................................
Net loss (gain) on cash flow hedges
reclassified from accumulated other
comprehensive income..............................
Amount reclassified from
accumulated other
comprehensive (loss) income
2020
2019
Affected line item in the income
statement
($2,324)
$1,246
Other operating income, net
30
528
(33)
Other operating income, net
(279)
Comprehensive income (loss)
attributable to noncontrolling interest
10,769
(2,296)
Interest expense
495
(262)
Income tax expense (Note 11)
$9,498
($1,624)
135
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
27.
VARIABLE INTEREST ENTITIES
ORM Timber Fund II, Inc. (Fund II), ORM Timber Fund III LLC (Fund III), and ORM Timber Fund IV LLC. (Fund IV)
(Collectively, the “Funds”)
In the Mergers, we became manager of three private equity timber funds, Fund II, Fund III, and Fund IV, and
obtained ownership interests in the Funds of 20%, 5%, and 15%, respectively. We determined, based upon an
analysis under the variable interest entity guidance, that we have the power to direct the activities that most
significantly impact the Funds’ economic success. Therefore, we are considered the primary beneficiary and are
required under ASC 810 — Consolidation to consolidate the Funds. For further information on the Funds, see Note
6 — Noncontrolling Interests.
The assets, liabilities and equity of the Funds as of December 31, 2020, were as follows:
Timber Funds
Assets:
Cash and cash equivalents
Accounts receivable
Prepaid expenses
Other current assets
Total current assets
Timber and timberlands, net of depletion and amortization
Total assets
Liabilities and Equity:
Accounts payable
Intercompany payable (a)
Accrued taxes
Accrued interest
Deferred revenue
Other current liabilities
Total current liabilities
Long-term debt, net of deferred financing costs
Funds’ equity
Total liabilities and equity
2020
$4,053
3,620
132
41
7,846
410,884
$418,730
$939
1,319
314
513
323
732
4,140
60,179
354,411
$418,730
(a)
Includes management fees and other expenses payable to the Operating Partnership. These amounts are eliminated in the Consolidated
Balance Sheets.
136
RAYONIER INC. AND SUBSIDIARIES
RAYONIER, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollar amounts in thousands unless otherwise stated)
Ferncliff Investors
We also acquired in the Mergers an ownership interest in a real estate joint venture entity. We determined,
based upon an analysis under the variable interest entity guidance, that we have the power to direct the activities
that most significantly impact the joint venture investment’s economic success. Therefore, we are considered the
primary beneficiary and are required under ASC 810 — Consolidation to consolidate Ferncliff Investors. For further
information on Ferncliff Investors, see Note 6 — Noncontrolling Interests.
The assets, liabilities and equity of Ferncliff Investors as of December 31, 2020, were as follows:
Ferncliff Investors
Assets:
Cash and cash equivalents
Intercompany receivable
Total current assets
Investment in real estate joint venture entity
Advances to real estate joint venture entity
Total assets
Liabilities and equity:
Other accrued and deferred liabilities
Total current liabilities
Ferncliff Investors’ equity
Total liabilities and equity
28.
RELATED PARTY
2020
$4,503
111
4,614
2,112
1,000
$7,726
$3,447
3,447
4,279
$7,726
In January 2020, we entered into an agreement to sell developed lots to Mattamy Jacksonville LLC, a wholly
owned subsidiary of Mattamy Homes, for an aggregate base purchase price of $4.45 million (subject to multiple
takedowns over a 2 year period), plus additional consideration as to each lot to the extent the ultimate sales price of
each finished home exceeds agreed price thresholds (the “Mattamy Contract”). The Mattamy contract also includes
marketing fee revenue based on 1.25% of the sales price of each finished home.
In September 2020, Keith Bass, a member of our Board of Directors, was named the Chief Executive Officer of
Mattamy Homes US. Following this development, the Mattamy Contract and the ongoing obligations therein, were
reviewed by the Nominating and Corporate Governance Committee in accordance with established policies and
procedures regarding the authorization and approval of transactions with related parties.
The following table demonstrates the impact, gross of tax, of our related party transactions on the Consolidated
Statements of Income and Comprehensive Income for the three years ended December 31:
Related Party Transaction
Location on Statement of Income and
Comprehensive Income
Mattamy Contract
Sales
2020
2019
2018
$1,354
—
—
137
Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
Rayonier Inc.
DISCLOSURE CONTROLS AND PROCEDURES
Rayonier management is responsible for establishing and maintaining adequate disclosure controls and
procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by
the Company in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and
(2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial
Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance
that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems
determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-K, our management, including the Chief Executive Officer and Chief Financial Officer,
concluded the design and operation of the disclosure controls and procedures were effective as of December 31,
2020.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2020, based upon the evaluation required by paragraph (d) of Rule 13a-15,
there were no changes in our internal control over financial reporting that would materially affect or are reasonably
likely to materially affect our internal control over financial reporting.
