Rayonier Provides Details on New Zealand Forests Sale/Investment, Exit from MDF Business, and Other Items
20 Julho 2005 - 9:48AM
Business Wire
Rayonier (NYSE:RYN) today provided additional detail on its July
15, 2005, announcement regarding its participation in a consortium
to purchase New Zealand forests, the decision to exit its non-core
medium-density fiberboard (MDF) business and the favorable
resolution of certain tax audits. New Zealand Forests Transactions
As previously announced, Rayonier (through its REIT) is
participating in a consortium, led by RREEF Infrastructure, the
global infrastructure investing arm of Deutsche Asset Management,
which on July 15, 2005, agreed to purchase 235,000 acres of New
Zealand forests from Carter Holt Harvey (CHH) for approximately
US$296 million (at a New Zealand/U.S. dollar exchange rate of .68).
The consortium also agreed to purchase Rayonier's 118,000 acres of
New Zealand forests for approximately $184 million. Rayonier will
manage the combined assets and hold an investment in the consortium
ranging from 40 to 49.7 percent, depending on additional third
party equity participation and the consortium's level of debt. The
transactions, which require the approval of the New Zealand
Overseas Investment Commission and completion of other customary
closing conditions, are expected to close in the fourth quarter.
Upon completion, the consortium with 353,000 acres will be the
third largest forest owner in New Zealand. The transactions will
result in an after-tax gain of approximately $73 million; however,
recognition of the gain under U.S. GAAP is limited to the extent of
net cash proceeds, due to Rayonier's investment in the consortium.
At a 49.7 percent equity investment, a gain of approximately $28
million, or 54 cents per share, is expected to be recognized in the
fourth quarter upon closing. The majority of the remaining $45
million gain will be recognized in subsequent years as the timber
is harvested, estimated at $2 to $3 million per year. The
transactions will result in approximately $61 million of net cash
proceeds to be redeployed back to the U.S. If additional third
party equity participation results in a decrease in Rayonier's
investment in the consortium to 40 percent, the after-tax gain on
sale recognized upon closing would increase to approximately $38
million, or 74 cents per share, and net cash proceeds would
increase to approximately $83 million. Lee Nutter, Rayonier
Chairman, President and CEO, said: "Australasia continues to be an
attractive region for timberland investment and this transaction is
clearly a unique opportunity and win-win for Rayonier and our
co-investors. It not only increases our footprint in this important
region through shared ownership but allows us to utilize our forest
management expertise to further increase value. In addition, it
affords us the opportunity to place our New Zealand forests into
our tax-efficient REIT structure, partially monetize our existing
forest investment and return cash to the U.S. The proceeds will
further support growth of our higher-and-better use real estate
business in Florida and Georgia and additional timberland
acquisitions." (For financial details of the company's investment
in the consortium, see Attachment I.) Sale of New Zealand
Medium-Density-Fiberboard (MDF) Business On June 28, Rayonier's
Board of Directors authorized the company to pursue a sale of its
non-strategic MDF business located in Mataura, New Zealand. As a
result, the MDF business will be treated as a discontinued
operation for financial statement purposes and Rayonier will record
a second quarter $24 million, or 47 cents per share, write-down to
estimated net realizable value. (See Attachment II.) "In exiting
the MDF business, we are continuing to sharpen our management focus
on our core businesses of timberland, real estate and performance
fibers," Nutter said. Settlement of 1998-1999 Tax Audits The
company has reached a settlement with the Internal Revenue Service
(IRS) on issues pertaining to 1998 and 1999 tax years, which will
result in a second quarter discrete tax benefit of $7.2 million, or
14 cents per share, and an approximate $3 million refund of tax
deposits. Outlook Preliminary second quarter results, excluding the
MDF write-down and IRS settlement, are above consensus estimates,
primarily due to increased operating income and a lower effective
tax rate driven by favorable foreign exchange movement and
like-kind exchange benefits. Full-year results are also expected to
be above consensus estimates, both including and excluding the
items noted above. Continued strong demand for real estate, lumber
and Northwest timber, as well as a more favorable effective tax
rate, are driving the improvement. A conference call to discuss
these developments will be held on Wednesday, July 20, at 11 a.m.
