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PART I
ITEM 1.BUSINESS
General
CatchMark Timber Trust, Inc. ("CatchMark Timber Trust") (NYSE: CTT) owns and operates timberlands located in the United States and has elected to be taxed as a REIT for federal income tax purposes. CatchMark Timber Trust acquires, owns, operates, manages, and disposes of timberland properties directly, through wholly-owned subsidiaries, or through joint ventures. We seek to capture the highest value per acre and to generate sustainable yields through disciplined management and superior stewardship of our exceptional resources. We intend to grow over time through selective acquisitions and investments in high-demand fiber markets and to efficiently integrate new acquisitions and investments into our operations. Operationally, we focus on generating cash flows from sustainable harvests and improved harvest mix on high-quality industrial timberlands, as well as opportunistic land sales, rent from hunting and recreational leases and asset management fees to provide recurring dividends to our stockholders. We continue to practice intensive forest management and silvicultural techniques that improve the biological growth of our forests.
We also seek to create additional value from economic realization of environmental initiatives, including carbon sequestration, wetlands mitigation banking, and solar projects, recognizing the key role that forests play in protecting the environment. From time-to-time, we enter into joint ventures with long-term, institutional equity partners to opportunistically acquire, own, and manage timberland properties that fit our core investment strategy. Our joint venture platform leverages our operating scale and timberland management efficiencies to generate management fee revenues.
For the years ended December 31, 2021, 2020, and 2019, our revenues from timber sales, timberland sales, asset management fees, and other non-harvest related sources, as a percentage of our total revenue, are set forth in the table below:
| | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | 2019 |
| Timber sales | | 71 | % | | 69 | % | | 68 | % |
| Timberland sales | | 14 | % | | 15 | % | | 17 | % |
| Asset management fees | | 11 | % | | 12 | % | | 11 | % |
| Other revenues | | 4 | % | | 4 | % | | 4 | % |
| Total | | 100 | % | | 100 | % | | 100 | % |
CatchMark Timber Trust conducts substantially all of its business through CatchMark Timber Operating Partnership, L.P. (“CatchMark Timber OP”), a Delaware limited partnership in which CatchMark Timber Trust is the general partner and owns, directly or indirectly, 99.77% of CatchMark Timber OP's Common Units. CatchMark Timber Trust conducts certain aspects of its business through CatchMark Timber TRS, Inc. (“CatchMark TRS”), a Delaware corporation formed as a wholly owned subsidiary of CatchMark Timber OP in 2006. CatchMark TRS is a taxable REIT subsidiary. Unless otherwise noted, references herein to “CatchMark,” “we,” “our,” or “us” shall include CatchMark Timber Trust and all of its subsidiaries, including CatchMark Timber OP, and the subsidiaries of CatchMark Timber OP, including CatchMark TRS.
Segment Information
We have three reportable segments: Harvest, Real Estate and Investment Management. Our Harvest segment includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Our Real Estate segment includes timberland sales, cost of timberland sales and large dispositions. Our Investment Management segment includes investments in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures.
The following table presents operating revenues by reportable segment:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
| Harvest | $ | 76,596 | | | $ | 76,464 | | | $ | 77,189 | |
| Real Estate | 14,090 | | | 15,642 | | | 17,572 | |
| Investment Management | 11,475 | | | 12,184 | | | 11,948 | |
Total | $ | 102,161 | | | $ | 104,290 | | | $ | 106,709 | |
Current Timberland Holdings
As of December 31, 2021, we wholly owned interests in 369,700 acres of high-quality industrial timberlands located in the U.S. South, consisting of 14.6 million tons of merchantable timber inventory. Our timberlands have been intensively managed for sustainable commercial timber production and are located within attractive and desirable fiber baskets encompassing a diverse group of pulp, paper and wood products manufacturing facilities.
In addition to our wholly-owned timber assets, as of December 31, 2021, we owned a 50% membership interest in the Dawsonville Bluffs Joint Venture, which owns two wetlands mitigation banks with an aggregate book basis of $2.0 million as of December 31, 2021.
Please refer to Item 2 — Properties for more details on our timber and timberland properties.
Our Business and Growth Strategies
Our objective is to capture the highest value per acre from our prime timberlands and to generate sustainable yields through the ongoing implementation of the following business and growth strategies:
Actively Manage Our Timberlands for Long-Term Results. We seek to maximize long-term returns by actively managing our timberlands to achieve an optimum balance among biological timber growth, current harvest cash flow, and responsible environmental stewardship. Further, we expect to continue making investments in forest technology, including improved seedlings, in order to increase the sustainable yield of our timberlands over the long-term.
Maximize Profitability on Timber Sales. We actively manage our log merchandising efforts together with delivered and stumpage sales with the goal of achieving the highest available price for our timber products. We compete with other timberland owners on the basis of the quality of our logs, the prices of our logs, our reputation as a reliable supplier, and our ability to meet customer specifications. We will continue to work diligently and proactively with our third-party contractors with a view towards optimizing our logging, hauling, sorting, and merchandising operations to extract the maximum profitability from each of our logs based on the foregoing considerations.
Pursue Attractive Timberland Acquisitions. We seek to identify and acquire high-quality industrial timberland properties, with our target deal size ranging from $5 million to $50 million. We currently focus on acquiring tracts to expand our presence in superior mill markets where we already have strong local relationships, seeking to strengthen our harvest EBITDA while maintaining stable merchantable inventory per acre. Our targets include a high allocation of pine plantations with strong site indices as well as above-average operability and fall into three categories:
•Near-term cash accretive acquisitions — higher yielding, more immediately harvestable properties with higher merchantable stocking levels and an older average age;
•Portfolio accretive acquisitions — properties that help balance portfolio age class distribution and productivity and would likely consist of younger plantations that complement our long-term objectives; and
•Environmentally-focused income opportunities — centered around carbon sequestration, wetlands mitigation bank credits, and solar projects.
We expect our transaction pipeline to come from a variety of sources, including timber fund portfolio rebalancing and private owner liquidations.
We may enter into fiber supply agreements with respect to acquired properties in order to ensure a steady source of demand for our incremental timber production.
Opportunistically Sell Timberland Assets. We continuously assess potential alternative uses of our timberlands, as some of our properties may be more valuable for development, conservation, recreational or other purposes than for growing timber. We intend to capitalize on the value of our timberland portfolio by opportunistically monetizing timberland properties. When evaluating our land sale opportunities, we assess a full range of matters relating to the timberland property or properties, including, but not limited to:
•Inventory stocking below portfolio average;
•Predominantly hardwood merchantable inventory mix; and
•Poor productivity.
The close proximity of our existing timberlands to several major population centers provides us with opportunities to periodically sell parcels of our land at favorable valuations. We generally expect to sell approximately 2% to 3% of our fee timberland acreage on an annual basis pursuant to our land sales program, although such results may vary. We may also decide to pursue various land entitlements on certain properties in order to realize higher long-term values on such properties.
From time to time, we have also sold blocks of timberland properties under a capital recycling program in order to generate proceeds to fund capital allocation priorities, including, but not limited to, redeployment into more desirable timberland investments, paying down outstanding debt, or repurchasing shares of our common stock. Such large dispositions are not part of core operations, are infrequent in nature, and may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value. Timberland disposition opportunities under our capital recycling program have been evaluated based in part on inventory stocking and mix profiles, productivity characteristics, geographical diversification and procurement and operating areas. We currently have no plans to complete additional large dispositions under our capital recycling program.
Create Value Through the Economic Realization of Environmental Initiatives. Our strategic investment opportunities also include the development of new value-creation opportunities such as carbon sequestration, wetlands mitigation banking, and solar projects. We are currently pursuing the development of a carbon program to enable us to turn our greenhouse gas emissions reductions and removals into verified carbon units that can be marketed and sold to third parties. Wetlands mitigation banking includes the creation and selling of mitigation credits on existing portfolio holdings and future timberland investments. Through the Dawsonville Bluffs Joint Venture, we own interests in two mitigation banks and we continue to evaluate opportunities to develop mitigation banks on our wholly-owned timberlands as well as through additional joint ventures. Solar projects include leasing or selling property to solar developers to help produce renewable energy and reduce greenhouse gas emissions.
Generate Additional Value Through Joint Ventures. From time to time, we seek to create additional value through institutional equity joint ventures to acquire, own, and manage timberland properties that meet our core investment strategy. We expect future joint venture investments to follow the model of the successful Dawsonville Bluffs Joint Venture – transactions with straightforward, pari passu capital structures where we control management and can earn asset management fees, including promotes for strong performance. The timberland properties acquired through the Dawsonville Bluffs Joint Venture fit our profile for high quality assets with HBU characteristics, which we were able to sell at significant profits. The wetlands mitigation banks acquired through the Dawsonville Bluffs Joint Venture exemplify our opportunities to generate significant value through various environmental initiatives on our existing and future timberland ownership. Additionally, we have established our investment management business by managing the day-to-day operations of such joint ventures and earning significant asset management fee income that has and can support our dividend and growth strategy.
Practice Sound Environmental Stewardship. We remain committed to responsible environmental stewardship and sustainable forestry. Our wholly-owned timberlands have been third-party audited and certified in accordance with the 2015-2019 SFI standards (extended through December 2021). SFI standards promote sustainable forest management through recognized core principles, including measures to protect water quality, biodiversity, wildlife habitat and at-risk species. Our timberlands are further managed to meet or exceed all state regulations through the implementation of best management practices as well as internal policies designed to ensure compliance. Commencing in 2022, we will be subject to the new SFI 2022 standards, which provide additional focus on forest management activities that address climate change adaptation and mitigation measures as well as management of
fire risk in the face of climate change. We believe our continued commitment to environmental stewardship will allow us to maintain our timberlands’ productivity, grow our customer base, and enhance our reputation as a preferred timber supplier.
Financing Strategy
Our long-term financing strategy seeks to maximize balance sheet liquidity and operational flexibility for the purpose of generating current income and attractive long-term returns for our stockholders. We intend to employ prudent amounts of debt and equity financing as a means of providing additional funds for the selective acquisitions of timber assets, to refinance existing debt, or for general corporate purposes. In particular, we seek to maximize balance sheet liquidity and flexibility by:
•Maintaining sufficient liquidity through borrowing capacity under our credit facilities and cash-on-hand;
•Minimizing the amount of near-term debt maturities in a single year;
•Maintaining low to modest leverage;
•Managing interest rate risk through an appropriate mix of fixed and variable rate debt instruments, either directly or using interest rate swaps, caps or other arrangements; and
•Maintaining access to diverse sources of capital.
We determine the amount of debt and equity financing to be used when acquiring an asset by evaluating terms available in the credit markets (such as interest rate, repayment provisions and maturity), our cost of equity capital, and our assessment of the particular asset’s risk. Historically, a significant portion of our debt has consisted of long-term borrowings secured by our timber assets.
We anticipate that we will continue to use a number of different sources to finance our operations and selective acquisitions going forward, including cash from operations, proceeds from asset dispositions, funds available under bank credit facilities (which may or may not be secured by our assets), co-investments through partnerships or joint ventures, potential future issuances of common or preferred equity or partnership interests in our operating partnership, or any combination of these sources, to the extent available to us, or other sources that may become available from time to time.
Transaction Activities
Our capital allocation priorities are to deliver quarterly dividends, maintain healthy liquidity and ample working and growth capital, execute on strategic acquisition and investment opportunities, and maintain a stable and attractive debt profile. Over the past three years, in order to position ourselves for further growth, we have focused on strengthening our balance sheet through deleveraging with proceeds from large dispositions completed under our capital recycling program. In October 2021, we exited the Triple T Joint Venture, using proceeds received to further pay down our outstanding debt. We did not acquire additional timberlands during 2021 and 2020 and acquired 900 acres in 2019. We completed the following transactions during the three years ended December 31, 2021:
Land Sales
During the years ended December 31, 2021, 2020, and 2019, we sold 7,500 acres, 9,300 acres, and 9,200 acres of timberland, respectively, in the U.S. South. These land sales represented approximately 2.0%, 2.3%, and 2.2%, respectively, of our average fee timberland acreage (based on average quarterly fee timberland acreage) for each year. For the years ended December 31, 2021, 2020, and 2019, the disposed timberlands had an average merchantable timber stocking of 21, 26, and 37 tons per acre, respectively, as compared to 41, 42, and 43 tons per acre for our U.S. South portfolio at the beginning of each respective year.
Large Dispositions
During the years ended December 31, 2021, 2020, and 2019, we completed large dispositions of 23,100 acres, 14,400 acres, and 14,400 acres of wholly-owned timberlands for $107.5 million, $21.3 million, and $25.4 million, respectively. Two large dispositions were completed in 2021 consisting of 5,000 acres sold in the U.S. South for $7.5 million and 18,100 acres sold in the Pacific Northwest for $100.0 million (the "Bandon Disposition"). We
recognized gains of $0.8 million and $23.4 million, respectively, from these two large dispositions. Over the term of our ownership of the Bandon property from August 2018 to August 2021, we harvested 283,600 tons of timber and generated cumulative timber sales revenue of $26.0 million. Net proceeds of $102.7 million received from these large dispositions were used to pay down our outstanding debt. The large dispositions in the U.S. South had an average merchantable timber stocking of 24, 29, and 37 tons per acre, as compared to 41, 42, and 43 tons per acre for our U.S. South portfolio at the beginning of each respective year.
Triple T Exit
On October 14, 2021, we entered into a recapitalization and redemption agreement with TexMark Timber Treasury, L.P., a Delaware limited partnership (the “Triple T Joint Venture"), and the preferred limited partners of the Triple T Joint Venture for the redemption of our common equity interests in the Triple T Joint Venture in exchange for $35.0 million in cash (the “Triple T Exit”). The amended and restated asset management agreement between the Triple T Joint Venture and us was terminated and replaced by a transition services agreement, effective retroactively from September 1, 2021 through March 31, 2022, under which we provide transition services in exchange for a service fee of $5.0 million. We used the $40.0 million received to pay down our outstanding debt. The Triple T Exit is an important step in delivering on our long-term strategy and positions us for future growth.
Timber Agreements
Mahrt Timber Agreements
We are party to a master stumpage agreement and a fiber supply agreement (collectively, the “Mahrt Timber Agreements”) with a wholly-owned subsidiary of WestRock. The master stumpage agreement provides that we will sell specified amounts of timber and make available certain portions of our timberlands to CatchMark TRS for harvesting. The fiber supply agreement provides that WestRock will purchase a specified tonnage of timber from CatchMark TRS at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to the fiber supply agreement are negotiated every two years but are subject to quarterly market pricing adjustments based on an index published by TimberMart-South, a quarterly trade publication that reports raw forest product prices in 11 southern states. The initial term of the Mahrt Timber Agreements is October 9, 2007 through December 31, 2032, subject to extension and early termination provisions. The Mahrt Timber Agreements ensure a long-term source of supply of wood fiber products for WestRock in order to meet its paperboard and lumber production requirements at specified mills and provide us with a reliable consumer for the wood products from its timberlands.
For the year ended December 31, 2021, WestRock purchased 367,600 tons under the Mahrt Timber Agreements. See Note 7 — Commitments and Contingencies to our accompanying consolidated financial statements for additional information regarding the material terms of the Mahrt Timber Agreements.
We derived approximately 11%, 11%, and 12% of our net timber sales revenue from the Mahrt Timber Agreements in each of the years ended December 31, 2021, 2020, and 2019, respectively. For 2022, WestRock is required to purchase, and we are required to make available for purchase to WestRock, at least 371,100 tons of timber under the Mahrt Timber Agreements.
Carolinas Supply Agreement
We assumed a pulpwood supply agreement with IP (the "Carolinas Supply Agreement") in connection with a timberland acquisition completed in 2016. The Carolinas Supply Agreement is effective through November 3, 2026 and requires us to sell agreed-upon pulpwood volumes to IP and IP is required to purchase these volumes at defined market prices.
We sold 88,500 tons of timber under the Carolinas Supply Agreement in 2021. We derived approximately 3%, 2%, and 4% of our net timber sales revenue from the Carolinas Supply Agreement in 2021, 2020, and 2019, respectively. For 2022, IP is required to purchase, and we are required to make available for purchase to IP, at least 50,000 tons of timber under the Carolinas Supply Agreement.
Credit Risk of Customers
For the year ended December 31, 2021, our largest customer, WestRock, represented 16% of our total revenues. No other customer represented more than 10% of our total revenues. The loss of WestRock as a customer would have a material adverse effect on our operating results. We sold timber to 61 customers in 2021, compared to 74 in 2020 and 69 in 2019.
We are not aware of any reason why our current customers will not be able to pay their contractual amounts as they become due in all material respects.
Competition
We compete with various private and industrial timberland owners as well as governmental agencies that own or manage timberlands in the U.S. South. Due to transportation and delivery costs, pulp, paper and wood products manufacturing facilities typically purchase wood fiber within a 100-mile radius of their location, which thereby limits, to some degree, the number of significant competitors in any specific regional market. Factors affecting the level of competition in our industry include price, species, grade, quality, proximity to the mill customer, and our reliability and consistency as a supplier. Also, as we seek to acquire timberland assets, we are in competition for targeted timberland tracts with other similar timber investment companies, as well as investors in land for purposes other than growing timber. As a result, we may have to pay more for the timberland tracts to become the owner if another suitable tract cannot be substituted. When it becomes time to dispose of timberland tracts, we will again be in competition with sellers of similar tracts to locate suitable purchasers of timberland. We will face competition from other landowners and alternative products as we seek to create and monetize revenue-generating environmental solutions, including solar projects, carbon sequestration and wetlands mitigation banking.
Seasonality
Our harvest operations are affected by seasonal weather conditions, where wet weather could reduce our harvest volume but boost prices due to limited supply, while dry weather could suppress prices due to increases in supply.
COVID-19 Pandemic
See Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations for a discussion of the impact of COVID-19 on our business.
Regulatory Matters
See Item 1A — Risk Factors, Risk Related to Our Business and Operations for discussions of regulatory matters, including environmental matters, that impact our business.
Human Capital Management
As of December 31, 2021, we had 21 employees, all of whom were full-time and based in the United States. We care about our employees and recognize that they are key to our success. Our Compensation Committee has oversight for our policies and strategies regarding human capital management and has determined that the policies and strategies discussed below are important to our company’s performance.
Protection from Harassment, Discrimination and Retaliation. We believe that all individuals should be treated with dignity and respect, and have adopted a Human Rights Policy that, among other things, includes a No Harassment Policy that does not tolerate discriminatory harassment of any sort, including based on race, color, religion, sex, national origin, age, disability, pregnancy, childbirth, or related medical conditions, gender identity, sexual orientation, genetic information, citizenship status, service member status or any other characteristic protected by federal, state or local anti-discrimination laws. We also value and protect an employee's right to raise workplace issues without concern for retaliation. We believe our employee relations are good and we have policies and procedures in place to quickly address and remedy employee grievances and any workplace disputes.
Diversity and Inclusion. We value diversity in the workplace. As of December 31, 2021, 50% of our executive officers were women and 57% of our total number of employees were women. Approximately 24% of our workforce is comprised of individuals that identify as a member of an ethnic or racial minority group, including approximately 10% identifying as Asian, 10% identifying as Black and 5% identifying as Hispanic or Latino.
Health and Safety. We are committed to providing and maintaining a safe and healthy workplace for all workers (including vendors, contractors, temporary employees and volunteers) as well as clients, visitors and members of the public. Risks and hazards to health and safety will be eliminated or minimized, as far as is reasonably practicable. We have adopted a Health and Safety Policy in furtherance of this commitment. During the year ended December 31, 2021, as a result of the COVID-19 pandemic, we maintained safety protocols to protect our employees and others, including protocols regarding social distancing, health checks and working remotely. Our experienced teams continued to successfully manage our business during this challenging time.