Rayonier, L.P.
DISCLOSURE CONTROLS AND PROCEDURES
The Operating Partnership is responsible for establishing and maintaining adequate disclosure controls and
procedures. Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934 (the “Exchange Act”)) are designed with the objective of ensuring that information required to be disclosed by
Rayonier, L.P. in reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is (1) recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and
(2) accumulated and communicated to our management, including Rayonier’s Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no control evaluation can provide absolute assurance
that all control exceptions and instances of fraud have been prevented or detected on a timely basis. Even systems
determined to be effective can provide only reasonable assurance that their objectives are achieved.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this
Annual Report on Form 10-K, our management, including Rayonier’s Chief Executive Officer and Chief Financial
Officer, concluded the design and operation of the disclosure controls and procedures were effective as of
December 31, 2020.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
In the year ended December 31, 2020, based upon the evaluation required by paragraph (d) of Rule 13a-15,
there were no changes in our internal control over financial reporting that would materially affect or are reasonably
likely to materially affect our internal control over financial reporting.
Item 9B. OTHER INFORMATION
Not applicable.
138
PART III
Certain information required by Part III is incorporated by reference from the Company’s Definitive Proxy
Statement to be filed with the SEC in connection with the solicitation of proxies for the Company’s 2021 Annual
Meeting of Shareholders (the “Proxy Statement”). We will make the Proxy Statement available on our website at
www.rayonier.com as soon as it is filed with the SEC.
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
A list of our executive officers and their biographical information are found in Item 1 in this Annual Report on
Form 10-K. Additional information required by this Item with respect to directors and other governance matters is
incorporated herein by reference from the sections and subsections entitled “Proposal No. 1 - Election of Directors,”
“Corporate Governance,” “Named Executive Officers” and “Report of the Audit Committee” in the Proxy Statement.
Our Standard of Ethics and Code of Corporate Conduct, which is applicable to our principal executive, financial
and accounting officers, is available on our website, www.rayonier.com. Any amendments to or waivers of the
Standard of Ethics and Code of Corporate Conduct will also be disclosed on our website.
Item 11.
EXECUTIVE COMPENSATION
The information called for by Item 11 is incorporated herein by reference from the section and subsections
entitled “Compensation Discussion and Analysis,” “Summary Compensation Table,” “CEO Pay Ratio,” “Grants of
Plan-Based Awards,” “Outstanding Equity Awards at Fiscal Year-End,” “Option Exercises and Stock Vested,”
“Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Payments Upon Termination or Change in
Control,” “Director Compensation,” “Compensation Committee Interlocks and Insider Participation; Processes and
Procedures” and “Report of the Compensation and Management Development Committee” in the Proxy Statement.
Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information called for by Item 12 is incorporated herein by reference from the section and subsections
entitled “Ownership of and Trading in our Shares,” “Share Ownership of Certain Beneficial Owners,” “Share
Ownership of Directors and Executive Officers” and “Equity Compensation Plan Information” in the Proxy
Statement.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by Item 13 is incorporated herein by reference from the section and subsections
entitled “Proposal No. 1 - Election of Directors,” “Director Independence” and “Related Person Transactions” in the
Proxy Statement.
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by Item 14 is incorporated herein by reference from the subsection entitled
“Information Regarding Independent Registered Public Accounting Firm” in the Proxy Statement.
139
Item 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)
Documents filed as a part of this report:
PART IV
(i)
See Index to Financial Statements on page 60 for a list of the financial statements filed as part of this
report.
(ii)
Financial Statement Schedules:
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 31, 2020, 2019, and 2018
(In Thousands)
Description
Allowance for doubtful accounts:
Balance
at
Beginning
of Year
Additions
Charged
to Cost
and
Expenses
Deductions
Balance
at End
of Year
Year ended December 31, 2020................................
Year ended December 31, 2019................................
Year ended December 31, 2018................................
$24
8
23
$1
16
—
Deferred tax asset valuation allowance:
Year ended December 31, 2020................................
Year ended December 31, 2019................................
Year ended December 31, 2018................................
$39,320
38,839
34,889
$6,695 (a)
481 (a)
3,950 (a)
—
—
(15)
—
—
—
$25
24
8
$46,015
39,320
38,839
(a) The 2020, 2019 and 2018 increase is comprised of valuation allowance against the TRS deferred tax assets.
All other financial statement schedules have been omitted because they are not applicable, the required
matter is not present or the required information has otherwise been supplied in the financial statements
or the notes thereto.