EDT. Interested parties may listen to the conference call by
dialing 303-262-2142. Listeners should call in 15 minutes prior to
the start of the teleconference. To listen via the live webcast,
log onto http://www.rayonier.com and follow the link. A replay will
also be available on the site shortly after the call and will be
archived there for one month. As a reminder, the company also has
scheduled a conference call on Tuesday, July 26, at 4:15 p.m. EDT
to discuss second quarter earnings which will be released earlier
that day. Rayonier has 2.2 million acres of timberland and real
estate in the U.S. and New Zealand. It recently formed a real
estate company, TerraPointe LLC, to maximize the value of its
extensive higher-and-better use properties, particularly in the
fast-growing coastal counties along Interstate 95 between Savannah,
Georgia, and Daytona Beach, Florida, where Rayonier owns
approximately 200,000 acres. The company is also the world's
leading producer of high performance specialty cellulose fibers and
has customers in more than 50 countries. Comments relating to
anticipated earnings, acquisitions and transactions to be
completed, and taxes are forward-looking and are made pursuant to
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. The following important factors, among others,
could cause actual results to differ materially from those
expressed in the forward-looking statements: the ability of the
company and the consortium to fulfill the conditions necessary to
complete the transaction described in this release, including,
without limitation, receipt of approval of the New Zealand Overseas
Investment Commission, and the ability of the company to effectuate
a sale of its MDF business on acceptable terms. In addition, future
earnings could be affected by changes in global market trends and
world events; interest rate and currency movements; fluctuations in
demand for or supply of cellulose specialties, absorbent materials,
timber, wood products or real estate and entry of new competitors
into these markets; adverse weather conditions affecting
production, timber availability and sales, or distribution; changes
in production costs for wood products or performance fibers,
particularly for raw materials such as wood, energy and chemicals;
unexpected delays in the closing of real estate sale transactions;
changes in law or policy that might limit or restrict the
development of real estate, particularly in the Southeast U.S.; the
ability of the company to identify and complete timberland
acquisitions; the company's ability to satisfy complex rules in
order to qualify as a REIT; the availability of tax deductions and
the ability of the company to complete tax-efficient exchanges of
real estate; and implementation or revision of governmental
policies and regulations affecting the environment, endangered
species, import and export controls or taxes, including changes in
tax laws that could reduce the benefits associated with REIT
status. For additional factors that could impact future results,
please see the company's most recent Form 10-K on file with the
Securities and Exchange Commission. For further information, visit
the company's web site at www.rayonier.com. Complimentary copies of
Rayonier press releases and other financial documents are also
available by mail or fax by calling 1-800-RYN-7611. -0- *T Rayonier
Inc. Summary of New Zealand Forest Assets Transactions ($ in
Millions; New Zealand/U.S. Dollar Exchange Rate of .68) Selected
Consortium Operational Data ------------------------------------
Carter Holt Harvey (CHH) Forest Acres Acquired 235,000 Rayonier New
Zealand (RNZ) Forest Acres Acquired 118,000 ----------- Consortium
Forest Ownership 353,000 =========== Estimated First Year Harvest
(Metric Tons) 2,460,000 =========== Rayonier Gain on Sale of Forest
Assets -------------------------------------- Sale of RNZ Forest
Assets $ 184 Basis of RNZ Forest Assets Sold (87) -----------
Pre-tax Gain 97 Tax Expense (24) ----------- Gain on Sale 73 Gain
Deferred (Based on Net Cash Proceeds) (45) ----------- Gain on Sale
Recognized at Closing $ 28 =========== Rayonier Net Cash Proceeds
-------------------------- Proceeds from Sale of RNZ Forest Assets
to Consortium $ 184 Cash Taxes Payable (6) ----------- Net Cash to
Rayonier New Zealand 178 REIT Cash Investment in Consortium (117)
----------- Rayonier Net Cash Proceeds $ 61 =========== Rayonier
Investment in Consortium --------------------------------- CHH
Forest Assets Acquired $ 296 RNZ Forest Assets Acquired 184 Working
Capital 11 ----------- Total Investment 491 Third Party Debt 255
Third Party (Non-Rayonier) Equity 119 ----------- Rayonier
Investment in Consortium $ 117 =========== Rayonier New Zealand
Medium-Density-Fiberboard Business ($ in Millions, Except Per Share
Information) Three Months Ended Six Months Ended Year Ended
------------------ ---------------- June 30, March 31, June 30,
June 30, December 2005 2005 2005 2004 2004 -------- ---------
-------- -------- ---------- Sales $ 11.5 $ 11.4 $ 22.9 $ 20.2 $
44.2 Operating Income (Loss) (1) $ (1.4) $ (0.8) $ (2.2) $ (1.6) $
(3.0) Net Income (Loss), Excluding Write-down $ (0.6) $ (0.4) $
(1.0) $ (1.7) $ (3.2) Write-down to Fair Market Value (33.2) -
(33.2) - - Income Tax Benefit 9.1 - 9.1 - - -------- ---------
-------- -------- ---------- Net Write-down (24.1) - (24.1) - -
-------- --------- -------- -------- ---------- Net Income (Loss) $
(24.7) $ (0.4) $ (25.1) $ (1.7) $ (3.2) ======== ========= ========
======== ========== Diluted Earnings (Loss) Per Share $ (0.48) $
(0.01) $ (0.49) $ (0.03) $ (0.06) ======== ========= ========
======== ========== EBITDA $ 0.5 $ 0.9 $ 1.5 $ 2.1 $ 4.4 ========
========= ======== ======== ========== Assets Held for Sale $ 54.6
$ 80.2 $ 54.6 $ 82.2 $ 81.4 Liabilities Associated with Assets Held
for Sale (3.9) (4.3) (3.9) (3.0) (4.9) -------- --------- --------
-------- ---------- Net Assets Held for Sale $ 50.7 $ 75.9 $ 50.7 $
79.2 $ 76.5 ======== ========= ======== ======== ========== (1)
Excludes administrative and general expense allocations as follows:
$ 0.2 $ 0.2 $ 0.4 $ 0.5 $ 1.0 *T
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