-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UOA64thdFNmJ5AvChCv1wOBOLIn924mmYoSPDnl6sNYLs1axgzjgyeNbFnwWxgd0 yhsESXaqj4BooN7FJ6Zqzg== 0000950123-97-009433.txt : 19971113 0000950123-97-009433.hdr.sgml : 19971113 ACCESSION NUMBER: 0000950123-97-009433 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYONIER INC CENTRAL INDEX KEY: 0000052827 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 132607329 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-06780 FILM NUMBER: 97715137 BUSINESS ADDRESS: STREET 1: 1177 SUMMER ST CITY: STAMFORD STATE: CT ZIP: 06904 BUSINESS PHONE: 2033487000 MAIL ADDRESS: STREET 1: 1177 SUMMER STREET CITY: STAMFORD STATE: CT ZIP: 06905-5529 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC /CT/ DATE OF NAME CHANGE: 19940422 FORMER COMPANY: FORMER CONFORMED NAME: ITT RAYONIER INC DATE OF NAME CHANGE: 19920703 10-Q 1 RAYONIER INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) (x) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ........... TO ............ COMMISSION FILE NUMBER 1-6780 RAYONIER INC. Incorporated in the State of North Carolina I.R.S. Employer Identification Number l3-2607329 l177 Summer Street, Stamford, Connecticut 06905-5529 (Principal Executive Office) Telephone Number: (203) 348-7000 Indicate by check mark whether the registrant (l) has filed all reports required to be filed by Section l3 or l5(d) of the Securities Exchange Act of l934 during the preceding l2 months and (2) has been subject to such filing requirements for the past 90 days. YES (X) NO ( ) As of November 4, 1997, there were 28,470,634 Common Shares of the Registrant outstanding. 2 RAYONIER INC. TABLE OF CONTENTS PAGE PART I. FINANCIAL INFORMATION Item l. Financial Statements Statements of Consolidated Income for the Three Months and Nine Months Ended September 30, 1997 and 1996 1 Consolidated Balance Sheets as of September 30, 1997 and December 3l, 1996 2 Statements of Consolidated Cash Flows for the Nine Months Ended September 30, 1997 and 1996 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 4-6 Item 3. Selected Operating Data 7 PART II. OTHER INFORMATION Item 1. Legal Proceedings 8 Item 6. Exhibits and Reports on Form 8-K 8 Signature 8 Exhibit Index 9 i 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The following unaudited financial statements reflect, in the opinion of Rayonier Inc. (Rayonier or the Company), all adjustments (which include only normal recurring adjustments) necessary for a fair presentation of the results of operations, the financial position and the cash flows for the periods presented. Certain reclassifications have been made to the prior year's financial statements to conform to current year presentation. For a full description of accounting policies, please refer to Notes to Consolidated Financial Statements in the 1996 Annual Report on Form l0-K. RAYONIER INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED) (THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
Three Months Nine Months Ended September 30, Ended September 30, ----------------------------- ----------------------------- 1997 1996 1997 1996 ------------ ------------ ------------ ------------ SALES $ 266,853 $ 285,104 $ 817,064 $ 875,751 ------------ ------------ ------------ ------------ Costs and expenses Cost of sales 216,726 245,659 666,867 726,120 Selling and general expenses 10,402 9,672 30,636 27,913 Other operating income, net (2,169) (1,276) (3,881) (2,172) ------------ ------------ ------------ ------------ 224,959 254,055 693,622 751,861 ------------ ------------ ------------ ------------ OPERATING INCOME 41,894 31,049 123,442 123,890 Interest expense (6,080) (6,434) (17,987) (20,677) Interest and miscellaneous income (expense), net (523) 2,490 431 5,451 Minority interest (5,072) (4,778) (19,359) (21,315) ------------ ------------ ------------ ------------ Income before income taxes 30,219 22,327 86,527 87,349 Provision for income taxes (6,978) (6,759) (25,129) (24,900) ------------ ------------ ------------ ------------ NET INCOME $ 23,241 $ 15,568 $ 61,398 $ 62,449 ============ ============ ============ ============ NET INCOME PER COMMON SHARE $ 0.79 $ 0.52 $ 2.08 $ 2.08 ============ ============ ============ ============ Weighted average Common Shares 29,397,120 29,979,270 29,553,852 30,031,852 ============ ============ ============ ============
1 4 RAYONIER INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (UNAUDITED) (THOUSANDS OF DOLLARS)
