1 unchanged sentence
INDEX TO FINANCIAL STATEMENTS
−Removed: Management’s Reports on Internal Control over Financial Reporting
−Removed: Reports of Independent Registered Public Accounting Firm (PCAOB ID:
+Added: Management’s Report on Internal Control over Financial Reporting
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID:
Rayonier Inc.:
−Removed: Consolidated Statements of Income and Comprehensive Income for the Three Years Ended December 31, 2022
+Added: Consolidated Statements of Income and Comprehensive Income f or the Three Years Ended December 31, 2023
Consolidated Balance Sheets as of December 31, 2023 and 2022
23 unchanged sentences
Note 16 - Leases
−Removed: Note 17 - Other Operating Income (Expense), Net
+Added: Note 17 - Other Operating (Expense) Income, Net
Note 18 - Employee Benefit Plans
4 unchanged sentences
Note 23 - Other Assets
−Removed: Note 24 - Accumulated Other Comprehensive Loss
+Added: Note 24 - Accumulated Other Comprehensive Income
Note 25 - Related Party
56 unchanged sentences
and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
−Removed: 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, 2022 and 2021, 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, 2022, and the related notes and schedule and our report dated February 24, 2023 expressed an unqualified opinion thereon.
+Added: 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, 2023 and 2022, 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, 2023, and the related notes and the financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”) and our report dated February 23, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
38 unchanged sentences
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Depletion of Timber
11 unchanged sentences
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.
−Removed: 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.
+Added: 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 and compared actual volume harvested to the volume estimated by the Company.
/ s / Ernst & Young LLP
25 unchanged sentences
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:
−Removed: (1) related to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
−Removed: 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.
+Added: The communication of the critical audit matter 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Depletion of Timber
11 unchanged sentences
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.
−Removed: 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.
+Added: 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 and compared actual volume harvested to the volume estimated by the Operating Partnership.
/ s / Ernst & Young LLP
13 unchanged sentences
Selling and general expenses ( 74,773 ) ( 64,670 ) ( 57,791 )
−Removed: Other operating income (expense), net (Note 17)
+Added: Other operating (expense) income, net (Note 17)
( 8,306 ) 9,704 14,084
9 unchanged sentences
Net income attributable to noncontrolling interests in the operating partnership ( 2,905 ) ( 2,393 ) ( 4,516 )
−Removed: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828
+Added: Net income attributable to noncontrolling interests in consolidated affiliates ( 2,097 ) ( 13,321 ) ( 53,421 )
NET INCOME ATTRIBUTABLE TO RAYONIER INC.
173,493 107,077 152,550
−Removed: OTHER COMPREHENSIVE INCOME (LOSS)
+Added: OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0
2 unchanged sentences
( 9,957 ) 76,039 60,315
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $ 0 , $ 0 and $ 0
+Added: Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 0 and $ 0
593 1,627 12,476
−Removed: Total other comprehensive income (loss) 54,573 50,695 ( 33,708 )
−Removed: COMPREHENSIVE INCOME (LOSS) 177,364 261,182 ( 3,924 )
+Added: Total other comprehensive (loss) income ( 10,880 ) 54,573 50,695
+Added: COMPREHENSIVE INCOME 167,615 177,364 261,182
Comprehensive income attributable to noncontrolling interests in the operating partnership ( 2,639 ) ( 3,692 ) ( 6,116 )
−Removed: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 12,182 ) ( 48,234 ) 1,393
−Removed: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER INC.
+Added: Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 3,449 ) ( 12,182 ) ( 48,234 )
+Added: COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER INC.
$ 161,527 $ 161,490 $ 206,832
11 unchanged sentences
CURRENT ASSETS
−Removed: Cash and cash equivalents, excluding Timber Funds $ 114,255 $ 358,680
−Removed: Cash and cash equivalents, Timber Funds — 3,493
−Removed: Total cash and cash equivalents 114,255 362,173
−Removed: Restricted cash, Timber Funds ( Note 21 )
−Removed: Accounts receivable, less allowance for doubtful accounts of $ 74 and $ 59
+Added: Cash and cash equivalents $ 207,696 $ 114,255
+Added: Trade receivables, less allowance for doubtful accounts of $ 210 and $ 74
28,652 27,837
+Added: Other receivables 11,517 14,701
Inventory (Note 15)
17 unchanged sentences
Total property, plant and equipment, net 27,009 27,189
−Removed: RESTRICTED CASH, EXCLUDING TIMBER FUNDS (NOTE 21)
+Added: RESTRICTED CASH (NOTE 21)
RIGHT-OF-USE ASSETS (NOTE 16)
6 unchanged sentences
Accounts payable $ 26,561 $ 22,100
−Removed: Current maturities of long-term debt, net (Note 7)
Accrued taxes 4,394 3,734
1 unchanged sentence
Accrued interest 7,094 5,920
+Added: Pension and other postretirement benefits ( Note 18 )
+Added: Dividend and distribution payable 30,148 —
Deferred revenue 19,012 22,762
−Removed: Distribution payable, Timber Funds — 6,341
Other current liabilities 30,409 28,247
2 unchanged sentences
1,365,773 1,514,721
−Removed: PENSION AND OTHER POSTRETIREMENT BENEFITS (NOTE 18)
+Added: PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT (NOTE 18)
LONG-TERM LEASE LIABILITY (NOTE 16)
87,684 88,756
+Added: LONG-TERM DEFERRED REVENUE 11,294 6,895
OTHER NON-CURRENT LIABILITIES 81,863 88,687
6 unchanged sentences
Retained earnings 338,244 366,637
−Removed: Accumulated other comprehensive income (loss) (Note 24)
+Added: Accumulated other comprehensive income (Note 24)
24,651 35,813
16 unchanged sentences
Balance, December 31, 2020 137,678,822 $ 1,101,675 $ 446,267 ($ 73,885 ) $ 388,588 $ 1,862,645
−Removed: Issuances of shares associated with the merger with Pope Resources 7,181,071 172,418 — — — 172,418
−Removed: Net income (loss) — — 37,612 — ( 7,828 ) 29,784
+Added: Net income — — 157,066 — 53,421 210,487
Net income attributable to noncontrolling interests in the operating partnership — — ( 4,516 ) — — ( 4,516 )
−Removed: Dividends ($ 1.08 per share)
+Added: Dividends ($ 1.08 per share) (a)
— — ( 153,980 ) — — ( 153,980 )
−Removed: Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 799
+Added: Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 2.5 million
6,357,972 233,033 — — — 233,033
2 unchanged sentences
Repurchase of common shares ( 47,705 ) ( 1,617 ) — — — ( 1,617 )
−Removed: Acquisition of noncontrolling interests in consolidated affiliates — — — — 333,366 333,366
+Added: Fund II carried interest incentive fee — — — — ( 3,807 ) ( 3,807 )
+Added: Disposition of noncontrolling interests in consolidated affiliates — — — — ( 255,486 ) ( 255,486 )
+Added: Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — — 9,690 9,690
Adjustment of noncontrolling interests in the operating partnership — — ( 42,530 ) — — ( 42,530 )
Conversion of units into common shares 1,113,159 40,676 — — — 40,676
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities — — — ( 925 ) — ( 925 )
+Added: Pension and postretirement benefit plans — — — 12,476 — 12,476
Foreign currency translation adjustment — — — ( 18,487 ) ( 3,609 ) ( 22,096 )
13 unchanged sentences
Repurchase of common shares ( 97,809 ) ( 4,225 ) — — — ( 4,225 )
−Removed: Fund II carried interest incentive fee — — — — ( 3,807 ) ( 3,807 )
−Removed: Disposition of noncontrolling interests in consolidated affiliates — — — — ( 255,486 ) ( 255,486 )
−Removed: Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — — 9,690 9,690
Adjustment of noncontrolling interests in the operating partnership — — 23,155 — — 23,155
Conversion of units into common shares 106,914 3,925 — — — 3,925
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities — — — 12,476 — 12,476
+Added: Pension and postretirement benefit plans — — — 1,627 — 1,627
Foreign currency translation adjustment — — — ( 22,282 ) ( 811 ) ( 23,093 )
16 unchanged sentences
Net income attributable to noncontrolling interests in the operating partnership — — ( 2,905 ) — — ( 2,905 )
−Removed: Dividends ($ 1.125 per share) (a)
−Removed: — — ( 165,902 ) — — ( 165,902 )
−Removed: Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million
+Added: Dividends ($ 1.34 per share) (a)(b)
— — ( 199,465 ) — — ( 199,465 )
+Added: Issuance of shares under the “at-the-market” equity offering, net of commissions and offering costs 400 ( 81 ) — — — ( 81 )
Issuance of shares under incentive stock plans 380,080 75 — — — 75
3 unchanged sentences
Conversion of units into common shares 764,929 24,917 — — — 24,917
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities — — — 1,627 — 1,627
+Added: Pension and postretirement benefit plans — — — 593 — 593
Foreign currency translation adjustment — — — ( 1,466 ) ( 50 ) ( 1,516 )
Cash flow hedges — — — ( 11,358 ) 1,401 ( 9,957 )
−Removed: Allocation of other comprehensive income to noncontrolling interests in the operating partnership — — — ( 295 ) — ( 295 )
+Added: Allocation of other comprehensive loss to noncontrolling interests in the operating partnership — — — 1,069 — 1,069
Distributions to noncontrolling interests in consolidated affiliates — — — — ( 1,699 ) ( 1,699 )
−Removed: Noncontrolling interests in consolidated affiliates redemption of shares — — — — ( 27,860 ) ( 27,860 )
Balance, December 31, 2023 148,299,117 $ 1,497,641 $ 338,244 $ 24,651 $ 17,066 $ 1,877,602
1 unchanged sentence
Consolidated Statements of Cash Flows and Note 5 — Noncontrolling Interests .
+Added: (b) Includes an additional cash dividend of $ 0.20 per common share.
+Added: The dividend was payable January 12, 2024, to shareholders of record on December 29, 2023.
See Notes to Consolidated Financial Statements.
12 unchanged sentences
Deferred income taxes 278 ( 5,352 ) 8,509
+Added: Pension settlement charge 2,036 — —
Amortization of losses from pension and postretirement plans 6 753 1,174
−Removed: Timber write-offs due to casualty events — — 15,203
+Added: Timber write-offs resulting from casualty events 2,302 729 —
Gain on sale of large disposition of timberlands ( 105,078 ) ( 16,606 ) ( 44,784 )
3 unchanged sentences
Other 13,169 1,049 9,456
−Removed: Changes in operating assets and liabilities, net of effects of merger with Pope Resources:
+Added: Changes in operating assets and liabilities:
Receivables 4,404 ( 9,109 ) 17,239
10 unchanged sentences
Net proceeds from Fund II timberland dispositions — — 154,740
−Removed: Cash consideration for merger with Pope Resources, net of cash acquired — — ( 231,068 )
Other 2,776 1,180 912
−Removed: CASH USED FOR INVESTING ACTIVITIES ( 516,363 ) ( 26,253 ) ( 213,643 )
+Added: CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 124,087 ( 516,363 ) ( 26,253 )
FINANCING ACTIVITIES
6 unchanged sentences
Repurchase of common shares to pay withholding taxes on vested incentive stock awards ( 4,217 ) ( 4,225 ) ( 1,617 )
−Removed: Repurchase of common shares made under repurchase program — — ( 3,152 )
Debt issuance costs — ( 740 ) ( 4,846 )
−Removed: Noncontrolling interests in consolidated affiliates redemption of shares — — ( 5,113 )
Distributions to noncontrolling interests in consolidated affiliates ( 1,699 ) ( 19,434 ) ( 108,956 )
Make-whole fee on NWFCS debt prepayment — — ( 6,234 )
−Removed: CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 4,589 ) ( 16,311 ) 27,002
+Added: CASH USED FOR FINANCING ACTIVITIES ( 328,874 ) ( 4,589 ) ( 16,311 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 621 ) ( 1,970 ) ( 889 )
17 unchanged sentences
Non-cash financing activity:
−Removed: Equity consideration for merger with Pope Resources — — $ 172,640
−Removed: Redeemable Operating Partnership Unit consideration for merger with Pope Resources — — 106,752
Noncontrolling interests in consolidated affiliates redemption of shares (b) — 27,860 28,119
1 unchanged sentence
For additional information on patronage payments, see Note 7 — Debt .
