Mark McHugh
Analyst · Citi. Your line is open
Thanks, Dave. Before discussing our results for the quarter, I’d like to briefly comment on our recent acquisition of Pope Resources as well as some changes that we implemented this quarter to our business segments and non-GAAP measures. As Dave noted, we completed our acquisition of Pope Resources during the second quarter. The aggregate consideration paid by Rayonier to acquire all of the outstanding limited partnership units and general partnership interest of Pope consisted of $170 million dollars of cash, 7.2 million common shares of Rayonier and 4.5 million operating partnership or OP units of Rayonier LP. We also assumed or repaid approximately $110 million dollars of legacy Pope debt. The Pope Resources transaction added to our portfolio, approximately 124,000 acres of timberland in Washington, co investments in three private equity timber funds, a fund management business that oversees these private equity timber funds and an attractive pipeline of HBU opportunities in the West Puget Sound area. As a result of the Pope Resources acquisition, we have revised our reportable business segments, adding one additional segment, which we refer to as the "Timber Funds" segment. This segment reflects the operations of the private equity timber funds and fund management business acquired as part of the Pope transaction. As communicated in our earnings release, despite not having a majority interest in the three private equity timber funds, as the managing member of the funds, we are required to consolidate 100% of the fund’s operating results, assets and liabilities. As such, all three timber funds are fully consolidated into our financial statements, and the income or loss attributed to third-party investors is reflected as an adjustment in our income statement under the caption "net income or loss attributable to non-controlling interests in consolidated affiliates." Since we are required to consolidate the timber funds in our financial statements, we implemented changes to certain non-GAAP measures in order to better reflect the proportionate financial contribution from this business to Rayonier. Specifically, we have revised our definitions of pro forma revenues, pro forma operating income and Adjusted EBITDA to incorporate the "look-through" contribution from each of the three timber funds based on Rayonier’s respective ownership interest, as well as the full amount of management fees received by Rayonier for managing the timber funds. We believe that these changes will provide our investors and analysts with more useful information to assess the economic value of and contribution from the Timber Funds business to Rayonier. I’d also like to highlight that this is our first quarter reporting under the UPREIT structure, which we put in place to facilitate the Pope Resources acquisition. As noted earlier, we issued 4.5 million OP units of Rayonier LP as consideration in the acquisition. These OP units are generally considered to be economic equivalents to Rayonier common shares, and the number of such units outstanding will be reflected on the cover of our Form 10-Q and within our financial reports going forward. Also, because these units are registered securities, we will be reporting the financial results of Rayonier, L.P. within our quarterly SEC filings going forward. Please note that the only significant difference between the financial reports of Rayonier Inc. and those of Rayonier, L.P. relates to the adjustment in Rayonier Inc.’s income statement under the caption "net income attributable to non-controlling interest in the operating partnership." Lastly, we also communicated in our earnings release that effective April 1st, we changed the composition of our real estate sales categories to better align with the way we evaluate real estate sales internally. The rural category now includes all real estate sales, excluding development sales, representing a demonstrable premium above timberland value. The timberland and Non-Strategic category now includes all real estate sales representing little as no premium to timberland value. This category consists primarily of sales of property that management views as non-strategic to our long-term portfolio as well as sales of property for capital allocation purposes that did not fit the definition of a Large Disposition. In summary, we revised these categories to place a greater emphasis on premium rather than end use, which more closely aligns with how we manage the business internally. All prior period amounts have been reclassified to reflect the new composition of these sales categories. Note that the improved Development, Unimproved Development and Large Disposition categories were unchanged, and this reclassification had no impact on consolidated segment results. I’ll now switch gears and provide an overview of our second quarter results, starting on Page 5 with our financial highlights. Sales for the quarter totaled $196 million dollars, while operating income was $12 million dollars, and net income attributable to Rayonier was $2 million or $0.01 cent per share. On a pro forma basis, net income was $15 million dollars or $0.11 cents per share. The pro forma adjustment for the second quarter consisted of approximately $13 million of costs related to the merger with Pope Resources. Second quarter adjusted EBITDA of $79 million was well above the prior year quarter adjusted EBITDA of $61 million, primarily due to much stronger results in our Real Estate segment partially offset by significantly lower results in our New Zealand Timber segment due to the COVID-19 shutdown. On the bottom of Page 5, we provide an overview of our capital resources and liquidity at quarter end as well as a comparison to year end. Our Cash Available for Distribution, or CAD, for the first half of the year was $80 million dollars compared to $95 million dollars in the prior year period, primarily due to lower adjusted EBITDA, higher cash interest paid and higher cash taxes paid, partially offset by lower capital expenditures. A reconciliation of CAD to cash provided by operating activities and other GAAP measures is provided on Page 8 of the Financial Supplement. We closed the quarter with $88 million of cash and $1.3 billion dollars of debt, both of which exclude cash and debt attributable to the Timber Funds segment, which is non-recourse to Rayonier. Our quarter end debt balance reflects the credit facilities that we closed in April, which were used to fund the Pope Resources acquisition. Our net debt of $1.2 billion dollars represented 26% of our enterprise value-based on our closing stock price at quarter end. I’ll now turn the call back over to Doug to provide a more detailed review of our timber results.