Table of 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.Contents

~~Restrictions on deduction of all of our interest expense could prevent us from satisfying the REIT distribution requirements and avoiding incurring income or excise taxes.~~

Under the TCJA, new rules may limit our ability (and the ability of entities that are not treated as disregarded entities for U.S. federal income tax purposes and in which we hold an interest) to deduct interest expense in taxable years beginning after December 31, 2017. Under amended Section 163(j) of the Code, the deduction for business interest expense may be limited to the amount of the taxpayer’s business interest income plus 30% of the taxpayer’s “adjusted taxable income” unless the taxpayer’s gross receipts do not exceed $25 million per year during the applicable testing period or the taxpayer qualifies to elect, and elects, to be treated as an “electing real property trade or business.” A taxpayer’s adjusted taxable income will start with its taxable income and add back items of non-business income and expense, business interest income and business interest expense, net operating losses, any deductions for “qualified business income,” and, in taxable years beginning before January 1, 2022, any deductions for depreciation, amortization or depletion. A taxpayer that is exempt from the interest expense limitations as an electing real property trade or business is ineligible for certain expensing benefits and is subject to less favorable depreciation rules for real property. The new rules for business interest expense will apply to us and at the level of each entity in which or through which we invest that is not a disregarded entity for U.S. federal income tax purposes, including Creek Pine REIT. It is not clear whether the exception for electing real estate trades or businesses will apply to us, our subsidiaries or to Creek Pine REIT. Certain of our subsidiaries have incurred substantial indebtedness and interest expense, as has Creek Pine REIT. To the extent that interest expense is not deductible, taxable income will be increased, as will REIT distribution requirements and the amounts needed to distribute to avoid incurring income and excise taxes. Failure to be eligible for the electing real property trades or businesses exception or another exception could result in significant limitations on deductibility of the interest expense that we and Creek Pine REIT generate, impacting the taxable income and ability of us and Creek Pine REIT to satisfy the distribution requirements for REIT qualification and to avoid corporate income tax liability.

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, ~~under the TCJA,~~ non-corporate U.S. stockholders are entitled to a deduction of up to 20% of their qualified REIT dividends received in taxable years beginning ~~after December 31, 2017 and~~ before January 1, 2026, subject to certain limitations. Taking into account the top ordinary tax rate for ordinary income tax rate of 37% and assuming a full 20% deduction for ordinary REIT dividends, the maximum effective federal income tax rate for qualified REIT dividends is 29.6%. 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. ~~Furthermore, because the~~The taxable income ~~earned by our~~of TRSs, including CatchMark TRS, is subject to ~~corporate~~federal and applicable state and local income ~~tax and is not subject~~tax. While we seek to structure the ~~requirement to distribute annually at least 90%~~pricing of our ~~REIT~~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 ~~our stockholders, our~~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 ~~status~~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

Table of Contents

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.

~~We may choose to pay dividends in our own stock, in which case our stockholders~~There may be ~~required~~tax consequences to ~~pay income taxes in excess~~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 ~~cash dividends received.~~

~~Under IRS~~pre-modification instrument for the modified instrument. Recently finalized Treasury Regulations, which will be effective March 7, 2022, and Revenue Procedure 2017-45, as a publicly traded REIT, we may give stockholders a choice, subject to various limits and requirements, of receiving a dividend in cash or in common stock of the REIT. As long as at least 20% of the total dividend is available in cash and certain other requirements are satisfied, the IRS2020-44 will treat ~~the stock distribution~~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 ~~dividend (to the extent applicable rules treat such distribution as being made out of the REIT’s earnings and profits). Taxable stockholders receiving such dividends~~post-LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can give no assurances that we will be required to include the full amount of the dividend income to the extent of our current and accumulated earnings and profits for federal income tax purposes. As a result, a U.S. stockholder may be required to pay income taxes with respect to such dividends in excess of the cash dividends received. If a U.S. stockholder sells the stock it receives as a dividend in order to pay this tax, the sales proceeds may be less than the amount included in income with respect to the dividend, depending on the market price of our stock at the time of the sale. Furthermore, with respect to non-U.S. stockholders, we may be required to withhold U.S. tax with respect to such dividends, including in respect of all or a portion of such dividend that is payable in stock. In addition, if a significant number of our stockholders determine to sell shares of our common stock in order to pay taxes owed on dividends, it may put downward pressure on the trading price of our common stock.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;

Table of Contents

•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;~~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.~~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.

~~If securities analysts do not publish research or reports about our business or if they downgrade our common stock or our sector, the price of our common stock could decline.~~

The trading market for our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. We do not control analysts. Furthermore, if one or more of the analysts who do cover us downgrades our shares of common stock or our industry, or the stock of any of our competitors, the price of our shares could decline. If one or more of these analysts ceases coverage of our company, we could lose attention in the market, which in turn could cause the price of our shares of common stock to decline.

Future offerings of debt securities, ~~which would be senior to our common stock,~~ or preferred equity securities, which would ~~dilute our existing stockholders and may~~ 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 ~~medium term notes,~~ senior or subordinated notes and classes of preferred ~~or common stock, including through "at-the-market" offerings of common~~ 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. Therefore,~~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 ~~common stock~~debt securities or ~~other~~preferred equity securities may ~~dilute the holdings of our existing stockholders. Future offerings of debt or equity securities, or the perception that such offerings may occur, may reduce~~adversely affect the market price of ~~our~~the common stock or the distributions that we pay with respect to our common stock. Because we may generally issue any such debt or equity securities in the future without obtaining the consent of our stockholders, you will bear the risk of our future offerings reducing the market price of our common stock and diluting your proportionate ownership.

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 ~~will be~~is our distribution rate on the common stock (as a percentage of the share price of our common stock), relative to market interest ~~rates.~~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. Therefore,~~distribution, and therefore, we may not be able, or may not choose ~~not,~~ 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.

Table of Contents

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 ~~bonds, rise.~~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~~

ITEM 1B.UNRESOLVED STAFF COMMENTS

None.


~~ITEM 2.~~	~~PROPERTIES~~

ITEM 2.PROPERTIES

As of December 31, ~~2018,~~2021, we wholly owned interests in ~~approximately 463,100~~369,700 acres of high-quality industrial timberland in the U.S. South, ~~and the Pacific Northwest,~~ consisting of ~~approximately 432,900~~355,900 acres of fee timberlands and ~~approximately 30,200~~13,800 acres of leased timberlands. Our wholly-owned timberlands are located within an attractive fiber ~~baskets encompassing~~basket encompassing a diverse group of pulp, paper, and wood products manufacturing facilities. Our ~~Southern~~ timberlands consisted of ~~approximately~~ 72% pine plantations by acreage and ~~49%~~54% sawtimber by volume. ~~Our Pacific Northwest timberlands consisted of 90% productive acres and 83% sawtimber by volume.~~ Our leased timberlands include ~~approximately 26,800~~13,800 acres under one long-term lease expiring in May 2022, which we refer to as the ~~long-term contract or the~~ LTC ~~lease, and approximately 3,400 acres under a single-rotation lease that expired in January 2019, which we refer to as the private land management or the PLM~~ lease. Wholly-owned timberland acreage by state is listed below:

Table of Contents

Acres by state as of December 31, 2018 ⁽¹⁾
Fee Lease Total
South
Alabama 72,900
5,300
78,200
Florida 2,000
—
2,000
Georgia 261,300
24,900
286,200
North Carolina 600
—
600
South Carolina 77,700
—
77,700
Tennessee 300
—
300
414,800
30,200
445,000
Pacific Northwest
Oregon 18,100
—
18,100
Total 432,900
30,200
463,100


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

⁽¹⁾~~Represents wholly-owned acreage only; excludes ownership interest in acreage acquired by joint ventures~~.

As of December 31, ~~2018,~~2021, our wholly-owned timber inventory consisted of an ~~estimated 19.8~~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

(in millions)

Tons
Merchantable timber inventory ⁽¹⁾
Fee Lease Total
Pulpwood 9.2
0.6
9.8
Sawtimber ⁽²⁾
9.6
0.4
10.0
Total 18.8
1.0
19.8

⁽¹⁾Merchantable timber inventory ~~does not include~~includes current year ~~growth, which we expect approximates current year harvest volumes (see~~ ~~Item 7— Management's discussion and Analysis of Financial Condition and Results of Operations —Results of Operations~~ ~~for information on current year harvest volume). Pacific Northwest merchantable timber inventory is converted from MBF to tons using a factor of 8.~~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 ~~had~~owned a 50% membership interest in the ~~following investments in joint ventures~~Dawsonville Bluffs Joint Venture as of December 31, ~~2018~~2021 (see Note 4 — Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details):.

As of December 31, 2018
Dawsonville Bluffs Joint Venture Triple T Joint Venture
Ownership percentage 50.0%
21.6% ⁽¹⁾
Acreage owned by the joint venture 5,000 1,099,800
Merchantable timber inventory (million tons) 0.3
42.9 ⁽²⁾
Location Georgia Texas

⁽¹⁾~~Represents our share of total partner capital contributions.~~

⁽²⁾~~Triple T considers inventory to be merchantable at age 12. Merchantable timber inventory includes growth and adjustments identified during the annual recruise of the Triple T Timberlands.~~

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 ~~pre-merchantable~~premerchantable age class into merchantable inventory, which currently is 15 years after stand establishment in the ~~South and 35 years after stand establishment in the Pacific Northwest.~~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 ~~graphs~~graph below ~~present~~presents the ~~approximate~~ number of acres of our timberland as of December 31, ~~2018~~2021 by age class:

Table of Contents


⁽¹⁾	~~Acres presented in the graph includes fee timberland only and excludes 11,700 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 natural 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.

(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.


⁽¹⁾	~~Acres presented in the graph includes fee timberland only and excludes 1,800 acres of non-productive forest land.~~

(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, ~~and the Pacific Northwest,~~ damage from natural disasters in ~~those regions~~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~~

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~~

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II


~~ITEM 5.~~	~~MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~

Table of Contents

ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock trades on the NYSE under the symbol “CTT”.

Holders

As of February 28, ~~2019,~~2022, there were ~~1,621stockholders~~1,427 stockholders of record of our common stock.

Cumulative Total Shareholder Return

The following graph compares the cumulative total shareholder return on our common stock from December 31, 2016 to December 31, 2021 with the Russell 3000, which is a broad-based market index of issuers with similar ~~capitalization,~~capitalization; with the Russell Microcap Index, which is a broad-based market index of securities with the smallest market capitalization; and with the S&P Global Timber & Forestry Index, which is an industry specific market index of peer ~~issuers, from December 31, 2013 to December 31, 2018.~~issuers. The graph assumes a $100 investment in each of the indices on December 31, ~~2013,~~2016, and the dividends received are reinvested at ~~month end.~~month-end.

The data in the following table was used to create the above graph as of the respective dates:

Table of Contents


	12/31/2013		12/31/2014		12/31/2015		12/31/2016		12/31/2017		12/31/2018			12/31/2016		12/31/2017		12/31/2018		12/31/2019		12/31/2020		12/31/2021
CatchMark Timber Trust, Inc.	$	100	$	84	$	88	$	92	$	112	$	64	CatchMark Timber Trust, Inc.	$	100	$	122	$	69	$	118	$	103	$	100
Russell 3000	$	100	$	110	$	109	$	120	$	143	$	133
Russell 3000 Index													Russell 3000 Index	$	100	$	119	$	111	$	142	$	169	$	209
Russell Microcap Index													Russell Microcap Index	$	100	$	112	$	96	$	116	$	139	$	165
S&P Global Timber & Forestry Index	$	100	$	100	$	91	$	100	$	132	$	106	S&P Global Timber & Forestry Index	$	100	$	132	$	106	$	123	$	146	$	167

⁽¹⁾Data points are the last trading day of each fiscal year.

Issuer Purchase of Equity Securities

~~The following table provides information regarding our purchases~~During the fourth quarter of 2021, we did not repurchase any shares of our common stock ~~during the quarter ended December 31, 2018:~~under our SRP. See Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources section for further details about our SRP.

ITEM 6. [RESERVED]

Period
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾

Average Price Paid per Share ⁽¹⁾

Maximum Number (Or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
October 1 - October 31 98,459
$ 10.16
$ 18.7
million
November 1 - November 30 —
$ —
$ 18.7
million
December 1 - December 31 —
$ —
$ 18.7
million
Total 98,459


⁽¹⁾	~~See~~ ~~Item 7— Management Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources~~ ~~for details of our publicly announced share repurchase program.~~


~~ITEM 6.~~	~~SELECTED FINANCIAL DATA~~

~~The following selected financial data as of and for the five years ended December 31, 2018 should be read in conjunction with the accompanying consolidated financial statements and related notes in~~ ~~Item 8 — Financial Statements and Supplementary Data~~ ~~hereof. All amounts are in thousands except for per-share, tonnage, acreage and per-acreage data.~~

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As of December 31,
2018 2017 2016 2015 2014
Financial Position
Cash and cash equivalents $ 5,614
$ 7,805
$ 9,108
$ 8,025
$ 17,365
Total assets $ 804,772
$ 740,158
$ 709,824
$ 599,095
$ 564,489
Outstanding debt $ 478,619
$ 337,619
$ 325,656
$ 185,002
$ 118,000
Total liabilities $ 483,116
$ 337,778
$ 328,754
$ 188,057
$ 119,797
Total stockholders’ equity $ 321,656
$ 402,380
$ 381,070
$ 411,038
$ 444,692

Period End Acres
Fee 432,900
479,400
467,500
401,200
364,700
Lease 30,200
30,900
32,100
23,800
28,600
Wholly-owned total 463,100
510,300
499,600
425,000
393,300
Joint venture interest ⁽¹⁾
1,104,800
10,500
—
—
—
Total acres 1,567,900
520,800
499,600
425,000
393,300

For the Year Ended December 31,
2018 2017 2016 2015 2014
Operating Results
Total revenues $ 97,857
$ 91,295
$ 81,855
$ 69,122
$ 54,311
Operating income (loss) $ 1,293
$ (3,574 ) $ (4,408 ) $ (4,820 ) $ 3,118
Net income (loss) $ (122,007 ) $ (13,510 ) $ (11,070 ) $ (8,387 ) $ 660
Net income (loss) per share available to common stockholders, basic and diluted $ (2.55 ) $ (0.34 ) $ (0.29 ) $ (0.21 ) $ 0.02
Weighted-average common shares outstanding 47,937
39,751
38,830
39,348
31,568
Adjusted EBITDA ⁽²⁾
$ 49,786
$ 41,970
$ 36,486
$ 32,168
$ 23,671
Adjusted EBITDA per share ⁽²⁾
$ 1.04
$ 1.06
$ 0.94
$ 0.82
$ 0.75

Cash Flows
Cash provided by operating activities $ 29,796
$ 27,419
$ 30,849
$ 28,494
$ 19,845
Cash used in investing activities $ (212,514 ) $ (68,416 ) $ (144,765 ) $ (78,461 ) $ (238,433 )
Cash provided by financing activities $ 180,527
$ 39,694
$ 114,999
$ 40,627
$ 227,339
Total cash dividends paid $ (25,601 ) $ (21,349 ) $ (20,382 ) $ (19,590 ) $ (15,335 )
Cash dividends paid per share $ 0.54
$ 0.54
$ 0.53
$ 0.50
$ 0.47

Investments in unconsolidated joint ventures $ (200,000 ) $ (10,539 ) $ —
$ —
$ —
Operating distributions from unconsolidated joint ventures $ 3,771
$ —
$ —
$ —
$ —
Capital distributions from unconsolidated joint ventures $ 4,744
$ —
$ —
$ —
$ —

Capital Expenditures

Capital expenditures-acquisitions⁽³⁾
$ 91,821
$ 52,260
$ 141,570
$ 75,793
$ 237,527
Capital expenditures-other $ 4,571
$ 5,617
$ 3,195
$ 2,668
$ 906