September 30, December 31, 1997 1996 ------------- ------------ ASSETS CURRENT ASSETS Cash and short-term investments $ 10,836 $ 3,432 Accounts receivable, less allowance for doubtful accounts of $4,947 and $4,674 104,126 123,435 Inventories Finished goods 58,350 68,441 Work in process 17,799 20,128 Raw materials 40,607 39,650 Manufacturing and maintenance supplies 24,495 26,695 ---------- ---------- Total inventories 141,251 154,914 Timber stumpage purchases 25,955 31,416 Other current assets 12,008 13,223 Deferred income taxes 17,692 23,168 ---------- ---------- Total current assets 311,868 349,588 OTHER ASSETS 49,998 50,026 TIMBER STUMPAGE PURCHASES 18,508 23,341 TIMBER, TIMBERLANDS AND LOGGING ROADS, NET OF DEPLETION AND AMORTIZATION 496,980 490,298 PROPERTY, PLANT AND EQUIPMENT Land, buildings, machinery and equipment 1,267,754 1,190,786 Less - accumulated depreciation 557,229 506,308 ---------- ---------- 710,525 684,478 ---------- ---------- $1,587,879 $1,597,731 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 74,583 $ 87,609 Bank loans and current maturities 3,585 2,243 Accrued taxes 17,687 11,497 Accrued payroll and benefits 13,591 18,340 Accrued interest 8,497 5,154 Other current liabilities 54,865 55,976 Current reserves for dispositions and discontinued operations 26,424 40,003 ---------- ---------- Total current liabilities 199,232 220,822 DEFERRED INCOME TAXES 100,992 89,484 LONG-TERM DEBT 433,208 430,667 NON-CURRENT RESERVES FOR DISPOSITIONS AND DISCONTINUED OPERATIONS 178,426 183,975 OTHER NON-CURRENT LIABILITIES 33,216 30,529 MINORITY INTEREST 17,095 18,864 SHAREHOLDERS' EQUITY Common Shares, 60,000,000 shares authorized, 28,553,288 and 29,282,455 shares issued and outstanding 112,564 145,679 Retained earnings 513,146 477,711 ---------- ---------- 625,710 623,390 ---------- ---------- $1,587,879 $1,597,731 ========== ==========
2 5 RAYONIER INC. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED) (THOUSANDS OF DOLLARS)
Nine Months Ended September 30, ----------------------- 1997 1996 --------- --------- OPERATING ACTIVITIES Net income $ 61,398 $ 62,449 Non-cash items included in income Depreciation, depletion and amortization 71,247 71,608 Deferred income taxes 9,971 7,544 Write-off of property, plant and equipment 2,100 7,060 Increase (decrease) in other non-current liabilities 2,687 (149) Change in accounts receivable, inventories and accounts payable 19,946 2,119 Decrease in current timber stumpage purchases 5,461 14,868 Decrease (increase) in other current assets 1,215 (11,195) Increase in accrued liabilities 3,673 7,432 Reduction in reserves for dispositions -- (3,750) --------- --------- CASH FROM OPERATING ACTIVITIES 177,698 157,986 --------- --------- INVESTING ACTIVITIES Capital expenditures, net of sales, retirements and reclassifications of $(236) and $11,488 (106,076) (123,614) Expenditures for dispositions and discontinued operations, net of tax benefits of $7,013 and $850 (12,115) (1,474) Decrease in timber stumpage purchases and other assets 4,861 10,973 --------- --------- CASH USED FOR INVESTING ACTIVITIES (113,330) (114,115) --------- --------- FINANCING ACTIVITIES Issuance of debt 225,117 17,472 Repayments of debt (221,234) (30,575) Dividends paid (25,963) (25,696) Repurchase of Common Shares (35,331) (11,215) Issuance of Common Shares 2,216 1,376 (Decrease) increase in minority interest (1,769) 619 --------- --------- CASH USED FOR FINANCING ACTIVITIES (56,964) (48,019) --------- --------- CASH AND SHORT-TERM INVESTMENTS Increase (decrease) during the period 7,404 (4,148) Balance, beginning of period 3,432 10,932 --------- --------- Balance, end of period $ 10,836 $ 6,784 ========= ========= Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 19,493 $ 19,760 ========= ========= Income taxes, net of refunds $ 6,191 $ 7,865 ========= =========
3 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The sales and operating income of Rayonier's business segments for the three and nine months ended September 30, 1997 and 1996 were as follows (thousands of dollars):