Benefits, Training and Professional Development. We provide high-quality benefits to our employees, including equity grants for all employees, healthcare and wellness initiatives, and a 401(k) plan with a generous company match, time-off for volunteering, a charitable matching program, and a scholarship program for children of non-executive employees. We also provide regular training and professional development opportunities for our employees. These include semi-annual, company-wide information security training programs, as well as personal coaching for all officers and executives, and opportunities to attend conferences and other events relevant to the timberland, forest products and REIT industries. During 2021, our employees participated in over 360 hours of training and education programs, or an average of approximately 16 hours per employee.
Low Average Turnover Rate. We believe that all of our initiatives to make CatchMark an exceptional place to work have resulted in our low historic turnover rate, which averaged 9.7% annually over the past three years. In 2021, our turnover rate was 17.4%, which was higher than average due to the departure of four employees, three of whom had been dedicated to the Triple T Joint Venture, which CatchMark exited in October 2021. While the Company’s 2021 turnover rate was higher than its average, it was still well below the total turnover rate for the United States for 2020 of 57.3% and the turnover rate for financial activities for 2020 of 31.3%, according to the Bureau of Labor Statistics.
Access to SEC Filings and Other Information
Our website is www.catchmark.com. We make available on the Investor Relations section of our website, free of charge, our Annual Reports to Stockholders, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements, and Forms 3, 4 and 5, and amendments to those reports, as soon as reasonably practicable after filing such documents with, or furnishing such documents to, the SEC. Our documents filed with, or furnished to, the SEC are also available for review at the SEC's website at www.sec.gov.
We include our website addresses throughout this report for reference only. The information contained on our website is not incorporated by reference into this report.
ITEM 1A. RISK FACTORS
Below are some of the risks and uncertainties that could cause our actual results and future events to differ materially from those set forth or contemplated in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.
Risks Related to Our Business and Operations
The cyclical nature of the forest products industry could impair our operating results.
Our operating results are affected by the cyclical nature of the forest products industry. Our operating results depend on timber prices that can experience significant variation and that have been historically volatile. Like other participants in the forest products industry, we have limited direct influence over the timing and extent of price changes for cellulose fiber, timber, and wood products. Although some of the supply agreements we have or expect to enter into in the future fix the price of our harvested timber for a period of time, these contracts may not protect us from the long-term effects of price declines and may restrict our ability to take advantage of price increases.
The demand for timber and wood products is affected primarily by the level of new residential construction activity, repair and remodeling activity, the supply of manufactured timber products, including imports of timber products, and to a lesser extent, other commercial and industrial uses. The demand for timber also is affected by the demand for wood chips in the pulp and paper markets and for hardwood in the furniture and other hardwood industries. The
demand for cellulose fiber is related to the demand for disposable products such as diapers and feminine hygiene products. These activities are, in turn, subject to fluctuations due to, among other factors:
•changes in domestic and international economic conditions;
•interest and currency rates;
•population growth and changing demographics; and
•seasonal weather cycles (for example, dry summers and wet winters).
Decreases in the level of residential construction activity generally reduce demand for logs and wood products. This can result in lower revenues, profits, and cash flows. In addition, increases in the supply of logs and wood products at both the local and national level can lead to downward pressure on prices during favorable price environments. Timber owners generally increase production volumes for logs and wood products during favorable price environments. Such increased production, however, when coupled with even modest declines in demand for these products in general, could lead to oversupply and lower prices. Oversupply can result in lower revenues, profits, and cash flows to us and could negatively impact our results of operations.
If we are unable to find suitable investments or pay too much for properties, we may not be able to achieve our investment objectives, and the returns on our investments will be lower than they otherwise would be.
A key component of both our business and growth strategies is to pursue timberland acquisition opportunities. Our ability to identify and acquire desirable timberlands depends upon the performance of our management team in the selection of our investments. We also face significant competition in pursuing timberland investments from other REITs; real estate limited partnerships, pension funds and their advisors; bank and insurance company investment accounts; school and university endowments; individuals; and other entities. The market for high-quality timberland is highly competitive given how infrequently such assets become available for purchase. As a result, many real estate investors have built up their cash positions and face aggressive competition to purchase quality timberland assets. A significant number of entities and resources competing for high-quality timberland properties support relatively high acquisition prices for such properties, which may reduce the number of acquisition opportunities available to, or affordable for, us and could put pressure on our profitability and our ability to pay distributions to stockholders. In addition, our future acquisitions, if any, may not perform in accordance with our expectations due to lower merchantable inventory, lower product pricing or other factors. Finally, we anticipate financing these acquisitions through proceeds from debt or equity offerings (including offerings of partnership units by our operating partnership), borrowings, cash from operations, proceeds from asset dispositions, or any combination thereof, and our inability to finance acquisitions on favorable terms or the failure of any acquisitions to conform to our expectations could adversely affect our results of operations. We cannot assure you that we will be successful in obtaining suitable investments on financially attractive terms, that we will be able to finance the purchase of such investments or that, if we make investments, our objectives will be achieved.
We depend on external sources of capital for future growth, and our ability to access capital markets may be restricted.
Our ability to finance our growth is, to a significant degree, dependent on external sources of capital. Our ability to access such capital on favorable terms could be hampered by a number of factors, many of which are outside of our control, including, without limitation, a decline in general market conditions, decreased market liquidity, increases in interest rates, an unfavorable market perception of our growth potential, including our joint venture strategy, a decrease in our current or estimated future earnings, or a decrease in the market price of our common stock. In addition, our ability to access additional capital may be limited by the terms of our bylaws, which restrict our incurrence of debt in some circumstances, and by our existing indebtedness, which, among other things, restricts our incurrence of additional debt and, in some circumstances, the payment of dividends. Any of these factors, individually or in combination, could prevent us from being able to obtain the capital we require on terms that are acceptable to us or at all, and the failure to obtain necessary capital could materially adversely affect our future growth.
Our cash distributions are not guaranteed and may fluctuate.
Our board of directors, in its sole discretion, determines the amount of the distributions (including the determination of whether to retain net capital gains income) to be paid to our stockholders. Our board of directors will determine
whether to authorize a distribution and the amount of such distribution based on its consideration of a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including future acquisitions and divestitures, harvest levels, changes in the price and demand for our products and general market demand for timberlands, including HBU timberlands and debt covenant restrictions that may impose limitations on cash payments. In addition, our board of directors may choose to retain operating cash flow for investment purposes, working capital reserves or other purposes, and these retained funds, although increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Consequently, our distribution levels may fluctuate. Our failure to meet market expectations with regard to future cash distributions likely would adversely affect the market price of our common stock.
Large-scale increases in the supply of timber may affect timber prices and reduce our revenues.
The supply of timber available for sale in the market could increase for a number of reasons, including producers introducing new capacity or increasing harvest levels. Some governmental agencies, principally the U.S. Department of Agriculture’s Forest Service (the “U.S.D.A. Forest Service”) and the U.S. Department of the Interior’s Bureau of Land Management, own large amounts of timberlands. If these agencies choose to sell more timber from their holdings than they have been selling in recent years, timber prices could fall and our revenues could be reduced. Any large reduction in the revenues we expect to earn from our timberlands would reduce the returns, if any, we are able to achieve for our stockholders.
We depend on FRC and AFM to manage our timberlands, and a loss of the services of one or both of them could jeopardize our ongoing operations.
We are party to timberland operating agreements with FRC and AFM (together, our “Forest Managers”), which are renewable on an annual basis. Pursuant to these agreements, we depend upon our Forest Managers to manage and operate our timberlands and related timber operations and to ensure delivery of timber to our customers. To the extent we lose the services of our Forest Managers, we are unable to retain the services of our Forest Managers at reasonable prices, or our Forest Managers do not perform the services in accordance with the timberland operating agreements, our results of operations may be adversely affected.
We depend on third parties for logging and transportation services, and increases in the costs or decreases in the availability of quality service providers could adversely affect our business.
We depend on logging and transportation services provided by third parties, primarily by truck. If any of our transportation providers were to fail to deliver timber supply or logs to our customers in a timely manner or were to damage timber supply or logs during transport, we may be unable to sell it at full value, or at all. During the COVID-19 pandemic the country has experienced major supply chain shortages, which included many logging and trucking contractors permanently shutting down their operations. As harvest levels have returned to higher levels with the increase in U.S. housing starts, this shortage of logging contractors has resulted in sharp increases in logging costs and in the availability of logging contractors. It is expected that the supply of qualified logging contractors will be impacted by the availability of debt financing for equipment purchases as well as a sufficient supply of adequately trained loggers and drivers. As housing starts continue to increase, harvest levels are expected to increase, sawmills and pulp mills are anticipated to run more efficiently placing more pressure on the existing supply of logging contractors. Any significant failure or unavailability of third-party logging or transportation providers, or increases in transportation rates or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost. Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business.
Our real estate investment activity is concentrated in timberlands, making us more vulnerable economically than if our investments were diversified.
We have only acquired interests in timberlands and expect to make additional timberlands acquisitions in the future. We are subject to risks inherent in concentrating investments in real estate. The risks resulting from a lack of diversification become even greater as a result of our strategy to invest primarily, if not exclusively, in timberlands. A downturn in the real estate industry generally or the timber or forest products industries specifically could reduce the value of our properties and could require us to recognize impairment losses from our properties. A downturn in the timber or forest products industries also could prevent our customers from making payments to us and,
consequently, would prevent us from meeting debt service obligations or making distributions to our stockholders. The risks we face may be more pronounced than if we diversified our investments outside real estate or outside timberlands.
Our timberlands are located in the U.S. South, and adverse economic and other developments in this area could have a material adverse effect on us.
Our timberlands are all located in the U.S. South. As a result, we may be susceptible to adverse economic and other developments in this region, including industry slowdowns, business layoffs or downsizing, relocations of businesses, changes in demographics, increases in real estate and other taxes and increased regulation, any of which could have a material adverse effect on us.
In addition, the geographic concentration of our property makes us more susceptible to adverse impacts from a single natural disaster such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding and other factors that could negatively impact our timber production.
As a relatively small public company, our general and administrative expenses are a larger percentage of our total revenues than many other public companies, which may have a greater effect on our financial performance and may reduce cash available for distribution to our stockholders.
Our total assets as of December 31, 2021 were $507.3 million and our revenues for the year ended December 31, 2021 were $102.2 million. Because our company is smaller than many other publicly-traded REITs, our general and administrative expenses are, and will continue to be, a larger percentage of our total revenues than many other public companies. If we are unable to access external sources of capital and grow our business, our general and administrative expenses will have a greater effect on our financial performance and may reduce the amount of cash flow available for distribution to our stockholders.
We have recently experienced net losses and may experience losses again in the future.
From our inception through the end of 2021, other than in 2014 and 2021, we have incurred net losses. If we are unable to generate net income in the future, and continue to incur net losses, our financial condition, results of operations, cash flows, and our ability to service our indebtedness and make distributions to our stockholders could be materially and adversely affected, which could adversely affect the market price of our common stock.
Increased competition from a variety of substitute products could lead to declines in demand for wood products and negatively impact our business.
Wood products are subject to increased competition from a variety of substitute products, including products made from engineered wood composites, fiber and cement composites, plastics and steel, as well as import competition from other worldwide suppliers. This could result in lower demand for wood products and impair our operating results.
We are subject to the credit risk of our customers. The failure of any of our customers to make payments due to us under supply agreements could have an adverse impact on our financial performance.
Current and future customers who agree to purchase our timber under supply contracts will range in credit quality from high to low. We assume the full credit risk of these parties, as we have no payment guarantees under the contract or insurance if one of these parties fails to make payments to us. While we intend to continue acquiring timberlands in well-developed and active timber markets with access to numerous customers, we may not be successful in this endeavor. Depending upon the location of any additional timberlands we acquire and the supply agreements we enter into, our supply agreements may be concentrated among a small number of customers. Even though we may have legal recourse under our contracts, we may not have any practical recourse to recover payments from some of our customers if they default on their obligations to us. Any bankruptcy or insolvency of our customers, or failure or delay by these parties to make payments to us under our agreements, would cause us to lose the revenue associated with these payments and adversely impact our cash flow, financial condition, and results of operations.
We are substantially dependent on our business relationship with WestRock, and our continued success will depend on WestRock’s economic performance.
The Mahrt Timber Agreements we are party to with WestRock provide that we will sell specified amounts of timber to WestRock, subject to market pricing adjustments and certain early termination rights of the parties. The Mahrt Timber Agreements are intended to ensure a long-term source of supply of wood fiber products for WestRock, in order to meet its paperboard and lumber production requirements at specified mills and provide us with a reliable customer for the timber from our timberlands. Our financial performance is substantially dependent on the economic performance of WestRock as a consumer of our timber. Approximately 11% of our net timber sales revenue for 2021 was derived from the Mahrt Timber Agreements. If WestRock becomes unable to purchase the required minimum amount of timber from us, there could be a material adverse effect on our business and financial condition.
In addition, in the event of a force majeure impacting WestRock, which is defined by the Mahrt Timber Agreements to include, among other things, lightning, fires, storms, floods, infestation, other acts of God or nature, power failures and labor strikes or lockouts by employees, the amount of timber that WestRock is required to purchase in the calendar year would be reduced pro rata based on the period during which the force majeure was in effect and continuing. If the force majeure is in effect and continuing for 15 days or more, WestRock would not be required to purchase the timber that was not purchased during the force majeure period. If the force majeure is in effect and continuing for fewer than 15 days, WestRock would have up to 180 days after the termination of the force majeure period to purchase the timber that was not purchased during the force majeure period. As a result, the occurrence of a force majeure under the terms of the Mahrt Timber Agreements could adversely impact our business and financial condition.
We intend to sell portions of our timberlands, because they are HBU properties, in response to changing conditions or to fund capital allocation priorities, but if we are unable to sell these timberlands promptly or at the price that we anticipate, our land sale revenues may be reduced, which could reduce the cash available for distribution to our stockholders or our ability to fund new investments, the repayment of debt or the repurchase of our shares.
On an annual basis, we intend to sell up to 3% of our fee timberland acreage, primarily timberlands that we have determined have become more valuable for development, recreational, conservation and other uses than for growing timber, which we refer to as HBU properties. We intend to use the proceeds from these sales to support our distributions to our stockholders. From time to time, we have sold blocks of timberland properties under a capital recycling program in order to generate proceeds to fund capital allocation priorities, including, but not limited to redeployment into more desirable timberland investments, paying down outstanding debt, or repurchasing shares of our common stock. We may also sell portions of our timberland from time to time in response to changing economic, financial or investment conditions. Because timberlands are relatively illiquid investments, our ability to promptly sell timberlands is limited. The following factors, among others, may adversely affect the timing and amount of our income generated by sales of our timberlands:
•general economic conditions;
•availability of funding for developers, conservation organizations, governmental agencies, individuals and others to purchase our timberlands for recreational, conservation, residential or other purposes;
•local real estate market conditions, such as oversupply of, or reduced demand for, properties sharing the same or similar characteristics as our timberlands;
•competition from other sellers of land and real estate developers;
•weather conditions or natural disasters having an adverse effect on our properties;
•relative illiquidity of real estate investments;
•forestry management costs associated with maintaining and managing timberlands;
•changes in interest rates and in the availability, cost and terms of debt financing;
•impact of federal, state and local land use and environmental protection laws;
•changes in governmental laws and regulations, fiscal policies and zoning ordinances, and the related costs of compliance with laws and regulations, fiscal policies and ordinances; and
•the potential need to delay sales in order to minimize the risk that gains would be subject to the 100% prohibited transactions tax.
In acquiring timberlands and in entering into long-term supply agreements, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond quickly to market opportunities could adversely impact our results of operations and reduce our cash available to pay distributions to our stockholders.
Uninsured losses relating to the timberlands we own and may acquire may reduce our stockholders’ returns.
The volume and value of timber that can be harvested from the timberlands we own and may acquire may be limited by natural disasters such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding, and other weather conditions and natural disasters, as well as other causes such as theft, trespass, condemnation or other casualty. We do not maintain insurance for any loss to our standing timber from natural disasters or other causes. Any losses of revenue from the loss of such timber and any funds used to restore such losses would reduce cash available for distributions to our stockholders.
Harvesting our timber may be subject to limitations that could adversely affect our results of operations.
Our primary assets are our timberlands. Weather conditions, timber growth cycles, property access limitations, availability of contract loggers and haulers, and regulatory requirements associated with the protection of wildlife and water resources or related to climate change may restrict our ability to harvest our timberlands. Other factors that may restrict our timber harvest include damage to our standing timber by fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding and other weather conditions and natural disasters. Changes in global climate conditions could intensify one or more of these factors. Although damage from such causes usually is localized and affects only a limited percentage of standing timber, there can be no assurance that any damage affecting our timberlands will in fact be so limited. Furthermore, we may choose to invest in timberlands that are intermingled with sections of federal land managed by the U.S.D.A. Forest Service or other private owners. In many cases, access might be achieved only through a road or roads built across adjacent federal or private land. In order to access these intermingled timberlands, we would need to obtain either temporary or permanent access rights to these lands from time to time. Our revenue, net income, and cash flow from our operations will be dependent to a significant extent on the continued ability to harvest timber on our timberlands at adequate levels and in a timely manner. Therefore, if we were to be restricted from harvesting on a significant portion of our timberlands for a prolonged period of time, or if material damage to a significant portion of our standing timber were to occur, then our results of operations could be adversely affected.
We face possible liability for environmental clean-up costs and wildlife protection laws related to the timberlands we acquire, which could increase our costs and reduce our profitability and cash distributions to our stockholders.
Our business is subject to laws, regulations, and related judicial decisions and administrative interpretations relating to, among other things, the protection of timberlands, endangered species, timber harvesting practices, recreation and aesthetics, and the protection of natural resources, air and water quality that are subject to change and frequently enacted. These changes may adversely affect our ability to harvest and sell timber and to remediate contaminated properties. We are subject to regulation under, among other laws, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act of 1980, the National Environmental Policy Act and the Endangered Species Act, as well as comparable state laws and regulations. Violations of various statutory and regulatory programs that apply to our operations could result in civil penalties; damages, including natural resource damages; remediation expenses; potential injunctions; cease-and-desist orders; and criminal penalties.
Laws and regulations protecting the environment have generally become more stringent in recent years and could become more stringent in the future. Some environmental statutes impose strict liability, rendering a person liable for environmental damage without regard to the person’s negligence or fault. We may acquire timberlands subject to environmental liabilities, such as clean-up of hazardous substance contamination and other existing or potential liabilities of which we are not aware, even after investigations of the properties. We may not be able to recover any of these liabilities from the sellers of these properties. The cost of these clean-ups could therefore increase our
operating costs and reduce our profitability and cash available to make distributions to our stockholders. The existence of contamination or liability also may materially impair our ability to use or sell affected timberlands.
The Endangered Species Act and comparable state laws protect species threatened with possible extinction. At least one species present on our timberlands has been, and in the future more may be, protected under these laws. Protection of threatened and endangered species may include restrictions on timber harvesting, road-building, and other forest practices on private, federal, and state land containing the affected species. The size of the area subject to restriction varies depending on the protected species at issue, the time of year, and other factors, but can range from less than one acre to several thousand acres.
The Clean Water Act regulates the direct and indirect discharge of pollutants into the waters of the United States. Under the Clean Water Act, it is unlawful to discharge any pollutant from a “point source” into navigable waters of the United States without a permit obtained under the National Pollutant Discharge Elimination System (“NPDES”) permit program of the U.S. Environmental Protection Agency (the “EPA”). Storm water from roads supporting timber operations that is conveyed through ditches, culverts and channels are exempted by EPA rule from this permit requirement and Congress amended Section 402(1) of the Clean Water Act in 2014 to prohibit the requirement of NPDES permits for discharge of runoff associated with silvicultural activities conducted in accordance with standard industry practice, leaving those sources of water discharge to state regulation. The scope of these state regulations varies by state and are subject to change, legal challenges and legislative responses. To the extent we are subject to future federal or state regulation of storm water runoff from roads supporting timber operations, our operational costs to comply with such regulations could increase and our results of operations could be adversely affected.
Changes in climate conditions and governmental responses to such changes may affect our operations or planned future growth activities.