For the Year Ended December 31,
2018 2017 2016 2015 2014
Selected Operating Data
Timber Sales Volume (tons) ⁽⁵⁾

Pulpwood 1,356,128
1,424,017
1,360,437
1,131,475
885,980
Sawtimber ⁽⁴⁾
816,717
927,191
867,055
708,764
479,460
Total 2,172,845
2,351,208
2,227,492
1,840,239
1,365,440

Delivered % as of total volume 80 % 74 % 64 % 60 % 70 %
Stumpage % as of total volume 20 % 26 % 36 % 40 % 30 %

Net Timber Sales Price ($ per ton) ⁽⁵⁾

Pulpwood $ 14
$ 13
$ 14
$ 13
$ 13
Sawtimber ⁽⁴⁾
$ 24
$ 24
$ 24
$ 26
$ 24

Timberland Sales
Gross sales ('000) $ 17,520
$ 14,768
$ 12,515
$ 11,845
$ 10,650
Basis of timberland sold $ 12,380
$ 9,890
$ 9,728
$ 8,886
$ 5,072
Acres sold 8,500
7,700
7,300
6,400
3,800
% of fee acres 1.8%
1.7 % 1.7 % 1.7 % 1.4 %
Price per acre $ 2,064
$ 1,924
$ 1,718
$ 1,849
$ 2,832

Large Dispositions
Gross sales ('000) $ 79,301
$ —
$ —
$ —
$ —
Basis of timberland sold $ 79,524
$ —
$ —
$ —
$ —
Acres sold 56,100
—
—
—
—
Price per acre ⁽⁶⁾
$ 1,414
$ —
$ —
$ —
$ —

Direct Timberland Acquisitions
Gross acquisitions $ 89,700
$ 71,648
$ 141,013
$ 73,305
$ 235,158
Acres acquired 18,100
30,600
81,900
42,900
121,600
Price per acre ($/acre) $ 4,956
$ 2,341
$ 1,721
$ 1,709
$ 1,934

Joint Venture Timberland Acquisitions ⁽¹⁾

Gross acquisitions $ 1,389,500
$ 20,000
$ —
$ —
$ —
Acres acquired 1,099,800
11,031
—
—
—
Price per acre ($/acre) $ 1,263
$ 1,813
$ —
$ —
$ —


⁽¹⁾	Represents properties owned by Dawsonville Bluffs, LLC, a joint venture in which CatchMark owns a 50% membership interest, and Triple T Joint Venture in which CatchMark owns a 21.6% equity interest. CatchMark serves as the manager for both of these joint ventures.


⁽²⁾	~~See~~ ~~Item 7 —Management’s Discussion and Analysis of Financial Condition and Results of Operations —Adjusted EBITDA~~ ~~for the definition and information regarding why we present Adjusted EBITDA and for a reconciliation of this non-GAAP financial measure from net income (loss).~~


⁽³⁾	~~Includes transaction costs.~~


⁽⁴⁾	~~Includes chip-n-saw and sawtimber.~~


⁽⁵⁾	Excludes approximately 2,000 tons harvested from the Bandon Property, which generated timber sales revenue of $0.1 million. The Bandon Property was acquired at the end of August 2018. Harvest volume and timber sales revenue from the Bandon Property for as of December 31, 2018 accounted for less than 1% of our consolidated total harvest volume and total timber sales revenue.


⁽⁶⁾	~~Excludes value of timber reservations.~~


~~ITEM 7.~~	~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

The following discussion and analysis should be read in conjunction with ~~the Selected Financial Data in~~ ~~Item 6 – Selected Financial Data~~ ~~above and~~ our accompanying consolidated financial statements and notes thereto in Item 8 –— Financial Statement and Supplementary Data. See also “Cautionary Note Regarding Forward-Looking ~~Statements”~~Statements” preceding Part I.

Overview

We continued to execute our ~~business growth~~ strategy ~~during 2018. Operationally,~~of owning and operating prime timberlands located in leading mill markets and optimizing harvest operations through delivered wood sales and opportunistic stumpage sales in 2021. During the year, we ~~focused on~~achieved our operating performance targets and further improved our capital position and leverage profile, all while making significant progress in furthering our long-term strategic objectives. Our fiber supply agreements, delivered wood model and opportunistic stumpage sales were primary performance drivers, generating stable and predictable cash flows that, combined with revenues from ~~sustainable harvests and improved harvest mix on high-quality industrial timberlands,~~ opportunistic land sales ~~as well as active investment~~and asset management ~~to provide~~fees, covered recurring dividends to our stockholders. We continued to ~~practice intensive forest management~~actively manage our timberlands to achieve an optimum balance among biological timber growth, current harvest cash flow, and ~~silvicultural techniques that increase~~responsible environmental stewardship. In addition, we achieved several significant milestones during 2021 furthering our long-term strategic objectives, including refocusing our operations on direct ownership of prime timberlands in the ~~biological growth~~U.S. South, where we are working to expand our presence in our superior mill markets.

Harvest Operations Highlights

We generated consistent year-over-year timber sales revenue due to increased timber sales pricing in both the U.S. South and the Pacific Northwest despite a 12% harvest volume reduction compared to the prior year. Demand for pulp-related products remained strong and increased housing starts and robust repair and remodeling activity further bolstered demand for sawtimber products. We actively managed our log merchandising efforts together with delivered and stumpage sales to achieve the highest available price for our timber products. Our realized stumpage prices continued to hold significant premiums over U.S. South-wide averages as a result of the strong micro-markets where we have selectively assembled our prime timberlands portfolio. Our harvest volumes from the U.S. South, after taking into consideration current year timberland sales and capital recycling dispositions, continue to reflect consistent productivity on a per-acre basis.

Real Estate Highlights

We continuously assess potential alternative uses of our ~~forest.~~timberlands, as some of our properties may be more valuable for development, conservation, recreational or other purposes than for growing timber. We sold 7,500 acres of timberland for $14.1 million, or $1,867 per acre under our retail land sales program. 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, higher mix of hardwood inventory, sub-optimal productivity characteristics, geographical procurement and operating areas, and timber reservation opportunities.

Table of Contents

~~Joint Venture, Acquisition,~~

We executed two large dispositions under our capital recycling program in 2021. Under the capital recycling program, we sell blocks of timberland properties 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 common stock. During 2021, we sold 5,000 acres of fee timberlands in Georgia for $7.5 million and ~~Large~~recognized a gain of $0.8 million. In the Pacific Northwest, we completed the large disposition of 18,100 acres of prime Oregon timberlands, the Bandon Disposition, ~~Activities~~

~~In July~~for $100.0 million, or $5,536 per acre. The Bandon property was purchased in August 2018 for $88.8 million, or $4,916 per acre, and we recognized a gain of $23.4 million upon the sale. We paid down $102.7 million of our outstanding debt with net proceeds from these large dispositions. Since the launch of the capital recycling program in 2018, we ~~entered into~~have completed the sale of 110,500 acres of timberland under the program, including 92,400 acres in the U.S. South and 18,100 acres in the Pacific Northwest, for a total of $233.5 million. We recognized $33.1 million of gains from these large dispositions and used the net proceeds to pay down $222.7 million of our outstanding debt. Through the capital recycling program, we strengthened our balance sheet, improved our leverage profile, and positioned ourselves for future growth. We currently have no plans to complete additional large dispositions under our capital recycling program.

Following the Bandon Disposition, we have further focused our ownership and operations on the nation’s premier wood basket, the U.S. South, where we seek to expand our presence in superior mill markets where we already have strong local relationships, to strengthen our harvest EBITDA while maintaining stable merchantable inventory per acre. Our strategic investment opportunities include direct acquisition of high-quality industrial timberland properties, with a target average transaction size ranging from $5 million to $50 million, and the development of new revenue-generating environmental initiatives such as carbon sequestration, wetlands mitigation banking, solar projects, and other important environmental initiatives.

Investment Management Highlights

On October 14, 2021, we exited the Triple T Joint Venture ~~with a consortium~~through the redemption of ~~institutional investors. We invested $200.0~~our common equity interests in exchange for $35.0 million in cash. In conjunction with the Triple T Exit, the amended and restated asset management agreement between the Triple T Joint Venture ~~equal to 21.6% of the total equity contributions,~~and us was terminated and replaced by a transition services agreement, effective retroactively from September 1, 2021 through March 31, 2022, under which we would provide transition services in exchange for a ~~common limited partnership interest in~~service fee of $5.0 million. We paid down $40.0 million of our outstanding debt using the ~~Triple T Joint Venture, which owns 1.1 million acres of East Texas industrial timberlands.~~redemption proceeds and the transition services fee payment. The Triple T Exit was an important step in simplifying our business and positioning us for future growth.

After liquidating its timberland holdings in 2019, the Dawsonville Bluffs Joint Venture ~~partnership agreement provides for liquidation rights~~continues to generate revenue and ~~distribution priorities that are significantly different~~net income from ~~our stated ownership percentage based on total equity contributions. As such, we use~~ the ~~hypothetical-liquidation-at-book-value method, or HLBV, to determine our equity in the earnings~~sale of ~~the Triple T Joint Venture.~~mitigation bank credits. For the year ended December 31, ~~2018,~~2021, we recognized ~~$109.6~~$0.7 million of ~~losses~~income from the Dawsonville Bluffs Joint Venture and received $0.8 million of cash distributions in addition to earning $0.3 million in asset management fees. Since we formed the Dawsonville Bluffs Joint Venture with MPERS in 2017, we have earned $1.5 million in asset management fees and received cash distributions of $14.9 million, including a return of our $10.5 million investment. As of December 31, 2021, the Dawsonville Bluffs Joint Venture had two mitigation banks with an aggregate book basis of $2.0 million.

Capital Activity Highlights

Our active debt and interest rate management strategy provides us with attractive borrowing costs and staggered maturities. During 2021, we paid down our outstanding debt by $142.7 million with net proceeds from large dispositions and the Triple T ~~Joint Venture under~~Exit, including the ~~HLBV method of accounting. We earned $5.5 million of asset management fees from the Triple T Joint Venture for the year ended December 31, 2018. See~~ ~~Note~~transition services fee. On August 4, ~~— Unconsolidated Joint Ventures~~ ~~to our accompanying consolidated financial statements for further details.~~

~~In August 2018,~~ 2021 and October 14, 2021, we acquired approximately 18,100 acres of high-quality timberlands in the Pacific Northwest (the "Bandon Property") for $89.7 million, exclusive of transaction costs. The acquisition of the Bandon Property established our first position in the Pacific Northwest, increased our geographic and market diversity and provides additional harvest options. The Bandon Property is strategically situated within the Douglas fir/western hemlock zone and offer the high-quality stocking characteristics and sustainability attributes that we seek in property acquisitions. It added approximately 615,600 tons to our merchantable timber inventory, comprised of 90% conifer plantations by acreage and 83% sawtimber by tons. More than 90% of the average five-year harvest volume from the Pacific Northwest is expected to be derived from sawtimber. We expect a higher percentage of stumpage sales versus delivered sales from the Bandon Property as compared to our U.S. South properties, especially in the near term.

In November 2018, we completed the sale of approximately 56,100 acres of our wholly-owned timberlands located in Texas and Louisiana (the "Southwest Property") for approximately $79.3 million. The net proceeds received from the Southwest Property disposition were used to pay down $79.0 million of our outstanding debt previously used to fund the acquisition of the Bandon Property.

~~Capital Activities~~

In March 2018, we issued 5.75 million shares of common stock at a price of $12.60 per share in a public offering (the "2018 Equity Offering"). After deducting $3.5 million in underwriting commissions and fees and other issuance costs, we received net proceeds of $69.0 million.

In August 2018, we and our lenders entered into the 2018 Amended Credit Agreement, which expanded the total borrowing capacity by $75.0 million to $643.6 million, added a new $140.0 million seven-year term loan (the “Term A-4 Loan”) to replace existing debt, and reduced the capacity under the seven-year multi-draw term credit facility from $265.0 million to $200.0 million. See ~~Note 5 — Notes Payable and Lines of Credit~~ ~~to our accompanying financial statements for further details on~~amended our credit agreement ~~amendment.~~extending our weighted-average life of debt to further ensure that we continue to have ample liquidity for growth initiatives and other capital allocation priorities. See Liquidity and Capital Resources — Amendment to Amended Credit Agreement below for additional information about the amendments.

During 2018, we entered into five separate interest rate swaps with Rabobank with a total notional amount of $200.0 million to mitigate exposure to changing interest rates on our variable rate debts. As of December 31, 2018, we effectively fixed interest rates on $350.0 million of our $478.6 million outstanding debt balance at 4.26%. See ~~Note 6 — Interest Rate Swaps~~ ~~to our accompanying financial statements footnotes for further details on our interest rate swaps.~~

During ~~2018,~~2021, we paid ~~$25.6~~$23.3 million of dividends to our stockholders and ~~repurchased $1.0 million of shares~~made no repurchase of common stock under our ~~share purchase program.~~SRP.

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

Table of Contents

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. General and administrative expenses, along with other expense and income items, are not allocated among segments. For additional information, see Segment EBITDA section and Note 15 -— Segment Information to our accompanying consolidated financial statements.

~~Timber Agreements~~

A substantial portion of our timber sales is derived from the Mahrt Timber Agreements under which we sell specified amounts of timber to WestRock subject to market pricing adjustments. During the year ended December 31, 2018, WestRock purchased approximately 479,000 tons under the Mahrt Timber Agreements, which exceeded the minimum requirement of 408,000 tons. For each of the years ended December 31, 2018, 2017 and 2016, approximately 17% of our net timber sales revenue was derived from 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.~~

In connection with the Carolinas Midlands III transaction that closed in June 2016, we assumed the Carolinas Supply Agreement which requires us to harvest and sell agreed-upon pulpwood volumes to IP, and IP is required to purchase such volume at defined market prices. During the year ended December 31, 2018, we sold approximately 145,000 tons under the Carolinas Supply Agreement, which exceeded the 137,000 tons requirement. For the year ended December 31, 2018, approximately 5% of our net timber sales revenue was derived from the Carolinas Supply Agreement.

General Economic Conditions and Timber Market Factors Impacting Our Business

Our operating results are influenced by a variety of factors, including timber prices; the demand for pulp and paper products, lumber, panel, and other wood-related products; the supply of timber; competition; and ~~competition.~~the cost of logging and hauling our timber to our customers. Timber prices can experience significant variations and have been historically volatile. 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, 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 U.S. economy continued to improve in 2018, finishing the tenth year of expansion.~~ According to an advance estimate released by the ~~U.S.~~ Bureau of Economic Analysis, ~~the~~ real gross domestic product (“GDP”) increased ~~2.9%~~at an annual rate of 6.9% in ~~2018, up from~~the fourth quarter of 2021, following an increase of 2.3% in the third quarter. The acceleration in the fourth quarter was led by an upturn in exports as well as accelerations in inventory investment and consumer spending. For full-year 2021, real GDP increased by 5.7%, in contrast to a ~~2.2%~~decrease of 3.4% in ~~2017. Housing supply lagged~~2020. The increase reflected increases in ~~2018. In December 2018, the U.S. Census Bureau estimated privately-owned~~all major subcomponents, including housing investment. The housing market further strengthened in 2021 with total housing starts ~~to be 1.1 million for 2018, 10.9% below the 2017 level as~~ estimated in December 2017. The supply of existing homes continued to tighten in 2018 and stayed below the long-term equilibrium level. Demand for housing is expected to increase over the next few years due to stronger economic growth, pent-up demand, and improved demographics. According to the Joint Center for Housing Studies of Harvard University, the total baseline demand for new housing in 2018-2028 is projected to be 15.1 million additional units, averaging 1.5at 1.7 million units, ~~per year, well exceeding the current level of housing starts.~~

up 17.2% from 2020. We ~~believe~~anticipate that the housing market will ~~show modest improvement~~continue to remain strong in ~~2019. Previously announced capital improvements~~2022, which we believe should lead to steady lumber demand and ~~expansions of mills in our regions are beginning to pay off with improved production levels and demand~~long-term higher pricing for ~~our products, however, the surplus log inventory in the southern market will likely not allow for significant improvement in the South-wide average sawtimber pricing.~~timber products. We expect our ~~2019 harvest volumes~~2022 timber sales volume to be ~~up slightly from 2018~~between 1.6 million to 1.8 million tons, reflecting consistent annual productivity on a per-acre basis.

