Hello, everyone. Thank you for joining us, and welcome to the Q3 2026 Rayonier Inc. earnings conference call. After today's prepared remarks, we will host a question-and-answer session. If you would like to ask a question, please press star one to raise your hand. To withdraw your question, press star one again. I will now hand the conference over to Collin Mings, Vice President of Capital Markets and Strategic Planning. Collin, please go ahead.
Thank you and good morning. Welcome to Rayonier's investor teleconference covering third quarter earnings. Our earnings statements and financial supplement were released yesterday afternoon and are available on our website at rayonier.com. I would like to remind you that in these presentations, we include forward-looking statements made pursuant to the safe harbor provisions of federal securities laws. Our earnings release and Forms 10-K and 10-Q filed with the SEC list some of the factors that may cause actual results to differ materially from the forward-looking statements we may make. They are also referenced on page two of our financial supplement. Throughout these presentations, we will also discuss non-GAAP financial measures, which are defined and reconciled to the nearest GAAP measures in our earnings release and supplemental materials. With that, let's start our teleconference with opening comments from Mark McHugh, our President and CEO. Mark?
Thanks, Collin. Good morning, everyone. Before turning to our third quarter results, I would like to provide a brief update on our merger of equals with PotlatchDeltic. We continue to make strong progress on the merger integration. We have optimized our organizational structure, captured operational efficiencies, and continued to advance the integration of systems and processes across the combined organization. We have now achieved more than $20 million of run-rate synergies and we remain on track to achieve our $40 million synergy target by the second anniversary of the merger closing. At the same time, our team has made good progress bringing our organizations together around a shared culture, and we are looking forward to opening our new corporate headquarters in Atlanta early next year. I am very pleased with what we have accomplished so far, and I remain confident that the combination will create significant long-term value for our shareholders.
I want to commend our team for their focus and dedication in advancing our integration efforts while also delivering strong operational results in a challenging market environment. Moving on to our third quarter results. I will start with a review of our overall results, as well as our segment level performance, after which Wayne will review key liquidity and balance sheet metrics, as well as our outlook for the balance of the year. For the third quarter, Rayonier reported GAAP earnings of $123 million, or $0.41 per share. Results included $91 million of income related to the large disposition in Washington, which is part of the like-kind exchange transaction with RMS that we announced in August.
As a reminder, the exchange consisted of the sale of approximately 36,000 acres in Southwest Washington for $145 million and the concurrent acquisition of approximately 57,000 acres in Texas and Alabama for $146 million. Excluding pro forma items, which included the large disposition, as well as $7 million of merger-related costs, net income was $40 million, or $0.13 per share. Adjusted EBITDA in the third quarter was $145 million, which was well above the prior year period, primarily due to the contributions from the PotlatchDeltic operations, along with solid operational performance across our segments. Moving on to our segment results, let's start on page nine with our Southern Timber segment. Adjusted EBITDA in the third quarter of $52 million was 23% above the prior year quarter, as increased harvest volumes more than offset lower pricing.
Total harvest volumes increased 56% versus the prior year quarter, primarily due to the addition of roughly 1.4 million tons of volume from the PotlatchDeltic timberlands. Turning to pricing in the Southern Timber segment. As a reminder, starting this year, our Southern Timber's pricing reflects delivered log prices rather than net stumpage, as it is now the predominant method of sale following the merger. In sawlog markets, demand was steady during the quarter, supported by healthy lumber prices and production in the U.S. South. Average delivered sawlog prices of $45 per ton were 5% lower than standalone Rayonier prices in the prior year quarter, but up 2% sequentially from the second quarter.
While lumber prices have moderated recently, Southern sawmills continue to gain market share from Canadian producers, and we expect that this trend will continue to drive higher mill operating rates and stronger sawlog demand across our U.S. South footprint over time. Turning to pulpwood, delivered pulpwood prices of $31 per ton were 15% lower than standalone Rayonier prices in the prior year quarter, but were up 3% sequentially from the second quarter. While pulpwood markets remained challenging, we continue to believe that prices have generally stabilized in our primary market areas. Moving on to our Northwest Timber segment on page 10. Third quarter adjusted EBITDA of $32 million was significantly above the $6 million reported in the prior year quarter.