Scientific research indicates that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. Our operations and the operations of our contractors are subject to climate variations, which impact the productivity of forests, the frequency and severity of wildfires, the distribution and abundance of species, and the spread of disease or insect epidemics, which in turn may adversely or positively affect timber production. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural disasters such as hurricanes, earthquakes, hailstorms, wildfires, snow, ice storms, the spread of disease, and insect infestations. Changes in precipitation resulting in droughts could make wildfires more frequent or more severe and could adversely affect timber production. Any of these natural disasters could affect our timberlands and our harvest operations which could have a material adverse effect on our results of operations.
Additionally, there continue to be increased concerns over climate change and environmental issues, as well as numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues. These initiatives include proposals to regulate and/or tax the production of carbon dioxide and other greenhouse gases to facilitate the reduction of carbon compound emissions into the atmosphere and provide tax and other incentives to produce and use cleaner energy. Future legislation or regulatory activity in this area remains uncertain, and its effect on our operations is unclear at this time. We manage our timberland operations to be in compliance with applicable laws and regulations. However, it is possible that legislation or government mandates, standards or regulations intended to mitigate or reduce carbon dioxide or other greenhouse gas emissions or other climate change effects could adversely affect our operations. For example, such initiatives could limit harvest levels or result in significantly higher costs for energy, which could have an adverse effect on our results of operations.
Our estimates of the timber growth rates on our properties may be inaccurate, which would impair our ability to realize expected revenues from those properties and could also cause us to incorrectly estimate our timber inventory and the calculation of our depletion expense.
We rely upon estimates of the timber growth rates and yield when acquiring and managing timberlands. These estimates are central to forecasting our anticipated merchantable inventory, harvest volumes, timber revenues and expected cash flows. Growth rates and yield estimates are developed by forest statisticians using measurements of trees in research plots on a property. The growth equations predict the rate of height and diameter growth of trees so that foresters can estimate the volume of timber that may be present in the tree stand at a given age. Tree growth varies by soil type, geographic area, and climate. Inappropriate application of growth equations in forest management planning may lead to inaccurate estimates of future volumes. If these estimates are inaccurate, our ability to manage our timberlands in a profitable manner will be diminished, which may cause our results of
operations to be adversely affected. Inaccurate estimates could also cause us to incorrectly calculate our depletion expense.
We may be unable to properly estimate non-timber revenues from any properties that we acquire, which would impair our ability to acquire attractive properties, as well as our ability to derive the anticipated revenues from those properties.
If we acquire additional properties, we likely will expect to realize revenues from timber and non-timber-related activities, such as recreational leases or environmental initiatives, including carbon credits, wetlands mitigation banking and solar projects. Non-timber activities can contribute significantly to the revenues that we derive from a particular property. We will rely on estimates to forecast the amount and extent of revenues from non-timber-related activities on our timberlands. If our estimates concerning the revenue from non-timber-related activities are incorrect, we may not be able to realize the projected revenues. If we are unable to realize the level of revenues that we expect from non-timber activities, our revenues from the underlying timberland would be less than expected and our results of operations and ability to make distributions to our stockholders may be negatively impacted.
Changes in assessments, property tax rates, and state property tax laws may reduce our net income and our ability to make distributions to our stockholders.
Our expenses may be increased by assessments of our timberlands and changes in property tax laws. We generally intend to hold our timberlands for a substantial period of time. Property values tend to increase over time, and as property values increase, the related property taxes generally also increase, which would increase the amount of taxes we pay. In addition, changes to state tax laws or local initiatives could also lead to higher tax rates on our timberlands. Because each parcel of a large timberland property is independently assessed for property tax purposes, our timberlands may receive a higher assessment and be subject to higher property taxes. In some cases, the cost of the property taxes may exceed the income that could be produced from that parcel if we continue to hold it as timberland. If our timberlands become subject to higher tax rates, such costs could have a material adverse effect on our financial condition, results of operations and ability to make distributions to our stockholders.
Changes in land uses in the vicinity of our timberlands may increase the amount of the property that we classify as HBU properties, and property tax regulations may reduce our ability to realize the values of those HBU properties.
An increase in the value of other properties in the vicinity of our timberlands may prompt us to sell parcels of our land as HBU properties. Local, county and state regulations may prohibit us from, or penalize us for, selling a parcel of timberland for real estate development. Some states regulate the number of times that a large timberland property may be subdivided within a specified time period, which would also limit our ability to sell our HBU property. In addition, in some states timberland is subject to certain property tax policies that are designed to encourage the owner of the timberland to keep the land undeveloped. These policies may result in lower taxes per acre for our timberlands as long as they are used for timber purposes only. However, if we sell a parcel of timberland in such states as HBU property, we may trigger tax penalties, which could require us to repay all of the tax benefits that we have received. Our inability to sell our HBU properties on terms that are favorable to us could negatively affect our financial condition and our ability to make distributions to our stockholders.
Changes in energy and fuel costs could affect our financial condition and results of operations.
Energy costs are a significant operating expense for our logging and hauling contractors and for the contractors who support the customers of our standing timber. Energy costs can be volatile and are susceptible to rapid and substantial increases due to factors beyond our control, such as changing economic conditions, political unrest, instability in energy-producing nations, and supply and demand considerations. Increases in the price of oil could adversely affect our business, financial condition and results of operations. In addition, an increase in fuel costs, and its impact on the cost and availability of transportation for our products and the cost and availability of third-party logging and hauling contractors, could have a material adverse effect on the operating costs of our contractors and our standing timber customers as well as in defining economically accessible timber stands. Such factors could in turn have a material adverse effect on our business, financial condition and results of operations.
Actions of joint venture partners could negatively impact our performance.
We are party to the Dawsonville Bluffs Joint Venture and may enter into additional joint ventures in the future, including, but not limited to, joint ventures involving the ownership and management of timberlands. Such joint venture investments may involve risks not otherwise present with a direct investment in timberlands, including, without limitation:
•the risk that a joint venture may not be able to make payments under, or refinance on attractive terms or at all, its financing arrangements, including secured financings pursuant to which defaults could result in lenders foreclosing on the joint venture's assets;
•the risk that a joint venture partner may at any time have economic or business interests or goals which are, or which become, inconsistent with our business interests or goals;
•the risk that a joint venture partner may be in a position to take actions that are contrary to the agreed upon terms of the joint venture, our instructions or our policies or objectives;
•the risk that we may incur liabilities as a result of an action taken by a joint venture partner;
•the risk that disputes between us and a joint venture partner may result in litigation or arbitration that would increase our expenses and occupy the time and attention of our officers and directors;
•the risk that no joint venture partner may have the ability to unilaterally control the joint venture with respect to certain major decisions, and as a result an irreconcilable impasse may be reached with respect to certain decisions;
•the risk that we may not be able to sell our interest in a joint venture when we desire to exit the joint venture, or at an attractive price; and
•the risk that, if we have a contractual right or obligation to acquire a joint venture partner’s ownership interest in the joint venture, we may be unable to finance such an acquisition if it becomes exercisable or we may be required to purchase such ownership interest at a time when it would not otherwise be in our best interest to do so.
The occurrence of any of the foregoing risks with respect to a joint venture could have an adverse effect on the financial performance of such joint venture, which could in turn have an adverse effect on our financial performance and the value of an investment in our company.
The effects of the ongoing COVID-19 pandemic, as well as any future pandemics or similar events, and the actions taken in response thereto may adversely impact our results of operations and financial condition and our ability to make distributions to our stockholders.
In December 2019, a coronavirus (COVID-19) outbreak was reported in China, and, in March 2020, the World Health Organization declared it a global pandemic. Since that time, the coronavirus has spread throughout the United States, including in the U.S. South we operate. The ongoing COVID-19 pandemic has caused significant economic disruption, which could worsen. As a result, there have been periodic adverse effects on the demand for our timber and wood products and disruptions to our supply chain and the manufacturing, distribution and export of our timber and wood products, all of which could worsen in the future. The COVID-19 pandemic may further impact our business, results of operations and financial condition, including as a result of:
•declines in harvest volumes due to:
◦a deterioration in the housing market and a resulting decrease in demand for sawtimber;
◦a decline in production level at mills due to instances of COVID-19 among their employees or decreased demand for their products; and
◦the effects of COVID-19 on contract logging operations, transportation and other critical third-party providers;
•the inability to complete timberland sales due to state and local government office closures limiting the ability of potential buyers to complete title searches and other customary due diligence;
•effects on key employees, including operational management personnel and those charged with preparing, monitoring and evaluating the companies’ financial reporting and internal controls; and
•market volatility and market downturns negatively impacting the trading of our common stock.
While the ongoing COVID-19 pandemic continues to rapidly evolve, the extent to which it may further impact us is highly uncertain and will depend on future developments that cannot be predicted with confidence. Such developments include, but are not limited to, the future rate of occurrence or mutation of COVID-19, the vaccination rate and the overall efficacy of the vaccines, especially as new strains of COVID-19 are discovered, continuation of or changes in governmental responses to the ongoing COVID-19 pandemic, and the effectiveness of responsive actions taken in the United States and other countries to contain and manage the disease.
Given the ongoing and dynamic nature of the circumstances, it is not possible to predict how long the impact of the coronavirus outbreak will last or how significant it will ultimately be to our business. A sustained decline in the economy as a result of the COVID-19 pandemic and the demand for timber could materially and adversely impact our business, results of operations and financial condition and our ability to make distributions to our stockholders. Any other pandemics or similar events in the future could also similarly have a material adverse effect on our results of operations, financial condition and ability to make distributions to our stockholders.
Risks Related to Our Organizational Structure
Our board of directors may change significant corporate policies without stockholder approval.
Our investment, financing, borrowing and distribution policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, are determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. As a result, the ability of our stockholders to control our policies and practices is extremely limited. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal and regulatory requirements, including the listing standards of the NYSE. A change in these policies could have an adverse effect on our financial condition, results of operations and cash flows, the trading price of our common stock, our ability to satisfy our debt service obligations, and our ability to make distributions to our stockholders.
Our board of directors may increase the number of authorized shares of stock and issue stock without stockholder approval, including in order to discourage a third party from acquiring our company in a manner that could result in a premium price to our stockholders.
Subject to applicable legal and regulatory requirements, our charter authorizes our board of directors, without stockholder approval, to amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into other classes or series of stock and to set the preferences, rights and other terms of such classified or unclassified shares. As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. In addition, our board of directors could establish a series of preferred stock that could, depending on the terms of such series, delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders may believe is in their best interests.
In order to preserve our status as a REIT, our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price for our common stock or otherwise benefit our stockholders.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT for U.S. federal income tax purposes. Unless exempted by our board of directors (prospectively or retroactively), no person may actually or constructively own more than 9.8% in value of
the outstanding shares of our capital stock or more than 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of our common stock. This restriction may have the effect of delaying, deferring, or preventing a change in control of our company, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for our common stock or otherwise be in the best interest of our stockholders.
Certain provisions of Maryland law could inhibit changes in control of us, which could lower the value of our common stock.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting or deterring a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
•“business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose supermajority stockholder voting requirements unless certain minimum price conditions are satisfied; and
•“control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
We have opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of our board of directors, and in the case of the control share provisions of the MGCL pursuant to a provision in our bylaws. However, in the future, our board of directors may by resolution elect to opt into the business combination provisions of the MGCL and our board of directors may, by amendment to our bylaws and without stockholder approval, opt in to the control share provisions of the MGCL.
Title 3, Subtitle 8 of the MGCL permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board. Such takeover defenses may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then-current market price.
In addition, the advance notice provisions of our bylaws could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our stockholders may believe to be in their best interests. Likewise, if our board of directors were to opt in to the business combination provisions of the MGCL or the provisions of Title 3, Subtitle 8 of the MGCL, or if the provision in our bylaws opting out of the control share acquisition provisions of the MGCL were rescinded by our board of directors, these provisions of the MGCL could have similar anti-takeover effects.
Risks Related to Our Debt Financing
Our existing indebtedness and any future indebtedness we may incur could adversely affect our financial health and operating flexibility.
We are party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018, June 28, 2019, February 12, 2020, May 1, 2020, August 4, 2021 and October 14, 2021 (the “Amended Credit Agreement”), with a syndicate of lenders, including CoBank, that provides for a senior secured credit facility of up to $553.6 million, which includes three term loan facilities totaling $300 million, one term loan facility with a $68.6 million revolver feature, a $35 million revolving credit facility (the “Revolving Credit Facility”), and a $150 million multi-draw credit
facility (the “Multi-Draw Term Facility”). We had a total of $300 million outstanding as of December 31, 2021, all of which were outstanding term loans.
Our existing indebtedness and any indebtedness we may incur in the future could have important consequences to us and the trading price of our common stock, including:
•limiting our ability to borrow additional amounts for execution of our growth strategy, capital expenditures, debt service requirements, working capital or other purposes;
•limiting our ability to use operating cash flow in other areas of our business because we must dedicate a portion of these funds to service the debt;
•increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates;
•limiting our ability to capitalize on business opportunities, including the acquisition of additional properties, and to react to competitive pressures and adverse changes in government regulation;
•limiting our ability or increasing the costs to refinance indebtedness;
•limiting our ability to enter into marketing and hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions;
•forcing us to dispose of one or more properties, possibly on disadvantageous terms;
•forcing us to sell additional equity securities at prices that may be dilutive to existing stockholders;
•causing us to default on our obligations or violate restrictive covenants, in which case the lenders or mortgagees may accelerate our debt obligations, foreclose on the properties that secure their loans and take control of our properties that secure their loans and collect net timber revenues and other property income; and
•in the event of a default under any of our recourse indebtedness or in certain circumstances under our mortgage indebtedness, we would be liable for any deficiency between the value of the property securing such loan and the principal and accrued interest on the loan.
If any one of these events were to occur, our financial condition, results of operations, cash flow and our ability to satisfy our principal and interest obligations could be materially and adversely affected.
Our financial condition could be adversely affected by financial and other covenants and other provisions under the Amended Credit Agreement or other debt agreements.
Pursuant to the Amended Credit Agreement, we are required to comply with certain financial and operating covenants, including, among other things, covenants that require us to maintain certain fixed charge coverage and LTV ratios and covenants that prohibit or restrict our ability to incur additional indebtedness, grant liens on our real or personal property, make certain investments, dispose of our assets and enter into certain other types of transactions. The Amended Credit Agreement also prohibits us from declaring, setting aside funds for, or paying any dividend, distribution, or other payment to our stockholders other than as required to maintain our REIT qualification if our LTV ratio is greater than 50%. We may only declare and pay distributions not required to maintain our REIT status if (i) our LTV ratio is less than 50%, (ii) we maintain a minimum fixed-charge coverage ratio of 1.05:1.00, and (iii) we limit our aggregate capital expenditures to 1% of the value of our timberlands during any fiscal year. Failure to comply with any of these covenants would likely result in us being prohibited from making any distributions.
The Amended Credit Agreement also subjects us to mandatory prepayment from proceeds generated from certain dispositions of timberlands or lease terminations, which may have the effect of limiting our ability to make distributions under certain circumstances. Provided that no event of default has occurred and the LTV ratio, calculated after giving effect to the disposition, does not exceed 42.5%, the mandatory prepayment requirement excludes (1) net real property disposition proceeds until the aggregate amount of such proceeds received during any fiscal year exceeds 3% of the bank value of the timberlands; (2) lease termination proceeds until the amount of such proceeds exceeds 0.5% of the bank value of the timberlands in a single termination or 1.5% in aggregate over the term of the facility; and (3) net real property disposition proceeds from large property dispositions, as defined, to the extent the proceeds are used within 270 days of receipt for acquisition of additional real property that will be subject to the lien of the Amended Credit Agreement. These restrictions may prevent us from taking actions that we
believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. In addition, a breach of these covenants or other event of default would allow CoBank to accelerate payment of the loan. Given the restrictions in our debt covenants on these and other activities, we may be significantly limited in our operating and financial flexibility and may be limited in our ability to respond to changes in our business or competitive activities in the future.
Our ability to comply with these covenants and other provisions may be affected by events beyond our control, and we cannot assure you that we will be able to comply with these covenants and other provisions. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against collateral granted to them, if any, to secure the indebtedness. If our current or future lenders accelerate the payment of the indebtedness owed to them, we cannot assure you that our assets would be sufficient to repay in full our outstanding indebtedness, including the loans under the Amended Credit Agreement.
We may incur additional indebtedness which could increase our business risks and may reduce the value of your investment.
We have acquired, and in the future may acquire, real properties by borrowing funds. In addition, we may incur mortgage debt and pledge some or all of our real properties as security for that debt to obtain funds to acquire additional real properties. We may also borrow funds if needed to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. We may also borrow funds if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes. Our bylaws do not limit us from incurring debt until our aggregate debt would exceed 200% of our net assets.
Significant borrowings by us increase the risks of a stockholder’s investment. If there is a shortfall between the cash flow from our properties and the cash flow needed to service our indebtedness, then the amount available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of a stockholder’s investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages or other indebtedness contains cross-collateralization or cross-default provisions, a default on a single loan could affect multiple properties.
Our decision to hedge against interest rate changes may have a material adverse effect on our financial results and condition, and there is no assurance that our hedges will be effective.
We use interest rate hedging arrangements in order to manage our exposure to interest rate volatility. These hedging arrangements involve risk, including the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income that we may earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may result in higher interest rates than we would otherwise pay. Moreover, no amount of hedging activity can completely insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and financial condition.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We also depend on the business of our subsidiaries to satisfy our cash needs. If we cannot generate the required cash, we may not be able to make the necessary payments on our indebtedness.
Our ability to make payments on our indebtedness, including the loans under the Amended Credit Agreement, and to fund planned capital expenditures will depend on our ability to generate cash in the future. Our ability to generate
cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We conduct our operations primarily through our subsidiaries. As a result, our ability to service our debt, including our obligations under the Amended Credit Agreement and other obligations, depends largely on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations.
Additionally, our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. We cannot assure you that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the loans under the Amended Credit Agreement, or to fund our other liquidity needs and make necessary capital expenditures.
If our cash flow and capital resources are insufficient to allow us to make scheduled payments on our debt, we may have to sell assets, seek additional capital or restructure or refinance our debt. We cannot assure you that the terms of our debt will allow for these alternative measures or that such measures would satisfy our scheduled debt service obligations.
If we cannot make scheduled payments on our debt:
•the holders of our debt could declare all outstanding principal and interest to be due and payable;
•the holders of our secured debt could commence foreclosure proceedings against our assets; and
•we could be forced into bankruptcy or liquidation.
An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.
All of our outstanding debt under the Amended Credit Agreement bears interest at variable rates, and our potential future debt could as well. As a result, an increase in interest rates, whether because of an increase in market interest rates or a decrease in our creditworthiness, would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase could be more significant for us than it would be for competitors that have less variable rate debt. Increases in interest rates would increase our interest cost, which would reduce our cash flows and our ability to pay distributions to our stockholders. In addition, if we need to repay existing debt during periods of high interest rates, we could be required to sell one or more of our investments in order to repay the debt, which sale at that time might not permit realization of the maximum return on such investments.
The phase-out of LIBOR could affect interest rates for our variable rate debt and interest rate swap arrangements.
LIBOR is used as a reference rate for our variable rate debt under the Amended Credit Agreement and for our interest rate swap arrangements. The United Kingdom’s Financial Conduct Authority has announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after June 30, 2023. The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available. The Amended Credit Agreement and our interest rate swap agreements, which are used to hedge the floating rate exposure of the Amended Credit Agreement, provide that if LIBOR is no longer available, CoBank for the Amended Credit Agreement and Rabobank for the interest rate swaps, in each case, will choose as a benchmark replacement index either a term rate based on SOFR or daily simple SOFR recommended by the Federal Reserve Board or the Federal Reserve Bank of New York, and in the case of the Amended Credit Agreement, that replacement must be posted to the lenders and, unless the required lenders provide written notice that such replacement is not acceptable, such replacement shall thereafter become effective. In such circumstances, the interest rates on our variable rate debt under the Amended Credit Agreement and in our interest rate swap arrangements may change. The new rates may not be as favorable as those in effect prior to any LIBOR phase-out and potential mismatches of
newly adopted interest rates could potentially cause our hedges not to be effective. In addition, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact our cash flow.