(i)
See Exhibit Index for a list of the exhibits filed or incorporated herein as part of this report. Exhibits
that are incorporated by reference to documents filed previously by the Company under the Securities
Exchange Act of 1934, as amended, are filed with the SEC under File No. 1-6780.
Item 16.
FORM 10-K SUMMARY
None.
140
EXHIBIT INDEX
The following is a list of exhibits filed as part of the Form 10-K. As permitted by the rules of the SEC, the Company has
not filed certain instruments defining the rights of holders of long-term debt of the Company or its consolidated
subsidiaries under which the total amount of securities authorized does not exceed 10 percent of the total assets of the
Company and its consolidated subsidiaries. The Company agrees to furnish to the SEC, upon request, a copy of any
omitted instrument.
Exhibit No.
Description
Location
1.1 Distribution Agreement, dated September 10, 2020, by and
among Rayonier Inc., Rayonier, L.P., Citigroup Global
Markets Inc., Credit Suisse Securities (USA), LLC, Goldman
Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan
Stanley & Co. LLC and Raymond James & Associates, Inc.
2.1 Contribution, Conveyance and Assumption Agreement dated
December 18, 2003 by and among Rayonier Inc., Rayonier
Timberlands Operating Company, L.P., Rayonier Timberlands,
L.P., Rayonier Timberlands Management, LLC, Rayonier
Forest Resources, LLC, Rayland, LLC, Rayonier TRS
Holdings Inc., Rayonier Minerals, LLC, Rayonier Forest
Properties, LLC, Rayonier Wood Products, LLC, Rayonier
Wood Procurement, LLC, Rayonier International Wood
Products, LLC, Rayonier Forest Operations, LLC, Rayonier
Properties, LLC and Rayonier Performance Fibers, LLC
Incorporated by reference to Exhibit 1.1
to the Registrant’s September 10, 2020
Form 8-K
Incorporated by reference to Exhibit
10.1 to the Registrant’s January 15,
2004 Form 8-K
2.2 Contribution, Conveyance and Assumption Agreement, dated
July 29, 2010, between Rayonier Inc. and Rayonier Operating
Company LLC
Incorporated by reference to Exhibit
10.7 to the Registrant’s June 30, 2010
Form 10-Q
2.3 Separation and Distribution Agreement, dated May 28, 2014,
by and between Rayonier Inc. and Rayonier Advanced
Materials Inc.**
Incorporated by reference to Exhibit 2.1
to the Registrant’s May 30, 2014 Form
8-K
2.4 Agreement and Plan of Merger, dated as of January 14, 2020,
by and among Rayonier Inc., Rayonier Operating Company
LLC, Pacific GP Merger Sub I, LLC, Pacific GP Merger Sub II,
LLC, Pacific LP Merger Sub III, LLC, Pope Resources, a
Delaware limited partnership, Pope MGP, Inc. and Pope EGP,
Inc.
2.5 Amendment No. 1, dated as of April 1, 2020, to the
Agreement and Plan of Merger, by and among Rayonier Inc.,
Rayonier, L.P., Rayonier Operating Company LLC, Rayonier
Operating Holdings, LLC, Pacific GP Merger Sub I, LLC,
Pacific GP Merger Sub II, LLC, Pacific LP Merger Sub III,
LLC, Pope Resources, a Delaware limited partnership, Pope
MGP, Inc. and Pope EGP, Inc.
3.1 Amended and Restated Articles of Incorporation
3.2 By-Laws
3.3 Limited Liability Company Agreement of Rayonier Operating
Company LLC
3.4 Amended and Restated Agreement of Limited Partnership of
Rayonier, L.P., dated as of May 8, 2020
Incorporated by reference to Exhibit 2.1
to the Registrant’s January 15, 2020
Form 8-K
Incorporated by reference to Exhibit 2.1
to the Registrant’s April 1, 2020 Form 8-
K
Incorporated by reference to Exhibit 3.1
to the Registrant’s May 23, 2012 Form
8-K
Incorporated by reference to Exhibit 3.2
to the Registrant’s October 21, 2009
Form 8-K
Incorporated by reference to Exhibit 3.3
to the Registrant’s June 30, 2010 Form
10-Q
Incorporated by reference to Exhibit 3.1
to the Registrant’s May 13, 2020 Form
8-K
4.1 Indenture relating to the 3.75% Senior Notes due 2022, dated
March 5, 2012, between Rayonier Inc., as issuer, and The
Bank of New York Mellon Trust Company, N.A., as trustee
Incorporated by reference to Exhibit 4.1
to the Registrant’s March 5, 2012 Form
8-K
Exhibit No.