−Removed: (b) T he New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million and $ 28.1 million for the year ended 2022 and 2021, respectively.
−Removed: In 2020, the New Zealand subsidiary made a capital distribution 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.
+Added: (b) The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million and $ 28.1 million for the years ended December 31, 2022 and 2021, respectively.
See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.
11 unchanged sentences
Selling and general expenses ( 74,773 ) ( 64,670 ) ( 57,791 )
−Removed: Other operating income (expense), net (Note 17)
+Added: Other operating (expense) income, net (Note 17)
( 8,306 ) 9,704 14,084
8 unchanged sentences
NET INCOME 178,495 122,791 210,487
−Removed: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828
+Added: Net income attributable to noncontrolling interests in consolidated affiliates ( 2,097 ) ( 13,321 ) ( 53,421 )
NET INCOME ATTRIBUTABLE TO RAYONIER, L.P.
4 unchanged sentences
Net income attributable to unitholders 176,398 109,470 157,066
−Removed: OTHER COMPREHENSIVE INCOME (LOSS)
+Added: OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustment, net of income tax effect of $ 0 , $ 0 and $ 0
2 unchanged sentences
( 9,957 ) 76,039 60,315
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities, net of income tax effect of $ 0 , $ 0 and $ 0
+Added: Pension and postretirement benefit plans, net of income tax effect of $ 0 , $ 0 and $ 0
593 1,627 12,476
−Removed: Total other comprehensive income (loss) 54,573 50,695 ( 33,708 )
−Removed: COMPREHENSIVE INCOME (LOSS) 177,364 261,182 ( 3,924 )
−Removed: Comprehensive (income) loss attributable to noncontrolling interests in consolidated affiliates ( 12,182 ) ( 48,234 ) 1,393
−Removed: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO RAYONIER, L.P.
+Added: Total other comprehensive (loss) income ( 10,880 ) 54,573 50,695
+Added: COMPREHENSIVE INCOME 167,615 177,364 261,182
+Added: Comprehensive income attributable to noncontrolling interests in consolidated affiliates ( 3,449 ) ( 12,182 ) ( 48,234 )
+Added: COMPREHENSIVE INCOME ATTRIBUTABLE TO RAYONIER, L.P.
UNITHOLDERS $ 164,166 $ 165,182 $ 212,948
11 unchanged sentences
CURRENT ASSETS
−Removed: Cash and cash equivalents, excluding Timber Funds $ 114,255 $ 358,680
−Removed: Cash and cash equivalents, Timber Funds — 3,493
−Removed: Total cash and cash equivalents 114,255 362,173
−Removed: Restricted cash, Timber Funds ( Note 21 )
−Removed: Accounts receivable, less allowance for doubtful accounts of $ 74 and $ 59
+Added: Cash and cash equivalents $ 207,696 $ 114,255
+Added: Trade receivables, less allowance for doubtful accounts of $ 210 and $ 74
28,652 27,837
+Added: Other receivables 11,517 14,701
Inventory ( Note 15 )
17 unchanged sentences
Total property, plant and equipment, net 27,009 27,189
−Removed: RESTRICTED CASH, EXCLUDING TIMBER FUNDS ( NOTE 21 )
+Added: RESTRICTED CASH ( NOTE 21 )
RIGHT-OF-USE ASSETS ( NOTE 16 )
6 unchanged sentences
Accounts payable $ 26,561 $ 22,100
−Removed: Current maturities of long-term debt, net ( Note 7 )
Accrued taxes 4,394 3,734
1 unchanged sentence
Accrued interest 7,094 5,920
+Added: Pension and other postretirement benefits ( Note 18 )
+Added: Distribution payable 30,148 —
Deferred revenue 19,012 22,762
−Removed: Distributions payable, Timber Funds — 6,341
Other current liabilities 30,409 28,247
2 unchanged sentences
1,365,773 1,514,721
−Removed: PENSION AND OTHER POSTRETIREMENT BENEFITS ( NOTE 18 )
+Added: PENSION AND OTHER POSTRETIREMENT BENEFITS, NON-CURRENT ( NOTE 18 )
LONG-TERM LEASE LIABILITY ( NOTE 16 )
87,684 88,756
+Added: LONG-TERM DEFERRED REVENUE 11,294 6,895
OTHER NON-CURRENT LIABILITIES 81,863 88,687
4 unchanged sentences
Limited partners’ capital 1,814,193 1,806,895
−Removed: Accumulated other comprehensive income (loss) ( Note 24 )
+Added: Accumulated other comprehensive income ( Note 24 )
28,018 40,249
12 unchanged sentences
Balance, December 31, 2020 $ 15,454 $ 1,529,948 ($ 71,345 ) $ 388,588 $ 1,862,645
−Removed: Issuance of units associated with the merger with Pope Resources 1,724 170,694 — — 172,418
−Removed: Net income (loss) 376 37,236 — ( 7,828 ) 29,784
+Added: Net income 1,571 155,495 — 53,421 210,487
Distributions on units ($ 1.08 per unit)
( 1,583 ) ( 156,666 ) — — ( 158,249 )
−Removed: Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 799
+Added: Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 2.5 million
2,330 230,703 — — 233,033
3 unchanged sentences
Adjustment of Redeemable Operating Partnership Units ( 444 ) ( 43,934 ) — — ( 44,378 )
−Removed: Acquisition of noncontrolling interests in consolidated affiliates — — — 333,366 333,366
Conversion of units to common shares 407 40,269 — — 40,676
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities — — ( 925 ) — ( 925 )
+Added: Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — 9,690 9,690
+Added: Fund II carried interest incentive fee — — — ( 3,807 ) ( 3,807 )
+Added: Disposition of noncontrolling interests in consolidated affiliates — — — ( 255,486 ) ( 255,486 )
+Added: Pension and postretirement benefit plans — — 12,476 — 12,476
Foreign currency translation adjustment — — ( 18,487 ) ( 3,609 ) ( 22,096 )
13 unchanged sentences
Conversion of units to common shares 39 3,886 — — 3,925
−Removed: Measurement period adjustment of noncontrolling interests in consolidated affiliates — — — 9,690 9,690
−Removed: Fund II carried interest incentive fee — — — ( 3,807 ) ( 3,807 )
−Removed: Disposition of noncontrolling interests in consolidated affiliates — — — ( 255,486 ) ( 255,486 )
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities — — 12,476 — 12,476
+Added: Pension and postretirement benefit plans — — 1,627 — 1,627
Foreign currency translation adjustment — — ( 22,282 ) ( 811 ) ( 23,093 )
11 unchanged sentences
Net income 1,764 174,634 — 2,097 178,495
−Removed: Distributions on units ($ 1.125 per unit)
−Removed: ( 1,696 ) ( 167,874 ) — — ( 169,570 )
−Removed: Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs of $ 1.1 million
+Added: Distributions on units ($ 1.34 per unit) (a)
( 2,029 ) ( 200,887 ) — — ( 202,916 )
+Added: Issuance of units under the “at-the-market” equity offering, net of commissions and offering costs ( 1 ) ( 80 ) — — ( 81 )
Issuance of units under incentive stock plans 1 74 — — 75
3 unchanged sentences
Conversion of units to common shares 249 24,668 — — 24,917
−Removed: Actuarial change and amortization of pension and postretirement plan liabilities — — 1,627 — 1,627
+Added: Pension and postretirement benefit plans — — 593 — 593
Foreign currency translation adjustment — — ( 1,466 ) ( 50 ) ( 1,516 )
1 unchanged sentence
Distributions to noncontrolling interests in consolidated affiliates — — — ( 1,699 ) ( 1,699 )
−Removed: Noncontrolling interests in consolidated affiliates redemption of unit equivalents — — — ( 27,860 ) ( 27,860 )
Balance, December 31, 2023 $ 18,325 $ 1,814,193 $ 28,018 $ 17,066 $ 1,877,602
+Added: (a) Includes an additional cash distribution of $ 0.20 per operating partnership unit.
+Added: The cash distribution was payable January 12, 2024, to holders of record on December 29, 2023.
See Notes to Consolidated Financial Statements.
12 unchanged sentences
Deferred income taxes 278 ( 5,352 ) 8,509
+Added: Pension settlement charge 2,036 — —
Amortization of losses from pension and postretirement plans 6 753 1,174
−Removed: Timber write-offs due to casualty events — — 15,203
+Added: Timber write-offs resulting to casualty events 2,302 729 —
Gain on sale of large disposition of timberlands ( 105,078 ) ( 16,606 ) ( 44,784 )
3 unchanged sentences
Other 13,169 1,049 9,456
−Removed: Changes in operating assets and liabilities, net of effects of merger with Pope Resources:
+Added: Changes in operating assets and liabilities:
Receivables 4,404 ( 9,109 ) 17,239
10 unchanged sentences
Net proceeds from Fund II timberland dispositions — — 154,740
−Removed: Cash consideration for merger with Pope Resources, net of cash acquired — — ( 231,068 )
Other 2,776 1,180 912
−Removed: CASH USED FOR INVESTING ACTIVITIES ( 516,363 ) ( 26,253 ) ( 213,643 )
+Added: CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES 124,087 ( 516,363 ) ( 26,253 )
FINANCING ACTIVITIES
6 unchanged sentences
Debt issuance costs — ( 740 ) ( 4,846 )
−Removed: Repurchase of units made under repurchase program — — ( 3,152 )
−Removed: Noncontrolling interests in consolidated affiliates redemption of shares — — ( 5,113 )
Distributions to noncontrolling interests in consolidated affiliates ( 1,699 ) ( 19,434 ) ( 108,956 )
Make-whole fee on NWFCS debt prepayment — — ( 6,234 )
−Removed: CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES ( 4,589 ) ( 16,311 ) 27,002
+Added: CASH USED FOR FINANCING ACTIVITIES ( 328,874 ) ( 4,589 ) ( 16,311 )
EFFECT OF EXCHANGE RATE CHANGES ON CASH ( 621 ) ( 1,970 ) ( 889 )
11 unchanged sentences
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
−Removed: Cash paid during the period:
+Added: Cash paid during the year:
Interest (a) $ 48,742 $ 35,717 $ 42,672
3 unchanged sentences
Non-cash financing activity:
−Removed: Unit consideration for merger with Pope Resources — — $ 172,640
−Removed: Redeemable Operating Partnership Unit consideration for merger with Pope Resources — — 106,752
Noncontrolling interests in consolidated affiliates redemption of shares (b) — 27,860 28,119
1 unchanged sentence
For additional information on patronage payments, see Note 7 — Debt .
−Removed: (b) The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million and $ 28.1 million for the year ended 2022 and 2021, respectively.
−Removed: In 2020, the New Zealand subsidiary made a capital distribution 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.
+Added: (b) The New Zealand subsidiary made a capital distribution in order to redeem certain equity interests, resulting in the recording of a loan payable by the New Zealand subsidiary in the amount of $ 27.9 million and $ 28.1 million for the years ended December 31, 2022 and 2021, respectively.
See Note 5 — Noncontrolling Interests and Note 7 — Debt for further information.
187 unchanged sentences
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”).
−Removed: 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.
−Removed: Unsatisfied performance obligations as of December 31, 2022 are primarily due to advances on stumpage contracts, unearned license revenue and post-closing obligations on real estate sales.
−Removed: These performance obligations are expected to be satisfied within the next twelve months.
+Added: Unsatisfied performance obligations as of December 31, 2023 are primarily due to advances on stumpage contracts, unearned license revenue, unearned carbon capture and storage revenue and post-closing obligations on real estate sales.