Impact of COVID-19 On Our Business

COVID-19 has had a limited impact on our physical operations to date. During 2020 and 2021, we implemented procedures to support the health and safety of our ~~pulpwood~~employees and ~~sawtimber prices~~we are following all federal, state and local health department guidelines. The costs associated with these safety procedures were not material.

It is possible the COVID-19 pandemic, particularly considering the current and emerging variant strains of the virus, could impact our operations and the operations of our customers and contractors in the future as a result of quarantines, facility closures, illnesses, and travel and logistic restrictions. The extent to ~~remain steady or improve modestly.~~which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the resumption of high levels of infection and hospitalizations, the resulting impact on our customers, contractors and vendors, remedial actions and stimulus measures adopted by federal, state and local governments, and the extent to which normal economic and operating conditions are impacted. Given the ongoing and dynamic nature of the circumstances, it is not possible to predict the future impact of the COVID-19 pandemic on our business. We ~~will continue~~believe we are well positioned to ~~build on market~~weather additional economic turmoil as a result of our deleveraging initiatives and ~~business diversity and leverage our relationships in key markets to garner additional quota and delivery opportunities.~~other balance sheet strengthening undertaken over the last three years.

Liquidity and Capital Resources

Overview

Cash flows generated from our operations are primarily used to fund recurring expenditures and distributions to our stockholders. The amount of distributions to common stockholders is ~~determined~~authorized by our board of directors and is dependent upon a number of factors, including funds deemed available for distribution based principally on our current and future projected operating cash flows, less capital requirements necessary to maintain our existing timberland portfolio. In determining the amount of distributions to common stockholders, we also consider our financial condition, our expectations of future sources of liquidity, current and future economic conditions, market demand for timber and timberlands, and tax considerations, including the annual distribution requirements necessary to maintain our status as a REIT under the Code.

In determining how to allocate cash resources in the future, we will initially consider the source of the cash. We anticipate using a portion of cash generated from operations, after payments of periodic operating expenses and interest expense, to fund certain capital expenditures required for our ~~existing~~ timberlands. Any remaining cash generated from operations may be used to pay distributions to stockholders and partially fund timberland ~~acquisitions and pay distributions to stockholders.~~acquisitions. Therefore, to the extent that cash flows from operations are lower, timberland acquisitions and stockholder distributions are anticipated to be lower as well. Capital expenditures, including new timberland acquisitions, are generally funded with cash flow from operations or existing debt availability; however, proceeds from future debt financings, and equity and debt offerings may be used to fund capital expenditures, acquire new timberland properties, invest in joint ventures, and pay down existing and future borrowings. From time to time, we ~~may~~have also ~~sell~~sold certain large timberland properties

in order to generate capital to fund capital allocation priorities, including but not limited to redeployment into more desirable timberland investments, pay down of outstanding debt or repurchase of shares of our common stock. Such

large dispositions ~~are~~have typically been larger in size and more infrequent than sales under our normal land sales program.

Shelf Registration Statement and Equity Offering

On ~~June 2, 2017,~~February 28, 2020, we filed a shelf registration statement on Form S-3 (File No. 333-236793) with the SEC, which was declared effective ~~by the SEC~~ on ~~June 16, 2017 (the "Shelf Registration Statement"). The Shelf Registration Statement~~May 7, 2020. Our shelf registration statement provides us 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.

~~In March 2018,~~ On May 7, 2020, we 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 our 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 Shelf Registration Statement,~~our shelf registration statement. As of December 31, 2021, we ~~issued 5.75 million~~have not sold any shares of common stock atunder the distribution agreement.

Credit Facilities

On August 4, 2021, we entered into an amendment to the Amended Credit Agreement that, among other things: (1) consented to our prepayment of the outstanding balance on the Multi-Draw Term Facility and Term Loan A-3 with the proceeds from the Bandon Disposition and permitted us to retain up to $5.0 million of such remaining proceeds for working capital purposes; (2) permits us, for a ~~price~~period of ~~$12.60 per share~~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 ~~2018 Equity Offering. After deducting $3.5 million in underwriting commissions~~amendment, with the same pricing and ~~fees~~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. On October 14, 2021, we further amended the Amended Credit Agreement to, among other ~~issuance costs, we received~~things, (1) consent to the Triple T Exit and (2) permit us to retain the net proceeds from higher-and-better use timberland sales until they exceed 3% of ~~$69.0 million from this offering that we used to pay down~~the aggregate value of the timberlands before any repayment of the outstanding debt ~~to support our ability to pursue potential acquisitions and joint venture investments.~~is required.

The table below presents the details of each credit facility under the Amended Credit Agreement ~~Amendment~~

~~We are party to a credit agreement dated~~ as of December ~~1, 2017, as amended~~31, 2021:


(dollars in thousands)
Facility Name	Maturity Date	Interest Rate (1)	Unused Commitment Fee (1)	Total Capacity		Outstanding Balance		Remaining Capacity
Term Loan A-1	12/23/2024	LIBOR + 1.75%	N/A	$	84,706	$	84,706	$	—
Term Loan A-2	12/1/2026	LIBOR + 1.90%	N/A	89,706		89,706		—
Term Loan A-3 (2)	12/1/2027	LIBOR + 2.00%	0.20%	68,619		—		68,619
Term Loan A-4	8/22/2025	LIBOR + 1.70%	N/A	125,588		125,588		—
Multi-Draw Term Facility	12/1/2024	LIBOR + 1.90%	0.20%	150,000		—		150,000
Revolving Credit Facility	8/4/2026	LIBOR + 1.90%	0.20%	35,000		—		35,000
Total				$	553,619	$	300,000	$	253,619

(1)The applicable LIBOR margin on the Revolving Credit Facility and the Multi-Draw Term Facility ranges from a base rate plus between 0.50% to 1.20% or a LIBOR rate plus 1.50% to 2.20%, depending on the LTV ratio. The unused commitment fee rates also depend on the LTV ratio.

(2)Term Loan A-3 has an 18-month revolver feature from August ~~22, 2018 (the "2018 Amended Credit Agreement") with a syndicate of lenders, including CoBank. The 2018 Amended Credit Agreement expanded~~4, 2021, the total borrowing capacity by $75.0 million to $643.6 million, added a new $140.0 million seven-year term loan to replace existing debt, and reduced the capacity under the seven-year multi-draw term credit facility from $265.0 million to $200.0 million. As a result, the 2018 Amended Credit Agreement provides for borrowings consistingeffective date of the ~~following:~~August 2021 amendment, through February 4, 2023.

~~a continuation of $35.0 million five-year revolving credit facility (the “Revolving Credit Facility”);~~

~~a reduced $200.0 million seven-year multi-draw term credit facility (the “Multi-Draw Term Facility”);~~

~~a continuation of $100.0 million ten-year term loan (the “Term Loan A-1”);~~

~~a continuation of $100.0 million nine-year term loan (the “Term Loan A-2”);~~

~~a continuation of $68.6 million ten-year term loan (the “Term Loan A-3”); and~~

~~a new $140.0 million seven-year term loan (the "Term Loan A-4").~~

Borrowings under the Multi-Draw Term Facility, which is interest only until its maturity date, may be used to finance timberland acquisitions and associated expenses, to fund investment in joint ventures, to fund the repurchase of our common stock, and to reimburse payments of drafts under letters of credit. The revolver feature of Term Loan A-3 may be used solely to finance timberland acquisitions and associated expenses. 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 our LTV ratio, and will terminate with all amounts outstanding under the facility due and payable on December 1, 2022.

The Multi-Draw Term Facility may be used to finance timberland acquisitions and associated expenses, to fund investment in joint ventures, and to reimburse payments of drafts under letters of credit. The Multi-Draw Term Facility, which is interest only until its maturity date, will bear 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 our LTV ratio, and will terminate with all amounts outstanding under the facility due and payable on December 1, 2024.

~~The table below presents the details of each credit facility under the 2018 Amended Credit Agreement as of December 31, 2018:~~

(dollars in thousands)
Facility Name Maturity Date
Interest Rate ⁽¹⁾

Unused Commitment Fee ⁽¹⁾
Total Availability Outstanding Balance Remaining Availability
Revolving Credit Facility 12/1/2022 LIBOR + 2.20% 0.35% $ 35,000
$ —
$ 35,000
Multi-Draw Term Facility 12/1/2024 LIBOR + 2.20% 0.35% 200,000
70,000
$ 130,000
Term Loan A-1 12/23/2024 LIBOR + 1.75% N/A 100,000
100,000
—
Term Loan A-2 12/1/2026 LIBOR + 1.90% N/A 100,000
100,000
—
Term Loan A-3 12/1/2027 LIBOR + 2.00% N/A 68,619
68,619
—
Term Loan A-4 8/22/2025 LIBOR + 1.70% N/A $ 140,000
$ 140,000

Total $ 643,619
$ 478,619
$ 165,000


⁽¹⁾	The applicable LIBOR margin on the Revolving Credit Facility and the Multi-Draw Term Facility ranges from a base rate plus between 0.50% and 1.20% or a LIBOR rate plus 1.50% to 2.20%, depending on the LTV ratio. The unused committee fee rates also depend on the LTV ratio.

Patronage ~~Refunds~~Dividends

We are eligible to receive annual patronage ~~refunds~~dividends from our lenders (the "Patronage Banks") under the ~~2018~~ Amended Credit Agreement. The annual patronage ~~refund~~dividend depends on the weighted-average patronage-eligible debt balance with each participating lender ~~(the "Patronage Banks"),~~during the respective fiscal year, as calculated by CoBank, ~~for the respective fiscal year under the eligible patronage loans,~~ as well as the financial performance of the Patronage Banks.

In each of March ~~2018,~~2021 and 2020, we received a patronage ~~refund~~dividends of ~~$2.7~~$4.1 million on our ~~borrowings under the~~patronage eligible ~~patronage loans that were outstanding during 2017.~~borrowings. Of the total ~~amount~~patronage dividends received in March 2021, $3.9 million was standard patronage dividends and $0.2 million was special patronage dividends. 75% of the standard patronage dividends was received in cash and the remaining 25% was received in equity inof the Patronage Banks. All of the special patronage dividend was received in cash. The equity component of the patronage ~~refund~~dividend is redeemable for cash only at the discretion of the Patronage Banks' ~~board~~boards of directors. As of December 31, ~~2018,~~2021, we have accrued ~~$3.3~~$3.4 million of patronage ~~refund~~dividends receivable for ~~2018,~~2021, approximately 75% of which is expected to be received in cash in March ~~2019.~~2022.

~~Interest Rate Swaps~~

Debt Covenants

The ~~2018~~ Amended Credit Agreement contains, among others, the following financial covenants which:

•limit the LTV Ratio to ~~(i)~~no greater than 50% at any ~~time prior to the last day~~time;

•require maintenance of ~~the fiscal quarter corresponding to December 1, 2021, and (ii) 45% at any time thereafter;~~

~~require that we maintain~~ a FCCR of not less than 1.05:1:~~00;~~

~~require maintenance of a minimum liquidity balance of no less than $25.0 million~~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.

We were in compliance with the financial covenants of the ~~2018~~ Amended Credit Agreement as of December 31, ~~2018.~~2021.

Interest Rate Swaps

We enter into interest rate swaps to mitigate our exposure to changing interest rates on our variable-rate debt. As of December 31, 2021, we effectively fixed interest rates on $275.0 million of our $300.0 million variable-rate debt at 3.95%, inclusive of applicable spread but before considering patronage dividends. See Note 6 — Interest Rate Swaps to our accompanying consolidated financial statements for further details on our interest rate swaps.

Share Repurchase Program

On August 7, 2015, our board of directors approved a share repurchase program for up to $30.0 million of our common stock at management's discretion (the "SRP"). The program has no set duration and the ~~board~~Board may discontinue or suspend the program at any time. During the year ended December 31, ~~2018,~~2021, we ~~repurchased 98,459 shares~~did not make any repurchases of our common stock ~~at an average price of $10.16 per share for a total of approximately $1.0 million~~ under the SRP. ~~All common stock purchases under the SRP were made in open-market transactions and were funded with cash on-hand.~~ As of December 31, ~~2018,~~2021, we had ~~49.1~~48.9 million shares of common stock outstanding and may repurchase up to an additional ~~$18.7~~$13.7 million in shares under the SRP. We can borrow up to ~~$30.0~~$30.0 million under the Multi-Draw Term Facility to repurchase our common stock. ~~Management believes that opportunistic repurchases of our common stock are a prudent use of capital resources.~~

Short-Term Liquidity and Capital Resources

For the year ended December 31, ~~2018,~~2021, net cash provided by operating activities was ~~$29.8~~$47.2 million, a ~~$2.4~~$6.7 million increase from the year ended December 31, ~~2017.~~2020. Cash provided by operating activities consisted primarily of ~~receipts~~proceeds from ~~customers for~~ timber ~~and~~sales, timberland sales and asset management fees, ~~and distributions from the Dawsonville Bluffs Joint Venture,~~ reduced by payments for operating costs, general and administrative expenses, and interest expense. The increase in net cash provided by operating

activities was primarily due to ~~receiving $2.7~~a $3.7 million increase in ~~asset management fees from~~working capital change due to timing of receipts and payments, including the receipt of the transition services fee in connection with the Triple T ~~Joint Venture during 2018, $3.8~~Exit, a $3.3 million ofdecrease in cash paid for interest expense, a $1.7 million decrease in cash paid for general and administrative expenses, and a $0.4 million increase in operating distributions received from the Dawsonville Bluffs Joint Venture, ~~and a $2.2 million increase in net timberland sales,~~ offset by a ~~$4.0 million increase in cash paid for interest (on variable rate debt as well as on the interest rate swaps) and a $1.7~~$1.4 million decrease in net ~~timber sales.~~proceeds from timberland sales and a $0.7 million decrease in asset management fees.

For the year ended December 31, ~~2018,~~2021, net cash ~~used in~~provided by investing activities was ~~$212.5~~$137.0 million, ~~which was $144.1~~$126.2 million ~~more~~higher than the year ended December 31, ~~2017.~~2020. We ~~made a $200.0~~received $85.9 million ~~equity investment~~more in gross proceeds from large dispositions and received $35.0 million of redemption proceeds from the Triple T ~~Joint Venture~~Exit, offset by a $0.6 million increase in ~~July 2018~~capital expenditures and ~~received $4.7~~a $0.3 million ~~of return of capital~~decrease in return-of-capital distributions from the Dawsonville Bluffs Joint Venture during the year ended December 31, 2018, a net $195.3 million increase in joint venture investments when compared to the prior year. We used $91.8 million in 2018 to acquire 18,100 acres in Pacific Northwest, as compared to using $52.3 million to acquire 15,000 acres in Coastal Georgia and 4,600 acres in South Carolina in 2017, a net increase of $39.6 million deployed in timberland acquisitions. We received $79.1 million in gross proceeds from the Southwest Property disposition, a large disposition not part of our recurring land sales program.Venture.