High mortgage interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income, and the amount of cash distributions we can make.
If mortgage debt is unavailable at reasonable interest rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the loans become due, or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our net income could be reduced. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money.
Federal Income Tax Risks
Failure to continue to qualify as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders and materially and adversely affect our financial condition and results of operations.
We believe that we have been organized, owned and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that our intended manner of ownership and operation will enable us to continue to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes. Our qualification as a REIT depends upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets, and other tests imposed by the Code. We cannot assure you that we will satisfy the requirements for REIT qualification in the future. Future legislative, judicial or administrative changes to the federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT.
If we fail to qualify to be taxed as a REIT for any taxable year, we will be subject to federal and applicable state and local corporate income tax on our taxable income, if any, determined without a dividends-paid deduction, and, possibly, penalties. In addition, we could not re-elect to be taxed as a REIT for the four taxable years following the year during which we failed to qualify (unless we were entitled to relief under applicable statutory provisions). To the extent we have taxable income, losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax. Our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our common stock.
The failure of Creek Pine REIT, LLC to qualify as a REIT during the period in which we owned an indirect interest in the Triple T Joint Venture and through the remainder of Triple T Joint Venture's taxable year that began January 1, 2021 could cause us to fail to qualify as a REIT.
On July 6, 2018, our operating partnership completed its investment in Creek Pine Holdings, LLC, which owned our interest in the Triple T Joint Venture. On October 14, 2021, we entered into a recapitalization and redemption agreement with the Triple T Joint Venture and the Preferred Investors for the redemption of our common equity interest in the Triple T Joint Venture. Because the Triple T Joint Venture's sole asset is its interest in Creek Pine REIT, LLC (“Creek Pine REIT”), we owned an indirect interest in Creek Pine REIT during the period in which we owned an indirect interest in the Triple T Joint Venture. Creek Pine REIT elected to be taxed as a REIT beginning with its taxable year ended December 31, 2018. Equity in a REIT is a qualifying asset for purposes of the REIT asset tests, and dividends from a REIT are qualifying income for purposes of the REIT gross income tests. Creek Pine REIT is subject to the same REIT qualification requirements that apply to us. If Creek Pine REIT were to fail to qualify as a REIT during the period in which we owned an indirect interest in the Triple T Joint Venture or during the remainder of calendar year 2021, (i) Creek Pine REIT would become subject to U.S. federal and applicable state and local corporate income tax and (ii) our interest in Creek Pine REIT would cease to be a qualifying asset for purposes of our quarterly REIT asset tests, potentially causing us to fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.
Legislative or regulatory tax changes could adversely affect us, our stockholders or our customers.
The federal income tax laws governing REITs and their stockholders, and administrative interpretations of those laws, may be amended at any time, possibly with retroactive effect.
The 2017 tax legislation commonly referred to as the Tax Cuts and Jobs Act made numerous changes to the tax rules that may affect our stockholders and our customers and may directly or indirectly affect us. Many of the changes applicable to individuals apply only through December 31, 2025, including a deduction of up to 20% of ordinary REIT dividends for non-corporate taxpayers.
Further changes to the tax laws are possible. In particular, the federal income taxation of REITs may be modified, possibly with retroactive effect, by legislative, administrative or judicial action at any time. You are urged to consult with your tax advisor with respect to the impact of regulatory or administrative developments and proposals and their potential effect on an investment in our common stock.
Even if we continue to qualify to be taxed as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flows.
Even if we continue to qualify to be taxed as a REIT for federal income tax purposes, we may be subject to some federal, state, and local taxes on our income or property. For example:
•In order to qualify as a REIT, we must distribute annually dividends equal to at least 90% of our REIT taxable income to our stockholders (determined without regard to the dividends-paid deduction and excluding net capital gain). To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to corporate income tax on the undistributed income, including undistributed net capital gains.
•We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income, and 100% of our undistributed income from prior years.
•If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.
•If we sell a property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain may be subject to the 100% “prohibited transaction” tax.
•Our taxable REIT subsidiaries will be subject to tax on their taxable income.
Certain of our business activities are potentially subject to the prohibited transaction tax, which could reduce the return on stockholders’ investments.
As a REIT, we would be subject to a 100% tax on any net income from “prohibited transactions.” In addition, gross income from prohibited transactions would be excluded from both of the gross income tests. In general, prohibited transactions are sales or other dispositions of property to customers in the ordinary course of business unless we qualify for a safe harbor exception. Delivered logs, if harvested and sold by a REIT directly, would likely constitute property held for sale to customers in the ordinary course of business and would, therefore, be subject to the prohibited transactions tax if sold at a gain. Accordingly, we sell standing timber to CatchMark TRS under pay-as-cut contracts which generate capital gain to us under Section 631(b) of the Code (to the extent the timber has been held by us for more than one year), and CatchMark TRS, in turn, harvests such timber and sells logs to its customers. (Creek Pine REIT uses a similar structure.) However, if the IRS were to successfully disregard CatchMark TRS’ role as the harvester and seller of such logs for federal income tax purposes, our income, if any, from such sales could be subject to the 100% prohibited transaction tax. In addition, sales by us of HBU property at the REIT level could, in certain circumstances, constitute prohibited transactions. We intend to avoid the 100% prohibited transaction tax by satisfying safe harbors in the Code, structuring dispositions as non-taxable like-kind exchanges or making sales that otherwise would be prohibited transactions through one or more TRSs whose taxable income is subject to regular corporate income tax. We may not, however, always be able to identify properties that might be treated as part of a “dealer” land sales business. For example, if we sell any HBU properties at the REIT level that we incorrectly identify as property not held for sale to customers in the ordinary course of business or that subsequently become properties held for sale to customers in the ordinary course of business, we may be subject to the 100% prohibited transactions tax.
To maintain our REIT status, we may be forced to forgo otherwise attractive opportunities, which could lower the return on stockholders’ investments.
To qualify to be taxed as a REIT, we must satisfy tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets, and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
Even though we intend to maintain our REIT status, our cash dividends are not guaranteed and may fluctuate.
Each year, REITs are required to distribute dividends equal to at least 90% of their REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gain. We have substantial net operating losses that, subject to possible limitations, will reduce our taxable income. In addition, capital gains may be retained by us but would be subject to income taxes. If capital gains are retained rather than distributed, our stockholders would be notified and they would be deemed to have received a taxable distribution, with a refundable credit for any federal income tax paid by us. Accordingly, we will not be required to distribute material amounts of cash if substantially all of our taxable income is income from timber-cutting contracts or sales of timberland that is treated as capital gains income. Our board of directors, in its sole discretion, determines the amount of quarterly dividends to be provided to our stockholders based on consideration of a number of factors, including but not limited to, tax considerations. Consequently, our dividend levels may fluctuate.
Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates applicable to “qualified dividend income.”
The maximum U.S. federal income tax rate for “qualified dividend income” for non-corporate U.S. stockholders currently is 20%. However, ordinary dividends, i.e., dividends that are not designated as capital gain dividends or qualified dividend income, payable by REITs (“qualified REIT dividends”) generally are not eligible for the reduced rates applicable to qualified dividend income and generally are taxed at ordinary income tax rates. However, non-corporate U.S. stockholders are entitled to a deduction of up to 20% of their qualified REIT dividends received in taxable years beginning before January 1, 2026, subject to certain limitations. Non-corporate investors may perceive investments in REITs to be relatively less attractive than investments in the stocks of other corporations whose dividends are taxed at the lower rates as qualified dividend income.
Our use of taxable REIT subsidiaries may affect the value of our common stock relative to the share price of other REITs.
We conduct a significant portion of our business activities through one or more TRSs. A TRS is a fully taxable corporation that may earn income that would not be qualifying REIT income if earned directly by us. Our use of TRSs enables us to engage in non-REIT-qualifying business activities. However, under the Code, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our non-REIT-qualifying operations. The taxable income of TRSs, including CatchMark TRS, is subject to federal and applicable state and local income tax. While we seek to structure the pricing of our timber sales to CatchMark TRS at market rates, the IRS could assert that such pricing does not reflect arm’s-length pricing and impute additional taxable income to CatchMark TRS or impose excise taxes. Our use of TRSs may cause our common stock to be valued differently than the shares of other REITs that do not use TRSs as extensively as we use them.
We may be limited in our ability to fund distributions on our capital stock and pay our indebtedness using cash generated through our TRSs.
Our ability to receive dividends from our TRSs is limited by the rules with which we must comply to maintain our qualification as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from passive real estate sources including sales of our standing timber and other types of qualifying real estate income, and no more than 25% of our gross income may consist of dividends from TRSs and other non-real estate income. This limitation on our ability to receive dividends from our TRSs may affect our ability to fund cash distributions to our stockholders or make payments on our borrowings using cash flows from our TRSs. The net
income of our TRSs is not required to be distributed, and income that is not distributed will not be subject to the REIT income distribution requirement.
There may be tax consequences to any modifications to our variable rate debt and interest rate swap arrangements to replace references to LIBOR.
The publication of LIBOR rates may be discontinued after June 30, 2023. LIBOR is used as a reference rate for our variable rate debt under the Amended Credit Agreement and for our interest rate swap arrangements. If the publication of LIBOR rates is discontinued, our Amended Credit Agreement and our interest rate swap agreements will automatically replace references to LIBOR with either a term rate based on SOFR or daily simple SOFR recommended by the Federal Reserve Board or the Federal Reserve Bank of New York. Under current law, certain modifications of terms of LIBOR-based instruments may have tax consequences, including deemed taxable exchanges of the pre-modification instrument for the modified instrument. Recently finalized Treasury Regulations, which will be effective March 7, 2022, and Revenue Procedure 2020-44 will treat certain modifications that would be taxable events under current law as non-taxable events. Such guidance does not discuss REIT-specific issues of modifications to LIBOR-based instruments. We will attempt to migrate to a post-LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can give no assurances that we will succeed.
Risks Related to Our Common Stock
The market price and trading volume of our common stock may be volatile.
The U.S. stock markets, including the NYSE, on which our common stock is listed under the symbol “CTT,” have experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock is likely to be similarly volatile, and investors in shares of our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future.
In addition to the other risks listed in this “Risk Factors” section, a number of factors (many of which factors may be amplified by the COVID-19 pandemic) could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock, including:
•the annual yield from distributions on our common stock as compared to yields on other financial instruments;
•equity or debt issuances by us, or future sales of substantial amounts of our common stock by our existing or future stockholders, or the perception that such issuances or future sales may occur;
•short sales or other derivative transactions with respect to our common stock;
•the ability of our share repurchase program to improve stockholder value over the long term;
•changes in market valuations of companies in the timberland, pulp and paper, homebuilding or real estate industries;
•increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of our common stock to demand a higher yield;
•fluctuations in general stock market prices and volumes;
•additions or departures of key management personnel;
•our operating performance and the performance of other similar companies;
•actual or anticipated differences in our quarterly operating results;
•changes in expectations of future financial performance or changes in estimates of securities analysts;
•publication of research reports about us or our industry by securities analysts or failure of our results to meet expectations of securities analysts;
•failure to qualify as a REIT;
•adverse market reaction to any debt securities or preferred equity securities we issue in the future or any indebtedness we incur in the future;
•strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
•the passage of legislation or other regulatory developments that adversely affect us or our industry;
•speculation in the press or investment community;
•changes in our earnings;
•failure to continue to satisfy the listing requirements of the NYSE;
•failure to comply with the requirements of the Sarbanes-Oxley Act;
•actions by institutional stockholders or joint venture partners;
•changes in accounting principles; and
•general market, economic, industry and stock market conditions, including various factors that unrelated to our performance, such as the substantial disruption relating to COVID-19.
Many of the factors listed above are beyond our control. These factors may cause the price of our common stock to decline, regardless of our results of operations, business, or prospects. It is impossible to assure that the market price of our common stock will not fall in the future.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our cash flows, our ability to execute our business strategy and our ability to make distributions to our stockholders.
Future offerings of debt securities, or preferred equity securities, which would be senior to our common stock, may adversely affect the market price of our common stock.
In the future, we may attempt to increase our capital resources by offering debt or preferred equity securities, including senior or subordinated notes and classes of preferred stock. Holders of our debt securities or shares of preferred stock will generally be entitled to receive interest payments or distributions, both current and in connection with any liquidation or sale, prior to the holders of our common stock. Future offerings of debt or preferred equity securities also may reduce the distributions that we pay with respect to our common stock. We are not required to offer any such additional debt or preferred equity securities to existing common stockholders on a preemptive basis, and we may generally issue any such debt or preferred equity securities in the future without obtaining the consent of our common stockholders. As a result, any such future offerings of debt securities or preferred equity securities may adversely affect the market price of the common stock or the distributions that we pay with respect to our common stock.
Increases in market interest rates may result in a decrease in the value of our common stock.
One of the factors that may influence the price of our common stock is our distribution rate on the common stock (as a percentage of the share price of our common stock) relative to market interest rates on interest-bearing securities such as bonds. We have declared and paid cash distributions in each quarter since the first quarter of 2014 and expect to continue to declare cash distributions in the future. If market interest rates increase, prospective purchasers of our common stock may desire a higher yield on our common stock or seek securities paying higher dividends or yields. Higher interest rates would not, however, result in more funds being available for distribution and, in fact, would likely increase our borrowing costs and might decrease our funds available for distribution, and therefore, we may not be able, or may not choose to, pay a higher distribution rate. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease because potential investors may require a higher dividend yield on our common stock as market rates on interest-bearing securities rise.
General Risk Factors
We depend on the efforts and expertise of our key executive officers and would be adversely affected by the loss of their services.
We depend on the efforts and expertise of our Chief Executive Officer and President, our Chief Resources Officer and Senior Vice President, and our Chief Financial Officer and Senior Vice President to execute our business strategy, and we cannot guarantee their continued service. The loss of their services, and our inability to find suitable replacements, would have an adverse effect on our business.
If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to report our financial results accurately, which could have a material adverse effect on us.
We are required to report our operations on a consolidated basis in accordance with GAAP. If we fail to maintain proper overall business controls, our results of operations could be harmed or we could fail to meet our reporting obligations.
In addition, the existence of a material weakness or significant deficiency could result in errors in our financial statements that could require a restatement, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, which could have a material adverse effect on us. In the case of any joint ventures we might enter into but do not manage, we may also be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to, overall business controls that are not under our control, which could have a material adverse effect on us. In addition, we rely on our Forest Managers and their systems to provide us with certain information related to our operations, including our timber inventory and our timber and timberland sales. Although we review such information prior to incorporating it into our accounting systems, we cannot assure the accuracy of such information. If our Forest Managers’ systems fail to accurately report to us the information on which we rely, we may not be able to accurately report our financial results, which could have a material adverse effect on us.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential information, such as personally identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, it is possible that our security measures and those of our information technology vendors will not be able to prevent the systems’ improper functioning or the improper disclosure of personally identifiable information, such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations.
ITEM 1B.UNRESOLVED STAFF COMMENTS
None.
ITEM 2.PROPERTIES
As of December 31, 2021, we wholly owned interests in 369,700 acres of high-quality industrial timberland in the U.S. South, consisting of 355,900 acres of fee timberlands and 13,800 acres of leased timberlands. Our wholly-owned timberlands are located within an attractive fiber basket encompassing a diverse group of pulp, paper, and wood products manufacturing facilities. Our timberlands consisted of 72% pine plantations by acreage and 54% sawtimber by volume. Our leased timberlands include 13,800 acres under one long-term lease expiring in May 2022, which we refer to as the LTC lease. Wholly-owned timberland acreage by state is listed below:
| | | | | | | | | | | | | | | | | | | | |
| Acres by state as of December 31, 2021 | | Fee | | Lease | | Total |
| Alabama | | 65,400 | | | 1,800 | | | 67,200 | |
| Georgia | | 220,900 | | | 12,000 | | | 232,900 | |
| South Carolina | | 69,600 | | | — | | | 69,600 | |
| Total | | 355,900 | | | 13,800 | | | 369,700 | |
As of December 31, 2021, our wholly-owned timber inventory consisted of an estimated 14.6 million tons of merchantable inventory with the following components:
| | | | | | | | | | | | | | | | | |
| (in millions) | Tons |
Merchantable timber inventory (1) | Fee | | Lease (3) | | Total |
| Pulpwood | 6.5 | | | 0.2 | | | 6.7 | |
Sawtimber (2) | 7.7 | | | 0.2 | | | 7.9 | |
| Total | 14.2 | | | 0.4 | | | 14.6 | |
(1) Merchantable timber inventory includes current year growth.
(2) Includes chip-n-saw and sawtimber.
(3) The LTC Lease, which expires in May 2022, includes certain stocking reversion requirements upon its expiration.
In addition to our wholly-owned timberlands, we owned a 50% membership interest in the Dawsonville Bluffs Joint Venture as of December 31, 2021 (see Note 4 — Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details).
Our methods of estimating timber inventory are consistent with industry practices. We must use various assumptions and judgments to determine both our current timber inventory and the timber inventory that will be available over the harvest cycle; therefore, the physical quantity of such timber may vary significantly from our estimates. Our estimated inventory is calculated for each tract by utilizing growth formulas based on representative sample tracts and tree counts for various diameter classifications. The calculation of inventory is subject to periodic adjustments based on statistical sampling of the harvestable timbered acres, known as timber sample cruises, actual volumes harvested and other timber activity, including timberland sales. In addition to growth, the inventory calculation takes into account in-growth, which is the annual transfer of the oldest premerchantable age class into merchantable inventory, which currently is 15 years after stand establishment in the U.S. South. The age at which timber is considered merchantable is reviewed periodically and updated for changing harvest practices, advanced seedling genetics, future harvest age profiles and biological growth factors.
The graph below presents the number of acres of our timberland as of December 31, 2021 by age class:
(1) Acres presented in the graph includes fee timberland only and excludes 10,500 acres of non-forest land.
(2) Natural Pine and Hardwood represents acres that have been seeded by standing older pine trees near the site through the natural process of seeds dropping from the cones of the older trees. Natural pine sites generally include some mix of naturally occurring hardwood trees as well.
(3) Pine Plantation represents acres planted or to be planted with pine seedlings to maximize the growth potential and inventory carrying capacity of the soils. Pine Plantation acre inventory is devoted to pine species only.
Forests are subject to a number of natural hazards, including damage by fire, hurricanes, insects and disease. Changes in global climate conditions may intensify these natural hazards. Severe weather conditions and other natural disasters can also reduce the productivity of timberlands and disrupt the harvesting and delivery of forest products. Because our timberlands are concentrated in the U.S. South, damage from natural disasters in this region could impact a material portion of our timberlands at one time. Our active forest management should help to minimize these risks. Consistent with the practices of other timber companies, we do not maintain insurance against loss of standing timber on our timberlands due to natural disasters or other causes.
ITEM 3.LEGAL PROCEEDINGS
From time to time, we are party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on our results of operations or financial condition, nor are we aware of any such legal proceedings contemplated by governmental authorities.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2021, 2020, AND 2019
1.Organization
CatchMark Timber Trust, Inc. ("CatchMark Timber Trust") (NYSE: CTT) owns and operates timberlands located in the United States and has elected to be taxed as a REIT for federal income tax purposes. CatchMark Timber Trust acquires, owns, operates, manages, and disposes of timberland directly, through wholly-owned subsidiaries, or through joint ventures. CatchMark Timber Trust was incorporated in Maryland in 2005 and commenced operations in 2007. CatchMark Timber Trust conducts substantially all of its business through CatchMark Timber Operating Partnership, L.P. (“CatchMark Timber OP”), a Delaware limited partnership. CatchMark Timber Trust is the general partner of CatchMark Timber OP, possesses full legal control and authority over its operations, and owns 99.76% of its Common Units. CatchMark LP Holder, LLC (“CatchMark LP Holder”), a Delaware limited liability company and wholly-owned subsidiary of CatchMark Timber Trust, is the sole limited partner of CatchMark Timber OP and owns 0.01% of its Common Units. The remaining 0.23% of CatchMark Timber OP's Common Units are owned by current and former officers and directors of CatchMark Timber Trust. In addition, CatchMark Timber Trust conducts certain aspects of its business through CatchMark Timber TRS, Inc. (“CatchMark TRS”), a Delaware corporation formed as a wholly-owned subsidiary of CatchMark Timber OP in 2006. CatchMark TRS is a taxable REIT subsidiary. Unless otherwise noted, references herein to “CatchMark” shall include CatchMark Timber Trust and all of its subsidiaries, including CatchMark Timber OP, and the subsidiaries of CatchMark Timber OP, including CatchMark TRS.