+Added: Of these performance obligations, $ 19.0 million is expected to be recognized within the next twelve months , while the remaining $ 11.3 million is expected to be recognized as we satisfy our performance obligations.
We generally collect payment within a year of satisfying performance obligations and therefore have elected not to adjust revenues for a financing component.
48 unchanged sentences
Our New Zealand segment regularly sells carbon credits and recognizes income as they are sold to other carbon emitting entities.
+Added: Carbon Capture and Storage Sales
+Added: Carbon capture and storage (“CCS”) sales are primarily comprised of revenue generated from granting land access and the right to inject, sequester and permanently store carbon dioxide in a subsurface area.
+Added: CCS contracts contain variable consideration arrangements, which may include variable durations, rates, access acres and carbon volumes.
+Added: The determination of the transaction price and the allocation of the transaction price to the performance obligations may require significant judgment and is based on management’s estimate of the most likely amount of consideration we expect to receive as of the reporting date.
+Added: Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal of the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
+Added: The estimation of variable consideration requires us to make certain judgments and assumptions regarding the amount and timing of future payments, which may be impacted by factors such as changes in market conditions, competition or other factors beyond our control.
+Added: As a result, actual amounts of variable consideration could differ from our estimates.
+Added: We regularly review our estimates of variable consideration and, if necessary, adjust the transaction price and related revenue recognition accordingly.
+Added: Any such adjustments are recorded in the period in which the estimate is revised.
Log trading revenue is generally recognized when procured logs are delivered to the buyer and control has passed.
11 unchanged sentences
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, carbon basis and fire prevention.
−Removed: 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.
+Added: 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
+Added: RAYONIER INC.
+Added: AND SUBSIDIARIES
+Added: RAYONIER, L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollar amounts in thousands unless otherwise stated)
+Added: 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.
6 unchanged sentences
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, 2023.
−Removed: RAYONIER INC.
−Removed: AND SUBSIDIARIES
−Removed: RAYONIER, L.P.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollar amounts in thousands unless otherwise stated)
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.
−Removed: 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, 2022 and 2021, our pension plans were in a net liability position (underfunded) of $ 7.2 million and $ 8.7 million, respectively.
−Removed: 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.
+Added: 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.” 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.
−Removed: See Note 18 — Employee Benefit Plans for additional information.
+Added: The defined benefit pension plan and the unfunded excess pension plan were terminated in 2023.
+Added: For additional information, see Note 18 — Employee Benefit Plans .
We use the asset and liability method of accounting for income taxes.
14 unchanged sentences
See Note 20 — Income Taxes for additional information.
−Removed: ACCOUNTING PRONOUNCEMENTS
−Removed: In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2020-04, Reference Rate Reform (Topic 848) , which provides temporary optional expedients and exceptions to the guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from LIBOR and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”).
−Removed: Entities can elect not to apply certain modification accounting requirements to contracts affected by reference rate reform, if certain criteria are met.
−Removed: We have previously elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives.
−Removed: Application of these expedients preserves the presentation of derivatives consistent with past presentation.
−Removed: See Note 7 — Deb t and Note 8 — Derivative Financial Instruments and Hedging Activities for more information on our current year transition to SOFR.
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: In June 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No.
−Removed: 2022-03, Fair Value Measurement (Topic 820):
−Removed: Fair Value Measurement of Equity Securities to Contractual Sale Restrictions , which clarifies how the fair value of equity securities subject to contractual sale restrictions is determined, and amends ASC 820 to clarify that a contractual sale restriction should not be considered in measuring fair value.
−Removed: It also requires entities with investments in equity securities subject to contractual sale restrictions to disclose certain qualitative and quantitative information about such securities.
−Removed: The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2024, with early adoption permitted.
−Removed: We are currently evaluating the impact of adopting this new guidance on the consolidated financial statements.
+Added: ACCOUNTING PRONOUNCEMENTS
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures, which requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and a description of other segment items (the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss) by reportable segment, as well as disclosure of the title and position of the entity’s CODM and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources.
+Added: The pronouncement is effective for annual reporting periods in fiscal years beginning after December 15, 2023, and for interim periods in fiscal years beginning after December 15, 2024.
+Added: We do not expect the adoption of this pronouncement to impact our consolidated financial statements beyond the expansion of our reportable segment disclosures.
SUBSEQUENT EVENTS
−Removed: On February 13, 2023, Cyclone Gabrielle came across the northeast coast of the North Island in New Zealand.
−Removed: As of the date of filing, we have begun assessing our exposure but are unable to reasonably quantify the extent of loss, which includes damages to roading infrastructure and timber in certain areas.
+Added: We have evaluated events occurring from December 31, 2023 to the date of issuance of these Consolidated Financial Statements for potential recognition and disclosure in the consolidated financial statements.
+Added: No events were identified that warranted recognition or disclosure.
RAYONIER INC.
8 unchanged sentences
The previously reported Timber Funds segment was liquidated in 2021 with all proceeds being distributed to noncontrolling interests at the end of 2022.
−Removed: As a result, disclosure of Timber Funds segment results is not presented for 2022 while prior year results are presented for historical purposes.
+Added: As a result, disclosure of Timber Funds segment results are not presented for 2023 or 2022, while 2021 results are presented for historical purposes.
Sales between operating segments are made based on estimated fair market value, and intercompany sales, purchases and profits (losses) are eliminated in consolidation.
4 unchanged sentences
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.”
−Removed: Segment information for each of the three years ended December 31 follows:
+Added: The following tables summarize the segment information for the three years ended December 31:
Sales by Product Line
15 unchanged sentences
Total Sales $ 1,056,933 $ 909,072 $ 1,109,597
−Removed: (a) The years ended December 31, 2021 and December 31, 2020 include $ 159.1 million and $ 22.7 million, respectively, of sales attributable to noncontrolling interests in Timber Funds.
+Added: (a) The year ended December 31, 2021 includes $ 159.1 million of sales attributable to noncontrolling interests in Timber Funds.
Included in sales attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2021 is $ 125.4 million from Fund II Timberland Dispositions attributable to noncontrolling interests in Timber Funds.
1 unchanged sentence
(b) The years ended December 31, 2023, 2022 and 2021 include log marketing fees paid to our Trading segment from our Southern Timber and Pacific Northwest Timber segments for marketing log export sales.
−Removed: The years ended December 31, 2021 and December 31, 2020 include the elimination of timberland investment management fees paid to us by the timber funds which were initially recognized as sales and cost of sales within the Timber Funds segment.
+Added: The year ended December 31, 2021 includes the elimination of timberland investment management fees paid to us by the timber funds which were initially recognized as sales and cost of sales within the Timber Funds segment.
RAYONIER INC.
6 unchanged sentences
2023 2022 2021
−Removed: Southern Timber (a) $ 96,616 $ 66,111 $ 41,247
−Removed: Pacific Northwest Timber (b) 15,192 6,827 ( 9,979 )
−Removed: New Zealand Timber 30,621 51,513 29,984
+Added: Southern Timber $ 76,256 $ 96,616 $ 66,111
+Added: Pacific Northwest Timber (a) ( 8,998 ) 15,192 6,827
+Added: New Zealand Timber (b) 26,045 30,621 51,513
Timber Funds (c) — — 63,219
1 unchanged sentence
Trading 492 382 144
−Removed: Corporate and other (e) ( 35,484 ) ( 30,579 ) ( 45,158 )
+Added: Corporate and other ( 39,116 ) ( 35,484 ) ( 30,579 )
Total Operating Income 211,284 165,822 269,775
−Removed: Unallocated interest expense and other ( 33,642 ) ( 44,627 ) ( 37,595 )
+Added: Unallocated interest expense and other (e) ( 27,667 ) ( 33,642 ) ( 44,627 )
Total Income before Income Taxes $ 183,617 $ 132,180 $ 225,148
6 unchanged sentences
The year ended December 31, 2021 also includes $ 10.3 million of income on Fund II Timberland Dispositions attributable to Rayonier and a $ 7.5 million gain on investment in Timber Funds.
−Removed: The year ended December 31, 2020 includes $ 11.6 million of operating loss attributable to noncontrolling interests in Timber Funds.
−Removed: Included in operating loss attributable to noncontrolling interests in Timber Funds for the year ended December 31, 2020 is $ 7.3 million related to timber write-offs resulting from casualty events.
−Removed: The year ended December 31, 2020 also includes $ 1.8 million of timber write-offs resulting from casualty events attributable to Rayonier.
−Removed: Timber write-offs resulting from casualty events are recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Cost of sales.”
−Removed: (d) The year ended December 31, 2022 includes an $ 11.5 million gain associated with the multi-family apartment complex sale attributable to noncontrolling interests.
−Removed: The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests was recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net”.
−Removed: The years ended December 31, 2022, 2021 and 2020 include $ 16.6 million, $ 44.8 million and $ 28.7 million, respectively, from Large Dispositions.
−Removed: (e) The year ended December 31, 2020 includes $ 17.2 million of integration and restructuring costs related to the merger with Pope Resources.
+Added: (d) The years ended December 31, 2023, 2022 and 2021 include $ 105.1 million, $ 16.6 million and $ 44.8 million, respectively, from Large Dispositions.
+Added: The year ended December 31, 2022 includes an $ 11.5 million gain associated with the multi-family apartment complex sale attributable to noncontrolling interests (“NCI”).
+Added: The gain associated with the multi-family apartment complex sale attributable to noncontrolling interests is recorded within the Consolidated Statements of Income and Comprehensive Income under the caption “Other operating (expense) income, net.”
+Added: (e) The year ended December 31, 2023 includes $ 20.7 million of net recoveries associated with legal settlements, which is partially offset by a $ 2.0 million pension settlement charge.
RAYONIER INC.
14 unchanged sentences
Total capital expenditures $ 81,447 $ 74,811 $ 75,965
−Removed: Timberland Acquisitions (c)
+Added: Timberland Acquisitions
Southern Timber $ 10,471 $ 457,770 $ 168,188
4 unchanged sentences
(a) Excludes timberland acquisitions presented separately, in addition to real estate development investments of $ 23.1 million, $ 13.7 million and $ 12.5 million in the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: (b) The years ended December 31, 2021 and December 31, 2020 include $ 2.8 million and $ 2.3 million, respectively, of capital expenditures attributable to noncontrolling interests in Timber Funds.
−Removed: (c) Excludes timberland acquired in the Pope Resources merger.
+Added: (b) The year ended December 31, 2021 includes $ 2.8 million of capital expenditures attributable to noncontrolling interests in Timber Funds.
Depreciation,
11 unchanged sentences
The year ended December 31, 2021 also includes $ 16.6 million related to Fund II Timberland Dispositions attributable to Rayonier.
−Removed: The year ended December 31, 2020 includes $ 10.3 million of depreciation, depletion and amortization attributable to noncontrolling interests in Timber Funds.
(b) The years ended December 31, 2023, 2022 and 2021 include $ 91.1 million, $ 8.3 million and $ 9.8 million, respectively, from Large Dispositions.
18 unchanged sentences
Total $ 1,056,933 $ 909,072 $ 1,109,597 $ 211,284 $ 165,822 $ 269,775 $ 3,647,585 $ 3,789,371
+Added: RAYONIER INC.
+Added: AND SUBSIDIARIES
+Added: RAYONIER, L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollar amounts in thousands unless otherwise stated)
Contract Balances
−Removed: The timing of revenue recognition, invoicing and cash collections results in accounts receivable and deferred revenue (contract liabilities) on the Consolidated Balance Sheets.
−Removed: Accounts receivable are recorded when we have an unconditional right to consideration for completed performance under the contract.
+Added: The timing of revenue recognition, invoicing and cash collections results in trade receivables and deferred revenue (contract liabilities) on the Consolidated Balance Sheets.
+Added: Trade receivables 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.