Description
4.2 First Supplemental Indenture relating to the 3.75% Senior
Notes due 2022, dated March 5, 2012, among Rayonier Inc.,
as issuer, the subsidiary guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., as trustee
Location
Incorporated by reference to Exhibit 4.2
to the Registrant’s March 5, 2012 Form
8-K
4.3 Second Supplemental Indenture relating to the 3.75% Senior
Notes due 2022, dated March 5, 2012, among Rayonier Inc.,
as issuer, the subsidiary guarantors named therein and The
Bank of New York Mellon Trust Company, N.A., as trustee
Incorporated by reference to Exhibit 4.1
to the Registrant’s October 17, 2012
Form 8-K
4.4 Third Supplemental Indenture relating to the 3.750% Senior
Notes due 2022, dated as of May 7, 2020, by and among
Rayonier Inc., the subsidiary guarantors party thereto,
Rayonier, L.P. and The Bank of New York Mellon Trust
Company, N.A., as trustee
4.5 Form of Note for 3.75% Senior Notes due 2022 (contained in
Exhibit A to Exhibit 4.5)
4.6 Indenture among Rayonier, L.P., Rayonier Inc., the guarantors
party thereto from time to time and Wells Fargo Bank,
National Association, as Trustee, dated as of September 9,
2020
Incorporated by reference to Exhibit 4.1
to the Registrant’s May 13, 2020 Form
8-K
Incorporated by reference to Exhibit 4.2
to the Registrant’s March 5, 2012 Form
8-K
Incorporated by reference to Exhibit 4.8
to the Registrant’s September 10, 2020
Registration Statement on Form S-3
4.7 Description of Registrant’s Securities Registered Pursuant to
Section 12 of the Securities Exchange Act of 1934
Filed herewith
10.1 Rayonier Investment and Savings Plan for Salaried
Employees effective March 1, 1994, amended and restated
effective April 1, 2015 and further amended effective
September 8, 2015*
Incorporated by reference to Exhibit
10.2 to the Registrant’s December 31,
2015 Form 10-K
10.2 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of June 1, 2016, executed
February 25, 2016*
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2016
Form 10-Q
10.3 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of June 1, 2016, executed
June 13, 2016*
Incorporated by reference to Exhibit
10.3 to the Registrant’s December 31,
2019 Form 10-K
10.4 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of January 1, 2017, executed
January 17, 2017*
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2017
Form 10-Q
10.5 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of January 1, 2017, executed
July 20, 2017*
Incorporate by reference to Exhibit 10.1
to the Registrant’s June 30, 2017 Form
10-Q
10.6 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of April 1, 2017, executed
December 7, 2016*
Incorporated by reference to Exhibit
10.6 to the Registrant’s December 31,
2019 Form 10-K
10.7 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of October 1 2017, executed
November 9, 2017*
Incorporated by reference to Exhibit
10.6 to the Registrant’s December 31,
2017 Form 10-K
10.8 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of November 1, 2018,
executed December 21, 2018
Incorporated by reference to Exhibit
10.7 to the Registrant’s December 31,
2018 Form 10-K
10.9 Amended and Restated Retirement Plan for Salaried
Employees of Rayonier Inc. effective January 1, 2014*
Incorporated by reference to Exhibit
10.9 to the Registrant’s December 31,
2015 Form 10-K
10.10 First Amendment to the Retirement Plan for Salaried
Employees of Rayonier Inc. effective as of December 31,
2016*
Incorporated by reference to Exhibit
10.2 to the Registrant’s September 30,
2016 Form 10-Q
Exhibit No.
Description
Location
10.11 Rayonier Inc. Excess Benefit Plan, as amended*
10.12 Form of Rayonier Outside Directors Compensation Program/
Cash Deferral Option Agreement*
Incorporated by reference to Exhibit
10.2 to the Registrant’s June 30, 2010
Form 10-Q
Incorporated by reference to Exhibit
10.24 to the Registrant’s December 31,
2006 Form 10-K
10.13 Trust Agreement for the Rayonier Inc. Legal Resources Trust* Incorporated by reference to Exhibit
10.14 Amended and Restated Master Shareholder Agreement in
Relation to Matariki Forests Australia PTY Limited, Matariki
Forestry Group and Matariki Forests, dated February, 2010,
by and among SAS Trustee Corporation, Deutche Asset
Management (Australia) Limited, Rayonier Canterbury LLC,
Rayonier New Zealand Limited, Cameron and Company
Limited, Matariki Forests Australia Pty Limited, Matariki
Forestry Group and Matariki Forests
10.15 Deed of Amendment and Restatement of Shareholder
Agreement, dated March 31, 2016, by and among Rayonier
Canterbury LLC, Waimarie Forests Pty Limited, Matariki
Forestry Group, Matariki Forests and Phaunos Timber Fund
Limited
10.16 Intellectual Property Agreement, dated June 27, 2014, by and
between Rayonier Inc. and Rayonier Advanced Materials Inc.