Net cash ~~provided by~~used in financing activities for the year ended December 31, ~~2018~~2021 was ~~$180.5~~$173.1 million ~~which was $140.8~~as compared to $50.8 million ~~more than~~for the year ended December 31, ~~2017.~~2020. We ~~borrowed $289.0~~paid down $142.7 million ~~to fund~~of our outstanding debt balance with net proceeds received from large dispositions and the Triple T Joint Venture investment and the Bandon Property acquisition. Additionally, we received $72.5 million of gross proceeds from the 2018 Equity Offering. After deducting $3.5 million in underwriting commissions and fees and other issuance costs, the net proceeds of $69.0 million from the 2018 Equity Offering along with $79.0 million in net proceeds from the Southwest disposition were used to pay down outstanding debt. During the year, weExit during 2021. We paid cash distributions of ~~$25.6~~$23.3 million to our stockholders, ~~fully~~ funded byfrom net cash provided by operating activities. We ~~repurchased $1.3~~paid $5.8 million in interest expense pursuant to the terms of ~~vested shares from employees and independent directors related~~our interest rate swaps, used $0.6 million to ~~their income tax liabilities associated with vested restricted stock and repurchased $1.0 million in~~repurchase shares of our common stock ~~under the SRP.~~for tax withholding purposes, and paid $0.4 million in financing costs in connection with our credit agreement amendments in August and October 2021.

We believe that we have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on-hand, and borrowing capacity, necessary to meet our current and future obligations that become due over the next 12 months. As of December 31, ~~2018,~~2021, we had a cash balance of ~~$5.6~~$23.0 million and had ~~access to $165.0~~$253.6 million of additional borrowing capacity under the ~~2018~~ Amended Credit Agreement.

Long-Term Liquidity and Capital Resources

Over the ~~long-term,~~long term, we expect our primary sources of capital to include net cash ~~flows~~flow from operations, including proceeds from timber sales, timberland sales, ~~and~~ asset management ~~fees;~~fees, and distributions from unconsolidated joint ~~venture;~~ventures, and from other capital raising activities, including proceeds from secured or unsecured financings from banks and other lenders; ~~and~~ public offerings of equity or debt ~~securities.~~securities; and, potentially, large dispositions. Our principal demands for capital include operating expenses, including operating lease obligations, interest expense on any outstanding indebtedness, repayment of debt, timberland acquisitions, certain other capital expenditures, and stockholder distributions.

~~Contractual Obligations and Commitments~~

~~As of December 31, 2018, our contractual obligations were as follows:~~

(in thousands)

Payments Due by Period
Contractual Obligations Total 2019 2020-2021 2022-2023 Thereafter
Debt obligations ^{(1) (2)}
$ 478,619
$ —
$ —
$ —
$ 478,619
Estimated interest on debt obligations^{(1) (2)}
143,020
20,637
41,297
40,998
40,088
Operating lease obligations 6,186
823
1,731
1,312
2,320
Other liabilities⁽³⁾
548
140
280
128
—
Total $ 628,373
$ 21,600
$ 43,308
$ 42,438
$ 521,027

⁽¹⁾

Represents respective obligations under our 2018 Amended Credit Agreement as of December 31, 2018, of which $408.6 million was outstanding under the term loans and $70.0 million was outstanding under the Multi-Draw Term Facility (see ~~Item 7 — Management's Discussion and Analysis of financial Condition and Results of Operations — Liquidity and Capital Resources — Credit Agreement Amendment~~ ~~above).~~


⁽²⁾	~~Amounts include the impact of interest rate swaps. See~~ ~~Note 6 — Interest Rate Swaps~~ ~~to our accompanying consolidated financial statements for additional information.~~


⁽³⁾	~~Represents future payments to satisfy a liability that expires in May 2022 which was assumed upon a timberland acquisition.~~

Distributions

Our board of directors ~~declares~~has authorized cash distributions quarterly. The amount of future distributions that we may pay ~~to our common stockholders~~ will be determined by our board of directors ~~(as~~as described in the Overview section ~~above).~~above. For the year ended December 31, ~~2018, our board of directors~~2021, we declared the following distributions:

Declaration Date

Record Date

Payment Date

Distribution Per Share

February 11, 2021

February 26, 2021

March 15, ~~2018~~2021

~~February 28, 2018~~

~~March 16, 2018~~

$0.135

May ~~3, 2018~~6, 2021

May ~~31, 2018~~28, 2021

June 15, ~~2018~~2021

$0.135

August ~~2, 2018~~5, 2021

August ~~30, 2018~~31, 2021

September ~~14, 2018~~15, 2021

$0.135

~~November 1, 2018~~October 15, 2021

November 30, ~~2018~~2021

December ~~13, 2018~~15, 2021

$~~0.135~~0.075

For the year ended ~~2018,~~2021, we paid total distributions ~~to stockholders~~ of ~~$25.6 million, which was fully~~$23.3 million. The distributions were funded from net cash provided by operating activities.

On February ~~14, 2019, our board of directors~~10, 2022, we declared a cash distribution of ~~$0.135~~$0.075 per share offor our common ~~stock for~~ stockholders of record on February 28, ~~2019,~~2022, payable on March 15, ~~2019.~~2022.

Results of Operations

Overview

For the ~~year~~years ended December 31, ~~2018,~~2021 and 2020, we generated total revenues of ~~$97.9~~$102.2 million ~~a 7% increase from $91.3~~and $104.3 million, respectively. We generated net income of $58.4 million in 2021 compared to a net loss of $17.5 million in 2020, primarily as a result of recognizing a gain of $35.0 million from the ~~prior year.~~Triple T Exit and a gain of $23.4 million from the Bandon Disposition. We generated Adjusted EBITDA of $49.4 million on the strength of our delivered wood sales model, opportunistic stumpage sales and highly profitable retail timberland sales. Our results of operations are materially impacted by the fluctuating nature of timber prices, changes in the levels and mix of our harvest volumes and associated depletion expense, changes to associated depletion rates, the level of timberland sales, management fees earned, ~~changes to associated depletion rates,~~large dispositions, varying interest expense based on the amount and cost of outstanding borrowings, and performance of our unconsolidated joint ventures.

~~Timber sales volumes, net timber sales prices, timberland sales, and changes in the levels and composition~~Selected operational results for each of the years ended December 31, ~~2018~~, ~~2017~~,2021 and ~~2016~~2020 are shown in the following ~~tables:~~table (dollar amounts in thousands, except for per-acre/per-ton amounts):


	Year Ended December 31,						Change
	2021			2020			%
Consolidated
Timber sales revenue	$	72,467		$	72,344		—	%
Timberland sales revenue	$	14,090		$	15,642		(10)	%
Asset management fees revenue	$	11,475		$	12,184		(6)	%

Timber sales volume (tons)
Pulpwood	1,150,050			1,335,449			(14)	%
Sawtimber (1)	896,521			985,914			(9)	%
	2,046,571			2,321,363			(12)	%

U.S. South
Timber sales revenue	$	63,442		$	60,798		4	%

Timber sales volume (tons)
Pulpwood	1,144,612			1,321,567			(13)	%
Sawtimber (1)	811,731			876,854			(7)	%
	1,956,343			2,198,421			(11)	%

Harvest Mix
Pulpwood	59		%	60		%
Sawtimber (1)	41		%	40		%
Delivered % as of total volume	70		%	62		%
Stumpage % as of total volume	30		%	38		%

Net timber sales price (per ton) (2)
Pulpwood	$	15		$	13		17	%
Sawtimber (1)	$	26		$	23		14	%

Timberland sales
Gross sales	$	14,090		$	15,642		(10)	%
Acres sold	7,500			9,300			(19)	%
% of fee acres	2.0		%	2.3		%
Price per acre (3)	$	1,867		$	1,689		11	%

Large Dispositions (4)

Years Ended December 31, Change
2018 2017 %
Timber sales volume (tons) ⁽¹⁾

Pulpwood 1,356,128
1,424,017
(5 )%
Sawtimber ⁽²⁾
816,717
927,191
(12 )%
2,172,845
2,351,208
(8 )%

Harvest Mix ⁽¹⁾

Pulpwood 62 % 61 %
Sawtimber ⁽²⁾
38 % 39 %

Delivered % as of total volume 80 % 74 %
Stumpage % as of total volume 20 % 26 %

Net timber sales price (per ton) ^{(1) (3)}

Pulpwood $ 14
$ 13
6 %
Sawtimber ⁽²⁾
$ 24
$ 24
— %

Timberland sales
Gross sales (000's) $ 17,520
$ 14,768

Sales volumes (acres) 8,500
7,700

% of fee acres 1.8 % 1.7 %
Sales price (per acre) ⁽⁴⁾
$ 2,064
$ 1,924

Large Dispositions
Gross sales (000's) $ 79,301
$ —

Sales volumes (acres) 56,100
$ —

Sales price (per acre) ⁽⁴⁾
$ 1,414
$ —


Gross sales	$	7,536		$	21,250		(65)	%
Acres sold	5,000			14,400			(65)	%
Price per acre (6)	$	1,522		$	1,474		3	%
Gain on large dispositions	$	759		$	1,274		(40)	%

Pacific Northwest
Timber sales revenue	$	9,025		$	11,546		(22)	%

Timber sales volume (tons)
Pulpwood	5,438			13,882			(61)	%
Sawtimber	84,790			109,060			(22)	%
	90,228			122,942			(27)	%
Harvest Mix
Pulpwood	6		%	11		%
Sawtimber	94		%	89		%
Delivered % as of total volume	100		%	97		%
Stumpage % as of total volume	—		%	3		%

Delivered timber sales price (per ton) (2) (5)
Pulpwood	$	31		$	29		7	%
Sawtimber	$	104		$	104		—	%

Large Dispositions (4)
Gross sales	$	100,000		$	—
Acres sold	18,100			—
Price per acre	$	5,536		$	—
Gain on large dispositions	$	23,449		$	—

⁽¹⁾

~~Excludes approximately 2,000 tons harvested from the Bandon Property, which generated timber sales revenue of $0.1 million. The Bandon Property was acquired at the end of August 2018. Harvest volume~~

(1)Includes chip-n-saw and sawtimber.

(2)Prices per ton are rounded to the nearest dollar.

(3)Excludes value of timber reservations, which retained 61,900 tons and 132,200 tons of merchantable inventory, respectively, with a sawtimber mix of 35% and 49%, respectively, for 2021 and 2020.

(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 are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. 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.

(5)Shown on a delivered basis which includes contract logging and hauling costs.

(6)Excludes value of timber reservations, which retained 56,300 tons of merchantable inventory, with a sawtimber mix of 55% for the year ended December 31, 2020.

We generated $72.5 million of timber sales revenue in 2021, substantially the same as in 2020, as a result of $2.6 million higher timber sales revenue from ~~the Bandon Property since acquisition accounted for less than 1% of our consolidated total harvest volume and total timber sales revenue.~~


⁽²⁾	~~Includes chip-n-saw and sawtimber.~~


⁽³⁾	Prices per ton are rounded to the nearest dollar and shown on a stumpage basis (i.e., net of contract logging and hauling costs) and, as such, the sum of these prices multiplied by the tons sold does not equal timber sales in the accompanying consolidated statements of operations for the years ended December 31, 2018, and ~~2017~~.


⁽⁴⁾	~~Excludes value of timber reservations.~~

Years Ended December 31, Change
2017 2016 %
Timber sales volume (tons)
Pulpwood 1,424,017
1,360,437
5 %
Sawtimber ⁽¹⁾
927,191
867,055
7 %
2,351,208
2,227,492
6 %

Harvest Mix
Pulpwood 61 % 61 %
Sawtimber ⁽¹⁾
39 % 39 %

Delivered % as of total volume 74%
64 %
Stumpage % as of total volume 26%
36 %

Net timber sales price (per ton) ⁽²⁾

Pulpwood $ 13
$ 14
(7 )%
Sawtimber ⁽¹⁾
$ 24
$ 24
— %

Timberland sales
Gross sales (000's) $ 14,768
$ 12,515

Sales volumes (acres) 7,700
7,300

% of fee acres 1.7 % 1.7 %
Sales price (per acre) ⁽³⁾
$ 1,924
$ 1,718


⁽¹⁾	~~Includes chip-n-saw and sawtimber.~~


⁽²⁾	Prices per ton are rounded to the nearest dollar and shown on a stumpage basis (i.e., net of contract logging and hauling costs) and, as such, the sum of these prices multiplied by the tons sold does not equal timber sales in the accompanying consolidated statements of operations for the years ended December 31, ~~2017~~ ~~and~~ ~~2016~~.


⁽³⁾	~~Excludes value of timber reservations.~~

~~Our harvest management plan for 2018 entailed tactically deferring some harvest to future periods when we expect a stronger pricing environment. As a result, our harvest volume in~~ the U.S. South, offset by $2.5 million lower timber sales revenue from the Pacific Northwest.

Our U.S. South timber sales revenue was 4% higher than 2020, despite a planned 11% decrease in harvest volume, as a result of strong pricing for ~~2018 was 8% lower as~~both pulpwood and sawtimber and a higher mix of delivered sales volume. Our harvest volumes from the U.S. South, after taking into consideration current year timberland sales and capital recycling dispositions, continued to reflect consistent productivity on a per-acre basis.

Our realized stumpage prices for pulpwood and sawtimber were 17% and 14% higher, respectively, compared to the prior year, ~~consistent~~trending with ~~our business plan.~~

increases in South-wide average prices as tracked by TimberMart-South. Our realized pulpwood and sawtimber stumpage prices ~~are higher than~~ held 52% and 38% premiums, respectively, over TimberMart-South

South-wide average as reported by TimberMart-South for 2018 due to the strength of the micro-markets in which we operate. Our average pulpwood stumpage price for full-year 2018 was 6% higher than 2017 mainly due to improved pricing in Georgia and Alabama, especially in the Coastal Georgia market, and increased volumes harvested from the Coastal Georgia region, where we have successfully integrated the 15,000 acres acquired in the fourth quarter of 2017 into our operations. Our average sawtimber stumpage price of $24 per ton was the same as the prior yearaverages as a result of ~~capturing higher product pricing, offset by a higher percentage of chip-n-saw volume~~operating in strong micro-markets where we selectively assembled our ~~sawtimber mix (55%~~prime timberlands portfolio.

We generated $9.0 million in 2018 as compared to 44% in 2017). Our micro markets offer better pricing in these products than the South-wide averages. For example, while the South-wide average pine sawtimber stumpage price remained below $24 per ton for the eighth consecutive quarter, our pine sawtimber pricing has been consistently above $24 per ton at a premium of up to 9% over the South-wide average. Our pine chip-n-saw stumpage price has consistently yielded a pricing premium of more than 20% over the South-wide average the last eight quarters.

~~Additionally, we have integrated~~timber sales revenue from the Bandon Property in the Pacific Northwest ~~into~~prior to its disposition in August 2021. As a result of this disposition, our ~~operations. We harvested approximately 2,000 tons from the Bandon Property, which generated~~ timber sales revenue, ~~of $0.1 million. More than 90% of the average five-year harvest volume~~contract logging and hauling costs, and depletion derived from the Pacific Northwest ~~is expected to be derived from sawtimber.~~

for the current year were all significantly lower than 2020. We ~~expect~~recognized a ~~higher percentage~~gain of ~~stumpage sales versus delivered sales~~$23.4 million from the Bandon ~~Property as compared~~Disposition.

In 2021, we sold 7,500 acres of timberland under our retail land sales program, which approximates 2.0% of our weighted average fee acres. We achieved an 11% higher per-acre price than 2020 despite a 19% lower stocking level due to ~~our U.S. South properties, especially~~strong market demand.

We earned $11.5 million in asset management fees during 2021, comprised of $11.2 million earned from the ~~near term.~~Triple T Joint Venture and $0.3 million earned from the Dawsonville Bluffs Joint Venture. Effective September 1, 2021, in conjunction with the Triple T Exit, we earned a monthly management fee of $0.7 million pursuant to the transition services agreement and will continue to do so until the agreement terminates on March 31, 2022.