+Added: The following table contains contract balances recorded in the Consolidated Balance Sheets at December 31, 2023 and 2022:
+Added: Year 2023 2022 Balance Sheet Location
+Added: Contract assets
+Added: Trade receivables, net (a) $ 28,652 $ 27,837 Trade receivables
+Added: Contract liabilities
+Added: Deferred revenue, current (b) 19,012 22,762 Deferred revenue
+Added: Deferred revenue, non-current (c) 11,294 6,895 Long-term deferred revenue
+Added: (a) The increase in trade receivables was primarily driven by timing of sales in our timber segments.
+Added: (b) The decrease in deferred revenue, current is primarily driven by the satisfaction of post-closing obligations on real estate sales and the timing of advance payments on stumpage contracts, partially offset by increased hunting license renewals and the current portion of a carbon capture and storage contract entered into in the first quarter of 2023.
+Added: (c) The increase in deferred revenue, non-current is primarily driven by a carbon capture and storage contract entered into in the first quarter of 2023.
The following table summarizes revenue recognized during the years ended December 31, 2023 and 2022 that was included in the contract liability balance at the beginning of each year:
1 unchanged sentence
Revenue recognized from contract liability balance at the beginning of the year (a) $ 21,187 $ 16,148
−Removed: (a) Revenue recognized was primarily from hunting licenses, the use of advances on pay-as-cut timber sales, and performance obligations from development sales.
+Added: (a) Revenue recognized was primarily from hunting licenses, the use of advances on pay-as-cut timber sales and the satisfaction of
+Added: post-closing obligations on real estate sales.
RAYONIER INC.
16 unchanged sentences
Improved Development — — — — 30,707 — — 30,707
+Added: Unimproved Development — — — — 114 — — 114
Rural — — — — 99,665 — — 99,665
15 unchanged sentences
Agency Fee Income — — — — — 1,256 — 1,256
−Removed: Fund II Timberland Dispositions — — — 156,752 — — — 156,752
Total Non-Timber Sales 27,589 5,602 20,967 — — 1,256 — 55,414
Improved Development — — — — 35,413 — — 35,413
−Removed: Unimproved Development — — — — 37,500 — — 37,500
Rural — — — — 59,485 — — 59,485
Timberland & Non-Strategic — — — — 11,400 — — 11,400
−Removed: Conservation Easements — — — — 3,855 — — 3,855
Deferred Revenue/Other (a) — — — — ( 38 ) — — ( 38 )
13 unchanged sentences
Agency Fee Income — — — — — 1,399 — 1,399
+Added: Fund II Timberland Dispositions — — — 156,752 — — — 156,752
Total Non-Timber Sales 24,621 5,917 1,060 157,231 — 1,399 — 190,228
52 unchanged sentences
$ 179,820 $ 137,104 $ 280,098 $ 38,834 $ 93,645 $ 729,501
+Added: RAYONIER INC.
+Added: AND SUBSIDIARIES
+Added: RAYONIER, L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollar amounts in thousands unless otherwise stated)
TIMBERLAND ACQUISITIONS
+Added: During 2023, we acquired approximately 4,000 acres of U.S.
+Added: timberland located in Florida, Georgia, Texas and Washington through six transactions for an aggregate value of $ 13.2 million, which were funded with cash on hand and like-kind exchange proceeds.
+Added: We also incurred approximately $ 0.9 million of additional costs associated with acquisitions completed in the prior year.
+Added: Additionally, during 2023, we acquired approximately 1,000 acres of leased timberland in New Zealand.
In December 2022, we completed the acquisitions of approximately 138,000 acres of high-quality commercial timberlands located in Texas, Georgia, Alabama, and Louisiana from Manulife Investment Management for approximately $ 454.5 million in the aggregate.
4 unchanged sentences
These acquisitions were funded from operating cash flow.
−Removed: In 2021, we acquired approximately 100,000 acres of U.S.
−Removed: timberland located in Florida, Georgia and Texas through seven transactions for an aggregate value of $ 168.2 million, which were funded from operating cash flow, proceeds from the sale of the Timber Funds business and use of the Company’s 2020 ATM Program.
−Removed: Additionally, during 2021, we acquired approximately 3,000 acres of timberland (including approximately 1,000 acres of leased land) in New Zealand for approximately $ 10.9 million.
−Removed: These acquisitions were funded from operating cash flow.
−Removed: RAYONIER INC.
−Removed: AND SUBSIDIARIES
−Removed: RAYONIER, L.P.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollar amounts in thousands unless otherwise stated)
The following table summarizes the timberland acquisitions for the years ended December 31, 2023 and 2022:
Cost Acres Cost Acres
−Removed: Alabama 124,020 35,995 — —
+Added: Alabama (a) 231 — $ 124,020 35,995
Florida 4,809 2,194 1,053 741
−Removed: Georgia 130,124 28,514 38,339 24,776
−Removed: Louisiana 24,373 9,110 — —
−Removed: Texas 178,200 65,226 98,507 51,568
+Added: Georgia (a) 333 16 130,124 28,514
+Added: Louisiana (a) 74 — 24,373 9,110
+Added: Texas (a) 5,024 1,317 178,200 65,226
Washington 3,591 353 26 20
1 unchanged sentence
Total Acquisitions $ 14,062 5,036 $ 458,530 141,015
+Added: (a) Includes costs incurred in 2023 associated with acquisitions completed in the fourth quarter of 2022.
NONCONTROLLING INTERESTS
3 unchanged sentences
Accordingly, we consolidate the New Zealand subsidiary’s balance sheet and results of operations.
−Removed: 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 (income) loss 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.
+Added: 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 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.
The following table sets forth the income attributable to the New Zealand subsidiary’s noncontrolling interests:
1 unchanged sentence
Net income attributable to noncontrolling interests in the New Zealand subsidiary $ 2,145 $ 2,966 $ 7,696
+Added: RAYONIER INC.
+Added: AND SUBSIDIARIES
+Added: RAYONIER, L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollar amounts in thousands unless otherwise stated)
Ferncliff Investors
5 unchanged sentences
The equity income related to the apartment complex sale was $ 16.0 million, of which $ 4.5 million was attributable to Rayonier.
−Removed: We recognized the gain on the sale in our Consolidated Statements of Income and Comprehensive Income under the caption “Other operating income, net.”
−Removed: RAYONIER INC.
−Removed: AND SUBSIDIARIES
−Removed: RAYONIER, L.P.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollar amounts in thousands unless otherwise stated)
+Added: We recognized the gain on the sale in our Consolidated Statements of Income and Comprehensive Income under the caption “Other operating (expense) income, net.”
NONCONTROLLING INTERESTS IN THE OPERATING PARTNERSHIP
8 unchanged sentences
Net income attributable to noncontrolling interests in the operating partnership 2,905 2,393
−Removed: Other comprehensive income attributable to noncontrolling interests in the operating partnership 295 1,601
−Removed: Distributions to noncontrolling interests in the operating partnership ( 3,668 ) ( 4,269 )
+Added: Other comprehensive (loss) income attributable to noncontrolling interests in the operating partnership ( 1,069 ) 295
+Added: Distributions to noncontrolling interests in the operating partnership (a) ( 3,452 ) ( 3,668 )
Total noncontrolling interests in the operating partnership $ 81,651 $ 105,763
+Added: (a) The year ended December 31, 2023 includes an additional distribution of $ 0.20 per operating partnership unit.
+Added: The cash distribution amount of $ 0.5 million was payable on January 12, 2024, to holders of record on December 29, 2023.
RAYONIER INC.
13 unchanged sentences
Net income attributable to noncontrolling interests in the operating partnership ( 2,905 ) ( 2,393 ) ( 4,516 )
−Removed: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828
+Added: Net income attributable to noncontrolling interests in consolidated affiliates ( 2,097 ) ( 13,321 ) ( 53,421 )
Net income attributable to Rayonier Inc.
5 unchanged sentences
Net Income $ 178,495 $ 122,791 $ 210,487
−Removed: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828
+Added: Net income attributable to noncontrolling interests in consolidated affiliates ( 2,097 ) ( 13,321 ) ( 53,421 )
Net income attributable to Rayonier Inc., before net income attributable to noncontrolling interests in the operating partnership $ 176,398 $ 109,470 $ 157,066
8 unchanged sentences
2023 2022 2021
−Removed: Anti-dilutive shares excluded from computations of diluted earnings per share:
+Added: Anti-dilutive shares excluded from computations of diluted earnings per common share:
Stock options, performance shares, restricted shares and restricted stock units 164,865 103,514 149,705
13 unchanged sentences
Net Income $ 178,495 $ 122,791 $ 210,487
−Removed: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828
+Added: Net income attributable to noncontrolling interests in consolidated affiliates ( 2,097 ) ( 13,321 ) ( 53,421 )
Net income available to unitholders $ 176,398 $ 109,470 $ 157,066
4 unchanged sentences
Net Income $ 178,495 $ 122,791 $ 210,487
−Removed: Net (income) loss attributable to noncontrolling interests in consolidated affiliates ( 13,321 ) ( 53,421 ) 7,828
+Added: Net income attributable to noncontrolling interests in consolidated affiliates ( 2,097 ) ( 13,321 ) ( 53,421 )
Net income available to unitholders $ 176,398 $ 109,470 $ 157,066
21 unchanged sentences
2021 Incremental Term Loan Facility borrowings due 2029 at a variable interest rate of 6.98 % at December 31, 2023
+Added: 200,000 200,000
2016 Incremental Term Loan Facility borrowings due 2026 at a variable interest rate of 7.08 % at December 31, 2023
1 unchanged sentence
2022 Incremental Term Loan Facility borrowings due 2027 at a variable interest rate of 7.03 % at December 31, 2023
+Added: 100,000 250,000
New Zealand subsidiary noncontrolling interest shareholder loan due 2026 at a fixed interest rate of 3.64 %
1 unchanged sentence
New Zealand subsidiary noncontrolling interest shareholder loan due 2027 at a fixed interest rate of 6.48 %
+Added: 25,453 25,586
New Zealand subsidiary noncontrolling interest shareholder loan due 2025 at a fixed interest rate of 2.95 %
21,817 21,931
−Removed: Senior Notes due 2022 at a fixed interest rate of 3.75 %
Total principal debt 1,372,723 1,523,103
Unamortized discounts ( 2,772 ) ( 3,104 )
−Removed: Current maturities of long-term debt — ( 124,965 )
Deferred financing costs ( 4,178 ) ( 5,278 )
19 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: In December 2022, we amended all of our term credit agreements to convert the interest rate benchmark from LIBOR to Daily Simple SOFR plus a credit spread adjustment.
+Added: All of our term credit agreements are benchmarked to Daily Simple SOFR plus a credit spread adjustment.
While all of our term credit facilities provide for variable interest rates based on a spread over Daily Simple SOFR, we have entered into multiple interest rate swap agreements to fix portions of our variable rate exposure.
9 unchanged sentences
In December 2022, we entered into an Incremental Term Loan Agreement to provide a five-year $ 250 million senior unsecured incremental term loan facility (“2022 Incremental Term Loan Facility”).
−Removed: The proceeds from the 2022 Incremental Term Loan Facility were used to partially fund our acquisition of high-quality commercial timberlands located in Texas, Georgia, Alabama and Louisiana for an aggregate purchase price of approximately $ 454.5 million, after customary purchase price adjustments at closing.
+Added: During the fourth quarter of 2023, we repaid $ 150 million of the principal balance on this loan.
The periodic interest rate on the 2022 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement.
−Removed: As of December 31, 2022, the periodic interest rate on the 2022 Incremental Term Loan Facility was Daily Simple SOFR plus 1.6 % plus a credit spread adjustment of 0.1 %.
+Added: As of December 31, 2023, the periodic interest rate on the $ 100 million 2022 Incremental Term Loan Facility was Daily Simple SOFR plus 1.6 % plus a credit spread adjustment of 0.1 %.
Monthly payments of interest only are due on this loan through maturity.