10.17 Form of Indemnification Agreement between Rayonier Inc.
and its Officers and Directors*
10.18 Form of Indemnification Agreement between Rayonier Inc.
and its Officers
10.19 Rayonier Incentive Stock Plan, as amended*
10.20 Form of Rayonier Incentive Stock Plan Non-Qualified Stock
Option Award Agreement*
10.21 Form of Rayonier Incentive Stock Plan Restricted Stock
Award Agreement*
10.22 2018 Performance Share Award Program*
10.23 2019 Performance Share Award Program*
10.24 2020 Performance Share Award Program*
10.25 Rayonier Inc. Supplemental Savings Plan effective March 1,
2016*
10.1 to the Registrant’s September 30,
2014 Form 10-Q
Incorporated by reference to Exhibit
10.14 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.15 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.4 to the Registrant’s June 30, 2014
Form 8-K
Incorporated by reference to Exhibit
10.8 to the Registrant’s June 30, 2014
Form 10-Q
Incorporated by reference to Exhibit
10.18 to the Registrant’s December 31,
2019 Form 10-K
Incorporate by reference to Exhibit 10.1
to the Registrant’s September 30, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.19 to the Registrant’s December 31,
2008 Form 10-K
Incorporated by reference to Exhibit
10.5 to the Registrant’s March 31, 2015
Form 10-Q
Incorporated by reference to Exhibit
10.1 to the Registrant’s March 31, 2018
Form 10-Q
Incorporated by reference to Exhibit
10.18 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.3 to the Registrant’s March 31, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.2 to the Registrant’s March 31, 2016
Form 10-Q
Exhibit No.
Description
Location
10.26 Credit Agreement dated as of August 5, 2015 among
Rayonier Inc., Rayonier TRS Holdings Inc. and Rayonier
Operating Company LLC, as Borrowers, CoBank, ACB as
Administrative Agent, Swing Line Lender and Issuing Bank,
JPMorgan Chase Bank, N.A. and Farm Credit of Florida, ACA
as Co-Syndication Agents, Credit Suisse AG and SunTrust
Bank as Co-Documentation Agents and CoBank, ACB as
Sole Lead Arranger and Sole Bookrunner
10.27 First Amendment and Incremental Term Loan Agreement
dated as of April 28, 2016, by and among Rayonier Inc.,
Rayonier TRS Holdings Inc., Rayonier Operating Company
LLC, as Borrowers, CoBank, ACB, as Administrative Agent
and the several banks, financial institutions and other
institutional lenders party thereto
Incorporated by reference to Exhibit
10.3 to the Registrant’s March 31, 2016
Form 10-Q
Incorporated by reference to Exhibit
10.1 to the Registrant’s May 2, 2016
Form 8-K
10.28 2016 Guarantee Agreement dated as of April 28, 2016 among
Rayonier Inc., Rayonier TRS Holdings Inc. and COBANK,
ACB, as Administrative Agent
Incorporated by reference to Exhibit
10.2 to the Registrant’s May 2, 2016
Form 8-K
10.29 Amended and Restated Executive Severance Pay Plan
effective as of October 2020*
10.30 LTI Supplemental Terms Vesting in Event of Retirement
10.31 Rayonier Incentive Stock Plan Restricted Stock Unit Award
Agreement, dated 2019*
10.32 Rayonier Non-Equity Incentive Plan, as amended, Effective
as of January 1, 2020*
Incorporated by reference to Exhibit
10.2 to the Registrant’s September 30,
2020 Form 10-Q
Incorporated by reference to Exhibit
10.30 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.31 to the Registrant’s December 31,
2019 Form 10-K
Incorporated by reference to Exhibit
10.32 to the Registrant’s December 31,
2019 Form 10-K
10.33 Voting and Support Agreement, dated as of January 14, 2020
by and among Rayonier Inc, PT Pope Properties LLC, PMG
Family Limited Partnership and Maria M. Pope.
Incorporated by reference to Exhibit
10.1 to the Registrant’s January 15,
2020 Form 8-K
10.34 Voting and Support Agreement, dated as of January 14, 2020
by and among Rayonier Inc, Emily T. Andrews 1987
Revocable Trust, Gordon Andrews and Gordon Pope
Andrews Separate Property Revocable Trust U/T/D 5/9/2013.