Harvest volumes more than doubled in the third quarter as compared to the prior year period, primarily due to the contribution of nearly 370,000 tons of incremental harvest volume from the PotlatchDeltic Idaho timberlands. Healthy lumber prices also helped propel sawlog prices higher in Idaho in the quarter, as a significant portion of our sawlog sales in the state are indexed to lumber prices. Delivered sawlog prices of $129 per ton were up 29% from the prior year quarter and 8% from the second quarter, primarily due to higher pricing on Idaho sawlogs. Turning to Wood Products on page 11. This segment generated $27 million of adjusted EBITDA in the third quarter, a slight improvement from the prior quarter and the strongest quarterly adjusted EBITDA result that this segment has registered since PotlatchDeltic's third quarter of 2022.
Our average lumber price realization was $528 per MBF, and shipments totaled 327 million board feet, in line with our prior guidance. Our average lumber price realization increased by roughly 5% versus the second quarter, which more than offset higher per-unit manufacturing costs. The improvement in lumber markets during the third quarter was largely driven by supply-side factors, as mill curtailments, industry-wide transportation challenges, and tariffs on Canadian imports limited supply. As we discussed last quarter, our team was proactive in navigating transportation challenges by leveraging rail transportation alongside our established trucking network. Lumber prices have generally trended lower since peaking in July, a decline that continued through October as demand softened due to both seasonality and growing macroeconomic uncertainty, particularly around housing markets. We are generally maintaining a steady order file, albeit at lower prices relative to our Q3 average.
Moving to our Real Estate segment on page 12. In the third quarter, Real Estate revenue totaled $208 million on approximately 43,000 acres sold, which included the large disposition in Washington. Excluding this transaction, pro forma third-quarter sales totaled $63 million on roughly 7,000 acres sold at an average price of $8,000 per acre. Pro forma sales fell from the prior year quarter due to a lower number of acres sold, which was partially offset by a significantly higher average price per acre. Real Estate segment Adjusted EBITDA in the third quarter was $49 million, which was well above our prior guidance range of $25 million-$35 million due to some accelerated closing activity. In improved development, sales totaled $12 million.
Our Chenal Valley project in Little Rock contributed over $6 million of sales during the quarter and remains well-positioned to provide a steady stream of cash flow moving forward. Activity also continues to trend favorably at our Wildlight and Heartwood development projects, reflecting the investments we've made over the past several years in entitlements, infrastructure, and market development. In addition, we completed a 1,700-acre unimproved development sale in Florida for $19 million, or roughly $11,000 per acre. Moving to the rural category, third-quarter sales totaled $26 million, consisting of nearly 5,100 acres sold at an average price of roughly $5,000 per acre. Overall sentiment in the rural land market remains positive, and we continue to achieve strong premiums above timberland value in our rural HBU business.
I'll now turn the call over to Wayne to cover key liquidity and balance sheet metrics, as well as our outlook for the balance of the year.
Thanks, Mark. Moving to our capital resources and liquidity. Our cash available for distribution, or CAD, was $287 million through the first nine months of 2026 versus $154 million in the prior year period. The significant increase in CAD was primarily driven by the contribution from the PotlatchDeltic businesses, coupled with significantly improved Real Estate results. As a reminder, our CAD excludes the large disposition of $145 million that Mark discussed earlier. A reconciliation of CAD to cash provided by operating activities and other GAAP measures is provided on page eight of the supplement. During the third quarter, we repurchased approximately 2.8 million shares at an average price of $21 per share, or $60 million in total.
We have been very active on this front during 2026, repurchasing 7.8 million shares through the first nine months of the year for a total of $163 million. At the end of the third quarter, we had $66 million remaining on our prior share repurchase authorization. We continue to believe that our stock is trading at a significant discount to net asset value. Accordingly, our board approved a $300 million increase to our share repurchase authorization this week. We remain active under the program as we view buybacks as a compelling use of capital and one of the most attractive opportunities to create value for our shareholders in the near term. Turning to our balance sheet, we continue to maintain a conservative leverage profile and significant capital allocation flexibility. We finished the third quarter with $361 million of cash and roughly $1.9 billion of debt.