Comparison of the year ended December 31, ~~2018~~2021versus the year ended December 31, ~~2017~~2020

Revenues. Revenues ~~increased to $97.9 million~~ for the year ended December 31, ~~2018 from $91.3~~2021 were $102.2 million, ~~for~~$2.1 million lower than the year ended December 31, ~~2017~~ ~~due to an increase~~2020 as a result of a $1.6 million decrease in ~~timberland~~timberlands sales ~~revenue of $2.8~~revenues and a $0.7 million ~~and an increase~~decrease in asset management ~~fees of $5.5 million, offset by a $1.9 million decrease in timber sales revenue.~~ fees. Timberland sales revenue ~~increased to $17.5 million~~decreased in ~~2018 from $14.8 million~~2021 as a result of selling fewer acres. Acres sold in ~~2017 as we sold more acres (within 1-2%~~the current year had an average merchantable timber stocking of 21 tons per acre, which was lower than our ~~annual land sales target)~~portfolio average of 41 tons per acre at ~~a higher average price per acre.~~the beginning of the year. Asset management fees ~~increased from $0.1 million~~decreased in ~~2017 to $5.6 million in 2018 primarily due to $5.5 million in asset management fees from~~connection with the Triple T Joint Venture, which closed on July 6, 2018. Gross timber sales revenue decreased by $1.9 million, or 3%, due to lower harvest volume offset by an increase in per-ton gross timber sales revenue. The lower harvest volume was primarily a result of management's plan to defer some harvest until a stronger pricing environment materializes in future periods. The increase in per-ton gross timber sales revenue resulted from capturing higher pulpwood pricing from strong micro-marketsExit in the ~~U.S. South and continuing to execute our delivered sales strategy. Delivered sales volume as percentage~~fourth quarter of total harvest increased from 74% in 2017 to 80% in 2018. Gross timber sales revenue from delivered sales includes logging and hauling costs that customers pay for deliveries. In future periods, we expect our delivered sales as a percentage of total harvest to be impacted by the Bandon Property in the Pacific Northwest due to its higher percentage of stumpage sales compared to our U.S. South properties.2021.

Details of timber sales by product for the years ended December 31, ~~2017~~2021 and ~~2018~~2020 are shown in the following table:


	For the Year Ended December 31, 2020		Changes attributable to:				For the Year Ended December 31, 2021
(in thousands)			Price/Mix		Volume
Timber sales (1)
Pulpwood	$	31,497	$	2,929	$	(1,603)	$	32,823
Sawtimber (2)	40,847		2,640		(3,843)		39,644
	$	72,344	$	5,569	$	(5,446)	$	72,467

For the Year Ended
December 31, 2017
Changes attributable to: For the Year Ended December 31, 2018
(in thousands) Price/Mix
Volume ⁽³⁾

Timber sales ⁽¹⁾

Pulpwood $ 37,432
$ 933
$ (56 ) $ 38,309
Sawtimber ⁽²⁾
33,921
381
(3,156 ) 31,146
$ 71,353
$ 1,314
$ (3,212 ) $ 69,455


⁽¹⁾	~~Timber sales are presented on a gross basis.~~


⁽²⁾	~~Includes chip-n-saw and sawtimber.~~


⁽³⁾	~~Changes in timber sales revenue related to properties acquired or disposed within the last 12 months are attributed to volume changes.~~

(1)Timber sales are presented on a gross basis.

~~Operating~~(2)Includes chip-n-saw and sawtimber.

Operating expenses. Contract logging and hauling costs ~~increased to $31.5~~was $30.2 million for the year ended December 31, ~~2018 from $31.1~~2021, comparable to the prior year, as a $1.3 million increase in the U.S. South was offset by a $1.3 million decrease in the Pacific Northwest. Our delivered sales volume in the U.S. South increased by 1% despite an 11% decrease in total harvest volume. Our U.S. South blended logging rates increased 4% compared to the prior year primarily due to higher fuel and labor costs in 2021. However, these increased costs were largely offset by higher negotiated delivered wood sales prices, which allowed us to maintain stumpage values. Delivered sales volume in the Pacific Northwest was 24% lower than the prior year as a result of the Bandon Disposition in August, 2021.

Depletion expense decreased 18% to $23.7 million for the year ended December 31, 2017, as a result of slight increases in delivered sales volume and haul distance. Delivered sales increased as we continued to execute our delivered wood sales strategy on properties acquired since December 2013.

~~Depletion expense decreased 11% to $25.9~~2021 from $29.1 million for the year ended December 31, ~~2018~~2020 primarily due to a $3.9 million decrease in the U.S. South, driven by an 11% decrease in harvest volume, and a $1.5 million decrease in the Pacific Northwest. The blended depletion rates in the U.S. South decreased 5% from ~~$29.0~~the prior year.

Cost of timberland sales decreased to $9.7 million for the year ended December 31, ~~2017~~2021 from $12.3 million for the year ended December 31, 2020 primarily due to ~~a 7% decrease (after considering the 2,000 tons harvested from the Bandon Property) in harvest volume~~selling fewer acres and lower ~~blended depletion rates. We calculate depletion rates annually by dividing the beginning~~per-acre cost basis. Timberlands sold in 2021 had lower average merchantable ~~inventory book value, after the write-off of accumulated depletion, by current standing~~ timber inventory volume. Before the impact of any future acquisitions or significant land sales, the merchantable book value is expected to decrease over time due to depletion while the standing timber inventory volume is expected to stay relatively stable due to our sustainable harvest management practices. Therefore, we generally expect the depletion rates of our existing portfolio to decrease over time.stocking than acres sold in 2020.

~~Cost of timberland sales increased~~General and administrative expenses decreased to $13.5 million for the year ended December 31, ~~2018~~2021 from ~~$10.4~~$16.2 million for the year ended December 31, ~~2017 as we sold more acres in 2018.~~2020 primarily due to recognizing non-recurring post-employment benefits

~~Forestry management expenses decreased to $6.3~~of $3.5 million in ~~2018 from $6.8 million~~2020 related to the retirement of our former CEO in ~~2017~~January 2020, offset by higher compensation costs primarily as a result of ~~a $0.7~~timing of certain incentive compensation accruals.

Other operating expenses decreased by $1.6 million ~~decrease in personnel costs allocated~~ to ~~forestry management expense as a result of the Triple T Joint~~

~~Venture, offset by a $0.3 million increase in third-party manager costs reflecting additional acres under management and a higher per-acre management fee due to a price-index-based adjustment.~~

~~General and administrative expenses increased to $12.4~~$6.0 million for the year ended December 31, ~~2018 from $11.7~~2021 primarily as a result of removals of non-cash cost basis of timber related to expired timber reservations and terminated leases in 2020.

Interest expense. Interest expense decreased $2.4 million to $12.7 million for the year ended December 31, ~~2017,~~2021 primarily due to a ~~$1.6~~$1.9 million decrease in interest paid, after consideration of interest rate swaps and patronage dividends, and a $0.7 million decrease in amortization of the off-market swap value in the current year, offset by a $0.1 million increase in ~~personnel~~deferred financing costs amortization and write-offs in 2021. We paid less interest in 2021 as a result of a lower outstanding debt balance compared to the prior year.

Gain on large dispositions. We recognized a gain of $24.2 million from the disposition of 23,100 acres of our wholly-owned timberlands, including the Bandon Disposition, during the year ended December 31, 2021, as compared to recognizing a gain of $1.3 million from the disposition of 14,400 acres of our wholly-owned timberlands in 2020.

Income (loss) from unconsolidated joint ventures. We recognized $0.7 million of income from the Dawsonville Bluffs Joint Venture for the year ended December 31, 2021, as compared to $0.3 million of income from the Dawsonville Bluffs Joint Venture and a ~~$0.9~~$5.0 million increase in various expense categories including audit, legal, consulting and board compensation, among others, offset by a $1.8 million decrease in costs related to acquisitions, transactions, joint ventures and new business initiatives. We received a $1.3 million reimbursement of transaction costs previously expensed in 2017HLBV loss from the Triple T Joint Venture ~~upon closing. Personnel costs increased~~in the prior year. We did not recognize any additional losses from the Triple T Joint Venture in 2021 as ~~a result~~our equity investment had been written down to zero under the HLBV method of ~~an increased allocation~~accounting as of ~~staff time to our~~December 31, 2020.

Gain on sale of unconsolidated joint venture asset management business, for which we earn asset management fees and receive reimbursements of certain personnel costs. These reimbursements of $0.2 million were included in asset management fee revenue in the accompanying consolidated statements of operations.

~~Other operating expenses increased to $6.3 million for~~interests. For the year ended December 31, ~~2018~~2021, we recognized a gain of $35.0 million from ~~$5.3 million~~the redemption of our common equity interests in the Triple T Joint Venture. See Note 4 — Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details.

Income taxes. For the year ended December 31, ~~2017, primarily as a result~~2021, we recognized $0.7 million of a $0.4 million increase in cost basis removed related to expired leases and timber reservations, a $0.3 million increase in replanting costs on leased tracts, and a $0.3 million increase in road maintenance expenses.

~~Interest expense.~~ ~~Interest~~income tax expense, ~~increased to $16.3 million for~~consistent with the year ended December 31, 2018 from $11.2 million for the year ended December 31, 2017 primarily due to a $5.3 million net increase in interest and unused commitment fees on our variable rate debt, and a $1.7 million write-off of deferred financing costs due to debt repayment and the amendment of our credit agreement in August 2018, offset by a $0.6 million decrease in interest rate swap payments and a $1.0 million increase in accrued patronage dividends. Interest on outstanding debt increased primarily due to a 23% increase in our weighted-average outstanding debt balance and higher LIBOR rates. The higher average debt balance was mainly a result of borrowing $200.0 million to fund our investment in the Triple T Joint Venture.2020. See Note ~~5 – Notes Payable and Lines of Credit~~ 12 — Income Taxesto our accompanying consolidated financial statements for additional ~~information regarding patronage refunds and the 2018 Amended Credit Agreement.~~information.

~~Income~~Net income (loss) ~~from unconsolidated joint ventures.~~ ~~For~~. For the year ended December 31, ~~2018,~~2021, we recognized ~~$2.6~~$58.4 million of ~~income from the Dawsonville Bluffs Joint Venture, which represents our portion of the joint venture's~~ net income, of ~~$5.3~~as compared to a $17.5 million~~, generated primarily through the sale of HBU timberland and mitigation bank credits. For the year ended December 31, 2018, we recognized a~~ ~~$109.6 million~~ loss from the Triple T Joint Venture under the HLBV method of accounting. We expect the Dawsonville Bluffs Joint Venture will continue to generate earnings and cash flow over the near term as we continue to monetize this finite-life, $10.0 million investment. Under HLBV, we anticipate incurring losses from the unconsolidated Triple T Joint Venture equal to our book basis in the near term.

~~Net loss.~~ ~~Our~~ net loss ~~increased to $122.0 million~~ for the year ended December 31, ~~2018~~2020 primarily due to a $35.0 million gain recognized from ~~$13.5~~the Triple T Exit, a $22.9 million increase in gains from large dispositions, a $12.3 million decrease in total expenses, a $5.4 million increase in income from unconsolidated joint ventures, and a $2.4 million decrease in interest expense, offset by a $2.1 million decrease in total gross revenues. Our net income per diluted share for the year ended December 31, ~~2017 primarily due~~2021 was $1.20 as compared to ~~the $109.6 million loss allocated from the Triple T Joint Venture, and~~ a ~~$5.1 million increase in interest expense, offset by a $4.9 million increase in operating income. Our~~$0.36 per share net loss ~~per share~~ for the ~~years~~year ended December 31, ~~2018 and 2017 was $2.55 and $0.34, respectively.~~2020. We anticipate future net income or losses to fluctuate with timber prices, harvest volumes and mix, depletion rates, timberland sales, ~~the performance of our joint ventures~~gains (losses) on large dispositions, and interest expense based on our level and costs of current and future borrowings.

Comparison of the year ended December 31, ~~2017~~2020versus the year ended December 31, ~~2016~~2019

~~Revenues.~~ ~~Revenues increased to $91.3 million~~For a comparison of our 2020 and 2019 results of operations, see Item 7 — Management's Discussions and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2017 from $81.9 million for~~2020 filed with the year ended December 31, 2016 primarily due to an increase in timber sales revenue of $6.3 million and an increase in timberland sales revenue of $2.3 million, and an increase in other revenues of $0.9 million. Gross timber sales revenue increased by 10%, mainly due to a 6% increase in harvest volume as well as an increase in delivered sales as a percentage of total volume. 74% of our 2017 harvest volume came from delivered sales as compared to 64% in 2016.SEC on February 26, 2021.

~~Details of timber sales by product for the years ended December 31, 2016 and 2017 are shown in the following table:~~

For the Year Ended
December 31, 2016
Changes attributable to:
For the Year Ended
December 31, 2017
(in thousands) Price/Mix
Volume ⁽³⁾

Timber sales ⁽¹⁾

Pulpwood $ 34,969
$ (773 ) $ 3,236
$ 37,432
Sawtimber ⁽²⁾
30,066
1,330
2,525
33,921
$ 65,035
$ 557
$ 5,761
$ 71,353


⁽¹⁾	~~Timber sales are presented on a gross basis.~~


⁽²⁾	~~Includes chip-n-saw and sawtimber.~~


⁽³⁾	~~Changes in timber sales revenue related to properties acquired or disposed within the last 12 months are attributed to volume change.~~

Timberland sales revenue increased to $14.8 million in 2017 from $12.5 million in 2016 as we sold more acres in 2017 at a higher sales price per acre. Other revenues increased to $5.2 million in 2017 from $4.3 million due to $0.4 million of lease termination revenue received for terminating 1,100 acres of long-term timber leases and higher hunting lease income as result of prior year acquisitions.

~~Operating expenses.~~ Contract logging and hauling costs increased to $31.1 million for the year ended December 31, 2017 from $25.9 million for the year ended December 31, 2016, an increase of 20%, primarily as a result of a 22% increase in delivered sales volume.

~~Depletion expense for 2017 was $29.0 million, comparable to 2016, as a result of a 6% increase in harvest volume offset by lower blended depletion rates.~~

Other operating expenses increased to $5.3 million for the year ended December 31, 2017 from $5.0 million for the year ended December 31, 2016, primarily as a result of increases in property taxes due to having more acres under management.

Forestry management expenses increased to $6.8 million for the year ended December 31, 2017 from $6.1 million for the year ended December 31, 2016 due to increases in third-party manager costs as well as in operational staff compensation costs, reflecting the additional resources dedicated to managing a growing portfolio.

General and administrative expenses increased to $11.7 million for the year ended December 31, 2017 from $9.3 million for the year ended December 31, 2016, primarily due to an increase in employee compensation costs as a result of increased staffing, and a $1.3 million increase in transaction costs related to the Triple T Joint Venture, which was reimbursed by the Triple T Joint Venture in 2018.

~~Interest expense.~~ Interest expense increased to $11.2 million for the year ended December 31, 2017 from $6.7 million for the year ended December 31, 2016 due to increases in outstanding debt balance, higher interest rates, and financing costs. As compared to 2016, we incurred $4.5 million higher interest expense related to our debt facilities, after considering the impact of patronage refunds, primarily due to a 43% higher weighted-average debt balance outstanding in 2017 and a higher weighted-average interest rate. Our interest rates increased in 2017 due to a higher mix of effectively fixed-rate debt and increases in LIBOR rates on our effectively variable-rate debt as compared to the prior year.

~~Net loss.~~ Our net loss increased to $13.5 million for the year ended December 31, 2017 from $11.1 million for the year ended December 31, 2016 due to a $4.5 million increase in our interest expense, offset by a $0.8 million improvement in our operating loss and $1.1 million in income from the Dawsonville Bluffs Joint Venture. Our net loss per share for the years ended December 31, 2017 and 2016 was $0.34 and $0.29, respectively.