2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements of CatchMark have been prepared in accordance with GAAP and include the accounts of CatchMark and any VIE in which CatchMark is deemed the primary beneficiary. With respect to entities that are not VIEs, CatchMark’s consolidated financial statements also include the accounts of any entity in which CatchMark owns a controlling financial interest and any limited partnership in which CatchMark owns a controlling general partnership interest. In determining whether a controlling interest exists, CatchMark considers, among other factors, the ownership of voting interests, protective rights, and participatory rights of the investors. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and notes. Actual results could differ from those estimates.
Fair Value Measurements
CatchMark estimates the fair value of its assets and liabilities where currently required under GAAP consistent with the provisions of the accounting standard for fair value measurements and disclosures. Under this guidance, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures provides the following fair value technique parameters and hierarchy, depending on availability:
Level 1 — Assets or liabilities for which the identical term is traded on an active exchange, such as publicly-traded instruments or futures contracts.
Level 2 — Assets and liabilities valued based on observable market data for similar instruments.
Level 3 — Assets or liabilities for which significant valuation assumptions are not readily observable in the market. Such assets or liabilities are valued based on the best available data, some of which may be internally developed. Significant assumptions may include risk premiums that a market participant would require.
Cash and Cash Equivalents
CatchMark considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents may include cash and short-term investments. Short-term investments are stated at cost, which approximates fair value and may consist of investments in money market accounts.
Accounts Receivable
Accounts receivable mainly consists of timber sales receivable, asset management fees receivable, and patronage dividends receivable. Accounts receivable are recorded at the original amount earned, net of allowances for doubtful accounts, which approximates fair value. Accounts receivable are deemed past due based on their respective payment terms. Management assesses the realizability of accounts receivable on an ongoing basis and provides for allowances based on expected losses. As of December 31, 2021, the accounts receivable balance included $3.4 million of estimated patronage dividends due from CatchMark's lenders, which it expects to receive in March 2022. See Note 5 — Notes payable and lines of credit for further information regarding the patronage dividends.
Prepaid Expenses and Other Assets
Prepaid expenses and other assets are generally comprised of fair value of interest rate swaps, earnest money, equity in patronage banks, prepaid insurance, prepaid rent, deferred tax assets, prepaid operating costs, fixed assets, and deferred costs associated with pending acquisitions. Prepaid expenses are expensed over the applicable usage period or reclassified to other asset accounts upon being put into service in future periods. Balances without future economic benefit are written off as they are identified.
Deferred Financing Costs
Deferred financing costs are comprised of costs incurred in connection with securing financing from third-party lenders and are capitalized and amortized on a straight-line basis (which approximates the effective interest rate method) over the terms of the related financing arrangements. Deferred financing costs relating to credit facilities with an outstanding balance are presented as a direct deduction from the carrying amount of the related debt liability on the accompanying consolidated balance sheets and costs associated with credit facilities that did not have outstanding balances are presented as an asset on the accompanying consolidated balance sheets.
For further information regarding CatchMark's Amended Credit Agreement, outstanding balance of debt and associated deferred financing costs, please refer to Note 5 — Notes payable and lines of credit. CatchMark recognized amortization of deferred financing costs for the years ended December 31, 2021, 2020, and 2019 of $1.5 million, $1.4 million, and $1.0 million, respectively, which is included in interest expense in the accompanying consolidated statements of operations.
Timber Assets
Timber and timberlands, including logging roads, are stated at cost less accumulated depletion for timber harvested and accumulated road amortization. CatchMark capitalizes timber and timberland purchases. Reforestation costs, including all costs associated with stand establishment, such as site preparation, cost of seedlings, fertilization and herbicide application, are capitalized and tracked as premerchantable timber assets by vintage year. Annually, capitalized reforestation costs for timber that has reached a merchantable age are reclassified into merchantable timber inventory and are depleted as harvested. Timber carrying costs, such as real estate taxes, insect control, wildlife control, leases of timberlands, and forestry management personnel salaries and fringe benefits, are expensed as incurred. Costs of major roads are capitalized and amortized over their estimated useful lives. Costs of roads built to access multiple logging sites over numerous years are capitalized and amortized over seven years. Costs of roads built to access a single logging site are expensed as incurred.
Depletion
CatchMark recognizes depletion expense as timber is harvested using the straight-line method. Depletion rates are established at least annually for each product within each region by dividing the merchantable timber inventory book value by the merchantable timber inventory volume, as measured in tons. Depletion expense is then determined by applying the applicable depletion rate to each ton of timber harvested during the period.
Assets Held for Sale
CatchMark generally considers assets to be held for sale at the point at which a sale contract is executed, the buyer has made a significant non-refundable earnest money deposit against the contracted purchase price and there is a high degree of certainty a transaction will close.
Evaluating the Recoverability of Timber Assets
CatchMark continually monitors events and changes in circumstances that could indicate that the carrying amounts of its timber assets may not be recoverable. Examples of such circumstances include, but are not limited to, a significant decrease in market price of timber assets, a significant adverse change in the extent or manner in which timber assets are being used, a significant adverse change in legal factors or in the business climate that could affect the value of the timber assets, or adverse impacts from natural disasters such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding and other factors that could negatively impact our timber production. When indicators of potential impairment are present, CatchMark assesses the recoverability of its timber assets by determining whether their carrying value exceeds the sum of the undiscounted future operating cash flows expected from the use of these assets and their eventual dispositions (the "Recoverable Amount"). If the assets' carrying value exceeds the Recoverable Amount, impairment losses would be recognized as the difference between the assets' carrying values and the estimated fair values. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the sum of discounted cash flows, including estimated salvage value, using data from one harvest cycle. CatchMark has determined that there has been no impairment of its timber assets as of December 31, 2021.
Allocation of Purchase Price of Acquired Assets
Upon the acquisition of timberland properties, CatchMark allocates the purchase price to tangible assets, consisting of timberland and timber, and identified intangible assets and liabilities, which may include values associated with in-place leases or supply agreements, based in each case on management’s estimate of their fair values. The values of tangible assets are then allocated to timberland and timber based on management’s determination of the relative fair value of these assets.
Intangible Lease Assets
In-place ground leases with CatchMark as the lessee have value associated with effective contractual rental rates that are below market rates. Such values are calculated based on the present value (using a discount rate that reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place lease and (ii) management’s estimate of fair market lease rates for the corresponding in-place lease, measured over a period equal to the remaining terms of the leases. The capitalized below-market in-place lease values are recorded as intangible lease assets and are amortized as adjustments to land rent expense over the weighted-average remaining term of the respective leases.
Investments in Unconsolidated Joint Ventures
For joint ventures that it does not control but exercises significant influence, CatchMark uses the equity method of accounting. CatchMark's judgment about its level of influence or control of an entity involves consideration of various factors including the form of its ownership interest; its representation in the entity's governance; its ability to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace CatchMark as manager, and/or to liquidate the venture. Under the equity method, the investment in a joint venture is recorded at cost and adjusted for equity in earnings and cash contributions and distributions. Income or loss and cash distributions from an unconsolidated joint venture are allocated according to the provisions of the respective joint venture agreement, which may be different from its stated ownership percentage. Any difference between the carrying amount of these investments on CatchMark’s balance sheets and the underlying equity in net assets on the joint venture’s balance sheets is adjusted as the related underlying assets are depreciated, amortized, or sold. Distributions received from unconsolidated joint ventures are classified in the accompanying consolidated statements of cash flows using the cumulative earnings approach under which distributions received in an amount equal to cumulative equity in earnings are classified as cash inflows from
operating activities and distributions received in excess of cumulative equity in earnings represent returns of investment and therefore are classified as cash inflows from investing activities.
CatchMark evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, CatchMark estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management assesses whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) CatchMark’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," CatchMark reduces the investment to its estimated fair value.
For information on CatchMark’s unconsolidated joint ventures, which are accounted for using the equity method of accounting, see Note 4 — Unconsolidated Joint Ventures.
Fair Value of Debt Instruments
CatchMark applies the provisions of the accounting standard for fair value measurements and disclosures in estimations of fair value of its debt instruments based on Level 2 assumptions. The fair value of the outstanding notes payable was estimated based on discounted cash flow analysis using the current observable market borrowing rates for similar types of borrowing arrangements as of the measurement date. The discounted cash flow method of assessing fair value results in a general approximation of book value, and such value may never actually be realized.
Interest Rate Swaps
CatchMark has entered into interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. CatchMark does not enter into derivative or interest rate transactions for speculative purposes; however, certain of its derivatives may not qualify for hedge accounting treatment. The fair values of interest rate swaps are recorded as either prepaid expenses and other assets or other liabilities in the accompanying consolidated balance sheets. Changes in the fair value of the interest rate swaps that are designated as hedges are recorded as other comprehensive income (loss). Changes in the fair value of interest rate swaps that do not qualify for hedge accounting treatment are recorded as gain (loss) on interest rate swap in the consolidated statements of operations. Amounts received or paid under interest rate swaps are recorded as interest expense for contracts that qualify for hedge accounting treatment and as gain (loss) on interest rate swaps for contracts that do not qualify for hedge accounting treatment.
CatchMark applied the provisions of the accounting standard for fair value measurements and disclosures in recording its interest rate swaps at fair value. The fair value of the interest rate swaps, classified under Level 2, was determined using a third-party proprietary model that is based on prevailing market data for contracts with matching durations, current and anticipated LIBOR information, consideration of CatchMark's credit standing, credit risk of counterparties, and reasonable estimates about relevant future market conditions.
Common Stock
The par value of CatchMark’s issued and outstanding shares of common stock is recorded as common stock. The remaining gross proceeds, net of offering costs, are recorded as additional paid-in capital.
Noncontrolling Interests
CatchMark recognizes noncontrolling interests related to Common Units and LTIP Units of CatchMark Timber OP. See Note 8 — Noncontrolling Interests for further information.
Revenue Recognition
Pursuant to ASU 2014-09, Revenue from Contracts with Customers (Topic 606), CatchMark recognizes revenue when the following criteria are met: (i) persuasive evidence of a contract with a customer exists, (ii) identifiable performance obligations under the contract exist, (iii) transaction price is determinable for each performance
obligation, (iv) the transaction price is allocated to each performance obligation, and (v) when the performance obligations are satisfied. CatchMark derives a majority of its revenues from timber sales, timberland sales, asset management fees, and recreational leases, where the original expected contract duration is generally one year or less. CatchMark has elected the disclosure exemption available under Topic 606 considering it generally satisfies its performance obligations within one year of entering into contracts and collects payments within a month of satisfying its performance obligation.
(a) Timber Sales Revenue
CatchMark generates its timber sales revenue from delivered wood sales, stumpage sales, and lump-sum sales with retained economic interests. Revenue for timber sales is recognized when the risk of loss passes to the customer. Only one performance obligation is associated with timber sales and it is satisfied when timber is delivered to or severed by the customer in an amount that reflects the consideration expected to be received.
Contractual terms of each timber sale, including pricing and volume for the respective product, are negotiated and entered into by the field managers. In delivered wood sales, product pricing includes amounts sufficient to cover costs of contracting third-party logging crews to harvest and haul timber to the customers. Revenue is recognized when timber is delivered to the customer and the sales volume/value is known when timber crosses the customers’ scale. Stumpage sales are typically executed using pay-as-cut contracts, where a purchaser acquires the right to harvest specified timber on a designated tract for a set period of time at agreed-upon unit prices. Revenue is recognized when timber is severed under pay-as-cut contracts. In a lump-sum sales contract with retained economic interests, CatchMark receives advance payments for the standing timber specified in the contract and the customer is responsible for cutting and hauling the timber. CatchMark satisfies its performance obligation when timber is severed, at which time revenue is recognized. Contract payments are generally collected within a month from the date timber is harvested and/or delivered. The transaction price for timber sales is determined using contractual rates applied to harvest volumes.
(b) Timberland Sales Revenue
Performance obligations associated with timberland sales are met when all conditions of closing have been satisfied. Revenue for timberland sales is recognized at closing when title passes, payments are received or full collectability is probable, and control is passed to the buyer. CatchMark generally receives the entire contract consideration in cash at closing.
(c) Recreational Lease Revenue
Recreational lease revenue is derived from the leasing of the right to use CatchMark’s timberland. The agreed-upon transaction price of a lease is generally paid in full at the beginning of the lease term and recorded as deferred revenue. Performance obligations associated with a recreational lease are generally met over the period of the lease term. Revenue is recognized evenly over the lease term as CatchMark has satisfied its performance obligation.
(d) Asset Management Fees Revenue
Under asset management agreements with its unconsolidated joint ventures, CatchMark earns management fees for performing asset management functions, as further described in Note 4 — Unconsolidated Joint Ventures. As asset management services are ongoing and provided on a recurring basis, the associated performance obligations are generally met over the service period at an agreed-upon price stated in the agreements. Revenue for asset management services is recognized at the end of each service period.
Large Dispositions
Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities, including, but not limited to redeployment into more desirable timberland investments, paying down outstanding debt, or repurchasing shares of CatchMark's common stock. Large dispositions may or may not have a higher or better use than timber production or result in a price premium
above the land's timber production value. Such dispositions are infrequent in nature, are not part of core operations, and would cause material variances in comparative results if not reported separately. Large dispositions are accounted for in accordance with ASC 610-20, Other Income - Gains and Losses from the Derecognition of Nonfinancial Assets, which require that dispositions of long-lived assets that are not a discontinued operation be accounted for on a net basis and included in income from continuing operations before income taxes in accordance with ASC 360, Property, Plant and Equipment. Proceeds from sales designated as large dispositions are classified as cash flows from investing activities in the accompanying consolidated statements of cash flows.
Stock-based Compensation
CatchMark issues equity-based awards to its independent directors and employees pursuant to its long-term incentive plans. Stock-based compensation is measured by the fair value of the respective award on the date of grant or modification. Expense is recognized over the requisite service period of each award and reported as either forestry management expenses or as general and administrative expenses. See Note 10 — Stock-based Compensation for more information.
Earnings Per Share Attributable to Common Stockholders
Basic earnings (loss) per common share is calculated as net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding, exclusive of shares of restricted stock, during the period. Diluted earnings (loss) per share equals basic earnings (loss) per common share, adjusted to reflect the dilution that would occur if all outstanding securities convertible into common shares or contracts to issue common shares were converted or exercised and the related proceeds are then used to repurchase common shares. The following table provides the reconciliation of CatchMark's basic weighted-average common shares to diluted weighted-average common shares for the year ended December 31, 2021:
| | | | | | | | |
| | Year Ended December 31, 2021 |
| Weighted-average common shares outstanding - basic | | 48,420 | |
| Effect of potentially dilutive securities | | 61 | |
| Weighted-average common shares outstanding - diluted | | 48,481 | |
| Anti-dilutive shares excluded from diluted weighted-average common shares | | 171 | |
For the year ended December 31, 2021, potentially dilutive securities included unvested shares of service-based restricted stock, contingently issuable performance-based restricted stock and LTIP Units as of December 31, 2021. Vested Common Units have been excluded from the computation of earnings per common share because all income attributable to the Common Units has been recorded as noncontrolling interests and excluded from net income attributable to common stockholders.
All potentially dilutive securities outstanding during the years ended December 31, 2020 and 2019 were anti-dilutive as a result of CatchMark incurring a net loss for each of the respective periods.
Income Taxes
CatchMark Timber Trust has elected to be taxed as a REIT under the Code and has qualified to be taxed as a REIT since the year ended December 31, 2009. As a REIT, CatchMark Timber Trust is generally not subject to federal income taxes provided that it meets certain ownership, distribution, income, asset, and other REIT qualification tests.
CatchMark has jointly elected with CatchMark TRS to treat CatchMark TRS as a taxable REIT subsidiary of CatchMark. CatchMark conducts its delivered log business and may perform certain non-customary services, including real estate or non-real-estate related services, through CatchMark TRS. Earnings from services performed through CatchMark TRS are subject to federal and state income taxes irrespective of the dividends paid deduction available to REITs for federal income tax purposes.
Deferred tax assets and liabilities represent temporary differences between the financial reporting basis and the tax basis of assets and liabilities based on the enacted rates expected to be in effect when the temporary differences
reverse. Deferred tax expense or benefit is recognized in the financial statements according to the changes in deferred tax assets or liabilities between years. Valuation allowances are established to reduce deferred tax assets when it becomes more likely than not that such assets, or portions thereof, will not be realized. See Note 12 — Income Taxes for more information.
CatchMark is also subject to certain state and local taxes related to the operations of timberland properties in certain locations, which have been provided for in the accompanying consolidated financial statements. When applicable, CatchMark records interest and penalties related to uncertain tax positions as general and administrative expense in the accompanying consolidated statements of operations.
Segment Information
CatchMark primarily engages in the acquisition, ownership, operation, management, and disposition of timberland properties located in the United States, either directly through wholly-owned subsidiaries or through equity method investments in affiliated joint ventures. CatchMark defines operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which its chief operating decision maker, the Chief Executive Officer, evaluates performance and allocates resources in managing the business. CatchMark has aggregated those operating segments into three reportable segments: Harvest, Real Estate and Investment Management. See Note 15 — Segment Information for additional information.
Recent Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides entities with optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and clarifies some of its guidance to reduce diversity in practice related to accounting for (1) modifications to the terms of affected derivatives and (2) existing hedging relationships in which the affected derivatives are designated as hedging instruments. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. CatchMark has elected the optional expedients, which will be applied to all eligible contracts and hedging relationships as reference rate replacement activities occur.
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires acquiring entities to recognize and measure contract assets and contract liabilities in a business combination. This ASU is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. CatchMark is currently assessing the impact ASU 2021-08 will have on its consolidated financial statements.
3.Timber Assets
As of December 31, 2021 and 2020, timber and timberlands consisted of the following, respectively:
| | | | | | | | | | | | | | | | | |
| As of December 31, 2021 |
| (in thousands) | Gross | | Accumulated
Depletion or
Amortization | | Net |
| Timber | $ | 185,449 | | | $ | 18,260 | | | $ | 167,189 | |
| Timberlands | 298,777 | | | — | | | 298,777 | |
| Mainline roads | 1,052 | | | 888 | | | 164 | |
| Timber and timberlands | $ | 485,278 | | | $ | 19,148 | | | $ | 466,130 | |
| | | | | | | | | | | | | | | | | |
| As of December 31, 2020 |
| (in thousands) | Gross | | Accumulated
Depletion or
Amortization | | Net |
| Timber | $ | 278,361 | | | $ | 29,112 | | | $ | 249,249 | |
| Timberlands | 327,089 | | | — | | | 327,089 | |
| Mainline roads | 1,176 | | | 834 | | | 342 | |
| Timber and timberlands | $ | 606,626 | | | $ | 29,946 | | | $ | 576,680 | |
Timberland Acquisitions
CatchMark did not complete any timberland acquisitions in 2021 and 2020. For the year ended December 31, 2019, CatchMark acquired 900 acres of timberland located in South Carolina for $1.9 million, excluding closing costs.
Timberland Sales
During the years ended December 31, 2021, 2020, and 2019, CatchMark sold 7,500 acres, 9,300 acres, and 9,200 acres of timberland, respectively, for $14.1 million, $15.6 million, and $17.6 million, respectively. CatchMark’s cost basis in the timberland sold was $8.9 million, $11.4 million, and $14.1 million, respectively.