Our net debt to enterprise value, based on our closing stock price at the end of the quarter, was 22%. Moving to our outlook. As a reminder, full-year metrics reflect a pro rata contribution from the PotlatchDeltic operations starting on January 31st. With respect to our individual segments, starting with our Southern Timber segment, we expect to achieve full-year harvest volumes of 12.2 million to 12.4 million tons, with anticipated harvest volumes of 3 million to 3.2 million tons in the fourth quarter. We expect regional sawtimber and pulpwood prices to remain relatively stable for the fourth quarter compared to the third quarter. However, as previously discussed, full-year and quarterly average pine prices for the combined company's Southern Timber segment are expected to be lower than legacy Rayonier prices, based on geographic mix of the combined portfolio.
In our Northwest Timber segment, we expect to achieve full-year harvest volumes of 2 million to 2.1 million tons, with anticipated harvest volumes of approximately 500,000 to 550,000 tons in the fourth quarter. We expect overall sawtimber prices to be lower in the fourth quarter compared to the third quarter, primarily due to lower index sawlog prices in Idaho. We continue to expect that full-year 2026 average log pricing for the combined company's Northwest Timber segment will be higher than the standalone pricing for Rayonier in the prior year. In our Wood Products segment, we continue to expect lumber shipments to total approximately 1.1 billion board feet for the 11 months of contribution in 2026, including approximately 295 million to 305 million board feet in the fourth quarter. We expect fourth-quarter lumber realizations to be lower than the third quarter, reflecting softer market conditions and typical seasonal demand patterns.
As of October month-end, our average quarter-to-date lumber price realization was roughly 6% lower than our average price realization in the third quarter. Lumber prices have continued to soften recently, with the current Random Lengths composite pricing 12% lower than the third-quarter average composite. In our Real Estate segment, we see continued momentum and maintain a healthy pipeline of rural and improved development land sale opportunities. Based on our current transaction pipeline and sales closed quarter-to-date, we expect an Adjusted EBITDA contribution in the fourth quarter of $60 million-$70 million, which would result in full-year Real Estate Adjusted EBITDA toward the upper end of our prior guidance range of $180 million-$200 million. To assist with modeling, we note that the third-quarter results include purchase accounting adjustments related to prior quarters.
In aggregate, these adjustments increased depletion, depreciation, and amortization, or DD&A, by $8 million for the quarter. By segment, they increased DD&A by $8.3 million in Northwest Timber, $3.3 million in Wood Products, and half a million dollars in Real Estate, and reduced DD&A by $4.1 million in Southern Timber. These non-recurring adjustments should be excluded when estimating future DD&A run rates. I'll now turn the call back to Mark for closing comments.
Thanks, Wayne. As we wrap up today's call, I'd like to reiterate our current capital allocation priorities, given the significant disconnect between private market timberland values and the valuation currently implied by our share price. Over the last several years, we've demonstrated our commitment to creating shareholder value through nimble capital allocation, active portfolio management, and a disciplined approach to our balance sheet. We've remained focused on executing this strategy in 2026. Through the end of September, we've repurchased $163 million of shares, repaid over $220 million of debt, and closed a strategic like-kind exchange transaction that we expect will be accretive to cash flow. As we noted when we announced the merger, one of the key benefits of combining our two organizations was the opportunity to further optimize our asset base through value-enhancing dispositions while retaining the advantages of scale.
At today's share price, repurchasing our stock effectively allows us to acquire our own high-quality timberland portfolio at a meaningful discount to private market values. Given this ongoing dynamic, we intend to pursue additional timberland dispositions over the next 12-18 months to further enhance our flexibility to lean into share repurchases, incrementally reduce leverage, and fund other capital allocation priorities. While creating value through asset sales and buybacks is a high priority in the current environment, our team also continues to advance initiatives that will position the company for long-term growth. We remain encouraged by the growing opportunity set for land-based solutions, as well as structural shifts in North American lumber supply that should position our assets more favorably over time. A successful integration, combined with a capital allocation approach that adapts to evolving market conditions, will be central to capitalizing on these opportunities over the long term.