Adjusted EBITDA

The discussion below is intended to enhance the reader’s understanding of our operating performance and ability to satisfy lender requirements. EBITDA is a non-GAAP financial measure of operating performance. EBITDA is defined by the SEC as earnings before interest, taxes, depreciation and amortization; however, we have excluded certain other

expenses which we believe are not indicative of the ongoing operating results of our timberland portfolio, and we refer to this measure as Adjusted EBITDA (see the reconciliation table below). As such, our Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Due to the significant amount of timber assets subject to depletion, significant income (losses) from unconsolidated joint ventures based on HLBV, and the significant amount of financing subject to interest and amortization expense, management considers Adjusted EBITDA to be an important measure of our financial performance. By providing this non-GAAP financial

measure, together with the reconciliation below, we believe we are enhancing investors’ understanding of our business and our ongoing results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered in isolation or as an alternative to, or substitute for net income, cash flow from operations, or other financial statement data presented in accordance with GAAP in our consolidated financial statements as indicators of our operating performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

•Adjusted EBITDA does not reflect our capital expenditures, or our future requirements for capital expenditures;

•Adjusted EBITDA does not reflect changes in, or our interest expense or the cash requirements necessary to service interest or principal payments on, our debt;

•Although depletion is a non-cash charge, we will incur expenses to replace the timber being depleted in the future, and Adjusted EBITDA does not reflect all cash requirements for such expenses; ~~and~~

•Although HLBV income and losses are primarily hypothetical and non-cash in nature, Adjusted EBITDA does not reflect cash income or losses from unconsolidated joint ventures for which we use the HLBV method of accounting to determine our equity in ~~earnings.~~earnings; and

•Adjusted EBITDA does not reflect the cash requirements necessary to fund post-employment benefits or transaction costs related to acquisitions, investments, joint ventures or new business initiatives, which may be substantial.

Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. ~~Our credit agreement~~The Amended Credit Agreement contains a minimum debt service coverage ratio based, in part, on Adjusted EBITDA since this measure is representative of adjusted income available for interest payments. We further believe that our presentation of this non-GAAP financial measurement provides information that is useful to analysts and investors because they are important indicators of the strength of our operations and the performance of our business.

For the year ended December 31, 2021, Adjusted EBITDA was $49.4 million, a $2.7 million decrease from the year ended December 31, 2020, primarily due to a $1.4 million decrease in net timberland sales and a $0.9 million increase in general and administrative expenses.

Our reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2021 and 2020 follows:


(in thousands)	2021		2020
Net income (loss)	$	58,403	$	(17,538)
Add:
Depletion	23,729		29,112
Interest expense (1)	10,232		12,070
Amortization (1)	2,622		3,255
Income tax expense (benefit)	675		658
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (2)	126		151
Basis of timberland sold, lease terminations and other (3)	9,325		13,606
Stock-based compensation expense	2,904		3,836
Gain on large dispositions (4)	(24,208)		(1,274)
HLBV loss from unconsolidated joint venture (5)	—		5,000
Gain on sale of unconsolidated joint venture interests	(35,000)		—
Post-employment benefits (6)	41		2,324
Other (7)	558		865
Adjusted EBITDA	$	49,407	$	52,065

(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 our 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. We exited the Triple T Joint Venture on October 14, 2021.

(6)Reflects one-time, non-recurring post-employment benefits associated with the retirement of our 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 our 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.

Segment EBITDA

For the year ended December 31, ~~2018, Adjusted~~2021, Harvest EBITDA was ~~$49.8~~$34.2 million, consistent with the prior year, primarily as a ~~$7.8~~result of strong performance in the U.S. South, which offset a $2.5 million ~~increase~~decrease of timber sales revenue from the Pacific Northwest due to the Bandon Disposition. U.S. South timber sales revenue increased 4% despite a 11% planned reduction in harvest volume due to significant improvements in stumpage prices for both pulpwood and sawtimber. Real Estate EBITDA decreased by $1.4 million, or 10%, to $13.4 million as a result of selling 19% fewer acres at a higher price per acre in 2021. Investment Management EBITDA decreased by $0.3 million to $12.3 million for the year ended December 31, ~~2017,~~2021 primarily due to a ~~$5.5~~$0.7 million ~~increase~~decrease in asset management ~~fees,~~fee revenues, partially offset by a ~~$4.8~~$0.4 million increase in Adjusted EBITDA generated by the Dawsonville Bluffs Joint ~~Venture, and a $2.2 million increase in net timberland sales, offset by a $2.3 million decrease in net timber sales, and a $2.1 million increase in general and administrative expenses.~~Venture.

~~Our reconciliation of net loss to~~The following table presents Adjusted EBITDA ~~for the years ended December 31, 2018, 2017, and 2016 follows:~~

by reportable segment:

(in thousands) 2018 2017 2016
Net loss $ (122,007 ) $ (13,510 ) $ (11,070 )
Add:
Depletion 25,912
29,035
28,897
Basis of timberland sold, lease terminations and other ⁽¹⁾
13,053
10,112
10,089
Amortization ⁽²⁾
2,821
1,270
1,093
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture ⁽³⁾
4,195
865
—
HLBV loss from unconsolidated joint venture ⁽⁴⁾
109,550
—
—
Stock-based compensation expense 2,689
2,786
1,724
Interest expense ⁽²⁾
13,643
10,093
5,753
(Gain) loss from large dispositions ⁽⁵⁾
390
—
—
Other ⁽⁶⁾
(460 ) 1,319
322
Adjusted EBITDA $ 49,786
$ 41,970
$ 36,808


⁽¹⁾	~~Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.~~


⁽²⁾	For the purpose of the above reconciliation, amortization includes amortization of deferred financing costs, 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.


⁽³⁾	~~Reflects our share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.~~


⁽⁴⁾	~~Reflects HLBV (income) 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.~~

⁽⁵⁾

Large dispositions are defined as larger transactions in acreage and gross sales price than recurring HBU sales. Large dispositions are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. 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.


⁽⁶⁾	Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our 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.


(in thousands)	2021		2020
Harvest	$	34,181	$	34,190
Real Estate	13,355		14,748
Investment Management	12,284		12,609
Corporate	(10,413)		(9,482)
Total	$	49,407	$	52,065

Election as a REIT

We have elected to be taxed as a REIT under the Code, and we have operated as such beginning with our taxable year ended December 31, 2009. To qualify to be taxed as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute dividends equal to at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders, computed without regard to the dividends-paid deduction and by excluding our net capital gain. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for that year and for the four years following the year during which qualification is lost, unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes.

~~Inflation~~

Our timber agreements provide that we will sell specified amounts of timber at prices subject to quarterly market pricing adjustments and monthly fuel pricing adjustments, which are intended to protect us from, and mitigate the risk of, the impact of inflation. The price of timber has generally increased with increases in inflation; however, we have

~~not noticed a significant impact from inflation on our revenues, net sales, or income from continuing operations. See~~ ~~Item 1 – Business~~ ~~for additional information regarding the material terms of our timber agreements.~~

Critical Accounting Estimates

Our ~~accounting policies have been established to conform to GAAP and are disclosed in Note 2 to our~~ accompanying consolidated financial ~~statements.~~statements have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, using management's best judgment, in the application of accounting policies. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s estimates and assumptions or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that ~~different accounting policies would have been applied or~~ different amounts of assets, liabilities, revenues, and expenses would have been recorded, thus resulting in a different presentation of the financial statements or different amounts reported in the financial statements. Additionally, other companies may utilize different estimates and assumptions that may impact comparability of our results of operations to those of companies in similar businesses.

The following discussion addresses our most critical accounting estimates, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of significant assumptions or complex estimates.

~~Timber Assets~~

Timber and timberlands, including logging roads, are stated at cost less accumulated depletion for timber harvested and accumulated amortization. We capitalize 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

We recognize 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 ~~remaining~~ merchantable inventory book value by ~~current~~ merchantable timber inventory ~~volume. Management believes that the straight-line method is preferable as it is based on the actual costs recorded and actual merchantable timber~~ volume, as measured in tons. Depletion expense is then determined by applying the applicable depletion rate to each ton of timber harvested during the ~~date that the~~period. The determination of depletion rates ~~are determined.~~required management to estimate standing merchantable inventory volumes, including the annual volumes of timber growth and annual volumes of premerchantable timber that have become merchantable.

Evaluating the Recoverability of Timber Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our 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

Table of Contents

timber production. When indicators of potential impairment are present, ~~that suggest that the carrying amounts of timber assets may not be recoverable,~~ we assess the recoverability of ~~these~~our timber assets by determining whether ~~the~~their carrying value ~~will be recovered through~~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 ~~asset and its eventual disposition. Impairment~~assets' carrying value exceeds the Recoverable Amount, impairment losses would be recognized ~~for (i) long-lived assets used in our operations when~~as the difference between the assets' carrying ~~value of such assets exceeds~~values and the ~~undiscounted cash flows~~ estimated ~~to be generated from the future operations of those assets, and (ii) long-lived assets held for sale when the carrying value of such assets exceeds an amount equal to their~~ fair ~~value less selling costs.~~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 ~~present value~~sum of ~~undiscounted~~discounted cash flows, including estimated salvage ~~value. We intend to use~~value, using data from one harvest cycle for the purpose of evaluating the recoverability of timber and timberlands used in our operations. Future cash flow estimates are based on probability-weighted projections for a range of possible outcomes and are discounted at risk-free rates of interest. We consider assets to be held for sale at the point at which a sale contract is executed and the buyer has made a nonrefundable earnest money deposit against the contracted purchase price.cycle. We have determined that there has been no impairment of our ~~long-lived~~timber assets as of December 31, 2021.

Evaluating the Recoverability of Investments in Unconsolidated Joint Ventures

We evaluate the recoverability of our 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, we estimate the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, we assess whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, we consider the following: (1) the length of time and the extent to ~~date.~~which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) our intent and ability to retain our interest long enough for a recovery in market value. If we conclude that the impairment is "other than temporary," we reduce the investment to its estimated fair value. We have determined that there has been no impairment of our investments in unconsolidated joint ventures as of December 31, 2021.

Allocation of Purchase Price of Acquired Assets

Upon the acquisition of timberland properties, we allocate 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 our estimate of their fair values. The values of tangible assets are then allocated to timberland and timber based on our determination of the relative fair value of these assets.

~~Revenue Recognition~~

~~Effective January 1, 2018, we adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606)~~. Under the new standard, we recognize revenues 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) the 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. We derive a majority of our revenues from timber sales, timberland sales, recreational leases, and asset management fees.

~~(a) Timber Sales Revenue~~

We generate 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 amount 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, we receive advance payments for the standing timber specified in the contract and the customer is responsible for cutting and hauling the timber. We satisfy our performance obligation when timber is severed, at which time revenue is recognized. Contract payments are generally due 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, which generally occurs at closing. 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.

~~(c) Recreational Lease Revenue~~

Recreational lease revenue is derived from the leasing of the right to use our 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 we have satisfied our performance obligation.

~~(d) Asset Management Fee Revenue~~

~~Under asset management agreements with our unconsolidated joint ventures, we earn management fees for performing asset management functions, as further described in~~ ~~Note 4 — Unconsolidated Joint Ventures~~ ~~of our accompanying consolidated financial statements~~. 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.

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 7 –— Commitments and Contingencies to our accompanying consolidated financial statements for further explanation. Examples of such commitments and contingencies include:

•Mahrt Timber Agreements;

•Timberland operating agreements;

•Obligations under operating leases; and

•Litigation.

~~Off-Balance Sheet Arrangements~~

We have no off-balance sheet arrangements that are reasonably likely to have a current or future material effect on our financial condition or changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.

Subsequent ~~Event~~Events

See Note 16 –— Subsequent Event to our accompanying consolidated financial statements for details of events and transactions occurring after the year endedDecember 31, ~~2018.~~2021.


~~ITEM 7A.~~	~~QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK~~

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a result of our variable-rate debt facilities, we are exposed to interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we have entered into interest rate swaps, and may enter into other interest rate swaps, caps, or other arrangements in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes; however, certain of our derivatives may not qualify for hedge accounting treatment. All of our debt was entered into for other than trading purposes. We manage our ratio of fixed-to-floating-rate debt with the objective of achieving a mix that we believe is appropriate in light of anticipated changes in interest rates. We closely monitor interest rates and will

Table of Contents

continue to consider the sources and terms of our borrowing facilities to determine whether we have appropriately guarded ourselves against the risk of increasing interest rates in future periods.

As of December 31, ~~2018,~~2021, we had the ~~outstanding balance under the 2018 Amended Credit Agreement was $478.6 million, of which $100.0 million was~~following debt balances outstanding under the ~~Term Loan A-1, $100.0 million was outstanding under~~Amended Credit Agreement:

(in thousands)

Maturity Date

Credit Facility

Interest Rate (1)

Outstanding Balance

Term Loan A-1

12/23/2024

LIBOR + 1.75%

84,706

Term Loan A-2

12/01/2026

LIBOR + 1.90%

89,706

Term Loan A-4

08/22/2025

LIBOR + 1.70%

125,588

Total Principal Balance

300,000

(1)The applicable LIBOR margin on the Term Loan A-2, $68.6 million was outstanding under the Term Loan A-3, $140.0 million was outstanding under the Term Loan A-4, and $70.0 million was outstanding under the Multi-Draw Term Facility. The Term Loan A-1 matures on December 23, 2024 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of 1.75%, the Term Loan A-2 matures on December 1, 2026 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of 1.9%, the Term Loan A-3 matures on December 1, 2027 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of 2.0%, the Term Loan A-4 matures on August 22, 2025 and bears interest at an adjustable rate based on one-month LIBOR Rate plus a margin of ~~1.7%~~,Revolving Credit Facility and the Multi-Draw Term Facility ~~matures on December 1, 2024 and bears interest at an adjustable rate equal to~~ranges from a base rate plus between 0.50% ~~and~~to 1.20% or a LIBOR rate plus ~~between~~ 1.50% ~~and~~to 2.20%, ~~in each case~~ depending on ~~our~~the LTV ~~Ratio.~~ratio. The unused commitment fee rates also depend on the LTV ratio.

As of December 31, ~~2018,~~2021, we had ~~ten~~two outstanding interest rate swaps with terms ~~below (sorted by maturity date):~~below:

(in thousands)

Interest Rate Swap

Effective Date

Maturity Date

Pay Rate

Receive Rate

Notional Amount

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

(in thousands)
Interest Rate Swap Effective Date Maturity Date Pay Rate Receive Rate Notional Amount
2017 Swap - 3YR 3/28/2017 3/28/2020 1.800% one-month LIBOR $ 30,000
2018 Swap - 2YR 9/6/2018 9/6/2020 2.796% one-month LIBOR $ 50,000
2018 Swap - 3YR 9/6/2018 9/6/2021 2.869% one-month LIBOR $ 50,000
2017 Swap - 4YR 3/28/2017 11/28/2021 2.045% one-month LIBOR $ 20,000
2018 Swap - 4YR 2/28/2018 11/28/2022 2.703% one-month LIBOR $ 30,000
2017 Swap - 7YR 3/23/2017 3/23/2024 2.330% one-month LIBOR $ 20,000
2014 Swap - 10YR 12/23/2014 12/23/2024 2.395% one-month LIBOR $ 35,000
2016 Swap - 8YR 8/23/2016 12/23/2024 1.280% one-month LIBOR $ 45,000
2018 Swap - 8YR 2/28/2018 11/28/2026 2.884% one-month LIBOR $ 20,000
2018 Swap - 9YR 8/28/2018 8/28/2027 3.014% one-month LIBOR $ 50,000
Total $ 350,000

As of December 31, ~~2018,~~2021, after consideration of the interest rate swaps, ~~$128.6~~$25.0 million of our total debt outstanding iswas subject to variable interest rates while the remaining ~~$350.0~~$275.0 million is subject to effectively fixed interest rates. A change in the market interest rate impacts the net financial instrument position of our effectively fixed-rate debt portfolio; however, it has no impact on interest incurred or cash flows.