Large Dispositions
During the year ended December 31, 2021, CatchMark completed two large dispositions, including one in the U.S. South and one in the Pacific Northwest. In the U.S. South, CatchMark sold 5,000 acres of its wholly-owned timberlands in Georgia for $7.5 million. CatchMark's cost basis was $6.6 million and CatchMark recognized a gain of $0.8 million. Of the total net proceeds, $7.3 million was used to pay down CatchMark's outstanding debt balance. In the Pacific Northwest, CatchMark sold approximately 18,100 acres of its wholly-owned timberlands in Oregon (the "Bandon Disposition") for $100.0 million. CatchMark's cost basis was $76.0 million and CatchMark recognized a gain of $23.4 million. Of the total net proceeds, $95.4 million was used to pay down CatchMark's outstanding debt balance.
The disposition of the Bandon property was not considered a strategic shift that had or will have a major effect on CatchMark's operations or financial results and, therefore, did not meet the requirements for presentation as discontinued operations. Condensed income statement information for the Bandon property is as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
| Revenues | $ | 9,028 | | | $ | 11,553 | | | $ | 5,336 | |
| Depletion expense | $ | 5,468 | | | $ | 6,988 | | | $ | 4,046 | |
Other operating expenses (1) | $ | 5,875 | | | $ | 1,355 | | | $ | 3,548 | |
| $ | (2,315) | | | $ | 3,210 | | | $ | (2,258) | |
(1)Excludes general and administrative expense and interest expense, which are not allocated to the property level.
During the years ended December 31, 2020 and 2019, CatchMark completed the disposition of 14,400 acres and 14,400 acres of its wholly-owned timberlands for $21.3 million and $25.4 million, respectively. CatchMark's cost basis was $19.6 million and $17.2 million, respectively. CatchMark recognized $1.3 million and $8.0 million of gain, respectively. Of the total net proceeds received, $20.9 million and $20.1 million were used to pay down CatchMark's outstanding debt balance in 2020 and 2019, respectively.
Timberland sales and large disposition acreage by state is listed below:
| | | | | | | | | | | | | | | | | | | | |
Acres Sold In (1): | | 2021 | | 2020 | | 2019 |
Timberland Sales | | | | | | |
Alabama | | 2,000 | | | 2,600 | | | 800 | |
| Florida | | 500 | | | 1,500 | | | — | |
Georgia | | 4,900 | | | 2,800 | | | 1,000 | |
North Carolina | | — | | | 100 | | | 500 | |
South Carolina | | 100 | | | 2,000 | | | 6,900 | |
| Tennessee | | — | | | 300 | | | — | |
| | 7,500 | | | 9,300 | | | 9,200 | |
Large Dispositions | | | | | | |
Alabama | | — | | | — | | | 2,100 | |
Georgia | | 5,000 | | | 14,400 | | | 12,300 | |
| Oregon | | 18,100 | | | — | | | — | |
| | 23,100 | | | 14,400 | | | 14,400 | |
| | | | | | |
Total | | 30,600 | | | 23,700 | | | 23,600 | |
(1) Represents CatchMark's wholly-owned acreage only; excludes acreage disposed of by joint ventures.
Current Timberland Portfolio
As of December 31, 2021, CatchMark directly owned interests in 369,700 acres of timberlands in the U.S. South, 355,900 acres of which were fee-simple interests and 13,800 acres were leasehold interests. Land acreage by state is listed below:
| | | | | | | | | | | | | | | | | | | | |
Acres by state as of December 31, 2021 (1) | | Fee | | Lease | | Total |
Alabama | | 65,400 | | | 1,800 | | | 67,200 | |
Georgia | | 220,900 | | | 12,000 | | | 232,900 | |
South Carolina | | 69,600 | | | — | | | 69,600 | |
| Total | | 355,900 | | | 13,800 | | | 369,700 | |
(1) Represents CatchMark's wholly-owned acreage only.
4. Unconsolidated Joint Ventures
As of December 31, 2020 and 2019, CatchMark owned interests in two joint ventures with unrelated parties: the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture (each as defined and described below). CatchMark accounts for these investments using the equity method of accounting. On October 14, 2021, CatchMark redeemed its interests in the Triple T Joint Venture (as described below). As of December 31, 2021, CatchMark continued to own its interest in the Dawsonville Bluffs Joint Venture.
Triple T Joint Venture
During 2018, CatchMark formed TexMark Timber Treasury, L.P., a Delaware limited partnership (the "Triple T Joint Venture"), with a consortium of institutional investors (the "Preferred Investors") to acquire 1.1 million acres of high-quality East Texas industrial timberlands (the “Triple T Timberlands”), for $1.39 billion (the “Acquisition Price”), exclusive of transaction costs. The Triple T Joint Venture completed the acquisition of the Triple T Timberlands in July 2018. CatchMark invested $200.0 million in the Triple T Joint Venture, equal to 21.6% of the total equity contributions at that time, in exchange for a common limited partnership interest. CatchMark, through a separate wholly-owned and consolidated subsidiary, was the sole general partner of the Triple T Joint Venture.
On June 24, 2020, CatchMark invested an additional $5.0 million of equity on the same terms and conditions as its existing investment in the Triple T Joint Venture in connection with amendments to the joint venture agreement and asset management agreement. The amended asset management agreement increased the asset management fee payable to CatchMark as described below in Asset Management Fees. The amended joint venture agreement
increased the 10.25% cumulative return on the Preferred Investors’ interests in the Triple T Joint Venture’s subsidiary REIT by 0.5% per quarter, subject to a maximum increase of 2.0% and subject to decreases in other circumstances. The proceeds of CatchMark’s additional $5.0 million investment, along with the proceeds from $140.0 million of borrowings under the Triple T Joint Venture’s secured, non-recourse credit facility, were used to make a payment of $145.0 million to GP in connection with an amendment to a wood supply agreement between the Triple T Joint Venture and GP.
CatchMark used the equity method to account for its investment in the Triple T Joint Venture since it did not possess the power to direct the activities that most significantly impact the economic performance of the Triple T Joint Venture, and accordingly, CatchMark did not possess the first characteristic of a primary beneficiary described in GAAP. CatchMark appointed three common board members of the Triple T Joint Venture, including its Chief Executive Officer, Chief Resources Officer and Vice President - Acquisitions, which provided CatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it was appropriate for CatchMark to apply the equity method of accounting to its investment in the Triple T Joint Venture.
The Triple T Joint Venture agreement provided for liquidation rights and distribution priorities that were significantly different from CatchMark's stated ownership percentage based on total equity contributions. As such, CatchMark used the hypothetical-liquidation-at-book-value method (“HLBV”) to determine its equity in the earnings of the Triple T Joint Venture. The HLBV method is commonly applied to equity investments in real estate, where cash distribution percentages vary at different points in time and are not directly linked to an investor's ownership percentage. For investments accounted for under the HLBV method, applying the percentage ownership interest to GAAP net income in order to determine earnings or losses would not accurately represent the income allocation and cash flow distributions that will ultimately be received by the investors.
CatchMark applied HLBV using a balance sheet approach. A calculation was prepared at each balance sheet date to determine the amount that CatchMark would receive if the Triple T Joint Venture were to liquidate all of its assets (at book value in accordance with GAAP) on that date and distribute the proceeds to the partners based on the contractually-defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, was CatchMark's income or loss from the Triple T Joint Venture for the period.
As of December 31, 2020, CatchMark had recognized cumulative HLBV losses of $205.0 million, reducing the carrying value of its investment to zero. On October 14, 2021, CatchMark entered into a recapitalization and redemption agreement with the Triple T Joint Venture and the preferred limited partners of the Triple T Joint Venture for the redemption of CatchMark’s common equity interests in the Triple T Joint Venture in exchange for $35.0 million in cash (the “Triple T Exit”). The Triple T Exit closed concurrently with the signing of the recapitalization and redemption agreement. CatchMark recognized the $35.0 million of redemption proceeds as a gain on sale of unconsolidated joint venture interests on its consolidated statements of operations in accordance with ASC 323-10. CatchMark used the proceeds received from the Triple T Exit, including the $5.0 million fee received for transition services (see below for more information), to pay down its outstanding debt.
The Triple T Joint Venture was a significant equity method investee of CatchMark for the years ended December 31, 2020 and 2019, as determined under Rule 1-02(w) of Regulation S-X. The Triple T Joint Venture was determined not to be a significant equity method investee of CatchMark for the period from January 1, 2021 through the date of the Triple T Exit. As a result, audited financial statements of the Triple T Joint Venture for the years ended December 31, 2020 and 2019 and unaudited financial statements of the Triple T Joint Venture for the period from January 1, 2021 through October 14, 2021 are filed herewith as an exhibit under Rule 3-09 of Regulation S-X.
Dawsonville Bluffs Joint Venture
During 2017, CatchMark formed the Dawsonville Bluffs Joint Venture with MPERS, and each owns a 50% membership interest. CatchMark shares substantive participation rights with MPERS, including management selection and termination, and the approval of material operating and capital decisions and, as such, uses the equity method of accounting to record its investment. Income or loss and cash distributions are allocated according to the provisions of the joint venture agreement, which are consistent with the ownership percentages for the Dawsonville Bluffs Joint Venture.
As of December 31, 2021, the Dawsonville Bluffs Joint Venture had two wetlands mitigation banks with an aggregate book basis of $2.0 million remaining in its portfolio. Condensed balance sheet information for the Dawsonville Bluffs Joint Venture is as follows:
| | | | | | | | | | | |
| As of December 31, |
| (in thousands) | 2021 | | 2020 |
| Dawsonville Bluffs Joint Venture: | | | |
| Total assets | $ | 2,750 | | | $ | 3,059 | |
| Total liabilities | $ | 44 | | | $ | 39 | |
| Total equity | $ | 2,706 | | | $ | 3,020 | |
| CatchMark: | | | |
| Carrying value of investment | $ | 1,353 | | | $ | 1,510 | |
Condensed income statement information for the Dawsonville Bluffs Joint Venture is as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
| Dawsonville Bluffs Joint Venture: | | | | | |
| Total revenues | $ | 2,384 | | | $ | 1,450 | | | $ | 11,101 | |
| Net income | $ | 1,366 | | | $ | 547 | | | $ | 1,956 | |
| CatchMark: | | | | | |
| Equity share of net income | $ | 683 | | | $ | 274 | | | $ | 978 | |
Condensed statement of cash flow information for the Dawsonville Joint Venture is as follows:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
| Dawsonville Bluffs Joint Venture: | | | | | |
| Net cash provided by operating activities | $ | 1,827 | | | $ | 575 | | | $ | 9,325 | |
| Net cash used in financing activities | $ | (1,680) | | | $ | (1,457) | | | $ | (9,615) | |
| Net change in cash and cash equivalents | $ | 147 | | | $ | (882) | | | $ | (290) | |
| Cash and cash equivalents, beginning of period | $ | 559 | | | $ | 1,441 | | | $ | 1,731 | |
| Cash and cash equivalents, end of period | $ | 706 | | | $ | 559 | | | $ | 1,441 | |
For the years ended December 31, 2021, 2020, and 2019, CatchMark received cash distributions of $0.8 million, $0.7 million and $4.8 million, respectively, from the Dawsonville Bluffs Joint Venture. CatchMark classified these distributions received as return on investment up to its cumulative equity earnings and any remaining distributions as return of capital.
Asset Management Fees
During the years ended December 31, 2021, 2020 and 2019, CatchMark provided asset management services to the Dawsonville Joint Venture and to the Triple T Joint Venture through October 14, 2021. Under these arrangements, CatchMark oversaw the day-to-day operations of these joint ventures and their properties, including accounting, reporting and other administrative services, subject to certain major decisions that require partner approval.
For management of the Dawsonville Bluffs Joint Venture, CatchMark receives a percentage fee based on invested capital, as defined by the joint venture agreement. Additionally, CatchMark receives an incentive-based promote earned for exceeding investment hurdles.
On June 24, 2020, in connection with its additional $5.0 million equity investment in the Triple T Joint Venture, CatchMark entered into an amended and restated asset management agreement with the Triple T Joint Venture.
Prior to this amendment, for management of the Triple T Joint Venture, CatchMark received a fee equal to 1% of the Acquisition Price multiplied by 78.4%, which represented the percentage of the original equity contributions made to the Triple T Joint Venture by the Preferred Investors. The amended asset management agreement provided that, effective June 24, 2020, CatchMark earned an asset management fee equal to 1% of (a) the sum of the Acquisition Price and the $145.0 million paid to GP, multiplied by (b) 78.4%, and in the event the Preferred Investors have not received a return of their capital contributions plus their preferred return, then the asset management fee percentage would decrease from 1% to 0.75% at October 1, 2021, and to 0.25% at July 1, 2022.
In connection with the Triple T Exit, on October 14, 2021, the amended and restated asset management agreement between CatchMark and the Triple T Joint Venture was terminated and replaced by a transition services agreement. Under the transition services agreement, CatchMark provides transition services in exchange for a one-time fee of $5.0 million, which was received in full upon closing of the Triple T Exit on October 14, 2021. The transition services agreement was effective September 1, 2021 through March 31, 2022 and the service fee is recognized as asset management fee revenue on a straight-line basis over the term of the transition services agreement. As of December 31, 2021, the unearned portion of the service fee was included in other liabilities on the accompanying consolidated balance sheet.
For the years ended December 31, 2021, 2020, and 2019, CatchMark earned the following fees from its unconsolidated joint ventures:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
Triple T Joint Venture (1) | $ | 11,156 | | | $ | 11,901 | | | $ | 11,286 | |
Dawsonville Bluffs Joint Venture (2) | $ | 319 | | | $ | 283 | | | $ | 662 | |
| $ | 11,475 | | | $ | 12,184 | | | $ | 11,948 | |
(1) Includes $0.3 million, $0.5 million, and $0.5 million of reimbursements of compensation costs for the years ended December 31, 2021, 2020, and 2019, respectively.
(2) Includes $0.3 million, $0.3 million, and $0.6 million of incentive-based promote earned for exceeding investment hurdles for the years ended December 31, 2021, 2020, and 2019, respectively.
5.Notes Payable and Lines of Credit
Amended Credit Agreement
As of December 31, 2021, CatchMark was party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018, June 28, 2019, February 12, 2020, May 1, 2020, August 4, 2021 and October 14, 2021 (the “Amended Credit Agreement”), with a syndicate of lenders including CoBank, which serves as the administrative agent. The Amended Credit Agreement provides for borrowing under credit facilities consisting of the following:
•a $84.7 million ten-year term loan (the “Term Loan A-1”);
•a $89.7 million nine-year term loan (the “Term Loan A-2”);
•a $68.6 million ten-year term loan (the “Term Loan A-3”);
•a $125.6 million seven-year term loan (the "Term Loan A-4");
•a $150.0 million seven-year multi-draw term credit facility (the “Multi-Draw Term Facility”); and
•a $35.0 million five-year revolving credit facility (the “Revolving Credit Facility”).
The amendment dated August 4, 2021 among other things: (1) consented to CatchMark’s prepayment of the outstanding balance on its Multi-Draw Term Facility and Term Loan A-3 with the proceeds from the Bandon Disposition, and permitted CatchMark to retain up to $5.0 million of such remaining proceeds for working capital purposes; (2) permits CatchMark, for a period of 18 months from the effective date of the amendment, to reborrow Term Loan A-3 using borrowing mechanics substantially similar to those that apply to the Revolving Credit Facility, the proceeds of which shall be used solely to finance acquisitions of additional real property, all as set forth in the amendment, with the same pricing and maturity date as the existing Term Loan A-3; and (3) extended the maturity date of the Revolving Credit Facility from December 1, 2022 to August 4, 2026.
The amendment dated October 14, 2021, among other things, (1) consented to the Triple T Exit and (2) permits CatchMark to retain the net proceeds from higher-and-better use timberland sales until it exceeds 3% of the aggregate value of the timberlands before any repayment of the outstanding debt is required.
As of December 31, 2021 and 2020, CatchMark had the following debt balances outstanding:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | Maturity Date | | | | Current Interest Rate(1) | | Outstanding Balance as of December 31, |
| Credit Facility | | | Interest Rate | | | 2021 | | 2020 |
| Term Loan A-1 | | 12/23/2024 | | LIBOR + 1.75% | | 1.85% | | $ | 84,706 | | | $ | 100,000 | |
| Term Loan A-2 | | 12/01/2026 | | LIBOR + 1.90% | | 2.00% | | 89,706 | | | 100,000 | |
| Term Loan A-3 | | 12/01/2027 | | LIBOR + 2.00% | | —% | | — | | | 68,619 | |
| Term Loan A-4 | | 08/22/2025 | | LIBOR + 1.70% | | 1.80% | | 125,588 | | | 140,000 | |
| Multi-Draw Term Facility | | 12/01/2024 | | LIBOR + 1.90% | | —% | | — | | | 34,086 | |
| Total Principal Balance | | | | | | | | $ | 300,000 | | | $ | 442,705 | |
Less: Net Unamortized Deferred Financing Costs | | | | | | (1,753) | | | (5,215) | |
| Total | | | | | | | | $ | 298,247 | | | $ | 437,490 | |
(1) The weighted-average interest rate excludes the impact of interest rate swaps (see Note 6 — Interest Rate Swaps), amortization of deferred financing costs, unused commitment fees, and estimated patronage dividends.
As a result of reducing the Multi-Draw Term Facility and the Term Loan A-3 (which has a revolver feature) balances to zero during 2021, CatchMark reclassified $2.8 million of unamortized deferred financing costs from notes payable and lines of credit, where it was presented as a direct reduction from debt liabilities, to deferred financing costs asset as of December 31, 2021 on the accompanying consolidated balance sheet.
As of December 31, 2021, CatchMark had $253.6 million of borrowing capacity remaining under its credit facilities, consisting of $150.0 million under the Multi-Draw Term Facility, $68.6 million under the Term Loan A-3, and $35.0 million under the Revolving Credit Facility.
Borrowings under the Revolving Credit Facility may be used for general working capital, to support letters of credit, to fund cash earnest money deposits, to fund acquisitions in an amount not to exceed $5.0 million, and for other general corporate purposes. The Revolving Credit Facility bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on CatchMark’s LTV Ratio, and will terminate and all amounts outstanding under the facility will be due and payable on August 4, 2026.
Borrowings under the revolver feature of the Term Loan A-3 may be used solely to finance acquisitions of additional real property and pay associated expenses. The Term Loan A-3 bears interest at an adjustable rate equal to a base rate plus 1.00% or a LIBOR rate plus 2.00%, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2027.
The Multi-Draw Term Facility may be used to finance timberland acquisitions and associated expenses, to fund investment in joint ventures, to fund the repurchase of CatchMark’s common stock, and to reimburse payments of drafts under letters of credit. The Multi-Draw Term Facility, which is interest only until its maturity date, bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on CatchMark’s LTV Ratio, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2024.
CatchMark pays the lenders an unused commitment fee on the unused portion of the Revolving Credit Facility and the Multi-Draw Term Facility at an adjustable rate ranging from 0.15% to 0.35%, depending on the LTV Ratio. For each of the years ended December 31, 2021, 2020, and 2019, CatchMark recognized $0.6 million of unused commitment fees as interest expense on its consolidated statements of operations.
CatchMark’s obligations under the Amended Credit Agreement are collateralized by a first priority lien on the timberlands owned by CatchMark’s subsidiaries and substantially all of CatchMark’s subsidiaries’ other assets in which a security interest may lawfully be granted, including, without limitation, accounts, equipment, inventory,
intellectual property, bank accounts and investment property. In addition, these obligations are jointly and severally guaranteed by CatchMark and all of its subsidiaries pursuant to the terms of the Amended Credit Agreement. CatchMark has also agreed to guarantee certain losses caused by certain willful acts of CatchMark or its subsidiaries.