In sum, I remain optimistic that Rayonier is well-positioned to build value per share throughout the economic cycle. That concludes our prepared remarks, and I will now turn the call back to the operator for questions.
We will now begin the question-and-answer session. If you would like to ask a question, please press star one to raise your hand. Your line will remain open after your first question for follow-up questions. To withdraw your question, press star one again. We ask that you pick up your handset when asking a question to allow for optimum sound quality. If you are muted locally, please remember to unmute your device. Please stand by while we compile the Q&A roster. Your first question comes from the line of Mike Roxland with Truist Securities.
Yeah, thank you, Mark, Wayne, Collin, for taking my questions. Mark, you just mentioned that you intend to pursue additional timberland dispositions over the next 12 to 18 months. Any sense of the dollar value of the timberland that you are looking to sell, and maybe where some of those dispositions would come from?
Yeah. Thanks, Michael. At this point, we are not going to be overly prescriptive on how much we will look to sell. It is really going to be driven by the buyer response to packages we bring to market, as well as just how overall market dynamics continue to evolve. Keep in mind, when we announced the disposition plan back in late 2023, we were looking to significantly lower our leverage. That is less of a factor now, just given our current cash position and leverage profile. We still want to maintain some flexibility around debt reduction, but additional sales at this point are really motivated by capitalizing on that disconnect between public and private timberland values. As I noted in the prepared remarks, we now have a much larger portfolio from which to evaluate disposition opportunities without compromising the benefits of scale.
That was one of the benefits that we highlighted when we announced the merger, so we feel we're well-positioned to continue being nimble and opportunistic on that front.
Got it. Makes sense. Just on that front, in terms of capitalizing on the disconnect between valuations, can you continue? I mean, public market versus private market timberland valuations. How should we think about the dollar amounts of repos you could pursue each quarter? You have about $350 million, $360 million authorized right now. Should we think maybe $40 million, $45 million of share repos per quarter would be the right amount? Then just quickly, on the lumber business, given the housing backdrop, given weakening fundamental pricing more recently, how do you think about opportunities to add additional scale in lumber, maybe acquire some assets, maybe buy some assets from producers who may be distressed?
Yeah. As it relates to the volume of buybacks, again, we continue to see buybacks as a compelling use of capital, but we're not going to be prescriptive as to exactly how much we buy back in any quarter. I think the fact that our board just approved $300 million of incremental repurchase activity, that really underscores our conviction around buybacks. That said, we're going to continue to be measured as to how much we deploy at any one point in time, particularly just given how volatile market conditions have been here recently. We're very focused on growing value per share. We believe that buybacks at these levels certainly achieve that end. We're also focused on maintaining balance sheet flexibility and also our investment-grade credit rating.
Fortunately, our balance sheet's in great shape right now, but as we've executed our buyback program here in the last, call it 18 months, our leverage has ticked up a bit towards that three times target that we've laid out. So, as we discussed in prepared remarks, that's why we're really looking at additional disposition opportunities in order to build incremental capacity and really extend our runway for buybacks. Just to address your next question around Wood Products and growth in that business, we're going to evaluate those types of opportunities as we would any other capital allocation alternative, really with a view towards building long-term value per share. We're certainly open to exploring growth in Wood Products, including both investing in our existing mills as well as considering potential external growth opportunities.
But as we've discussed in the past, the bar for external growth right now is pretty high, given the opportunity that we see in buybacks.
Got it. Thanks very much, and good luck.
Your next question comes from the line of Anthony Pettinari with Citi. Your line is now open. Please go ahead.
Good morning.
Morning.
With the challenged housing demand this year, a lot of home builders have talked about activity kind of pulling back from August to September to October. It sounds like from your comments, you're kind of seeing that in lumber prices, but it doesn't sound like you're seeing it so much in rural land sales and Real Estate sales. I'm wondering if you can kind of comment more on the demand you're seeing for land and lots, and if you've seen any kind of softening there, or just what those discussions have been like recently.