17 unchanged sentences
In January 2022, we made a $ 200 million draw on our 2021 Incremental Term Loan Facility.
−Removed: Proceeds from the 2021 Incremental Term Loan Facility were used to repay the outstanding principal on our Revolving Credit Facility, which was used to fund the repayment of the Senior Notes due 2022.
The periodic interest rate on the 2021 Incremental Term Loan Facility is subject to a pricing grid based on our leverage ratio, as defined in the Incremental Term Loan Agreement.
9 unchanged sentences
See Note 23 — Other Assets for additional information about deferred financing costs related to revolving debt.
−Removed: During the year ended December 31, 2022, we made borrowings and repayments of $ 200 million .
+Added: During the year ended December 31, 2023, we made no borrowings and repayments on our Revolving Credit Facility.
At December 31, 2023, we had available borrowings of $ 289.9 million, net of $ 10.1 million to secure our outstanding letters of credit.
−Removed: 3.75 % SENIOR NOTES ISSUED MARCH 2012
−Removed: In March 2012, Rayonier Inc.
−Removed: issued $ 325 million of 3.75 % Senior Notes due 2022.
−Removed: In January 2022, we repaid the $ 325 million outstanding on the Senior Notes due 2022.
NEW ZEALAND SUBSIDIARY DEBT
WORKING CAPITAL FACILITY
−Removed: In June 2022, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility for an additional 12 -month term.
+Added: In July 2023, the New Zealand subsidiary renewed its NZ$ 20 million working capital facility, extending its maturity date to June 30, 2024.
The facility is available for short-term operating cash flow needs of the New Zealand subsidiary.
1 unchanged sentence
The margins are set for the term of the facility.
−Removed: During the year ended December 31, 2022, the New Zealand subsidiary made borrowings and repayments of $ 7.1 million, net of changes in exchange rates, on its working capital facility.
+Added: During the year ended December 31, 2023, the New Zealand subsidiary made no borrowings or repayments on its working capital facility.
At December 31, 2023, there was no outstanding balance on the facility.
SHAREHOLDER LOANS
−Removed: The New Zealand subsidiary periodically makes capital distributions to its partners on a pro rata basis to redeem certain equity interests, which are reinvested by the partners into shareholder loans to the New Zealand subsidiary.
+Added: The New Zealand subsidiary has made capital distributions in the past to its partners on a pro rata basis to redeem certain equity interests, which were reinvested by the partners into shareholder loans to the New Zealand subsidiary.
Our capital distribution and portion of the shareholder loan are eliminated in consolidation.
3 unchanged sentences
SHAREHOLDER LOAN DUE 2025
−Removed: In July 2021, the New Zealand subsidiary recorded of a loan payable in the amount of $ 28.1 million due in 2026 at a fixed interest rate of 3.64 %.
+Added: In September 2020, the New Zealand subsidiary recorded a loan payable in the amount of $ 23.3 million due in 2025 at a fixed interest rate of 2.95 %.
As of December 31, 2023, the outstanding balance is $ 21.8 million.
SHAREHOLDER LOAN DUE 2026
+Added: In July 2021, the New Zealand subsidiary recorded a loan payable in the amount of $ 28.1 million due in 2026 at a fixed interest rate of 3.64 %.
+Added: As of December 31, 2023, the outstanding balance is $ 25.5 million.
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: In April 2022, the New Zealand subsidiary recorded a loan payable in the amount of $ 27.9 million due in 2027 at a fixed interest rate of 6.48 %.
−Removed: As of December 31, 2022, the outstanding balance is $ 25.6 million.
SHAREHOLDER LOAN DUE 2027
−Removed: In September 2020, the New Zealand subsidiary recorded a loan payable in the amount of $ 23.3 million due in 2025 at a fixed interest rate of 2.95 %.
+Added: In April 2022, the New Zealand subsidiary recorded a loan payable in the amount of $ 27.9 million due in 2027 at a fixed interest rate of 6.48 %.
As of December 31, 2023, the outstanding balance is $ 25.5 million.
26 unchanged sentences
It typically hedges a portion of export sales receipts to cover 50 % to 90 % of the projected foreign exchange exposure for the following 12 months, up to 75 % for the forward 12 to 18 months and up to 50 % for the forward 18 to 24 months.
−Removed: Additionally, it will occasionally hedge export sales receipts to cover up to 50 % of the foreign exchange exposure for the forward 24 to 48 months when the New Zealand dollar is at a cyclical low versus the U.S.
+Added: Additionally, it will occasionally hedge export sales receipts to cover up to 50 % of the foreign exchange exposure for the forward 24 to 36 months and up to 25 % of the foreign exchange exposure for the forward 36 to 48 months when the New Zealand dollar is at a cyclical low versus the U.S.
The New Zealand subsidiary’s trading operations typically hedge a portion of export sales receipts to cover the projected foreign exchange exposure for the following three months.
−Removed: As of December 31, 2022, foreign currency exchange contracts and foreign currency option contracts had maturity dates through September 2025 and October 2025, respectively.
+Added: As of December 31, 2023, foreign currency exchange contracts and foreign currency option contracts had maturity dates through November 2026.
Foreign currency exchange and option contracts hedging foreign currency risk 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.
−Removed: The portion of gains or losses on the derivative instrument previously accumulated in other comprehensive income for de-designated hedges remains in accumulated other comprehensive income until the forecasted transaction affects earnings.
+Added: The portion of gains or losses on the derivative instrument previously in AOCI 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 PRODUCTS
−Removed: We are exposed to cash flow interest rate risk on our variable-rate debt.
+Added: We are exposed to cash flow interest rate risk on our variable-rate debt and on anticipated debt issuances.
We use variable-to-fixed interest rate swaps and forward-starting interest rate swap agreements to hedge this exposure.
2 unchanged sentences
To the extent the associated hedged item is no longer effective, the gain or loss is reclassified out of AOCI to earnings immediately.
−Removed: In November 2022, we entered into a new $ 100 million forward-starting interest rate swap agreement, benchmarked to the Secured Overnight Financing Rate (“SOFR”), in anticipation of the new $ 250 million incremental term loan, which closed in December 2022.
−Removed: See Note 7 — Debt for additional information.
−Removed: In December 2022, through a fifth amendment to the Incremental Term Loan Agreement with our primary lender, we converted all our outstanding London Inter-Bank Offered Rate (“LIBOR”) indexed term loans, in the aggregate principal amount of $ 750 million, to SOFR indexed rates.
−Removed: In conjunction with amending our Term Loan Agreement, we also concurrently modified the benchmark rate from LIBOR to Daily Simple SOFR in our active interest rate swap agreements with a total notional amount of $ 750 million.
−Removed: The conversion of these debt and interest rate swap instruments did not have a material impact on our financial position or operating results.
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: As of December 31, 2022, our forward-starting interest rate swap agreements with a total notional amount of $ 150 million continue to use LIBOR as the interest rate benchmark.
INTEREST RATE SWAPS
6 unchanged sentences
April 2016 10 years 100,000 Incremental Term Loan 1.51 % 1.75 % 3.26 %
−Removed: May 2021 (d) 7 years 200,000 2021 Incremental Term Loan Facility
+Added: May 2021 7 years 200,000 2021 Incremental Term Loan Facility
0.67 % 1.65 % 2.32 %
−Removed: December 2022 (e) 5 years 100,000 2022 Incremental Term Loan Facility
+Added: December 2022 5 years 100,000 2022 Incremental Term Loan Facility
3.72 % 1.70 % 5.42 %
(a) All interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
−Removed: (b) Includes the SOFR Credit Spread Adjustment component allotted to banks during the transition from LIBOR period.
+Added: (b) Includes the SOFR Credit Spread Adjustment component of 0.1 %.
(c) Rate is before estimated patronage payments.
−Removed: (d) On February 1, 2022, our $ 200 million notional forward-starting interest rate swap matured into an active interest rate swap.
−Removed: See Note 7 - Debt for additional information.
−Removed: (e) On December 1, 2022 our $ 100 million notional forward-starting interest rate swap matured into an active interest rate swap.
−Removed: See Note 7 - Debt for additional information.
FORWARD-STARTING INTEREST RATE SWAPS
+Added: In March 2023, we modified our benchmark rates from LIBOR to Daily Simple SOFR for our forward-starting interest rate swaps, resulting in slightly favorable fixed rates.
+Added: In May 2023, we entered into a new $ 50 million forward-starting interest rate swap, benchmarked to Daily Simple SOFR.
The following table contains information on the outstanding forward-starting interest rate swaps as of December 31, 2023:
3 unchanged sentences
May 2020 4 years 50,000 0.64 % Term Credit Agreement August 2024 N/A
+Added: May 2023 4 years 50,000 3.29 % Term Credit Agreement August 2024 N/A
(a) All forward-starting interest rate swaps have been designated as interest rate cash flow hedges and qualify for hedge accounting.
−Removed: CARBON OPTIONS
−Removed: The New Zealand subsidiary enters into carbon options from time to time to sell carbon assets.
−Removed: 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.
−Removed: As of December 31, 2022, all existing carbon option contracts have expired.
+Added: 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, 2023, 2022 and 2021:
+Added: Location on Statement of Income and Comprehensive Income 2023 2022 2021
+Added: Derivatives designated as cash flow hedges:
+Added: Foreign currency exchange contracts Other comprehensive (loss) income ($ 69 ) $ 5,093 ($ 10,939 )
+Added: Other operating (expense) income, net 7,522 ( 7,682 ) 2,974
+Added: Foreign currency option contracts Other comprehensive (loss) income 558 610 ( 2,733 )
+Added: Other operating (expense) income, net 446 — 1,177
+Added: Interest rate products Other comprehensive (loss) income 10,265 75,006 52,478
+Added: Interest expense, net ( 26,311 ) 2,459 14,694
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: 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, 2022, 2021 and 2020.
−Removed: Location on Statement of Income and Comprehensive Income 2022 2021 2020
−Removed: Derivatives designated as cash flow hedges:
−Removed: Foreign currency exchange contracts Other comprehensive income (loss) $ 5,093 ($ 10,939 ) $ 7,699
−Removed: Other operating income, net ( 7,682 ) 2,974 ( 2,323 )
−Removed: Foreign currency option contracts Other comprehensive income (loss) 610 ( 2,733 ) 1,181
−Removed: Other operating income, net — 1,177 30
−Removed: Interest rate products Other comprehensive income (loss) 75,006 52,478 ( 76,567 )
−Removed: Interest expense, net 2,459 14,694 10,769
−Removed: Derivatives not designated as hedging instruments:
−Removed: Carbon options Interest and other miscellaneous income, net — — $ 563
During the next 12 months, the amount of the AOCI balance, net of tax, expected to be reclassified into earnings is a gain of approximately $ 23.0 million.