Incorporated by reference to Exhibit
10.2 to the Registrant’s January 15,
2020 Form 8-K
10.35 Rayonier Incentive Stock Plan Performance Share Award
Filed herewith
Agreement
10.36 Second Amendment to Credit Agreement, dated as of April 1,
2020, by and among Rayonier Inc., Rayonier TRS Holdings
Inc. and Rayonier Operating Company LLC, as borrowers, the
several banks, financial institutions and other institutional
lenders party thereto and CoBank, ACB as administrative
agent, swing line lender and issuing bank
10.37 Annex A to Second Amendment to Credit Agreement
10.38 Accordion Increase Agreement, dated as of April 13, 2020, by
and among Rayonier Inc., Rayonier TRS Holdings Inc., and
Rayonier Operating Company LLC, as borrowers, the several
banks, financial institutions and other institutional lenders
party thereto and CoBank, ACB as administrative agent,
swing line lender and issuing bank
Incorporated by reference to Exhibit
10.4 to the Registrant’s March 31, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.5 to the Registrant’s March 31, 2020
Form 10-Q
Incorporated by reference to Exhibit
10.6 to the Registrant’s March 31, 2020
Form 10-Q
Exhibit No.
Description
Location
10.39 Third Amendment and Incremental Term Loan Agreement,
dated as of April 16, 2020, by and among Rayonier Inc.,
Rayonier TRS Holdings Inc., and Rayonier Operating
Company LLC, as borrowers, the several banks, financial
institutions and other institutional lenders party thereto and
CoBank, ACB as administrative agent
Incorporated by reference to Exhibit
10.7 to the Registrant’s March 31, 2020
Form 10-Q
10.40 Tax Protection Agreement, dated as of May 8, 2020, by and
among Rayonier Inc., Rayonier, L.P. and Pope Resources, A
Delaware Limited Partnership
Incorporated by reference to Exhibit
10.1 to the Registrant’s May 13, 2020
Form 8-K
10.41 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of April 1, 2020, executed
March 23, 2020*
Incorporated by reference to Exhibit
10.7 to the Registrant’s June 30, 2020
10-Q
10.42 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of May 8, 2020, executed
May 4, 2020*
Incorporated by reference to Exhibit
10.8 to the Registrant’s June 30, 2020
10-Q
10.43 Amendment to Rayonier Investment and Savings Plan for
Salaried Employees effective as of May 8, 2020, executed
May 8, 2020*
Incorporated by reference to Exhibit
10.9 to the Registrant’s June 30, 2020
10-Q
10.44 Pope Resources 2005 Unit Incentive Plan*
21.1 List of subsidiaries of Rayonier Inc
21.2 List of subsidiaries of Rayonier, L.P.
22.1 List of Guarantor Subsidiaries
Incorporated by reference to Exhibit 4.3
to the Registrant’s May 8, 2020
Registration Statement on Form S-8
Filed herewith
Filed herewith
Incorporated by reference to Exhibit
22.1 to the Registrant’s June 30, 2020
10-Q
23.1 Rayonier Inc. - Consent of Ernst & Young LLP
23.2 Rayonier, L.P. - Consent of Ernst & Young LLP
24 Powers of attorney
31.1 Rayonier Inc. - Chief Executive Officer’s Certification
Pursuant to Rule 13a-14(a)/15d-14(a) and pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
Filed herewith
Filed herewith
Filed herewith
Filed herewith
31.2 Rayonier Inc. - Chief Financial Officer’s Certification Pursuant
Filed herewith
to Rule 13a-14(a)/15d-14-(a) and pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.3 Rayonier, L.P. - Chief Executive Officer’s Pursuant to Rule
Filed herewith
13a-14(a)/15d-14(a) and pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.4 Rayonier, L.P - Chief Financial Officer’s Certification Pursuant
Filed herewith
to Rule 13a-14(a)/15d-14(a) and pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32.1 Rayonier Inc. - Certification of Periodic Financial Reports
Furnished herewith
Under Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Rayonier, L.P. - Certification of Periodic Financial Reports
Under Section 906 of the Sarbanes-Oxley Act of 2002
Furnished herewith
Exhibit No.
Description
Location
Filed herewith
101 The following financial information from our Annual Report on
Form 10-K for the fiscal year ended December 31, 2020,
formatted in Inline Extensible Business Reporting Language
(“iXBRL”), includes: (i) the Consolidated Statements of
Income and Comprehensive Income for the Years Ended
December 31, 2020, 2019 and 2018; (ii) the Consolidated
Balance Sheets as of December 31, 2020 and 2019; (iii) the
Consolidated Statements of Shareholders’ Equity/Statement
of Capital for the Years Ended December 31, 2020, 2019 and
2018; (iv) the Consolidated Statements of Cash Flows for the
Years Ended December 31, 2020, 2019 and 2018; and (v) the
Notes to the Consolidated Financial Statements.
104 The cover page from the Company’s Annual Report on Form
10-K from the fiscal year ended December 31, 2020,
formatted in Inline XBRL (included as Exhibit 101)
Filed herewith
* Management contract or compensatory plan.
** Certain schedules and similar attachments have been omitted from this filing pursuant to Item 601(b)(2) of
Regulation S-K. Rayonier will furnish supplemental copies of any such schedules or attachments to the U.S.