Patronage Dividends
CatchMark is eligible to receive annual patronage dividends from its lenders (the "Patronage Banks") under a profit-sharing program made available to borrowers of the Farm Credit System. CatchMark has received a patronage dividend on its eligible patronage loans annually since 2015. The eligibility remains the same under Amended Credit Agreement. Therefore, CatchMark accrues patronage dividends it expects to receive based on actual patronage dividends received as a percentage of its weighted-average eligible debt balance. Of the total patronage dividend received, 75% was received in cash and 25% was received in equity of the Patronage Banks. For each of the years ended December 31, 2021, 2020, and 2019, CatchMark accrued $3.4 million, $3.6 million, and $3.8 million, respectively, as patronage dividends receivable on its consolidated balance sheets and as an offset against interest expense on its consolidated statements of operations.
In March 2021, 2020, and 2019, CatchMark received patronage dividends of $4.1 million, $4.1 million, and $3.3 million, respectively, on its patronage eligible borrowings. Of the total patronage dividend received in March 2021, $3.1 million was received in cash and $1.0 million was received in equity of the Patronage Banks.
As of December 31, 2021 and 2020, the following balances related to the patronage dividend program were included on CatchMark's consolidated balance sheets:
| | | | | | | | | | | | | | |
| (in thousands) | | As of December 31, |
| Patronage dividends classified as: | | 2021 | | 2020 |
| Accounts receivable | | $ | 3,392 | | | $ | 3,597 | |
Prepaid expenses and other assets (1) | | 4,311 | | | 3,335 | |
| Total | | $ | 7,703 | | | $ | 6,932 | |
(1) Represents cumulative patronage dividends received as equity in the Patronage Banks.
Debt Covenants
The Amended Credit Agreement contains, among others, the following financial covenants which:
•limit the LTV Ratio to no greater than 50% at any time;
•require maintenance of a FCCR of not less than 1.05:1:00 at any time; and
•limit the aggregate capital expenditures to no greater than 1% of the value of the timberlands during any fiscal year.
The Amended Credit Agreement permits CatchMark to declare, set aside funds for, or pay dividends, distributions, or other payments to stockholders so long as it is not in default under the Amended Credit Agreement. However, if CatchMark has suffered a bankruptcy event or a change of control, the Amended Credit Agreement prohibits CatchMark from declaring, setting aside, or paying any dividend, distribution, or other payment other than as required to maintain its REIT qualification. The Amended Credit Agreement also subjects CatchMark to mandatory prepayment from proceeds generated from dispositions of timberlands or lease terminations, which may have the effect of limiting its ability to make distributions to stockholders under certain circumstances.
CatchMark was in compliance with the financial covenants of the Amended Credit Agreement as of December 31, 2021.
Interest Paid and Fair Value of Outstanding Debt
During the years ended December 31, 2021, 2020, and 2019, CatchMark made the following cash interest payments on its borrowings:
| | | | | | | | | | | | | | | | | | | | |
| | Year Ended December 31, |
| (in thousands) | | 2021 | | 2020 | | 2019 |
| Cash paid for interest | | $ | 8,346 | | | $ | 11,619 | | | $ | 20,399 | |
Included in the interest payments for the years ended December 31, 2021, 2020, and 2019 were unused commitment fees of $0.6 million, $0.5 million and $0.1 million, respectively. No interest paid was capitalized during the years ended December 31, 2021, 2020, and 2019.
As of December 31, 2021 and 2020, the weighted-average interest rate on these borrowings, after consideration of the interest rate swaps (see Note 6 — Interest Rate Swaps), was 3.77% and 3.25%, respectively. After further consideration of the expected patronage dividends, CatchMark's weighted-average interest rate as of December 31, 2021 and 2020 was 2.92% and 2.45%, respectively.
As of December 31, 2021 and 2020, the fair value of CatchMark's outstanding debt approximated its book value. The fair value was estimated based on discounted cash flow analysis using the current market borrowing rates for similar types of borrowing arrangements as of the measurement dates.
6. Interest Rate Swaps
CatchMark uses interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. As of December 31, 2021, CatchMark had two outstanding interest rate swaps with terms below:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (dollar amounts in thousands) | | Effective Date | | Maturity Date | | | | | | Notional Amount |
| Interest Rate Swap | | | | Pay Rate | | Receive Rate | |
2019 Swap - 10YR | | 11/29/2019 | | 11/30/2029 | | 2.2067% | | one-month LIBOR | | $ | 200,000 | |
2019 Swap - 7YR | | 11/29/2019 | | 11/30/2026 | | 2.0830% | | one-month LIBOR | | $ | 75,000 | |
| Total | | | | | | | | | | $ | 275,000 | |
As of December 31, 2021, CatchMark's interest rate swaps effectively fixed the interest rate on $275.0 million of its $300.0 million variable rate debt at 3.95%, inclusive of the applicable spread but before considering patronage dividends. The 2019 swaps contain an other-than-insignificant financing element and, accordingly, the associated cash flows are reported as financing activities in the accompanying consolidated statement of cash flows.
All of CatchMark's outstanding interest rate swaps during 2021, 2020, and 2019 qualified for hedge accounting treatment.
Fair Value and Cash Paid for Interest Under Interest Rate Swaps
The following table presents information about CatchMark’s interest rate swaps measured at fair value as of December 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | |
| (in thousands) | | | | Estimated Fair Value as of |
| Instrument Type | | Balance Sheet Classification | | December 31, 2021 | | December 31, 2020 |
| Derivatives designated as hedging instruments: | | | | |
| Interest rate swaps | | Other liabilities | | $ | (14,277) | | | $ | (30,029) | |
During the years ended December 31, 2021, 2020, and 2019, CatchMark recognized a change in fair value of its interest rate swaps of $16.7 million as other comprehensive income and $19.6 million and $8.3 million as other comprehensive loss, respectively.
During the years ended December 31, 2021 and 2020, CatchMark reclassified $1.0 million and $1.6 million, respectively, from accumulated other comprehensive loss to interest expense related to the off-market swap value at hedge inception. These reclassifications were netted with the market value adjustment to interest rate swaps in the consolidated statements of comprehensive income (loss).
Pursuant to the terms of its interest rate swaps, CatchMark paid $5.8 million, $4.3 million, and $0.3 million, respectively, under the interest rate swaps during the years ended December 31, 2021, 2020, and 2019. All amounts were included in interest expense in the consolidated statements of operations.
As of December 31, 2021, CatchMark estimated that approximately $5.1 million will be reclassified from accumulated other comprehensive loss to interest expense over the next 12 months.
7. Commitments and Contingencies
Mahrt Timber Agreements
In connection with its acquisition of timberlands from WestRock in 2007, CatchMark entered into a master stumpage agreement and a fiber supply agreement (collectively, the “Mahrt Timber Agreements”) with a wholly-owned subsidiary of WestRock. The master stumpage agreement provides that CatchMark will sell specified amounts of timber and make available certain portions of CatchMark's timberlands to CatchMark TRS for harvesting. The fiber supply agreement provides that WestRock will purchase a specified tonnage of timber from CatchMark TRS at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to the fiber supply agreement are negotiated every two years but are subject to quarterly market pricing adjustments based on an index published by TimberMart-South, a quarterly trade publication that reports raw forest product prices in 11 southern states. The initial term of the Mahrt Timber Agreements is October 9, 2007 through December 31, 2032, subject to extension and early termination provisions. The Mahrt Timber Agreements ensure a long-term source of supply of wood fiber products for WestRock in order to meet its paperboard and lumber production requirements at specified mills and provide CatchMark with a reliable customer for the wood products from its timberlands. For the years ended December 31, 2021, 2020, and 2019, approximately 11%, 11%, and 12%, respectively, of CatchMark's net timber sales revenue was derived from the Mahrt Timber Agreements. For 2022, WestRock is required to purchase, and we are required to make available to WestRock for purchase, a minimum of 371,100 tons of timber under the Mahrt Timber Agreements.
WestRock can terminate the Mahrt Timber Agreements prior to the expiration of the initial term if CatchMark replaces FRC as the forest manager without the prior written consent of WestRock, except pursuant to an internalization of CatchMark's forestry management functions. CatchMark can terminate the Mahrt Timber Agreements if WestRock (i) ceases to operate the Mahrt mill for a period that exceeds 12 consecutive months, (ii) fails to purchase a specified tonnage of timber for two consecutive years, subject to certain limited exceptions or (iii) fails to make payments when due (and fails to cure within 30 days).
In addition, either party can terminate the Mahrt Timber Agreements if the other party commits a material breach (and fails to cure within 60 days) or becomes insolvent. In addition, the Mahrt Timber Agreements provide for adjustments to both parties' obligations in the event of a force majeure, which is defined to include, among other things, lightning, fires, storms, floods, infestation and other acts of God or nature.
Timberland Operating Agreements
Pursuant to the terms of the timberland operating agreement between CatchMark and FRC (the "FRC Timberland Operating Agreement"), FRC manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to WestRock in compliance with the Mahrt Timber Agreements. In consideration for rendering the services described in the timberland operating agreement, CatchMark pays FRC (i) a monthly management fee based on the actual acreage FRC manages, which is payable monthly in advance, and (ii) an incentive fee based on timber harvest revenues generated by the timberlands, which is payable quarterly in arrears. The FRC Timberland Operating Agreement, as amended, is effective through March 31, 2023, and is automatically extended for one-year periods unless written notice is provided by CatchMark or FRC to the other party at least 120 days prior to the current expiration. The FRC Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice.
Pursuant to the terms of the timberland operating agreement between CatchMark and AFM (the "AFM Timberland Operating Agreement"), AFM manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to customers. In consideration for rendering the services described in the AFM Timberland Operating Agreement, CatchMark pays AFM (i) a monthly management fee based on the actual acreage AFM manages, which is payable monthly in advance, and (ii) an incentive fee based on revenues
generated by the timber operations. The incentive fee is payable quarterly in arrears. The AFM Timberland Operating Agreement is effective through November 30, 2022 and is automatically extended for one-year periods unless written notice is provided by CatchMark or AFM to the other party at least 120 days prior to the current expiration. The AFM Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice. The AFM Timberland Operating Agreement for the Pacific Northwest region terminated as of the close of the Bandon Disposition in 2021, except for limited administrative services which terminated on December 31, 2021.
Obligations under Operating Leases
CatchMark's office lease commenced in January 2019 and expires in November 2028 and qualifies as an operating lease under ASC 842. As of January 1, 2019, CatchMark recorded an operating lease right-of-use ("ROU") asset and an operating lease liability of $3.4 million on its balance sheet, which represents the net present value of lease payments over the lease term discounted using CatchMark's incremental borrowing rate at commencement date. CatchMark’s office lease contains renewal options; however, the options were not included in the calculation of the operating lease ROU asset and operating lease liability as it is not reasonably certain that CatchMark will exercise the renewal options. CatchMark recorded $0.4 million, $0.5 million and $0.3 million of operating lease expense, respectively, for the years ended December 31, 2021, 2020, and 2019 which was included in general and administrative expenses on its consolidated statements of operations. For the years ended December 31, 2021 and 2020, and 2019, CatchMark paid $0.4 million, $0.4 million and $0.3 million, respectively, in cash for its office lease, which was included in operating cash flows on its consolidated statements of cash flows.
CatchMark had the following future annual payments for its office lease as of December 31, 2021:
| | | | | | | | |
| (dollar amounts in thousands) | | Required Payments |
| 2022 | | 424 | |
| 2023 | | 435 | |
| 2024 | | 447 | |
| 2025 | | 459 | |
| 2026 | | 472 | |
| Thereafter | | 942 | |
| | $ | 3,179 | |
| Less: imputed interest | | (472) | |
| Operating lease liability | | $ | 2,707 | |
| | |
| Remaining lease term (years) | | 6.9 |
| Discount rate | | 4.58 | % |
CatchMark holds leasehold interests in 13,800 acres of timberlands under a long-term lease that expires in May 2022 (the “LTC Lease”). The LTC Lease provides CatchMark access rights to harvest timber as specified in the LTC Lease, which is, therefore, a lease of biological assets, and is excluded from the scope of ASC 842.
As of December 31, 2021, CatchMark had $261,000 of remaining future lease payments under its LTC Lease.
Litigation
From time to time, CatchMark may be a party to legal proceedings, claims, and administrative proceedings that arise in the ordinary course of its business. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. CatchMark records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, CatchMark accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, CatchMark accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, CatchMark discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, CatchMark discloses the nature and estimate of the
possible loss of the litigation. CatchMark does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote.
CatchMark is not currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on the results of operations or financial condition of CatchMark.
8.Noncontrolling Interests
CatchMark Timber Trust is the general partner of CatchMark Timber OP and owns 99.76% of its Common Units. CatchMark LP Holder, a wholly-owned subsidiary of CatchMark Timber Trust, owns 200 Common Units representing approximately 0.01% of the partnership interests. The remaining 0.23% of the Common Units are owned by current and former officers and directors of CatchMark (the "Limited Partners").
On October 31, 2018, CatchMark Timber Trust, as general partner of CatchMark Timber OP, executed the Second Amended and Restated Agreement of Limited Partnership of CatchMark Timber OP (as amended, the “Partnership Agreement”) with CatchMark LP Holder. The Partnership Agreement, as amended, added provisions authorizing CatchMark Timber OP to issue a class of limited partnership interests (the “LTIP Units"), to certain officers, directors, and employees of CatchMark. LTIP Units are a class of units structured to qualify as “profits interests” for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into the Common Units. The LTIP Units initially have no value and are not at parity with the Common Units with respect to liquidating distributions. Regular and other non-liquidating distributions are made by CatchMark Timber OP with respect to unvested LTIP Units as provided in the applicable award agreement for such units. Upon the occurrence of specified events, the LTIP Units can over time achieve partial to full parity with the Common Units.
Vested LTIP Units that have achieved full parity with the Common Units are automatically converted into the Common Units on a one-for-one basis. Vested LTIP Units that have not achieved full parity with the Common Units may convert into the Common Units on less than a one-for-one basis based on relative capital accounts. Limited partners holding Common Units, including those converted from LTIP Units, have the option to cause CatchMark Timber OP to redeem such units after the units have been held for one year. Unless CatchMark Timber Trust exercises its right to purchase the Common Units in exchange for shares of its common stock, CatchMark Timber OP would redeem each such unit with cash equal to the value of one share of CatchMark Timber Trust's common stock.
CatchMark recognizes noncontrolling interests associated with the Common Units held by the Limited Partners and the LTIP Units in an amount equal to the cumulative compensation cost of such units. Upon any forfeiture of the LTIP Units, the associated noncontrolling interests is reclassified to additional paid-in capital. Upon the conversion of the LTIP Units to Common Units, noncontrolling interests is adjusted so that the book value of each newly converted Common Unit equals the book value of an existing Common Unit. Noncontrolling interests is subsequently adjusted by allocations of earnings and distributions paid.
For the years ended December 31, 2021, 2020, and 2019, CatchMark recognized $1.2 million, $1.2 million and $0.5 million in stock-based compensation expense, respectively, related to the Common Units held by the Limited Partners and the LTIP Units as noncontrolling interests. During the years ended December 31, 2021 and 2020, 33,007 and 85,801, respectively, vested LTIP Units were converted to Common Units and, accordingly, $0.1 million and $0.4 million was reclassified from noncontrolling interests to additional paid-in capital, respectively. As the result of forfeitures of performance-based LTIP Units issued to the executive officers for 2018 and 2019, in January 2021 and January 2022, $0.1 million and $0.7 million, respectively, was reclassified from noncontrolling interests to additional paid-in capital at the time of forfeiture. See Note 10 — Stock-based Compensation for more details regarding LTIP Units.
9. Stockholders' Equity
Under CatchMark's charter, it has authority to issue a total of one billion shares of capital stock. Of the total shares authorized, 900 million shares are designated as common stock with a par value of $0.01 per share and 100 million shares are designated as preferred stock.
Share Repurchase Program
On August 7, 2015, the board of directors approved a share repurchase program for up to $30.0 million of CatchMark's outstanding common stock at management's discretion (the "SRP"). The program has no set duration and the Board may discontinue or suspend it at any time. CatchMark did not repurchase any shares of common stock under the SRP in 2021. During the years ended December 31, 2020 and 2019, CatchMark repurchased 304,719 shares and 329,150 shares, respectively, for $2.0 million and $3.0 million, respectively, under the SRP. As of December 31, 2021, CatchMark had 48.9 million shares of common stock outstanding and may repurchase up to an additional $13.7 million in shares under the SRP.
Equity Offering
On February 28, 2020, CatchMark filed a shelf registration statement on Form S-3 (File No. 333-236793) with the SEC (the "2020 Shelf Registration Statement"), which was declared effective on May 7, 2020. The 2020 Shelf Registration Statement provides CatchMark with future flexibility to offer, from time to time and in one or more offerings, up to $600 million in an undefined combination of debt securities, common stock, preferred stock, depositary shares, or warrants. The terms of any such future offerings would be established at the time of an offering. On May 7, 2020, CatchMark entered into a distribution agreement with a group of sales agents relating to the sale from time to time of up to $75 million in shares of CatchMark's common stock in at-the-market offerings or as otherwise agreed with the applicable sales agent, including in block transactions. These shares are registered with the SEC under the 2020 Shelf Registration Statement. As of December 31, 2021, CatchMark has not sold any shares of its common stock under the distribution agreement.
Distributions
Since December 2013, CatchMark has made and intends to continue to make quarterly distributions to holders of its common stock. The table below summarizes the distributions CatchMark made during the years ended December 31, 2021, 2020, and 2019, and the tax characterization of the distributions:
| | | | | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | 2019 |
| Total Cash Distributions per Common Share | | $ | 0.48 | | | $ | 0.54 | | | $ | 0.54 | |
| | | | | | |
| Tax Characterization | | | | | | |
| Return of Capital | | 100 | % | | 100 | % | | 100 | % |
The amount of distributions and the tax treatment thereof in prior periods are not necessarily indicative of amounts and tax treatment anticipated in future periods.
10. Stock-based Compensation
Long-Term Incentive Plans
On June 24, 2021, CatchMark's stockholders approved a long-term incentive plan (the "2021 Incentive Plan") at its 2021 annual meeting of stockholders. The 2021 Incentive Plan replaced CatchMark's 2017 long-term incentive plan. The 2021 Incentive Plan allows for the award of options, stock appreciation rights, restricted stock, RSUs, deferred stock units, performance awards, other stock-based awards, LTIP Units or any other right or interest relating to stock or cash to the employees, directors, and consultants of CatchMark or its affiliates. A total of 2.0 million shares of CatchMark's common stock are reserved for issuance pursuant to awards granted under the 2021 Incentive Plan. As of December 31, 2021, approximately 1.97 million shares remained available for issuance under the 2021 Plan.
Service-based Restricted Stock Grants to Employees
On February 18, 2021 and March 11, 2021, CatchMark granted 54,250 and 94,567 shares of service-based restricted stock to its employees and officers, respectively, vesting in equal installments over a four-year period. The fair value of $0.6 million and $1.0 million, respectively, was determined based on the closing price of CatchMark's common stock on the grant date and is amortized evenly over the vesting period.
Below is a summary of service-based restricted stock grants to the employees during the years ended December 31, 2021, 2020, and 2019:
| | | | | | | | | | | | | | | | | |
| 2021 | | 2020 | | 2019 |
| Restricted shares granted | 148,817 | | | 153,842 | | | 230,885 | |
| Weighted-average grant date fair value per share | $ | 10.77 | | | $ | 10.99 | | | $ | 9.66 | |
Grant date fair value of restricted shares vested ('000) (1) | $ | 1,458 | | | $ | 2,364 | | | $ | 953 | |
| Number of shares repurchased for minimum tax withholding upon vesting of restricted shares | 52,208 | | | 92,994 | | | 28,272 | |
Cash used to repurchase shares for minimum tax withholding upon vesting of restricted shares ('000) (2) | $ | 557 | | | $ | 1,018 | | | $ | 278 | |
(1) Included in the 2020 amount was the accelerated vesting of $1.1 million in connection with the retirement of CatchMark's former CEO.
(2) Included in the 2020 amount was $0.5 million paid in connection with the retirement of CatchMark's former CEO.