Details of our variable-rate and effectively fixed-rate debt outstanding as of December 31, ~~2018,~~2021, along with the corresponding average interest rates, are listed below:


	Expected Maturity Date
(dollars in thousands)	2022			2023			2024			2025			2026			Thereafter			Total
Maturing debt:
Variable-rate debt	$	—		$	—		$	7,059		$	10,466		$	7,475		$	—		$	25,000
Effectively fixed-rate debt	$	—		$	—		$	77,647		$	115,122		$	82,231		$	—		$	275,000
Average interest rate (1):
Variable-rate debt	—		%	—		%	1.85		%	1.80		%	2.00		%	—		%	1.88		%
Effectively fixed-rate debt	—		%	—		%	3.95		%	3.95		%	3.95		%	—		%	3.95		%

Expected Maturity Date
(dollars in thousands) 2019 2020 2021 2022 2023 Thereafter Total
Maturing debt:
Variable-rate debt $ —
$ —
$ —
$ —
$ —
$ 128,619
$ 128,619
Effectively fixed-rate debt $ —
$ —
$ —
$ —
$ —
$ 350,000
$ 350,000
Average interest rate:
Variable-rate debt — % — % — % — % — % 4.46 % 4.46 %
Effectively fixed-rate debt — % — % — % — % — % 4.26 % 4.26 %
(1) Inclusive of applicable spread but before considering patronage dividends.

As of December 31, ~~2018,~~2021, the weighted-average interest rate of our outstanding debt, after consideration of the interest rate swaps, was ~~4.31%~~3.77%, before considering patronage dividends. A 1.0% change in interest rates would result in a change in interest expense of ~~approximately $1.3~~$0.3 million per year. The amount of effectively variable-rate debt outstanding in the future will be largely dependent upon the level of cash from operations and the rate at which we are able to deploy such ~~proceeds~~cash flow toward repayment of outstanding debt and the acquisition of timberland ~~properties, and investments in joint ventures.~~properties.


~~ITEM 8.~~ ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	~~FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~

The financial statements and supplementary data filed as part of this report are set forth beginning on page F-1 of this report.


~~ITEM 9.~~ ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 44	~~CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~

None.


~~ITEM 9A.~~	~~CONTROLS AND PROCEDURES~~

ITEM 9A. CONTROLS AND PROCEDURES

Management’s Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this annual report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report in providing a reasonable level of assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods in SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) under the Exchange Act.

Because of the inherent limitations of internal control over financial reporting, including the possibility of human error, and the circumvention or overriding of controls, material misstatements may not be prevented or detected on a timely basis. In addition, projections of any evaluation of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes and conditions or that the degree of compliance with policies or procedures may deteriorate. Accordingly, even internal controls determined to be effective can provide only reasonable assurance that the information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized, and represented within the time periods required.

Our management has assessed the effectiveness of our internal control over financial reporting at December 31, ~~2018.~~2021. To make this assessment, we used the criteria for effective internal control over financial reporting described in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013). Based on this assessment, our management believes that, as of December 31, ~~2018,~~2021, our system of internal control over financial reporting met those criteria, and therefore our management has concluded that we maintained effective internal control over financial reporting as of December 31, ~~2018.~~2021.

Deloitte & Touche LLP, an independent registered public accounting firm and the auditor of our consolidated financial statements, has audited the effectiveness of our internal control over financial reporting as of ~~December��~~December 31, ~~2018~~2021 and issued an attestation report. The report appears on ~~page F-3~~page F-4 of this annual report on Form 10-K.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, ~~2018~~2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


~~ITEM 9B.~~ ITEM 9B.OTHER INFORMATION	~~OTHER INFORMATION~~

Not applicable.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

Table of Contents

We will file a definitive Proxy Statement for our ~~2019~~2022 Annual Meeting of Stockholders (the ~~"2019~~"2022 Proxy Statement") with the SEC, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the ~~2019~~2022 Proxy Statement that specifically address the items required to be set forth herein are incorporated by reference.


~~ITEM 10.~~	~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~

ITEM 10.DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Set forth below is information regarding our executive officers as of the date of this report.



Name		Age			Position(s)
~~Jerry Barag~~Brian M. Davis		6052			Chief Executive Officer, President and Director
~~Brian M. Davis~~Todd P. Reitz		4951			Chief Resources Officer and Senior Vice President
Ursula Godoy-Arbelaez		41			Chief Financial Officer, Senior Vice President, and ~~Chief Financial Officer~~Treasurer
~~Todd P. Reitz~~		48	~~Senior Vice President, Forest Resources~~
Lesley H. Solomon	4750			General Counsel and Secretary

~~Jerry Barag~~Brian M. Davis has served as our Chief Executive Officer and President ~~since October 2013~~ and ~~became~~as a ~~director in December 2013. Mr. Barag also serves on the~~member of our board of directors ~~of the Triple T Joint Venture. Mr. Barag~~since January 2020, having previously served as ~~a consultant~~our President and Chief Financial Officer from April 2019 to ~~us from August 2013 to his appointment as our Chief Executive Officer~~January 2020, and President. Mr. Barag brings over 30 years of real estate, timberland and investment experience, including expertise in acquisitions, divestitures, asset management, property management and financing. From September 2011 to October 2013, Mr. Barag served as a Principal of TimberStar Advisors, an Atlanta-based timberland investment consulting firm, where he specialized in acquiring and managing timberlands in the United States. From 2004 to September 2011, he served as Managing Director of TimberStar Operating Partnership, a timberland investment joint venture among himself, John F. Rasor (President of the Triple T Joint Venture), iStar Financial, Inc. and other institutional investors. While at TimberStar, he oversaw the acquisition of over $1.4 billion of timberlands in Arkansas, Louisiana, Maine and Texas. From 2003 to 2004, he served as Chief Investment Officer of TimberVest, LLC, or TimberVest, an investment manager specializing in timberland investment planning. Prior to joining TimberVest, Mr. Barag served as Chief Investment Officer and Chairman of the Investment Committees for Lend Lease, a subsidiary of Lend Lease Corp., a construction, development and real estate investment management advisory company traded on the Australian Securities Exchange. Mr. Barag received his Bachelor of Science from The University of Pennsylvania, Wharton School.

~~Brian M. Davis~~ ~~has served~~ as our Senior Vice President and Chief Financial Officer ~~since~~from March ~~2013.~~2013 to April 2019. Mr. Davis served as our Treasurer from October 2013 to February 2018, as our Assistant Secretary from August 2013 to July 2018, and as our Secretary from July 2018 to October 2018. Mr. Davis ~~also serves on the board of directors of the Triple T Joint Venture. Mr. Davis~~ served as Senior Vice President and Chief Financial Officer of Wells Timberland Investment Management Organization, LLC (“Wells TIMO”) from March 2009 until October 2013 and as Vice President from October 2007 through March 2009. From March 2013 to September 2013, he was Senior Vice President and Chief Financial Officer of Wells Core Office Income REIT, Inc.. From February 2012 to September 2013, Mr. Davis served as the Chief of Strategic Product Management for Wells Real Estate Funds with responsibility for the strategic planning, development and leadership of the corporate finance organization. In addition, Mr. Davis served as Senior Vice President of Wells Capital, Inc. ("Wells Capital") from February 2013 to September 2013. From 2000 until joining Wells Real Estate Funds, Inc. in 2007, Mr. Davis ~~worked~~held various roles at Atlanta-based SunTrust Bank, ~~("SunTrust"), where he held various positions~~ delivering ~~capital market~~strategic advisory, capital-raising and financial risk-management solutions – ~~advisory, capital raising,~~to large corporate and ~~risk management~~ – ~~to public and private companies.~~middle-market clients. Mr. Davis ~~previously served with CoBank~~has more than 25 years of ~~Denver, Colorado, as Capital Markets Officer from 1998 to 2000~~experience in business and ~~with SunTrust as Portfolio Manager for the AgriFoods Specialty Lending Group from 1994 to 1998.~~financial services, and has held key roles in finance, treasury and strategy. Mr. Davis received his Bachelor of Business Administration and Master of Business Administration from Ohio University.

Todd P. Reitz has served as our Chief Resources Officer and Senior Vice President since January 2020, having previously served as our Senior Vice President, Forest Resources ~~since~~from March 2017 ~~and~~to January 2020. Mr. Reitz was designated as our principal operating officer in October 2018. Mr. Reitz ~~also serves on the board of directors of the Triple T Joint Venture. Mr. Reitz~~ has more than 2025 years of experience in the timber industry with extensive marketing, harvesting, silviculture and business development experience across the U.S. South from East Texas to Virginia. From 2016 to 2017, Mr. Reitz

served as the Atlantic South Regional Marketing Manager for Weyerhaeuser Company with operational oversight for all log and pulpwood production from East Alabama to Virginia. Mr. Reitz served as the Director of Export Business from 2013 to 2016 and as Senior Resource Manager from 2005 to 2013 at Plum Creek Timber Company, Inc., which he joined in 1997. From 1994 ~~to1997,~~to 1997, Mr. Reitz worked for Stone Container Corporation, recruiting new landowners for future procurement and fiber sourcing. Mr. Reitz received his Bachelor of Science in Forest Management from Texas A&M University.

Ursula Godoy-Arbelaez has served as our Chief Financial Officer, Senior Vice President and Treasurer since January 2020, having previously served as our Vice President and Treasurer from May 2018 to January 2020, as our Treasurer from February 2018 to May 2018, and as our Director of Finance from October 2013 to February 2018. Ms. Godoy-Arbelaez has 20 years of experience in Treasury, Finance, Risk Management and Accounting with a specialization in the timber and real estate industry. Ms. Godoy-Arbelaez previously served as Director of Finance of Wells TIMO from December 2011 until October 2013, as Finance Consultant from January 2009 until December 2011, and as Senior Financial Analyst from February 2008 to January 2009. From 2002 until joining Wells TIMO in 2008, Ms. Godoy-Arbelaez worked at Wells Real Estate Funds, Inc. where she held various positions in finance, treasury and accounting. Ms. Godoy-Arbelaez received a Bachelor of Business Administration in Accounting and a Master of Business Administration in Finance from Georgia State University.

Lesley H. Solomon ~~was appointed~~has served as our General Counsel insince September 2018 and as our Secretary insince October 2018. Prior to that, Ms. Solomon was an attorney with Alston & Bird LLP for 20 years, as a partner from 2006 to 2018 and as an associate from 1998 to 2006. At Alston & Bird, Ms. Solomon represented public and private companies as well as investment banks in equity and debt financings and mergers and acquisitions, specializing in working with REITs and financial institutions. Ms. Solomon received her J.D. from the Georgetown University Law ~~School~~Center and her Bachelor of Arts from Duke University.

Table of Contents

The other information required by this Item is incorporated by reference from the following sections of our ~~2019~~2022 Proxy Statement:

•"Your Board of Directors — Proposal No. 1: Election of Directors — Director Nominees,"

•"Your Board of Directors — Board Committees — Audit ~~Committee.~~Committee,"

•"Stock Ownership", and

•"Corporate Governance — Code of Business Conduct and Ethics."


~~ITEM 11.~~	~~EXECUTIVE COMPENSATION~~

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item is incorporated by reference to the following sections of our ~~2019~~2022 Proxy Statement:

•"Executive Compensation — Report of the Compensation Committee,"

•"Executive Compensation — Compensation Discussion and Analysis," and

•"Executive Compensation — Summary of Executive Compensation."


~~ITEM 12.~~	~~SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS~~

~~The information required by this Item is incorporated by reference to the following sections of our 2019 Proxy Statement:~~

~~"Executive Compensation — Summary of Executive Compensation," and~~

~~"Stock Ownership."~~


~~ITEM 13.~~	~~CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE~~

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to the following sections of our ~~2019~~2022 Proxy Statement:

•"Executive Compensation — Summary of Executive Compensation," and

•"Stock Ownership."

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTION, AND DIRECTOR INDEPENDENCE

The information required by this Item is incorporated by reference to the following sections of our 2022 Proxy Statement:

•"Corporate Governance — Related Person Transactions Policy," and

•"Corporate Governance — Director Independence."


~~ITEM 14~~	~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated by reference ~~from~~to the following sections of our ~~2019~~2022 Proxy ~~Statement.~~Statement:

•"Audit Committee Matters — Principal Auditor Fees," and

•"Audit Committee Matters — Preapproval Policies."

Table of Contents

PART IV


~~ITEM 15.~~ ITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES	~~EXHIBITS AND FINANCIAL STATEMENT SCHEDULES~~

(a) 1. Below is a list of the financial statements filed herewith.


Financial Statements		Page

~~Financial Statements~~	~~Page~~

Reports of Independent Registered Public Accounting ~~Firm~~Fir m (PCAOB ID34)	F- 2

Consolidated Balance Sheets as of December 31, ~~2018~~2021 and ~~2017~~2020		F- 4 5

Consolidated Statements of Operations for the Years Ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		F- 5 6

Consolidated Statements of Comprehensive Income (Loss ) for the Years Ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		F- 6 7

Consolidated Statements of ~~Stockholders’~~ Equity for the Years Ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		F- 7 8

Consolidated Statements of Cash Flows for the Years Ended December 31, ~~2018, 2017~~2021, 2020 and ~~2016~~2019		F- 8 9

Notes to Consolidated Financial Statements		F- 9 10

2. All financial statement schedules have been omitted because they are not applicable, not material, or the required information is shown in the consolidated financial statements or the notes thereto.

3. The Exhibits listed below are provided in response to Item 601 of Regulation S-K. Exhibits not filed or furnished herewith are incorporated by reference to exhibits previously filed with the SEC. Our Current Reports on Form 8-K, Quarterly Reports on Form 10-Q, and Annual Reports on Form 10-K are filed with the SEC under File No. 001-36239. Our Registration Statements have the file numbers noted wherever such registration statements are identified in the following list of exhibits. We will furnish a copy of any exhibit to stockholders without charge upon written request to Investor ~~Relations.~~Relations, CatchMark Timber Trust, Inc., 5 Concourse Parkway, Suite 2650, Atlanta, GA 30328; email to info@catchmark.com; or call 855-858-9794.