Securities and Exchange Commission upon request.
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
RAYONIER INC.
By:
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
RAYONIER, L.P.
By:
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and Chief Financial Officer
(Duly Authorized Officer, Principal Financial Officer)
February 22, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of Rayonier Inc., for itself and in its capacity as General Partner of Rayonier, L.P. and in the
capacities and on the dates indicated.
Signature
Title
Date
/s/ DAVID L. NUNES
President and Chief Executive Officer
February 22, 2021
David L. Nunes
(Principal Executive Officer)
/s/ MARK MCHUGH
Senior Vice President and Chief Financial Officer
February 22, 2021
Mark McHugh
(Principal Financial Officer)
/s/ APRIL TICE
April Tice
(Principal Accounting Officer)
*
Dod A. Fraser
*
Keith E. Bass
*
Ann Nelson
*
Scott R. Jones
*
V. Larkin Martin
*
Meridee A. Moore
*
Matthew J. Rivers
*
Andrew G. Wiltshire
*By:
/s/ MARK R. BRIDWELL
Mark R. Bridwell
Attorney-In-Fact
Vice President, Financial Services and Corporate
Controller
February 22, 2021
Chairman of the Board
Director
Director
Director
Director
Director
Director
Director
147
February 22, 2021
SUBSIDIARIES OF RAYONIER INC.
As of December 31, 2020
Name of Subsidiary
Matariki Forests
Matariki Forestry Group
Pope Resources, L.P.
Rayonier Forest Resources, L.P.
Rayonier, L.P.
Rayonier Operating Company Holding LLC
Rayonier Operating Company, LLC
Rayonier TRS Forest Operations, LLC
Rayonier TRS Holdings Inc.
Raydient LLC
EXHIBIT 21.1
State/Country of
Incorporation/
Organization
New Zealand
New Zealand
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
In accordance with Item 601(b)(21) of Regulation S–K, we have omitted some subsidiaries that, if considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2020 under Rule 1–02(w) of Regulation
S–X.
SUBSIDIARIES OF RAYONIER, L.P.
As of December 31, 2020
Name of Subsidiary
Matariki Forests
Matariki Forestry Group
Pope Resources, L.P.
Rayonier Forest Resources, L.P.
Rayonier Operating Company, LLC
Rayonier TRS Forest Operations, LLC
Rayonier TRS Holdings Inc.
Raydient LLC
EXHIBIT 21.2
State/Country of
Incorporation/
Organization
New Zealand
New Zealand
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
In accordance with Item 601(b)(21) of Regulation S–K, we have omitted some subsidiaries that, if considered in the aggregate
as a single subsidiary, would not constitute a significant subsidiary as of December 31, 2020 under Rule 1–02(w) of Regulation
S–X.
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
1) Registration Statement (Form S-3 No. 333–248702) of Rayonier, Inc.,
2) Registration Statement (Form S-4 No. 333–114858) of Rayonier Inc.,
3) Registration Statement (Form S-8 No. 333–129175) pertaining to the Rayonier 1994 Incentive Stock
Plan,
4) Registration Statement (Form S-8 No. 333–129176) pertaining to the 2004 Rayonier Incentive Stock and
Management Bonus Plan,
5) Registration Statement (Form S-8 No. 333–152505) pertaining to the Rayonier Investment and Savings
Plan for Salaried Employees,
6) Registration Statement (Form S-4 No. 333–237246) pertaining to the registration of Rayonier shares and
Rayonier L.P. units issued to Pope unitholders, and
7) Registration Statement (Form S-8 No. 333–238097) pertaining to the Pope Resources 2005 Unit
Incentive Plan;
of our reports dated February 22, 2021, with respect to the consolidated financial statements and schedule of
Rayonier Inc. and the effectiveness of internal control over financial reporting of Rayonier Inc. included in this
Annual Report (Form 10-K) of Rayonier Inc. for the year ended December 31, 2020.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 22, 2021
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
1) Registration Statement (Form S-3 No. 333–248702) of Rayonier, Inc.,
2) Registration Statement (Form S-4 No. 333–114858) of Rayonier Inc.,
3) Registration Statement (Form S-8 No. 333–129175) pertaining to the Rayonier 1994 Incentive Stock
Plan,
4) Registration Statement (Form S-8 No. 333–129176) pertaining to the 2004 Rayonier Incentive Stock and
Management Bonus Plan,
5) Registration Statement (Form S-8 No. 333–152505) pertaining to the Rayonier Investment and Savings
Plan for Salaried Employees,
6) Registration Statement (Form S-4 No. 333–237246) pertaining to the registration of Rayonier shares and
Rayonier L.P. units issued to Pope unitholders, and
7) Registration Statement (Form S-8 No. 333–238097) pertaining to the Pope Resources 2005 Unit
Incentive Plan;
of our report dated February 22, 2021, with respect to the consolidated financial statements and schedule of
Rayonier, L.P. included in this Annual Report (Form 10-K) of Rayonier, L.P. for the year ended December 31, 2020.