32 unchanged sentences
Other non-current liabilities ( 789 ) ( 1,281 )
−Removed: Interest rate swaps Other assets 60,843 —
+Added: Interest rate swaps Other current assets 5,742 —
+Added: Other assets 37,983 60,843
Other non-current liabilities ( 546 ) ( 51 )
Forward-starting interest rate swaps Other assets 12,790 11,939
+Added: Other non-current liabilities ( 8 ) —
Total derivative contracts:
26 unchanged sentences
Asset (Liability) (a) Level 1 Level 2 Level 1 Level 2
−Removed: Cash and cash equivalents, excluding Timber Funds $ 114,255 $ 114,255 — $ 358,680 $ 358,680 —
−Removed: Cash and cash equivalents, Timber Funds — — — 3,493 3,493 —
−Removed: Restricted cash, Timber Funds (b) — — — 6,341 6,341 —
−Removed: Restricted cash, excluding Timber Funds (c) 1,152 1,152 — 625 625 —
−Removed: Current maturities of long-term debt (d) — — — ( 124,965 ) — ( 125,288 )
−Removed: Long-term debt (d) ( 1,514,721 ) — ( 1,438,736 ) ( 1,242,819 ) — ( 1,245,148 )
−Removed: Interest rate swaps (e) 60,792 — 60,792 ( 15,582 ) — ( 15,582 )
−Removed: Forward-starting interest rate swaps (e) 11,939 — 11,939 11,482 — 11,482
−Removed: Foreign currency exchange contracts (e) ( 4,539 ) — ( 4,539 ) ( 1,948 ) — ( 1,948 )
−Removed: Foreign currency option contracts (e) 569 — 569 ( 42 ) — ( 42 )
−Removed: Noncontrolling interests in the operating partnership (f) 105,763 105,763 — 133,823 133,823 —
+Added: Cash and cash equivalents $ 207,696 $ 207,696 — $ 114,255 $ 114,255 —
+Added: Restricted cash (b) 678 678 — 1,152 1,152 —
+Added: Long-term debt (c) ( 1,365,773 ) — ( 1,299,951 ) ( 1,514,721 ) — ( 1,438,736 )
+Added: Interest rate swaps (d) 43,179 — 43,179 60,792 — 60,792
+Added: Forward-starting interest rate swaps (d) 12,782 — 12,782 11,939 — 11,939
+Added: Foreign currency exchange contracts (d) 2,916 — 2,916 ( 4,539 ) — ( 4,539 )
+Added: Foreign currency option contracts (d) 1,572 — 1,572 569 — 569
+Added: Noncontrolling interests in the operating partnership (e) 81,651 — 81,651 105,763 — 105,763
(a) We did not have Level 3 assets or liabilities at December 31, 2023 and 2022.
−Removed: (b) Restricted cash, Timber Funds represents the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests.
−Removed: See Note 21 - Restricted Cash for additional information.
−Removed: (c) Restricted cash, excluding Timber Funds represents proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow.
+Added: (b) Restricted cash represents proceeds from like-kind exchange sales deposited with a third-party intermediary and cash held in escrow.
See Note 21 — Restricted Cash for additional information.
−Removed: (d) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt.
+Added: (c) The carrying amount of long-term debt is presented net of deferred financing costs and unamortized discounts on non-revolving debt.
See Note 7 — Debt for additional information.
−Removed: (e) See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.
−Removed: (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.
+Added: (d) See Note 8 — Derivative Financial Instruments and Hedging Activities for information regarding the Consolidated Balance Sheets classification of our derivative financial instruments.
+Added: (e) 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.
1 unchanged sentence
See Note 5 — Noncontrolling Interests for additional information.
−Removed: RAYONIER INC.
−Removed: AND SUBSIDIARIES
−Removed: RAYONIER, L.P.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
−Removed: (Dollar amounts in thousands unless otherwise stated)
We use the following methods and assumptions in estimating the fair value of our financial instruments:
7 unchanged sentences
common shares.
+Added: RAYONIER INC.
+Added: AND SUBSIDIARIES
+Added: RAYONIER, L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollar amounts in thousands unless otherwise stated)
At December 31, 2023, the future minimum payments under non-cancellable commitments were as follows:
−Removed: Environmental Remediation (a) Development Projects (b) Commitments (c) Total
+Added: Environmental Remediation (a) Real Estate Projects (b) Commitments (c) Total
2024 $ 11,793 $ 33,364 $ 9,962 $ 55,119
8 unchanged sentences
(b) Primarily consisting of payments expected to be made on our Wildlight and Heartwood development projects.
−Removed: (c) Commitments include payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.
+Added: (c) Commitments include $ 8.4 million related to pension plan termination, payments expected to be made on financial instruments (foreign exchange contracts) and other purchase obligations.
+Added: See Note 18 — Employee Benefit Plans for additional information on the pension plan termination.
CONTINGENCIES
2 unchanged sentences
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.
−Removed: ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
+Added: ENVIRONMENTAL AND NATURAL RESOURCE DAMAGE LIABILITIES
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
Changes in environmental and NRD liabilities from December 31, 2022 to December 31, 2023 are shown below:
8 unchanged sentences
Non-current portion at December 31, 2023
−Removed: (a) Increase in liabilities includes $ 4.9 million related to revised environmental and NRD cost estimates recorded in the fourth quarter of 2022.
+Added: (a) The increase in liabilities reflects revised environmental and NRD cost estimates recorded during the year ended December 31, 2023.
We periodically examine whether the contingent liabilities related to the environmental matters described above are probable and reasonably estimable based on experience and ongoing developments in those matters, including continued study and analysis of ongoing remediation obligations.
−Removed: During the three months ended December 31, 2022, with the assistance of independent environmental consultants and taking into consideration inflation, investigation and remediation actions previously completed, new information available during the period and ongoing discussions with the Trustees, we completed a comprehensive long-term analysis and cost assessment related to our ongoing environmental remediation and NRD obligations.
+Added: During the year ended December 31, 2023, with the assistance of independent environmental consultants and taking into consideration inflation, investigation and remediation actions previously completed, new information available during the period and ongoing discussions with the Trustees, we completed a comprehensive long-term analysis and cost assessment related to our ongoing environmental remediation and NRD obligations.
As a result of this analysis, we increased the accrual for environmental and NRD liabilities by $ 1.4 million, which are recorded on an undiscounted basis.
−Removed: We expect to pay the amounts recorded over an estimated period of up to 20 years .
It is expected that the upland millsite cleanup and NRD restoration will occur over the next one to two years , while the monitoring of the Port Gamble Bay, mill site and landfills will continue for an additional 15 to 20 years.
22 unchanged sentences
The guarantees are not subject to measurement, as the guarantees are dependent on our own performance.
−Removed: (b) Approximately $ 2.9 million of the standby letters of credit serve as credit support for real estate construction at the Company’s Wildlight development project.
−Removed: The remaining letters of credit support various insurance related agreements, primarily workers’ compensation.
+Added: (b) Approximately $ 9.2 million of the standby letters of credit serve as credit support for real estate construction in our Wildlight development project.
+Added: The remaining letters of credit support various insurance related agreements.
These letters of credit will expire at various dates during 2024 and will be renewed as required.
−Removed: (c) 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 our Heartwood development project in Richmond Hill, Georgia.
+Added: (c) Surety bonds are issued primarily to secure performance obligations related to various operational activities and to provide collateral for our Wildlight development project in Nassau County, Florida and our Heartwood development project in Richmond Hill, Georgia.
These surety bonds expire at various dates during 2024, 2025, and 2026 and are expected to be renewed as required.
108 unchanged sentences
Separation of lease and non-lease components 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.
−Removed: OTHER OPERATING INCOME (EXPENSE), NET
−Removed: The following table provides the composition of Other operating income (expense), net for the three years ended December 31:
+Added: OTHER OPERATING (EXPENSE) INCOME, NET
+Added: The following table provides the composition of Other operating (expense) income, net for the three years ended December 31:
2023 2022 2021
3 unchanged sentences
Log trading marketing fees — — 6
−Removed: Cost related to the merger with Pope Resources (b) — — ( 17,166 )
−Removed: Equity income (loss) related to Bainbridge Landing LLC joint venture (c) 15,477 102 ( 721 )
−Removed: Miscellaneous expense, net ( 562 ) ( 404 ) ( 472 )
+Added: Equity income related to Bainbridge Landing LLC joint venture (b) — 15,477 102
+Added: Miscellaneous income (expense), net 115 ( 562 ) ( 404 )
($ 8,306 ) $ 9,704 $ 14,084
(a) Gain on investment in Timber Funds represents the gain recognized on the sale of rights to manage two timber funds (Funds III and IV) previously managed by the Company’s Olympic Resources Management (ORM) subsidiary, as well as its co-investment stake in both funds.
−Removed: (b) Includes legal, accounting, due diligence, consulting and other costs related to the merger with Pope Resources.
−Removed: (c) The year ended December 31, 2022 includes $ 16.0 million equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.
+Added: (b) The year ended December 31, 2022 includes $ 16.0 million of equity income from the sale of a multi-family apartment complex in Bainbridge Island, Washington.
As the equity investment was co-owned with outside investors, $ 4.5 million of the equity income was attributable to Rayonier.
8 unchanged sentences
DEFINED BENEFIT PLANS
−Removed: 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.
+Added: 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 plans.
We closed enrollment in the pension plans to salaried employees hired after December 31, 2005.
4 unchanged sentences
Changes in assumptions, as well as changes in actual experience, could cause the estimates to change.
−Removed: In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit Plan.
−Removed: Impacted parties were notified on or before December 28, 2022 of the termination and alternative distribution options.
−Removed: The plan is expected to be terminated in the first quarter of 2023.
−Removed: In conjunction with the termination of the Defined Benefit Plan, we also plan to terminate the unfunded plan and distribute all benefits in accordance with Section 409A of the Code.
−Removed: We expect to recognize pre-tax non-cash pension settlement charges related to the actuarial losses currently in AOCI, upon settlement of the obligations of the Defined Benefit Plan.
+Added: In December 2022, the Rayonier Board of Directors approved the resolution to terminate the Defined Benefit Plan and notified impacted parties of the termination and alternative distribution options.
+Added: The Defined Benefit Plan was terminated on February 28, 2023.
+Added: On July 20, 2023, the Rayonier Board of Directors approved the resolution to terminate the unfunded plan and will distribute all benefits in accordance with Section 409A of the Internal Revenue Code.
+Added: The unfunded plan was terminated on July 31, 2023.
+Added: In the fourth quarter of 2023, distributions were made to settle the obligation with participants in the Defined Benefit Plan electing the lump sum distribution option.
+Added: The settlement resulted in the recognition of a $ 2.0 million loss.
+Added: The loss was recognized in the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income.
+Added: We expect to recognize additional pre-tax non-cash pension settlement charges related to the actuarial losses in AOCI upon settlement of the remaining obligations of the Defined Benefit and Excess Benefit Plans.
These charges are currently expected to occur in 2024, with the specific timing and final amounts dependent upon several factors.
+Added: See Note 24 — Accumulated Other Comprehensive Income for additional information.
+Added: RAYONIER INC.
+Added: AND SUBSIDIARIES
+Added: RAYONIER, L.P.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
+Added: (Dollar amounts in thousands unless otherwise stated)
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:
5 unchanged sentences
Interest cost 3,374 2,434 70 51
−Removed: Actuarial gain ( 22,376 ) ( 5,112 ) ( 513 ) ( 35 )
+Added: Actuarial loss (gain) 4,356 ( 22,376 ) 10 ( 513 )
Benefits paid ( 3,924 ) ( 3,609 ) ( 14 ) ( 14 )
Expenses paid ( 653 ) ( 186 ) — —
+Added: Settlement ( 10,073 ) — — —
Projected benefit obligation at end of year $ 63,142 $ 70,062 $ 1,491 $ 1,421
5 unchanged sentences
Other expense ( 653 ) ( 186 ) — —
+Added: Settlement ( 10,073 ) — — —
Fair value of plan assets at end of year $ 54,750 $ 62,843 — —
6 unchanged sentences
Net amount recognized ($ 8,392 ) ($ 7,219 ) ($ 1,491 ) ($ 1,421 )
+Added: 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:
+Added: Projected benefit obligation $ 63,142 $ 70,062
+Added: Accumulated benefit obligation 63,142 70,062
+Added: Accumulated postretirement benefit obligation 1,491 1,421
+Added: Fair value of plan assets 54,750 62,843
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: 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:
−Removed: Projected benefit obligation $ 70,062 $ 93,799
−Removed: Accumulated benefit obligation 70,062 93,799
−Removed: Accumulated postretirement benefit obligation 1,421 1,890
−Removed: Fair value of plan assets 62,843 85,079
ACTUARIAL (GAIN) LOSS
Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows:
−Removed: • Changes in participant demographics resulted in an actuarial gain of approximately $ 0.6 million, which is primarily due to higher than expected mortality among participants.
−Removed: • Changes in contingent survivor mortality resulted in an actuarial loss of approximately $ 0.5 million.