Three Months Nine Months Ended September 30, Ended September 30, ----------------------- ----------------------- 1997 1996 1997 1996 --------- --------- --------- --------- SALES TIMBER AND WOOD PRODUCTS Log trading and merchandising $ 64,989 $ 81,612 $ 199,299 $ 238,970 Timberlands management and stumpage 43,986 38,934 137,645 148,939 Wood products 34,898 27,769 103,198 75,536 Intrasegment eliminations (6,089) (9,970) (18,007) (33,922) --------- --------- --------- --------- Total Timber and Wood Products 137,784 138,345 422,135 429,523 --------- --------- --------- --------- SPECIALTY PULP PRODUCTS Chemical cellulose 76,243 87,245 243,309 244,521 Fluff and specialty paper pulps 49,236 41,554 132,393 138,877 --------- --------- --------- --------- Total Specialty Pulp Products 125,479 128,799 375,702 383,398 --------- --------- --------- --------- Intersegment eliminations (682) (1,682) (1,660) (4,094) --------- --------- --------- --------- Total before dispositions 262,581 265,462 796,177 808,827 Dispositions 4,272 19,642 20,887 66,924 --------- --------- --------- --------- Total sales $ 266,853 $ 285,104 $ 817,064 $ 875,751 ========= ========= ========= ========= OPERATING INCOME Timber and Wood Products $ 31,421 $ 26,354 $ 100,112 $ 96,003 Specialty Pulp Products 13,861 11,016 35,272 44,767 Corporate and other (4,159) (3,947) (12,506) (10,136) Intersegment eliminations (8) (94) 143 112 --------- --------- --------- --------- Total before dispositions 41,115 33,329 123,021 130,746 Dispositions 779 (2,280) 421 (6,856) --------- --------- --------- --------- Total operating income $ 41,894 $ 31,049 $ 123,442 $ 123,890 ========= ========= ========= =========
RESULTS OF OPERATIONS SALES AND OPERATING INCOME Sales for the three and nine month periods ended September 30, 1997 were below the previous year's results due to the closure of the Port Angeles, WA pulp mill on February 28, 1997, lower export log prices in Pacific Rim markets, and lower pulp pricing. Operating income for the third quarter was $42 million, $11 million or 35 percent above the same period in the prior year, resulting from improved log trading margins, stronger timber harvesting, increased pulp volumes, lower pulp production costs and the absence of Port Angeles losses. Year to date operating income of $123 million was comparable to prior year results, as increased wood products earnings and the absence of losses from the Port Angeles pulp mill offset lower average pulp and stumpage pricing. 4 7 Timber and Wood Products Timber and Wood Products' sales for the third quarter of 1997 were in line with the 1996 third quarter, while sales for the nine month period were $7 million below last year's results. The decline in nine month sales reflects lower North American export log prices and lower Northwest U.S. stumpage prices primarily during the first half of the year, partially offset by stronger lumber volumes and prices. Operating income for the quarter of $31 million was 19 percent higher than the same period in the prior year due to improved log trading margins and stronger timber harvesting than past seasonal patterns produced. Year to date operating income of $100 million was $4 million above last year primarily due to stronger lumber and log trading results. Log trading and merchandising sales declined from 1996 due to lower North American export log prices and lower New Zealand log volumes resulting from weakness in Asian wood markets. Operating income improved from 1996, resulting from more favorable margins in New Zealand. Timberlands management and stumpage sales and operating income were above last year's third quarter results due to stronger U.S. timber harvesting, while year to date sales and operating income were below prior year reflecting weaker Northwest U.S. stumpage prices primarily during the first half of 1997. New Zealand stumpage prices for the third quarter and year to date were lower than in the comparable periods of 1996. Wood products sales and operating results for the nine month period improved over the prior year due to increased capacity and productivity along with stronger sales volumes and higher lumber prices. Operating income for the third quarter declined slightly from the 1996 third quarter as a result of marketing expenditures associated with the Company's new medium-density fiber board (MDF) plant in New Zealand. During October, the MDF plant became operational. The plant is projected to incur operating losses during the fourth quarter and during 1998 as Rayonier develops markets in the Pacific Rim for its premium-quality Patinna(TM) brand. In the fourth quarter, those losses are estimated to be $3.5 million. Specialty Pulp Products Sales of Specialty Pulp Products (from the Company's ongoing Jesup and Fernandina mills) were $125 million compared to $129 million for last year's third quarter. Operating income was $14 million, $3 million above the 1996 third quarter as a result of higher volumes and lower manufacturing costs per ton as the Company continued to implement its strategic cost-reduction program. Pulp selling prices