A rollforward of CatchMark's unvested service-based restricted stock awards to employees for the year ended December 31, 2021 is as follows:
| | | | | | | | | | | | |
| | Number of Shares | | Weighted-Average Grant Date Fair Value | |
| Unvested at December 31, 2020 | 374,822 | | | $ | 10.51 | | |
Granted | 148,817 | | | $ | 10.77 | | |
| Vested | (138,967) | | | $ | 10.49 | | |
| Forfeited | (11,625) | | | $ | 10.49 | | |
| Unvested at December 31, 2021 | 373,047 | | | $ | 10.62 | | |
Performance-based Grants
On March 11, 2021, CatchMark granted 202,930 performance-based LTIP Units to its executive officers and 44,180 shares of performance-based restricted stock to its eligible officers (the "2021 Performance-based Grant"). The issuance represents the maximum number of LTIP Units or shares of restricted stock that could be earned based on the relative performance of CatchMark's TSR as compared to a pre-established peer group's TSR and to the Russell Microcap Index, in each case over a three-year performance period from January 1, 2021 to December 31, 2023. The Compensation Committee will determine the earned awards after the end of the performance period, and the earned awards will vest in two equal installments in the first quarter of 2024 and 2025. The total compensation cost of the 2021 Performance-based Grant was $1.5 million and is amortized over the weighted vesting period of 3.5 years. The fair value of each LTIP Unit and share of restricted stock was calculated using Monte-Carlo simulation with the following assumptions:
| | | | | |
| Grant date market price (March 11, 2021) | $ | 10.90 | |
| Weighted-average fair value per granted LTIP Unit/share | $ | 6.26 | |
| Assumptions: | |
| Volatility | 43.08 | % |
| Expected term (years) | 3.0 |
| Risk-free interest rate | 0.39 | % |
On January 29, 2021, the compensation committee of CatchMark's board of directors (the "Compensation Committee") determined that performance-based grants issued pursuant to CatchMark's 2018 executives' LTIP with a performance period from January 1, 2018 through December 31, 2020 were not earned. As a result, 7,937 shares of restricted stock and 39,020 LTIP units issued thereunder were forfeited and the remaining unamortized cost of $16,300 associated with these grants was expensed in the first quarter of 2021.
A rollforward of CatchMark's unvested performance-based LTIP Units grants for the year ended December 31, 2021 is as follows:
| | | | | | | | | | | | |
| | Number of Units | | Weighted-Average Grant Date Fair Value | |
| Unvested at December 31, 2020 | 349,703 | | | $ | 6.03 | | |
Granted | 202,930 | | | $ | 6.26 | | |
| Vested | (7,705) | | | $ | 1.31 | | |
| Forfeited | (39,020) | | | $ | 1.82 | | |
| Unvested at December 31, 2021 | 505,908 | | | $ | 6.52 | | |
A rollforward of CatchMark's unvested performance-based restricted stock grants for the year ended December 31, 2021 is as follows:
| | | | | | | | | | | | |
| | Number of Shares | | Weighted-Average Grant Date Fair Value | |
| Unvested at December 31, 2020 | 31,526 | | | $ | 4.90 | | |
Granted | 44,180 | | | $ | 6.26 | | |
| Vested | — | | | $ | — | | |
| Forfeited | (7,937) | | | $ | 1.84 | | |
| Unvested at December 31, 2021 | 67,769 | | | $ | 6.14 | | |
On January 20, 2022, the Compensation Committee determined that performance-based grants issued pursuant to CatchMark's 2019 executives' LTIP with a performance period from January 1, 2019 through December 31, 2021 were not earned. As a result, 105,862 LTIP units issued thereunder were forfeited and the remaining unamortized cost of $144,000 associated with these grants was expensed in the first quarter of 2022.
Accelerated Vesting of Former CEO's Outstanding Equity Awards
On January 21, 2020, Jerrold Barag retired as the Chief Executive Officer of CatchMark and as a member of CatchMark's board of directors. In connection with Mr. Barag's retirement, 103,135 shares of his service-based restricted stock awards vested immediately, 46,912 shares of which were withheld to cover tax withholding. CatchMark repurchased the remaining 56,223 fully vested shares at a per-share price of $11.05, which was the average closing price of the common stock for the five-day trading period ended prior to January 21, 2020, payable to Mr. Barag in 24 equal installments through January 2022. Mr. Barag’s 72,272 performance-based LTIP Units issued under the executive officer’s 2017 compensation program had a performance period from January 1, 2017 to December 31, 2019. 25,218 of these 72,272 LTIP Units were earned and vested on January 29, 2020. Mr. Barag’s remaining 142,909 performance-based LTIP units issued under the executive officers' 2018 and 2019 compensation programs were treated as if the performance period for such awards ended on January 21, 2020. The Compensation Committee determined that Mr. Barag earned a total of 32,780 LTIP Units under the 2018 and 2019 compensation programs, which were vested on January 29, 2020. In accordance with ASC 718: Compensation - Stock Compensation, CatchMark applied modification accounting and recognized the incremental fair value of these awards in the amount of $1.2 million as stock-based compensation expense in the first quarter of 2020. For complete terms and conditions of the separation agreement, see the Form 8-K filed with the SEC on January 21, 2020.
During the years ended December 31, 2021 and 2020, CatchMark made installment payments of $0.3 million and $0.3 million, respectively, related to the repurchase of Mr. Barag's service-based restricted stock awards.
Equity Grants to Independent Directors
On June 25, 2021, CatchMark issued the annual equity-based grants to five independent directors who were re-elected to its board at its 2021 annual meeting of stockholders. Each independent director received a grant with a fair value of $70,000, which will vest on the date of CatchMark's 2022 annual meeting of stockholders. Upon their respective elections, one independent director received 5,838 shares of CatchMark's restricted common stock and the remaining four independent directors each received 5,838 LTIP Units in CatchMark Timber OP. CatchMark
recognized $175,000 of general and administrative expense related to these awards during the year ended December 31, 2021.
Below is a summary of independent directors' stock-based compensation for the years ended December 31, 2021, 2020, and 2019:
| | | | | | | | | | | | | | | | | |
| (dollars in thousands, except for per-share amounts) | 2021 | | 2020 | | 2019 |
| Number of restricted shares granted | 5,838 | | | 20,744 | | | 20,097 | |
| Weighted-average grant date fair value per share | $ | 11.99 | | | $ | 8.17 | | | $ | 10.45 | |
| Grant date fair value of restricted shares granted | $ | 70 | | | $ | 169 | | | $ | 210 | |
| | | | | |
| Number of LTIP Units granted | 23,352 | | | 25,302 | | | 20,097 | |
| Weighted-average grant date fair value per unit | $ | 11.99 | | | $ | 8.30 | | | $ | 10.45 | |
| Grant date fair value of LTIP Units granted | $ | 280 | | | $ | 210 | | | $ | 210 | |
| | | | | |
| Number of shares repurchased for minimum tax withholding upon vesting of restricted shares | 4,136 | | | 4,027 | | | $ | — | |
| Cash used to repurchase shares for minimum tax withholding upon vesting of restricted shares | $ | 49 | | | $ | 34 | | | $ | — | |
A rollforward of CatchMark's unvested restricted stock and LTIP Unit grants to the directors for the year ended December 31, 2021 is as follows:
| | | | | | | | | | | | | | | | | |
| Restricted Stock | | LTIP Units |
| Number of Shares | Weighted-Average Grant Date Fair Value | | Number of Units | Weighted-Average Grant Date Fair Value |
| Unvested as of December 31, 2020 | 20,744 | | $ | 8.17 | | | 25,302 | | $ | 8.30 | |
| Granted | 5,838 | | $ | 11.99 | | | 23,352 | | $ | 11.99 | |
| Vested | (20,744) | | $ | 8.17 | | | (25,302) | | $ | 8.30 | |
| Forfeited | — | | $ | — | | | — | | $ | — | |
| Unvested as of December 31, 2021 | 5,838 | | $ | 11.99 | | | 23,352 | | $ | 11.99 | |
Stock-based Compensation Expense
A summary of CatchMark's stock-based compensation expense is presented below:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
General and administrative expenses (1) | $ | 2,372 | | | $ | 3,419 | | | $ | 2,527 | |
| Forestry management expenses | 532 | | | 417 | | | 263 | |
Total (2) | $ | 2,904 | | | $ | 3,836 | | | $ | 2,790 | |
(1) Amount for the year ended December 31, 2020 includes $1.2 million of accelerated stock-based compensation expense related to the retirement of CatchMark's former CEO in January 2020.
(2) Amounts for the years ended December 31, 2021 and 2020 include $1.2 million and $1.2 million, respectively, of stock-based compensation expense recognized as noncontrolling interests.
As of December 31, 2021, $4.8 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units remained to be recognized over a weighted-average period of 2.3 years.
11. Recreational Leases
CatchMark leases certain access rights to individuals and companies for recreational purposes. These operating leases generally have terms of one year with certain provisions to extend the lease agreements for at least another one-year term. CatchMark retains substantially all of the risks and benefits of ownership of the timberland properties leased to tenants and, thus, the leases are accounted for under ASC 606. As of December 31, 2021, 362,400 acres, or 100% of CatchMark’s timberland available for recreational uses, had been leased to tenants under operating leases that expire between May and July 2022. Under the terms of the recreational leases, tenants are required to pay the entire rent upon execution of the lease agreement. Such rental receipts are recorded as deferred revenues until earned over the terms of the respective lease terms and recognized as other revenue. As of December 31, 2021 and 2020, $1.7 million and $1.8 million, respectively, of such rental receipts are included in other liabilities in the accompanying consolidated balance sheets. For the three years ended December 31, 2021, 2020, and 2019, CatchMark recognized other revenues related to recreational leases of $3.9 million, $4.0 million, and $4.1 million, respectively.
12. Income Taxes
CatchMark TRS is generally the only subsidiary of CatchMark subject to U.S. federal and state income taxes. CatchMark TRS records deferred income taxes using enacted tax laws and rates for the years in which the taxes are expected to be paid. Deferred tax assets and liabilities are recorded based on the differences between the financial reporting and income tax bases of assets and liabilities. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. As of December 31, 2020, CatchMark TRS had a net deferred tax asset balance of $0.5 million, as it was more likely than not that a portion of its deferred tax asset was going to be realized based on projected future income. As of December 31, 2021, CatchMark TRS recorded a full valuation allowance on its deferred tax asset which resulted in a net deferred tax asset balance of $0 as it was no longer more likely than not based on projected future income that a portion of its deferred tax asset would be realized.
As of December 31, 2021, CatchMark Timber Trust and CatchMark TRS had the following federal and state net operating loss ("NOL") carryforwards:
| | | | | | | | | | | | | | | | | |
| (in millions) | Federal | | State | | Total |
| CatchMark Timber Trust | $ | 277.0 | | (1) | $ | 225.9 | | | $ | 502.9 | |
| CatchMark TRS | $ | 15.5 | | (2) | $ | 12.2 | | | $ | 27.7 | |
| Total | $ | 292.5 | | | $ | 238.1 | | | $ | 530.6 | |
(1) Includes $108.3 million of NOL generated prior to January 1, 2018.
(2) Entire $15.5 million of NOL was generated prior to January 1, 2018.
Such NOL carryforwards may be utilized, subject to certain limitations, to offset future taxable income. The federal NOL generated prior to January 1, 2018 will begin to expire in 2027 and the state NOL generated prior to January 1, 2018 will begin to expire in 2022. Current tax law allows CatchMark Timber Trust and CatchMark TRS to carry forward its federal NOL generated beginning January 1, 2018 indefinitely; however, the use of the NOL in any given tax year will be limited to 80% of the annual taxable income.
Components of the deferred tax assets as of December 31, 2021 and 2020 were attributable to the operations of CatchMark TRS only and were as follows:
| | | | | | | | | | | |
| As of December 31, |
| (in thousands) | 2021 | | 2020 |
| Deferred tax assets: | | | |
| Net operating loss carryforward | $ | 3,808 | | | $ | 5,713 | |
| Gain on timberland sales | 56 | | | 52 | |
| Other | 486 | | | 609 | |
| Total gross deferred tax asset | 4,350 | | | 6,374 | |
| | | |
| Valuation allowance | (4,272) | | | (5,829) | |
| Total net deferred tax asset | $ | 78 | | | $ | 545 | |
| | | |
| Deferred tax liability: | | | |
| Timber depletion | 78 | | | 76 | |
| Total gross deferred tax liability | $ | 78 | | | $ | 76 | |
| | | |
| Deferred tax assets, net | $ | — | | | $ | 469 | |
Income taxes for financial reporting purposes differ from the amount computed by applying the statutory federal rate primarily due to the effect of state income taxes (net of federal benefit) and valuation allowances. A reconciliation of the federal statutory income tax rate to CatchMark TRS’ effective tax rate for the years ended December 31, 2021, 2020, and 2019 is as follows:
| | | | | | | | | | | | | | | | | |
| | 2021 | | 2020 | | 2019 |
| Federal statutory income tax rate | 21.0 | % | | 21.0 | % | | 21.0 | % |
| State income taxes, net of federal benefit | 2.3 | % | | 3.2 | % | | — | % |
| Other temporary differences | 1.4 | % | | — | % | | 5.1 | % |
| Other permanent differences | 1.4 | % | | 6.3 | % | | 6.3 | % |
| Effects of federal rate change | — | % | | — | % | | — | % |
Change in valuation allowance (1) | (17.2) | % | | (3.7) | % | | (53.9) | % |
| Effective tax rate | 8.9 | % | | 26.8 | % | | (21.5) | % |
(1) Represents a partial valuation allowance against federal net operating losses for the years ended December 31, 2020 and 2019, as CatchMark does not believe those losses will be fully utilized in the future. CatchMark recorded a full valuation allowance against federal net operating losses for the year ended December 31, 2021.
As of December 31, 2021 and 2020, the tax basis carrying value of CatchMark’s total timber assets was $461.3 million and $570.9 million, respectively.
13. Quarterly Results (unaudited)
Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2021 and 2020:
| | | | | | | | | | | | | | | | | | | | | | | |
| 2021 |
| (in thousands, except for per-share amounts) | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| Revenues | $ | 27,686 | | | $ | 31,940 | | | $ | 22,073 | | | $ | 20,462 | |
| Income (loss) before unconsolidated joint ventures and income taxes | $ | (1,165) | | | $ | 1,704 | | | $ | 23,351 | | | $ | (495) | |
| Net income (loss) attributable to common stockholders | $ | (550) | | | $ | 1,749 | | | $ | 23,252 | | | $ | 33,811 | |
Net income (loss) per share — basic (1) | $ | (0.01) | | | $ | 0.04 | | | $ | 0.48 | | | $ | 0.70 | |
Net income (loss) per share — diluted (1) | $ | (0.01) | | | $ | 0.04 | | | $ | 0.48 | | | $ | 0.70 | |
| | | | | | | |
| 2020 |
| (in thousands, except for per-share amounts) | First
Quarter | | Second
Quarter | | Third
Quarter | | Fourth
Quarter |
| Revenues | $ | 26,972 | | | $ | 21,757 | | | $ | 24,613 | | | $ | 30,948 | |
| Loss before unconsolidated joint ventures and income taxes | $ | (4,161) | | | $ | (3,838) | | | $ | (1,855) | | | $ | (2,300) | |
| Net loss | $ | (4,249) | | | $ | (6,183) | | | $ | (4,149) | | | $ | (2,957) | |
Net loss per share — basic and diluted (1) | $ | (0.09) | | | $ | (0.13) | | | $ | (0.09) | | | $ | (0.06) | |
(1) The sum of the quarterly amounts does not equal net income (loss) per share for the year due to changes in weighted-average shares.
During the year ended December 31, 2021, CatchMark's quarterly results varied primarily as a result of gains realized from large dispositions in the second and third quarter, and gain from the Triple T Exit in the fourth quarter.
14. Customer Concentration
For the years ended December 31, 2021, 2020, and 2019, WestRock represented 16%, 15%, and 16% of CatchMark's total revenues, respectively. No other customer represented more than 10% of CatchMark's total revenues during 2021, 2020, and 2019.
15. Segment Information
As of December 31, 2021, CatchMark had the following reportable segments: Harvest, Real Estate and Investment Management. Harvest includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Real Estate includes timberland sales, cost of timberland sales and large dispositions. Investment Management includes investment in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along with other expense and income items, are not allocated among segments. Asset information and capital expenditures by segment are not reported because CatchMark does not use these measures to assess performance. CatchMark’s investments in unconsolidated joint ventures are reported separately on the accompanying consolidated balance sheets. During the periods presented, there have been no material intersegment transactions.
The following table presents operating revenues by reportable segment:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
| Harvest | $ | 76,596 | | | $ | 76,464 | | | $ | 77,189 | |
| Real Estate | 14,090 | | | 15,642 | | | 17,572 | |
| Investment Management | 11,475 | | | 12,184 | | | 11,948 | |
| Total | $ | 102,161 | | | $ | 104,290 | | | $ | 106,709 | |
Adjusted EBITDA is the primary performance measure reviewed by management to assess operating performance. The following table presents Adjusted EBITDA by reportable segment:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
| Harvest | $ | 34,181 | | | $ | 34,190 | | | $ | 33,670 | |
| Real Estate | 13,355 | | | 14,748 | | | 16,559 | |
| Investment Management | 12,284 | | | 12,609 | | | 16,749 | |
| Corporate | (10,413) | | | (9,482) | | | (10,072) | |
Total | $ | 49,407 | | | $ | 52,065 | | | $ | 56,906 | |
A reconciliation of Adjusted EBITDA to GAAP net income (loss) is presented below:
| | | | | | | | | | | | | | | | | |
| Year Ended December 31, |
| (in thousands) | 2021 | | 2020 | | 2019 |
| Adjusted EBITDA | $ | 49,407 | | | $ | 52,065 | | | $ | 56,906 | |
| Subtract: | | | | | |
| Depletion | 23,729 | | | 29,112 | | | 28,064 | |
Interest expense (1) | 10,232 | | | 12,070 | | | 17,058 | |
Amortization (1) | 2,622 | | | 3,255 | | | 1,786 | |
| Income tax expense (benefit) | 675 | | | 658 | | | (1,127) | |
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (2) | 126 | | | 151 | | | 3,823 | |
Basis of timberland sold, lease terminations and other (3) | 9,325 | | | 13,606 | | | 14,964 | |
| Stock-based compensation expense | 2,904 | | | 3,836 | | | 2,790 | |
Gain on large dispositions (4) | (24,208) | | | (1,274) | | | (7,961) | |
HLBV loss from unconsolidated joint venture (5) | — | | | 5,000 | | | 90,450 | |
| Gain on sale of unconsolidated joint venture interests | (35,000) | | | — | | | — | |
Post-employment benefits (6) | 41 | | | 2,324 | | | — | |
Other (7) | 558 | | | 865 | | | 380 | |
| Net income (loss) | $ | 58,403 | | | $ | (17,538) | | | $ | (93,321) | |
(1)For the purpose of the above reconciliation, amortization includes amortization of deferred financing costs, amortization of operating lease assets and liabilities, amortization of intangible lease assets, and amortization of mainline road costs, which are included in either interest expense, land rent expense, or other operating expenses in the accompanying consolidated statements of operations. Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.
(2)Reflects CatchMark's share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.
(3)Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.
(4)Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value. Such dispositions are infrequent in nature, are not part of core operations, and would cause material variances in comparative results if not reported separately.
(5)Reflects HLBV losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date. CatchMark exited the Triple T Joint Venture on October 14, 2021, see Note 4 — Unconsolidated Joint Ventures for additional information.
(6)Reflects one-time, non-recurring post-employment benefits associated with the retirement of CatchMark's former CEO, including severance pay, payroll taxes, professional fees, and accrued dividend equivalents.
(7)Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of CatchMark's timberland portfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.
16. Subsequent Event
Dividend Declaration
On February 10, 2022, CatchMark declared a cash dividend of $0.075 per share for its common stockholders of record on February 28, 2022, payable on March 15, 2022.