/s/ Ernst & Young LLP
Jacksonville, Florida
February 22, 2021
EXHIBIT 31.1
I, David L. Nunes, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 22, 2021
/S/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer, Rayonier Inc.
EXHIBIT 31.2
I, Mark McHugh, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 22, 2021
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
EXHIBIT 31.3
I, David L. Nunes, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier L.P.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 22, 2021
/S/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer, Rayonier Inc.
EXHIBIT 31.4
I, Mark McHugh, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this annual report on Form 10-K of Rayonier L.P.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the
periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period
in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with
generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred
during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control
over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or
persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role
in the registrant's internal control over financial reporting.
Date: February 22, 2021
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
EXHIBIT 32.1
CERTIFICATION
The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that
to our knowledge:
1.
2.
The Annual Report on Form 10-K of Rayonier Inc. (the “Company”) for the period ended December 31, 2020
(the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934; and
The information in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 22, 2021
/s/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer,
Rayonier Inc.
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
A signed original of this written statement required by Section 906 has been provided to Rayonier and will be retained by
Rayonier and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION
The undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that
to our knowledge:
1.
2.
The Annual Report on Form 10-K of Rayonier, L.P. (the “Rayonier Operating Partnership”) for the period
ended December 31, 2020 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
The information in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
February 22, 2021
/s/ DAVID L. NUNES
David L. Nunes
President and Chief Executive Officer,
Rayonier Inc.
/s/ MARK MCHUGH
Mark McHugh
Senior Vice President and
Chief Financial Officer, Rayonier Inc.
A signed original of this written statement required by Section 906 has been provided to Rayonier and will be retained by
Rayonier and furnished to the Securities and Exchange Commission or its staff upon request.
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Rayonier Inc. 2020
Board of Directors
Dod A. Fraser [A, N]
Chairman of the Board
President,
Sackett Partners
David L. Nunes
President and
Chief Executive Officer,
Rayonier Inc.
Keith E. Bass [A, C]
CEO, Mattamy Homes US;
Managing Partner,
Mill Creek Capital LLC
Scott R. Jones [C]
Retired, President,
Forest Capital Partners
V. Larkin Martin [C, N]
Managing Partner,
Martin Farm;
Vice President,
The Albemarle Corporation
Meridee A. Moore [C, N]
Senior Managing
Member and Chief
Investment Officer,
Watershed Asset
Management, LLC
Ann C. Nelson [A, N]
Retired, Lead Audit
Partner, KPMG LLP
Matthew J. Rivers [A, N]
Part-time Director
Alternative Fuel
Origination, Drax Group
Andrew G. Wiltshire [A, N]
Founding Partner,
Folium Capital LLC;
Management and
Governance of private
orchard and farming companies
BOARD COMMITTEES: [A] Audit [C] Compensation and Management Development [N] Nominating and Corporate Governance
Executive Officers
David L. Nunes
President and
Chief Executive Officer
Mark D. McHugh
Senior Vice President and
Chief Financial Officer
Douglas M. Long
Senior Vice President,
Forest Resources
Christopher T. Corr
Senior Vice President,
Real Estate Development
Mark R. Bridwell
Vice President,
General Counsel and
Corporate Secretary
Shelby L. Pyatt
Vice President,
Human Resources and
Information Technology
W. Rhett Rogers
Vice President,
Portfolio Management
April J. Tice
Vice President,
Financial Services and
Corporate Controller
Corporate Information
Corporate Headquarters
Rayonier Inc.
1 Rayonier Way
Wildlight, FL 32097
904.357.9100
www.rayonier.com
Investor and Media Relations
Collin P. Mings
Vice President, Capital
Markets & Strategic Planning
Form 10-K
Additional copies of this report and Rayonier’s
report on Form 10-K are available without
charge upon written request to:
Rayonier Inc.
Investor Relations
1 Rayonier Way
Wildlight, FL 32097
Independent Registered
Public Accounting Firm
Ernst & Young, LLP
12926 Gran Bay Parkway West
Suite 500
Jacksonville, FL 32258
Stock Information
Listed: New York Stock Exchange
Symbol: RYN
CUSIP: 754 907 103
Transfer Agent
and Registrar
Rayonier Inc.
c/o Computershare
P.O. Box 505000
Louisville, KY 40233-5000
800.659.0158 (U.S.)
201.680.6578 (International)
www.computershare.com/investor
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Rayonier Inc.
1 Rayonier Way
Wildlight, Florida 32097