improved compared to the second quarter but were lower than third quarter 1996 levels. Sales for the first nine months of 1997 were $376 million compared to $383 million for the prior period and operating income was $35 million, a decrease of $9 million or 21 percent from 1996. Results were below the prior year primarily due to lower chemical cellulose and fluff pulp prices, partly offset by lower production costs and higher pulp shipments. Dispositions Dispositions reflect results of the Company's Port Angeles mill, permanently closed in February 1997, with product sales arising from inventory run-off. Improved results over 1996 primarily reflect the absence of operating losses following the mill's closure. OTHER INCOME / EXPENSE Interest expense was $18 million for the first nine months of 1997, $3 million favorable to 1996, reflecting lower average debt levels due to reduced investment in working capital and timber stumpage. Capitalized interest in connection with the Company's New Zealand MDF facility was $4.8 million and $2.0 million for the first nine months of 1997 and 1996. Third quarter 1997 capitalized interest was $1.8 million. Effective October 1, the Company will no longer capitalize interest on this project. Interest and miscellaneous income (expense), net declined $3 million from the prior year third quarter and $5 million on a year to date basis primarily due to the absence of mark-to-market gains on forward exchange contracts. The Company uses forward contracts to mitigate the impact of New Zealand /U.S. dollar exchange rate fluctuations on New Zealand operating expenses. Minority interest in the earnings of Rayonier's subsidiary, Rayonier Timberlands, L.P. (RTLP) was $2 million less than the first nine months of 1996, primarily reflecting lower Northwest U.S. stumpage prices. The minority participation in the earnings of RTLP will change from approximately 24 percent to approximately 1 percent effective January 1, 2001. The effective tax rate for the first nine months of 1997 was 29.0 percent compared to 28.5 percent in 1996. These tax rates are below the statutory rates as 1997 reflects research and investment tax credits while the prior year includes certain tax benefits recognized in 1996 that pertained to prior years. 5 8 NET INCOME Net income for the third quarter was $23.2 million or $0.79 per Common Share, 49 percent above 1996 third quarter earnings of $15.6 million, or $0.52 cents per Common Share. The improvement came from stronger operating results, as well as higher research and investment tax credits. Net income for the nine months ended September 30, 1997 was $61 million or $2.08 per Common Share, comparable to last year's results. Fourth quarter earnings are expected to be lower than the third quarter (but higher than the second quarter) resulting from the onset of MDF losses, less capitalized interest and lower wood products pricing. OTHER ITEMS Statement of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share (EPS), issued in February, 1997 establishes standards for computing and presenting EPS and is effective for both interim and annual periods ending after December 15, 1997. SFAS No. 128 does not permit early application of its provisions. The statement replaces the presentation of primary EPS with a presentation of basic EPS, as defined. The Company's pro forma basic EPS determined in accordance with SFAS No. 128 was $0.81 and $0.53 for the three months ended September 30, 1997 and 1996, respectively, and $2.12 and $2.11 for the nine months ended September 30, 1997 and 1996, respectively. Pro forma diluted EPS would be unchanged from the currently reported income per Common share. On November 5, 1997 the Company announced it will enter into a second joint venture in New Zealand. The Company will sell a 75 percent interest in two New Zealand forests (12,100 acres) and purchase a 25 percent stake in two forests (3,700 acres) owned by a timber investment fund for net cash proceeds of $11.6 million. The Company expects to record a pretax gain of approximately $8.1 million, $5.5 million after-tax, or 19 cents per common share. Actual results will depend on currency exchange rates in effect at the close, which is expected in the fourth quarter of 1997. Rayonier will have management and marketing responsibilities for the joint venture, which involves 15,800 acres of timber on New Zealand's North Island. The Company also announced that in two unrelated transactions it had purchased 500 acres of timberland and acquired harvest rights on an additional 