−Removed: • Changes in the discount rate from 2.65 % to 4.96 % resulted in an actuarial gain of approximately $ 22.4 million.
−Removed: • Changes in plan assets during the fiscal year ending December 31, 2022 resulted in an investment loss of $ 22.0 million, which is due to the difference between the 4.97 % expected return compared to the actual return of ( 22.26 %).
+Added: • Changes in participant demographics resulted in an actuarial loss of approximately $ 0.4 million.
+Added: • Changes in the discount rate resulted in an actuarial gain of approximately $ 0.2 million.
+Added: • Changes in plan assets during the fiscal year ending December 31, 2023 resulted in an investment gain of $ 2.9 million, which is due to the difference between the 4.97 % expected return compared to the actual return of 10.77 %.
+Added: • Liability adjustment of 5 % for in-pay participants and 20 % for not-in-pay participants resulted in an actuarial loss of approximately $ 4.2 million.
POSTRETIREMENT
−Removed: Key components of the actuarial gains and losses contributing to the period change in the benefit obligation are as follows:
−Removed: • Introduction of an expected salary increase rate of 3.50 % resulted in an actuarial loss of $ 0.1 million.
−Removed: • Changes in the discount rate from 2.75 % to 5.01 % resulted in an actuarial gain of approximately $ 0.6 million.
+Added: The actuarial gains and losses contributing to the period change in the benefit obligation were not material.
OTHER COMPREHENSIVE INCOME
2 unchanged sentences
2023 2022 2021 2023 2022 2021
−Removed: Net gains (losses) $ 362 $ 11,262 ($ 1,587 ) $ 512 $ 40 ($ 207 )
+Added: Net (losses) gains ($ 1,438 ) $ 362 $ 11,262 ($ 11 ) $ 512 $ 40
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:
1 unchanged sentence
2023 2022 2021 2023 2022 2021
−Removed: Amortization of losses (gains) $ 738 $ 1,154 $ 861 $ 15 $ 20 $ 8
+Added: Amortization of losses $ 6 $ 738 $ 1,154 — $ 15 $ 20
+Added: Net settlement loss $ 2,036 — — — — —
RAYONIER INC.
11 unchanged sentences
AOCI ($ 9,707 ) ($ 10,311 ) $ 91 $ 102
−Removed: NET PENSION AND POSTRETIREMENT BENEFIT (CREDIT) COST
−Removed: The following tables set forth the components of net pension and postretirement benefit (credit) cost that have been recognized during the three years ended December 31:
+Added: NET PENSION AND POSTRETIREMENT BENEFIT COST (CREDIT)
+Added: 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
2023 2022 2021 2023 2022 2021
−Removed: Components of Net Periodic Benefit (Credit) Cost
+Added: Components of Net Periodic Benefit Cost (Credit)
Service cost — — — $ 4 $ 7 $ 8
1 unchanged sentence
Expected return on plan assets ( 3,439 ) ( 3,486 ) ( 3,746 ) — — —
−Removed: Amortization of losses (gains) 738 1,154 861 15 20 8
−Removed: Net periodic benefit (credit) cost ($ 314 ) ($ 364 ) $ 63 $ 73 $ 73 $ 65
+Added: Amortization of losses 6 738 1,154 — 15 20
+Added: Settlement expense
+Added: 2,036 — — — — —
+Added: Net periodic benefit cost (credit) $ 1,977 ($ 314 ) ($ 364 ) $ 74 $ 73 $ 73
The service cost component of our benefit expense is recorded within the operating expense line item “Selling and general expenses” within the Consolidated Statements of Income.
−Removed: All other components of the benefit costs expense are included within the “Interest and miscellaneous income, net” line item of the Consolidated Statements of Income.
+Added: All other components of the benefit costs expense are included within the “Interest and other miscellaneous income, net” line item of the Consolidated Statements of Income.
VALUATION ASSUMPTIONS
8 unchanged sentences
DISCOUNT RATE
−Removed: At December 31, 2022, the pension plan’s discount rate was 5.0 %.
−Removed: The discount rate is derived from the Financial Times Stock Exchange (FTSE) Pension Discount Curve (f/k/a Citigroup).
−Removed: The Pension Discount Curve (PDC) is a set of yields on hypothetical AA, zero coupon bonds whose maturities range from 6 months up to 30 years.
−Removed: The yields of the PDC are used to discount pension liabilities.
−Removed: The PDC is calculated based on a universe of AA rated corporate bonds from the FTSE US Broad Investment-Grade Bond Index and the yields of the FTSE Treasury model curve.
+Added: At December 31, 2023, the pension plan’s weighted average discount rate was 4.99 %.
+Added: The discount rate for the defined benefit pension plan is derived from the Financial Times Stock Exchange (FTSE) Above Median AA Yield Curve, which serves as a proxy for interest rates used by annuity providers.
+Added: The discount rate for the unfunded plan was based on the single effective interest rate that produced the same present value as that produced by the Plan’s expected benefit payments when discounted using the Internal Revenue Code Section 417(e) segment rates applicable for lump sum payments in 2024.
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: The pension plan's future expected cash flows are then matched to the spot rates on the yield curve and a single equivalent discount rate is determined, which produces the same present value as the spot rates.
EXPECTED LONG-TERM RETURN ON PLAN ASSETS
36 unchanged sentences
Our expected benefit payments to be made for the next 10 years are as follows:
−Removed: Benefits Postretirement
−Removed: 2023 $ 3,999 $ 50
−Removed: 2024 4,180 53
−Removed: 2025 4,338 57
−Removed: 2026 4,478 62
+Added: Benefits (a) Postretirement
2024 $ 63,142 $ 52
2029-2033 — 414
+Added: (a) Reflects the expected settlement of the Defined Benefit Plan and Excess Benefit Plan in 2024.
We expect to make cash contributions in 2024 of approximately $ 7.2 million in order to fund the Defined Benefit Plan on a plan termination basis.
−Removed: The Defined Benefit Plan will be settled upon completion of lump sum distributions and purchase of annuity contracts.
+Added: The Defined Benefit Plan will be settled upon completion of the purchase of annuity contracts.
+Added: The settlement is expected to be completed by the end of June 30, 2024.
The Excess Benefit Plan will be settled entirely with lump sum payments upon termination with expected cash contributions in 2024 of approximately $ 1.2 million.
−Removed: Projected cash contributions are an estimate, as actual amounts will be dependent upon the nature and timing of participant settlements, interest rates, as well as prevailing market conditions.
+Added: Projected cash contributions are an estimate, as actual amounts and timing are dependent upon several factors.
DEFINED CONTRIBUTION PLANS
12 unchanged sentences
INCENTIVE STOCK PLANS
−Removed: 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.
+Added: The 2023 Rayonier Incentive Stock Plan (the “Stock Plan”) was approved by shareholders on May 18, 2023.
+Added: The Stock Plan allows for up to 3.0 million shares to be granted for options, rights, performance shares, restricted stock, restricted stock units, other stock-based awards or any combination of the foregoing, subject to certain limitations.
At December 31, 2023, a total of 2.5 million shares were available for future grants under the Stock Plan.
−Removed: 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.
−Removed: 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.
+Added: Grants can no longer be made under prior plans.
+Added: Under the Stock Plan, shares available for issuance may be increased by awards made under the Stock Plan, or awards granted under a prior plan, that are forfeited, terminated, expire unexercised, are settled in cash in lieu of stock, are exchanged for other awards or are released from a reserve for failure to meet the maximum payout under a program.
+Added: In the event that withholding tax liabilities arising from an award under this Stock Plan, other than options or stock appreciation rights, are satisfied in shares, the shares available under the Stock Plan will be increased.
+Added: We issue new common shares upon the exercise of stock options, the granting of restricted stock, and the vesting of performance shares and restricted stock units.
The Stock Plan allows for the cash settlement of the required withholding tax on share or unit awards.
4 unchanged sentences
Timber and Timberlands, net (a) 306 363 206
−Removed: Other operating expense, net (b) — — 324
Total stock-based compensation $ 14,002 $ 12,356 $ 9,277
−Removed: Tax benefit recognized related to stock-based compensation expense (c) $ 603 $ 487 $ 421
+Added: Tax benefit recognized related to stock-based compensation expense (b) $ 677 $ 603 $ 487
(a) Represents amounts capitalized as part of the overhead allocation of timber-related costs.
−Removed: (b) Represents expense associated with the acceleration of share-based compensation on Pope replacement awards related to qualifying terminations.
−Removed: (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.
+Added: (b) 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
−Removed: RESTRICTED STOCK & RESTRICTED STOCK UNITS
+Added: RESTRICTED STOCK UNITS & RESTRICTED STOCK
Restricted stock units granted to employees under the Stock Plan generally vest in fourths on the first, second, third and fourth anniversary of the grant date.
6 unchanged sentences
Accordingly, unexpected forfeitures will lower stock-based compensation during the period in which they occur.
−Removed: As of December 31, 2022, there was $ 0.1 million of unrecognized compensation cost attributable to our restricted stock.
−Removed: We expect to recognize this cost over a weighted average period of 5 months.
As of December 31, 2023, there was $ 7.3 million of unrecognized compensation cost attributable to our restricted stock units.
We expect to recognize this cost over a weighted average period of 1.9 years.
+Added: As of December 31, 2023, there was no unrecognized compensation cost attributable to our restricted stock.
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: A summary of our restricted stock is presented below:
−Removed: 2022 2021 2020
−Removed: Restricted shares granted (a) 22,800 22,140 100,452
−Removed: Weighted average price of restricted shares granted $ 38.60 $ 37.36 $ 23.15
−Removed: Intrinsic value of restricted stock outstanding (b) $ 620 $ 3,062 $ 4,666
−Removed: Grant date fair value of restricted stock vested 2,478 3,121 2,755
−Removed: Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested 708 869 566
−Removed: (a) The year ended December 31, 2020 includes 69,176 replacement awards issued as a result of the merger with Pope Resources.
−Removed: (b) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2022.
−Removed: Shares Weighted
−Removed: Average Grant
−Removed: Date Fair Value
−Removed: Non-vested Restricted Shares at January 1, 75,862 $ 29.29
−Removed: Granted 22,800 38.60
−Removed: Vested (a) ( 78,607 ) 31.52
−Removed: Cancelled ( 1,247 ) 24.32
−Removed: Non-vested Restricted Shares at December 31, 18,808 $ 31.58
−Removed: (a) The year ended December 31, 2022 includes 3,718 replacement awards vested as a result of acceleration due to qualifying terminations.
A summary of our restricted stock units is presented below:
14 unchanged sentences
Non-vested Restricted Stock Units at December 31, 480,925 $ 32.74
+Added: A summary of our restricted stock is presented below:
+Added: 2023 2022 2021
+Added: Restricted shares granted 36,403 22,800 22,140
+Added: Weighted average price of restricted shares granted $ 30.22 $ 38.60 $ 37.36
+Added: Intrinsic value of restricted stock outstanding (a) $ 66 $ 620 $ 3,062
+Added: Grant date fair value of restricted stock vested 1,647 2,478 3,121
+Added: Cash used to purchase common shares from current and former employees to pay withholding tax requirements on restricted shares vested 208 708 869
+Added: (a) Intrinsic value of restricted stock outstanding is based on the market price of the Company’s stock at December 31, 2023.
+Added: Shares Weighted
+Added: Average Grant
+Added: Date Fair Value
+Added: Non-vested Restricted Shares at January 1, 18,808 $ 31.58
+Added: Granted 36,403 30.22
+Added: Vested ( 53,238 ) 30.93
+Added: Non-vested Restricted Shares at December 31, 1,973 $ 24.01
RAYONIER INC.
38 unchanged sentences
Risk-free rate 3.7 % 2.6 % 0.4 %
−Removed: Liquidity discount applied to grants with a post-vesting holding restriction (a) 4.2 % 6.3 % n/a
−Removed: (a) One-year post-vest holding requirement began in grant year 2021.