Land values have really held up quite well. I think we've commented on this a number of times in recent quarters, and I'd say that really highlights what we think is the recurring nature of what we see as a longer-term trend in this business. I've been really impressed with how our team continues to find opportunities to monetize land at very significant premiums to timberland value. So while timber market conditions continue to be pretty difficult, underlying land values have just continued to appreciate, and we've been able to capture that appreciation through our Real Estate business. I've said this before, but this is a part of our business that we think is really underappreciated. Every time we sell an acre of land at a significant premium to timberland value, we're generating NAV accretion.
To put it another way, we've been selling land at very big premiums to timberland value. We've been buying back our stock at what we think are very big discounts to timberland value. That's really part of our ongoing capital allocation strategy, and again, we think we're building long-term value per share by doing this. We're going to continue to take advantage of those opportunities, and I think that could ultimately translate to a higher long-term trend line in terms of that contribution from the Real Estate business.
Okay. That's very helpful. Just on the election, I'm just curious if there's two or three policy issues that you're really maybe focused on in the next few years. Renewables and wind, maybe that's a good guy. Data center restrictions, maybe. I don't know if that's something that's really meaningful for you. But I'm just curious what policies are on your radar.
Yeah, we're just about, I guess, a day and a half removed here from the midterms, so it's a little early to gauge the impact. I think it'll take some time to see how leadership roles shake out and what priorities gain momentum as this new Congress takes shape early next year. We generally believe that the biggest issues impacting our industry are or should be bipartisan issues that garner support from both sides of the aisle. That really includes housing affordability, policies that improve the health of the rural economy. But to your point, as it relates to land-based solutions, of course, federal policies around data centers and renewable energy have been hot button topics here recently. So, we'll have to see how the election ultimately impacts those opportunities for us.
Again, hard to say right now what issues might gain traction, but in the near term, we're not necessarily expecting any significant changes to the overall regulatory environment as it relates to our business.
Okay, that's helpful. I'll turn it over.
Your next question comes from the line of Buck Horne with Raymond James. Please go ahead. Your line is open.
Hey, good morning, guys. Congrats. I just wanted to maybe follow up on that line of question right there in terms of the land solutions business and really maybe focusing in on solar options and what kind of progress you're seeing or any uptake in additional interest from the solar community or converting some of those options to working sites. Any other progress on other discussions you're having, whether it's kind of mineral rights or exploration deals, or discussions with hyperscalers on those data center sites you might have?
Yeah, Buck, I'd say our long-term optimism around what I think we've broadened out to refer to as our energy solutions business, it hasn't really changed. We continue to see a long runway ahead there, especially given the growing demand for power and the relatively low cost of solar and other forms of renewable energy. Right now, I'd say some developers are probably more focused on optimizing their existing pipeline rather than expanding it as they're continuing to navigate changes in the regulatory environment. So we've definitely seen some puts and takes in our option portfolio in recent quarters, and our overall acreage under option is actually down modestly. That said, we think the options that remain in the portfolio should have a higher probability of conversion.
Developers are generally taking a more disciplined approach to site selection today, and that should translate to fewer agreements, but a higher quality option portfolio in the aggregate. As I mentioned last quarter, 2027 is really the first year that we expect to see a big step up in those option maturities. We think over the next two to three years, we should start to get better visibility just in terms of what that long-term conversion rate might look like on those energy options. But overall, again, still very optimistic about the long-term opportunity for Rayonier. Again, finding suitable land remains a key constraint for data center development, for powered land development, and we feel that we're really well-positioned to be a solutions provider on that front, just given the scale of our land base and specifically where our land is located.
That's perfect. Really appreciate that color. Then also just looking, there's been some announcements, some mill closures from other Wood Products competitors out there in the U.S. South recently, or some curtailments out there. Would you expect any potential impact on your harvest volumes, either sawlog or pulpwood pricing, just due to some of the recent mill closures that are out there?