2,500 acres from private owners in New Zealand for approximately $11 million. LIQUIDITY AND CAPITAL RESOURCES Cash flow from operating activities of $178 million for the first nine months of 1997 increased $20 million from 1996 as a result of reduced working capital requirements. EBITDA (defined as earnings from continuing operations before significant non-recurring items, provision for dispositions, interest expense, income taxes and depreciation, depletion and amortization) for the first nine months of 1997 of $176 million decreased $4 million from the comparable period of 1996. Cash from operating activities helped to finance capital expenditures of $106 million, dividends of $26 million and the repurchase of Common Shares for $35 million. In connection with the previously announced one-year increase in the Company's share repurchase program to $50 million for 1997, the Company repurchased 840,500 shares during the first nine months at an average cost of $42.04. Over the same period of 1996, the Company purchased 303,000 shares at an average cost of $37.04 per share for $11 million. Third quarter ending debt was $437 million and the debt-to-capital-ratio was 41.1 percent compared to 41.0 percent at December 31, 1996. During the second quarter of 1997, the Company issued approximately $101 million of securities to an investment bank in the United Kingdom. The proceeds of this financing were used to retire commercial paper and bank loans. Due to United Kingdom tax law changes that increased the effective cost of this financing, the Company refinanced those securities in July 1997 with the issuance of additional commercial paper. The Company has unsecured credit facilities totaling $300 million, which are used for direct borrowings and as support for $135 million of outstanding commercial paper. As of September 30, 1997, the Company had $165 million of available borrowings under its revolving credit facilities. In addition, through currently effective shelf registration statements filed with the Securities and Exchange Commission, the Company may offer up to $141 million of new public debt securities. The Company believes that internally generated funds combined with available external financing will enable Rayonier to fund capital expenditures, share repurchases, working capital and other liquidity needs for the foreseeable future. 6 9 SAFE HARBOR Except for the information about past operations and results, the comments in this report are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Changes in the following important factors, among others, could cause actual results to differ materially from those expressed in the forward-looking statements: competitive products and pricing, as well as fluctuations in demand, particularly for specialty fluff pulps and for export and domestic logs and wood products, including MDF; the impact of such market factors on the Company's timber sales in the United States and New Zealand; production costs for specialty pulps, particularly for raw materials and chemicals; governmental policies and regulations affecting the environment, import and export controls and taxes; and interest rate and currency movements. ITEM 3. SELECTED OPERATING DATA
Three Months Nine Months Ended September 30, Ended September 30, ------------------- ------------------- 1997 1996 1997 1996 ----- ----- ----- ----- TIMBER AND WOOD PRODUCTS Log sales volume North America - million board feet 54 72 174 206 New Zealand - thousand cubic meters 277 312 802 1,078 Other - thousand cubic meters 56 30 247 85 Timber sales volume Northwest U.S. - million board feet 39 34 147 148 Southeast U.S. - thousand short green tons 567 532 1,711 1,639 New Zealand - thousand cubic meters 336 267 835 815 Lumber sales volume - million board feet 85 71 248 205 Intercompany sales volume Logs - million board feet 0 2 1 6 Northwest U.S. timber stumpage - million board feet 1 6 11 19 Southeast U.S. timber stumpage - thousand short green tons 22 40 60 116 New Zealand - thousand cubic meters 175 209 446 667 SPECIALTY PULP PRODUCTS Pulp sales volume (a) Chemical cellulose sales - thousand metric tons 88 93 277 256 Fluff and specialty paper pulp sales - thousand metric tons 94 79 255 244 Production as a percentage of capacity 102.9% 101.4% 100.1% 100.4% SELECTED SUPPLEMENTAL INFORMATION (millions of U.S. dollars) New Zealand - Sales $24.3 $21.5 $63.9 $72.5 ===== ===== ===== ===== New Zealand - Operating Income $ 4.3 $ 1.5 $ 6.7 $ 4.9 ===== ===== ===== ===== (a) Excludes Port Angeles statistics reflected below: Chemical cellulose sales - thousand metric tons 4 21 22 69 Fluff and specialty paper pulp sales - thousand metric tons 0 6 5 14