+Added: Liquidity discount applied to grants with a post-vesting holding restriction 4.7 % 4.2 % 6.3 %
RAYONIER INC.
61 unchanged sentences
REIT Built-in Gain — — ( 2,516 ) ( 1.9 ) ( 2,215 ) ( 1.0 )
−Removed: State Net Operating Loss — — — — 1,118 3.0
−Removed: Prepaid land sales — — — — ( 1,084 ) ( 2.9 )
Foreign income tax withholding ( 1,148 ) ( 0.6 ) ( 1,239 ) ( 0.9 ) ( 505 ) ( 0.2 )
18 unchanged sentences
New Zealand subsidiary 19,717 20,753
−Removed: CBPC tax credit carry forwards 13,688 13,701
+Added: Cellulosic Biofuel Producer Credit tax credit carry forwards 13,688 13,688
Capitalized real estate costs 4,564 2,457
TRS net operating loss 30,061 23,885
−Removed: Land basis difference — 9,061
Other 5,073 4,808
12 unchanged sentences
U.S State NOL Carryforwards (b) 4,112 Various
−Removed: Cellulosic Biofuel Producer Credit (c) 13,688 2024
+Added: Cellulosic Biofuel Producer Credit 13,688 2024
Federal NOL Carryforwards- Post TCJA (a) $ 20,538 None
U.S State NOL Carryforwards (b) 3,347 Various
−Removed: Cellulosic Biofuel Producer Credit (c) 13,701 2023
+Added: Cellulosic Biofuel Producer Credit 13,688 2024
(a) The Tax Cuts and Jobs Act (TCJA) was signed into law on December 22, 2017.
3 unchanged sentences
No state NOL is set to expire before December 31, 2033.
−Removed: (c) The Inflation Reduction Act of 2022 was signed into law on August 16, 2022.
−Removed: The Inflation Reduction Act of 2022 temporarily extended existing fuels tax credits that previously expired or were set to expire at the end of 2023.
−Removed: The Cellulosic Biofuel Producer Credit was one of the credits extended under this act.
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.
17 unchanged sentences
2023 2022 2021
−Removed: Total dividends/distributions paid per common share/unit
+Added: Total dividends/distributions paid per common share/unit (a)
$ 1.34 $ 1.125 $ 1.08
1 unchanged sentence
Capital gain 100 % 100 % 100 %
+Added: (a) The year ended December 31, 2023 includes an additional cash dividend of $ 0.20 per common share.
+Added: The dividend was payable January 12, 2024, to shareholders of record on December 29, 2023.
+Added: This additional cash dividend will be considered a 2023 distribution for federal income tax purposes.
RESTRICTED CASH
−Removed: Restricted cash, Timber Funds includes the portion of proceeds from Fund II Timberland Dispositions required to be distributed to noncontrolling interests.
−Removed: As of December 31, 2022, all proceeds from Fund II Timberland Dispositions have been distributed to noncontrolling interests.
−Removed: Restricted cash, excluding Timber Funds includes cash deposited with a like-kind exchange (“LKE”) intermediary.
+Added: Restricted cash includes cash deposited with a like-kind exchange (“LKE”) intermediary.
In order to qualify for LKE treatment, the proceeds from real estate sales must be deposited with a third-party intermediary.
1 unchanged sentence
In the event LKE purchases are not completed, the proceeds are returned to the Company after 180 days and reclassified as available cash.
−Removed: Additionally, restricted cash, excluding Timber Funds, includes balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.
−Removed: The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows for the years ended December 31:
−Removed: Restricted cash, excluding Timber Funds:
+Added: Additionally, restricted cash includes cash balances held in escrow as collateral for certain contractual obligations related to our Heartwood development project as well as cash held in escrow for real estate sales.
+Added: The following table provides a reconciliation of cash, cash equivalents and restricted cash in the Consolidated Balance Sheets that sum to the total of the same such amounts in the Consolidated Statements of Cash Flows for the two years ended December 31:
+Added: Restricted cash:
Restricted cash deposited with LKE intermediary $ 2 $ 527
Restricted cash held in escrow 676 625
−Removed: Total restricted cash shown in the Consolidated Balance Sheets, excluding Timber Funds 1,152 625
−Removed: Restricted cash shown in the Consolidated Balance Sheets, Timber Funds — 6,341
+Added: Total restricted cash shown in the Consolidated Balance Sheets 678 1,152
Cash and cash equivalents 207,696 114,255
14 unchanged sentences
Goodwill (b) 7,822 7,863
−Removed: Pacific Northwest long-term prepaid roads (b) 5,857 4,131
New Zealand long-term secondary roads (b) 5,995 6,971
+Added: Equity investments (c) 5,947 —
Capitalized software costs (b) 5,427 5,795
−Removed: Carbon credits (c) 1,086 1,956
+Added: Pacific Northwest long-term prepaid roads (b) 5,354 5,857
Rabbi trusts related to the Executive Severance Pay Plan (d) 1,962 1,869
Deferred financing costs related to revolving debt (b) 604 854
−Removed: Long-term prepaid stumpage (b) 713 1,461
+Added: Carbon credits (e) 419 1,086
+Added: Long-term prepaid stumpage 260 713
Long-term deposits 135 212
−Removed: Other 173 1,152
Total $ 97,555 $ 115,481
−Removed: (a) See Note 1 — Summary of Significant Accounting Policies and Note 8 — Derivative Financial Instruments and Hedging Activitie s for further information on derivatives including their classification on the Consolidated Balance Sheets.
+Added: (a) See Note 1 — Summary of Significant Accounting Policies and Note 8 — Derivative Financial Instruments and Hedging Activities for further information on derivatives including their classification on the Consolidated Balance Sheets.
(b) See Note 1 — Summary of Significant Accounting Policies for additional information.
−Removed: (c) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.
+Added: (c) Represents the cost basis in four joint venture entities by our New Zealand subsidiary, reflecting investments made for the establishment and enhancement of timber assets which the joint ventures will monetize upon maturation of the timber.
(d) The Executive Severance Pay Plan provides benefits to eligible executives in the event of a change in control of the Company.
+Added: (e) See Note 1 — Summary of Significant Accounting Policies and Note 15 — Inventory for additional information on carbon credits.
Changes in goodwill for the years ended December 31, 2023 and 2022 were:
2 unchanged sentences
Changes to carrying amount
−Removed: Acquisitions — —
−Removed: Impairment — —
Foreign currency adjustment ( 41 ) ( 594 )
1 unchanged sentence
$ 7,822 $ 7,863
−Removed: Changes in the basis of carbon credits for the years ended December 31, 2022 and 2021 were:
−Removed: Balance, January 1 $ 1,956 $ 1,346
−Removed: Changes to carrying amount
−Removed: Acquisitions — 698
−Removed: Sales ( 309 ) —
−Removed: Transfers to inventory ( 474 )
−Removed: Foreign currency adjustment ( 87 ) ( 88 )
−Removed: Balance, December 31 (net of $ 0 of accumulated impairment)
−Removed: $ 1,086 $ 1,956
RAYONIER INC.
4 unchanged sentences
(Dollar amounts in thousands unless otherwise stated)
−Removed: ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
+Added: ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table summarizes the changes in AOCI by component for the years ended December 31, 2023 and 2022.
3 unchanged sentences
Balance as of December 31, 2021 $ 4,215 $ 1,321 ($ 9,163 ) ($ 11,836 ) ($ 15,463 ) ($ 4,141 ) ($ 19,604 )
−Removed: Other comprehensive (loss) income before reclassifications
−Removed: ( 18,487 ) — 44,899 (a) 11,302 37,714 — 37,714
−Removed: Amounts reclassified from accumulated other comprehensive income (loss) — — 16,994 1,174 (b) 18,168 ( 1,601 ) 16,567
+Added: Other comprehensive (loss) income before reclassifications ( 22,282 ) — 78,166 (a) 874 56,758 ( 1,323 ) 55,435
+Added: Amounts reclassified from accumulated other comprehensive income — — ( 1,799 ) 753 (b) ( 1,046 ) 1,028 ( 18 )
Net other comprehensive (loss) income ( 22,282 ) — 76,367 1,627 55,712 ( 295 ) 55,417
Balance as of December 31, 2022 ($ 18,067 ) $ 1,321 $ 67,204 ($ 10,209 ) $ 40,249 ($ 4,436 ) $ 35,813
−Removed: Other comprehensive (loss) income before reclassifications
−Removed: ( 22,282 ) — 78,166 (a) 874 56,758 ( 1,323 ) 55,435
−Removed: Amounts reclassified from accumulated other comprehensive (loss) income
−Removed: — — ( 1,799 ) 753 (b) ( 1,046 ) 1,028 ( 18 )
+Added: Other comprehensive (loss) income before reclassifications ( 1,466 ) — 10,537 (a) ( 1,449 ) 7,622 ( 75 ) 7,547
+Added: Amounts reclassified from accumulated other comprehensive income — — ( 21,895 ) 2,042 (b) ( 19,853 ) 1,144 ( 18,709 )
Net other comprehensive (loss) income ( 1,466 ) — ( 11,358 ) 593 ( 12,231 ) 1,069 ( 11,162 )
2 unchanged sentences
See Note 8 — Derivative Financial Instruments and Hedging Activities for additional information.
−Removed: (b) This component of other comprehensive income (loss) is included in the computation of net periodic pension and post-retirement costs.
+Added: (b) This component of other comprehensive income is included in the computation of net periodic pension and post-retirement costs.
+Added: The year ended December 31, 2023 includes a $ 2.0 million pension settlement charge.
See Note 18 — Employee Benefit Plans for additional information.
The following table presents details of the amounts reclassified in their entirety from AOCI to net income for the years ended December 31, 2023 and 2022:
−Removed: Details about accumulated other comprehensive loss components Amount reclassified from accumulated other comprehensive loss Affected line item in the income statement
−Removed: Realized (gain) loss on foreign currency exchange contracts ($ 7,682 ) $ 2,974 Other operating income (expense), net
−Removed: Realized loss on foreign currency option contracts — 1,177 Other operating income (expense), net
−Removed: Noncontrolling interest 1,768 ( 955 ) Comprehensive (income) loss attributable to noncontrolling interests
−Removed: Realized loss on interest rate contracts 2,459 14,694 Interest expense
+Added: Details about accumulated other comprehensive income components Amount reclassified from accumulated other comprehensive income Affected line item in the income statement
+Added: Realized loss (gain) on foreign currency exchange contracts $ 7,522 ($ 7,682 ) Other operating (expense) income, net
+Added: Realized loss on foreign currency option contracts 446 — Other operating (expense) income, net
+Added: Noncontrolling interest ( 1,833 ) 1,768 Comprehensive income attributable to noncontrolling interests
+Added: Realized (gain) loss on interest rate contracts ( 26,311 ) 2,459 Interest expense
Income tax effect from net (loss) gain on foreign currency contracts ( 1,719 ) 1,656 Income tax expense
−Removed: Net (gain) loss on cash flow hedges reclassified from accumulated other comprehensive income ($ 1,799 ) $ 16,994
+Added: Net gain on cash flow hedges reclassified from accumulated other comprehensive income ($ 21,895 ) ($ 1,799 )
RAYONIER INC.
13 unchanged sentences
Mattamy Contract Sales (a) — $ 916 $ 2,656
−Removed: (a) The years ended December 31, 2021 and December 31, 2020 exclude approximately $ 0.3 million and $ 0.1 million, respectively, of cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees.
−Removed: As of December 31, 2022, all lots under contract have been sold and all consideration has been received from Mattamy.
+Added: (a) The year ended December 31, 2021 excludes approximately $ 0.3 million of cash received from Mattamy Jacksonville LLC under this agreement for the reimbursement of local impact fees.
+Added: All consideration due under this contract was received from Mattamy Homes as of December 31, 2022.
+Added: There were no new agreements entered into with Mattamy Homes during the year ended December 31, 2023.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.