Yeah, none of the mills that recently announced curtailments were major customers of ours, but we did supply some volume into those facilities. But in general, look, whether a mill is a customer or not, or a major customer or not, any type of mill shutdown within a particular fiber basket or sourcing radius is going to create some headwinds in that market area, as the timber that was going into those mills now has to find a new home. So, our team is working to reassess supply-demand dynamics in those market areas and shift around volume as needed. Fortunately, our land base is very diverse, so we're not overly exposed to any particular market area, and that's especially true following the merger. Recall that we had highlighted that as one of the benefits of the merger was really just the diversification of the land base.
So, we're not anticipating any material impacts to our business, but it is something that we're monitoring.
Okay, perfect. Thanks, guys. I'll turn it over.
Your next question comes from the line of Ketan Mamtora with BMO Capital Markets. Please go ahead.
Thank you. Good morning, Mark, Wayne, Collin. Maybe just coming back on the repurchase authorization. I am just curious, as you think about progressing with this, how much of this really depends on potential asset dispositions at some point later this year? Or put it differently, how much could you do share repurchases without any asset disposition?
Yeah, Ketan, we are not going to be overly prescriptive on that. We do continue to have the ability to repurchase shares. We are comfortable with where leverage sits currently, but like I said, it has ticked up modestly with repurchases that we have done to date. We certainly have the ability to press leverage a bit higher than that target rate. We do tend to look at that as an over-the-cycle leverage target. We still think that Wood Products is contributing below mid-cycle Adjusted EBITDA. We still anticipate some incremental merger synergies to come into play here in the coming 12 months. We do have some flexibility in terms of how we have articulated that target. But we are more mindful of leverage, just given the interest rate environment. So, that is why we are really focused on looking at additional disposition opportunities really to extend that runway.
Understood. That is helpful. Relatedly on the asset dispositions, Mark, I am just curious, how do you think about maintaining scale and size in whether it is some regional markets or just broadly Southern versus the West versus just the perceived disconnect between public-private market valuations as you consider these potential dispositions?
Yeah, I mean, that is certainly a key consideration as we evaluate where we may look at additional dispositions. We want to make sure we maintain sufficient scale in the different market areas in which we operate. But again, recall that that was one of the benefits we laid out at the time of the merger with PotlatchDeltic, was to the extent that this disconnect persisted, we now had a bigger sandbox to play in, so to speak. We think we have the ability to continue to lean in on disposition opportunities really without compromising those benefits of scale.
Got it. Just a final question. I am just curious with pulpwood prices, it seems like it is stabilizing, but it has come under a lot of pressure here in the last 18 to 24 months. Are you seeing any signs or are you all changing either silvicultural practices or thinning regimes? Any changes there given how depressed prices have been here recently?
Yeah, look, we have talked about this quite a bit in the past. Pulpwood markets have been very challenging these past few years. We faced this perfect storm of mill closures coupled with pretty elevated supply in certain areas due to dry weather and some large-scale casualty events. With that said, we do think pulpwood markets have generally stabilized over the last several months or several quarters, really as mill operating rates have generally improved following some capacity rationalization that occurred. So, conditions have improved somewhat, but pulpwood prices are still well below where they were a few years ago, which has really been a pretty big headwind for our industry here recently. We are investing a lot of time right now in new market development to try to bolster demand for pulpwood and residuals as well. That is specifically around bioenergy, biofuel, biochar-type opportunities.
But again, this is going to take some time to play out. So, it has been a tough backdrop here for pulpwood recently, but we are cautiously optimistic that we could see some of these new sources of demand start to scale up and hopefully replace some of that demand that was lost from the traditional pulp and paper industry. Certainly, silvicultural practices, I think, are under review across the industry today to, again, just lessen the volume of pulpwood that is in the market or that is being targeted on final harvest.
Got it. That is helpful perspective. Good luck.
There are no further questions at this time. I will now turn the call back to Collin Mings for the closing remarks.
Thank you. I would like to thank everybody for joining us. Please contact us with any follow-up questions.
This concludes today's call. Thank you for attending. You may now disconnect.