7 10 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Rayonier is one of two defendants in an action instituted on April 10, 1997 in the U.S. District Court for the Southern District of Georgia. The action seeks contribution and indemnity in the amount $57 million for damages incurred by Powell Duffryn, Inc. as the result of a fire and explosion that occurred in April 1995 at its marine terminal and storage facility in Savannah, Georgia. Crude sulfate turpentine produced by Rayonier and others was stored at the facility at the time of the explosion. Powell Duffryn and its insurers have sued to recover sums already paid to third party claimants, expenses incurred to remediate Powell Duffryn's property and adjoining lands, and an unstated amount for damages and loss to Powell Duffryn's property. Rayonier is vigorously defending the action and, based on advice of counsel, believes that its liability, if any, will not be material and will be covered by its product liability insurance. Accordingly, Rayonier does not expect the ultimate outcome of this litigation to have any material impact on its consolidated financial position or results of operations. Rayonier's Form 10-K for 1996 reported an action in the U.S. District Court for the Western District of Louisiana brought by the U.S. Environmental Protection Agency against Marine Shale Processors, Inc. ("MSP") in which Rayonier's wholly-owned subsidiary, Southern Wood Piedmont Company ("SWP"), was an intervenor. This action was settled in August 1997 on terms requiring no payment by SWP and limiting SWP's potential liability for material it sent to MSP. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) See Exhibit Index. (b) Rayonier Inc. did not file a report on Form 8-K during the quarter covered by this report. SIGNATURE Pursuant to the requirements of Section 13 of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. RAYONIER INC. (Registrant) --------------------------- BY KENNETH P. JANETTE ------------------ Kenneth P. Janette Vice President and Corporate Controller November 12, 1997 (Chief Accounting Officer) 8 11 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION LOCATION ----------- ----------- -------- 2 Plan of acquisition, reorganization, None arrangement, liquidation or succession 3.1 Amended and restated articles of incorporation No amendments 3.2 By-laws No amendments 4 Instruments defining the rights of security holders, Not required to be filed. The including indentures Registrant hereby agrees to file with the Commission a copy of any instrument defining the rights of holders of the Registrant's long-term debt upon request of the Commission. 10 Other material contracts None 11 Statement re computation of per share earnings Not required to be filed 12 Statement re computation of ratios Filed herewith 15 Letter re unaudited interim financial information None 18 Letter re change in accounting principles None 19 Report furnished to security holders None 22 Published report regarding matters None submitted to vote of security holders 23 Consents of experts and counsel None 24 Power of attorney None 27 Financial data schedule Filed herewith 99 Additional exhibits None
9 EX-12 2 STATEMENT RE COMPUTATION OF RATIOS 1 EXHIBIT 12 RAYONIER INC. AND SUBSIDIARIES RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED) (THOUSANDS OF DOLLARS)
Nine Months Ended September 30, -------------------- 1997 1996 -------- -------- Earnings: Net Income $ 61,398 $ 62,449 Add: Income Taxes 25,129 24,900 Minority Interest 19,359 21,315 Amortization of Capitalized Interest 806 1,473 -------- -------- 106,692 110,137 Adjustments to Earnings for Fixed Charges: Interest and Other Financial Charges 17,987 20,677 Interest Factor Attributable to Rentals 1,640 1,083 -------- -------- 19,627 21,760 -------- -------- EARNINGS AS ADJUSTED $126,319 $131,897 ======== ======== Fixed Charges: Fixed Charges above $ 19,627 $ 21,760 Capitalized Interest 4,849 1,994 -------- -------- TOTAL FIXED CHARGES $ 24,476 $ 23,754 ======== ======== RATIO OF EARNINGS AS ADJUSTED TO TOTAL FIXED CHARGES 5.16 5.55 ======== ========
EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 10,836 0 109,073 4,947 141,251 311,868 1,267,754 557,229 1,587,879 199,232 433,208 112,564 0 0 513,146 1,587,879 817,064 817,064 666,867 666,867 45,683 0 17,987 86,527 25,129 61,398 0 0 0 61,398 2.08 2.08
-----END PRIVACY-ENHANCED MESSAGE-----