Exhibit
Number

Description

Reference

~~Exhibit~~

~~Number~~

~~Description~~

3.1

~~2.1~~

Crown Pine Purchase Agreement, dated as of May 14, 2018, by and among Creek Pine Holdings, LLC, Crown Pine Parent, L.P., Crown Pine REIT, Inc., GPT1, LLC and Crown Pine Timber 1, L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on May 18, 2018)

~~3.1~~

Sixth Articles of Amendment and Restatement ~~(incorporated by reference to Exhibit 3.1 to the Quarterly Report on~~

Form 10-Q for the quarter ended June 30, 2013 filed on August 12, ~~2013)~~2013, Exhibit 3.1

3.2

First Articles of Amendment to the Sixth Articles of Amendment and Restatement ~~(incorporated by reference to Exhibit 3.2 to the Registration Statement on~~

Form S-11 (File No. 333-191322) filed on September 23, 2013, ~~(the “Initial Form S-11”))~~Exhibit 3.2

3.3

Articles of Amendment ~~(incorporated by reference to Exhibit 3.1 to the Current Report on~~

Form 8-K filed on October 25, 2013, ~~(the “October 2013 Form 8-K”))~~

~~3.4~~

~~Articles of Amendment (incorporated by reference to~~ Exhibit ~~3.2 to the October 2013 Form 8-K)~~3.1

~~Exhibit~~

~~Number~~

~~Description~~

3.4

~~3.5~~Articles of Amendment

~~Articles Supplementary (incorporated by reference to~~Form 8-K filed on October 25, 2013, Exhibit ~~3.3 to the October 2013 Form 8-K)~~3.2

~~3.6~~3.5

Articles Supplementary

Form 8-K filed on October 25, 2013, Exhibit 3.3

3.6

Amended and Restated Bylaws ~~(incorporated by reference to Exhibit 3.6 to Registration Statement on~~

Form S-8 (File No. 333-191916) filed on October 25, 2013, ~~(the “2013 Form S-8”)~~Exhibit 3.6

10.1*3.7

Amendment No. 1 to Amended and Restated Bylaws

Form 8-K filed on January 30, 2020, Exhibit 3.1

Exhibit
Number

Description

Reference

4.1

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Form 10-K for the year ended December 31, 2019 filed on February 28, 2020, Exhibit 4.1

10.1

Second Amended and Restated Agreement of Limited Partnership of CatchMark Timber Operating Partnership, L.P., dated as of October 31, 2018

~~10.2~~⁺

~~Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the 2013 Form S-8)~~

~~10.3~~^+*

~~Amendment to the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan, dated as of January 19, 2018~~

~~10.4~~⁺

CatchMark Timber Trust, Inc. Amended and Restated Independent Directors Compensation Plan (effective October 1, 2015) (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 filed on November 2, 2015)

~~10.5~~^+*

~~Schedule I to the CatchMark Timber Trust, Inc. Amended and Restated Independent Directors Compensation Plan (effective August 2, 2018)~~

~~10.6~~⁺

Form of Service-Based Restricted Stock Award Certificate under the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.73 to the Annual Report on Form 10-K for the year ended December 31, ~~2013~~2018 filed on March ~~13, 2014)~~1, 2019, Exhibit 10.1

~~10.7~~⁺

10.2

~~Form of 2015 Performance-Based Restricted Stock Award Certificate under the~~First Amendment to Second Amended and Restated Agreement of Limited Partnership of CatchMark Timber ~~Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 7, 2016)~~

~~10.8~~⁺

Operating Partnership, L.P. dated as of June 28, 2019

Form of Performance-Based Restricted Stock Unit Award Certificate under the Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan (incorporated by reference to Exhibit 4.1 to the Quarterly Report on Form 10-Q for the ~~quarter~~period ended June 30, ~~2016~~2019 filed on August ~~8, 2016)~~1, 2019, Exhibit 10.1

~~10.9~~⁺

10.3

CatchMark Timber Trust, Inc. 2017 Incentive Plan ~~(incorporated by reference to Exhibit 10.1 to the Quarterly Report on~~

Form 10-Q for the quarter ended June 30, 2017 filed on August 3, ~~2017)~~2017, Exhibit 10.1

~~10.10~~^+*

10.4

CatchMark Timber Trust, Inc. Amended and Restated Independent Directors Compensation Plan (effective as of April 28, 2020)

Form 10-Q for the period ended June 30, 2020 filed on August 3, 2020, Exhibit 10.1

10.5

Form of Time-Based Restricted Stock Award Certificate under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

Form 10-K for the year ended December 31, 2019 filed on February 28, 2020, Exhibit 10.11

~~10.11~~^+*

10.6

Form of Time-Based LTIP Unit Award Certificate under the CatchMark Timber Trust Inc. 2017 Incentive Plan

Form 10-K for the year ended December 31, 2019 filed on February 28, 2020, Exhibit 10.12

~~10.12~~^+*

10.7

Form of Performance-Based Restricted Stock Award Certificate under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

Form 10-K for the year ended December 31, 2019 filed on February 28, 2020, Exhibit 10.13

~~10.13~~^+*

10.8

Form of Performance-Based LTIP Unit Award Certificate under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

Form 10-K for the year ended December 31, 2019 filed on February 28, 2020, Exhibit 10.14

~~10.14~~^+*

10.9

Form of Distribution Equivalent Award Certificate with respect to Restricted Stock Awards under the CatchMark Timber Trust, Inc. 2017 Incentive Plan

Form 10-K for the year ended December 31, 2018 filed on March 1, 2019, Exhibit 10.14

~~10.15~~^+*

10.10

Form of Distribution Equivalent Award Certificate with respect to LTIP Unit Awards under the CatchMark Timber Trust Inc. 2017 Incentive Plan

Form 10-K for the year ended December 31, 2018 filed on March 1, 2019, Exhibit 10.15

~~10.16~~⁺

10.11

Form of Time-Based Restricted Stock Award Certificate for Independent Directors under the Independent Director Compensation Plan

~~Employment Agreement by and between~~ Form 10-Q for the period ended June 30, 2019 filed on August 1, 2019, Exhibit 10.3

10.12

Form of Long-Term Incentive Plan Unit Award Certificate for Independent Directors under the Independent Director Compensation Plan

Form 10-Q for the period ended June 30, 2019 filed on August 1, 2019, Exhibit 10.4

10.13

CatchMark Timber Trust, Inc. 2021 Incentive Plan (“2021 Incentive Plan”)

Form 8-K filed on June 25, 2021, Exhibit 10.1

10.14

Form of Restricted Stock Award Certificate for Independent Directors under the Independent Director Compensation Plan and ~~Jerry Barag, dated as of October 30, 2018 (incorporated by reference to Exhibit 10.9 to~~ the ~~Quarterly Report on~~ 2021 Incentive Plan

Form 10-Q for the ~~quarter~~period ended ~~September~~June 30, ~~2013~~2021 filed on ~~October 30, 2013 (the "2013 Third Quarter Form 10-Q")~~August 5, 2021, Exhibit 10.2

~~10.17~~^+*

10.15

Form of Long-Term Incentive Plan Unit Award Certificate for Independent Directors under the Independent Director Compensation Plan and the 2021 Incentive Plan

~~First Amendment to Employment Agreement by and between CatchMark Timber Trust, Inc. and Jerry Barag, dated as December 31, 2018~~

~~10.18~~⁺

~~Employment Agreement by and between CatchMark Timber Trust, Inc. and Brian M. Davis (incorporated by reference to~~Form 10-Q for the period ended June 30, 2021 filed on August 5, 2021, Exhibit ~~10.11 to the 2013 Third Quarter Form 10-Q)~~10.3

~~Exhibit~~
~~Number~~

~~Description~~

10.16

~~10.19~~^+*

~~First Amendment to~~Amended and Restated Employment Agreement, dated as of March 11, 2021, by and ~~between~~among CatchMark Timber Trust, Inc., CTT Employee, LLC and Brian M. Davis ~~dated as of December 31, 2018~~

Form 8-K filed on March 17, 2021, Exhibit 10.1

~~10.20~~⁺

10.17

~~Employment Agreement by and between CatchMark Timber Trust, Inc. and John F. Rasor, dated as of December 31, 2018 (incorporated by reference to Exhibit 10.10 to the 2013 Third Quarter Form 10-Q)~~

~~10.21~~

Form of Indemnification Agreement ~~(incorporated by reference to~~

Form S-11 (File No. 333-191322) filed on September 23, 2013, Exhibit 10.12 ~~to the Initial Form S-11)~~

~~10.22~~10.18

Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017, by and among CatchMark Timber Trust, Inc. and its wholly-owned subsidiaries, CatchMark Timber Operating Partnership, L.P., CoBank, ACB, AgFirst Farm Credit Bank, Cooperatieve Rabobank U.A., New York Branch, and certain financial institutions named therein ~~(incorporated by reference to Exhibit 10.1 to the Current Report on~~

Form 8-K filed December 7, 2017, ~~(the “December 2017 8-K”~~, ~~and~~ Exhibit ~~10.4 to the Current Report on~~ 10.1

Form 8-K/A filed on January 5, ~~2018))~~2018, Exhibit 10.4

~~10.23~~10.19

Consent and Amendment Agreement, dated as of June 29, 2018, by and among CatchMark Timber Trust, Inc. and its wholly-owned subsidiaries, CatchMark Timber Operating Partnership, L.P., CoBank, ACB, and certain financial institutions named therein ~~(incorporated by reference to Exhibit 10.1 to the Current Report on~~

Form 8-K filed on July 5, ~~2018)~~2018, Exhibit 10.1

10.24*10.20

Agreement Regarding Amendments and Term A-4 Loan Credit Facility, dated as August 22, 2018, by and among CatchMark Timber Operating Partnership, L.P., the other Loan Parties thereto, CoBank, ACB, as the administrative agent for the Lender Parties, and the Lender Parties and Voting Participants thereto (including as Schedule A the Fifth Amended and Restated Credit Agreement, dated as of December 1, 2017 and amended as of August 22, 2018, by and among CatchMark Timber Trust, Inc. and its wholly owned subsidiaries, CatchMark Timber Operating Partnership, L.P., CoBank, ACB, AgFirst Farm Credit Bank, Coöperatieve Rabobank U.A., New York Branch, and certain financial institutions therein)

Form 10-K for the year ended December 31, 2018 filed on March 1, 2019, Exhibit 10.24

~~10.25~~10.21

Consent and Second Agreement Regarding Amendments, dated as of June 28, 2019, by and among CatchMark Timber Operating Partnership, L.P., CoBank ACB and certain financial institutions named therein

Form 10-Q for the period ended June 30, 2019 filed on August 1, 2019, Exhibit 10.5

10.22

Third Agreement Regarding Amendments, dated as of February 12, 2020, by and among CatchMark Timber Operating Partnership, L.P., CoBank ACB and certain financial institutions named therein

Form 10-Q for the quarter ended March 31, 2020 filed on May 4, 2020, Exhibit 10.2

10.23

Fourth Agreement Regarding Amendments, dated as of May 1, 2020, by and among CatchMark Timber Operating Partnership, L.P., CoBank ACB and certain financial institutions named therein

Form 10-Q for the period ended June 30, 2020 filed on August 3, 2020, Exhibit 10.2

10.24

Fifth Agreement Regarding Consents and Amendments, dated as of August 4, 2021, by and among the Company, the Borrower, the Company’s wholly-owned subsidiaries, CoBank, ACB, as administrative agent, and certain financial institutions named therein, as lenders

Form 8-K filed on August 5, 2021, Exhibit 10.1

10.25

Sixth Agreement Regarding Consents and Amendments, dated as of October 14, 2021, by and among the Company, the Borrower, the Company’s wholly-owned subsidiaries, CoBank, ACB, as administrative agent, and certain financial institutions named therein, as lenders

10.26

Fourth Amended and Restated Security Agreement, dated as of December 1, 2017, made by CatchMark Timber Trust, Inc., CatchMark LP Holder, LLC, CatchMark Timber Operating Partnership, L.P., Timberlands II, LLC, CatchMark TRS, Inc., CatchMark TRS Harvesting Operations, LLC, CatchMark HBU, LLC, CatchMark Texas Timberlands GP, LLC, CatchMark Texas Timberlands, L.P., CatchMark TRS Management, LLC, CatchMark TRS Harvesting Operations II, LLC, CatchMark Southern Holdings II GP, LLC, CatchMark Southern Timberlands II, L.P., CatchMark South Carolina Timberlands, LLC and CatchMark TRS Investments, LLC in favor of CoBank, ACB, as administrative agent for the benefit of itself and each Lender Party ~~(incorporated by reference to~~

Form 8-K filed on December 7, 2017, Exhibit 10.2 ~~to the December 2017 Form 8-K)~~

~~10.26~~10.27

Fourth Amended and Restated Pledge Agreement, dated as of December 1, 2017, made by CatchMark Timber Trust, Inc., CatchMark LP Holder, LLC, CatchMark Timber Operating Partnership, L.P., Timberlands II, LLC, CatchMark Timber TRS, Inc., CatchMark TRS Harvesting Operations, LLC, CatchMark HBU, LLC, CatchMark Texas Timberlands GP, LLC, CatchMark Texas Timberlands, L.P., CatchMark TRS Management, LLC, CatchMark TRS Harvesting Operations II, LLC, CatchMark Southern Holdings II GP, LLC, CatchMark Southern Timberlands II, L.P., CatchMark South Carolina Timberlands, LLC and CatchMark TRS Investments, LLC in favor of CoBank, ACB, as administrative agent for the benefit of itself and each Lender Party ~~(incorporated by reference to~~

Form 8-K filed on December 7, 2017, Exhibit 10.3 ~~to the December 2017 Form 8-K)~~

~~10.27^~~10.28

Purchase and Sale Agreement, ~~dated~~effective as of ~~August 20, 2018,~~June 21, 2021, by and among ~~CatchMark HBU, LLC, CatchMark Southern~~Roseburg Resources Co., Timberlands II, ~~L.P., CatchMark TRS Harvesting Operations,~~ LLC ~~CatchMark Texas Timberlands, L.P., Forest Investment Associates L.P.~~ and ~~First American~~Fidelity National Title ~~Insurance Company (incorporated by reference to Exhibit 10.2 to the Quarterly Report on~~ Group

Form 10-Q for the ~~quarter~~period ended ~~September~~June 30, ~~2018~~2021 filed on ~~November 1, 2018 (the “2018 Third Quarter Form 10-Q”)~~August 5, 2021, Exhibit 10.4

~~10.28^~~21.1

~~First Amendment to Purchase and Sale Agreement, dated as~~Subsidiaries of October 4, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P. (incorporated by reference to Exhibit 10.3 to the ~~2018 Third Quarter Form 10-Q)~~Company

~~10.29*^~~

Second Amendment to Purchase and Sale Agreement, dated as of November 5, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P.

10.30*

Third Amendment to Purchase and Sale Agreement, dated as November 8, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associate L.P.

~~Exhibit~~
~~Number~~

~~Description~~

23.1

~~10.31*^~~

Fourth Amendment to Purchase and Sale Agreement, dated as of November 26, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P.

10.32*

Fifth Amendment to Purchase and Sale Agreement, dated as of November 29, 2018, by and among CatchMark HBU, LLC, CatchMark Southern Timberlands II, L.P., CatchMark TRS Harvesting Operations, LLC, CatchMark Texas Timberlands, L.P., and Forest Investment Associates L.P.

~~10.33~~

~~Option Agreement, dated as of May 30, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partners II, L.P. (incorporated by reference to Exhibit 10.4 to the 2018 Third Quarter Form 10-Q)~~

10.34*

~~First Amendment to Option Agreement, dated as of June 28, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partners II, L.P.~~

10.35*

~~Second Amendment to Option Agreement, dated as of August 3, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partner II, L.P.~~

10.36*

~~Third Amendment to Option Agreement, dated as of August 31, 2018, by and between CatchMark Timber Trust, Inc. and FIA Timber Partners II, L.P.~~

~~10.37~~

~~Option Agreement, dated as of May 30, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC (incorporated by reference to Exhibit 10.5 to the 2018 Third Quarter Form 10-Q)~~

10.38*

~~First Amendment to Option Agreement, dated as of June 28, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC~~

10.39*

~~Second Amendment to Option Agreement, dated as of August 3, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC~~

10.40*

~~Third Amendment to Option Agreement, dated as of August 31, 2018, by and between CatchMark Timber Trust, Inc. and LRT III LLC~~

~~10.41~~

~~Option Agreement, dated as May 30, 2018, by and between CatchMark Timber Trust, Inc. and LRT IV LLC (incorporated by reference to Exhibit 10.6 to the 2018 Third Quarter Form 10-Q)~~

10.42*

~~First Amendment to Option Agreement, dated as of June 28, 2018, by and between CatchMark Timber Trust, Inc. and LRT IV LLC~~

10.43*

~~Second Amendment to Option Agreement, dated as of August 3, 2018, by and between CatchMark Timber Trust, Inc. and LTR IV LLC~~

10.44*

~~Third Amendment to Option Agreement, dated as of August 31, 2018, by and between CatchMark Timber Trust, Inc. and LRT IV LLC~~

~~10.45^~~

Limited Partnership Agreement of TexMark Timber Treasury, L.P., dated as of July 6, 2018, by and among Triple T GP, LLC, Creek Pine Holdings, LLC, IMC RRIF C US Inc., IMC RRIF M US Inc., IMC RRIF PS US Inc., IMC RRIF T US Inc., IMC RRIF WS US Inc., IMC RRIF H US Inc., and bcIMC (WCBAF REKYN) Investment Corporation, Caddo TIG Newco L.P., Caddo Investors Holdings 1 LLC, Highland Floating Rate Opportunities Fund, NexPoint Strategic Opportunities Fund, NexPoint Real Estate Strategies Fund, and JAWS Capital, LP (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Current Report on Form 8-K filed September 12, 2018)

~~10.46^~~

Asset Management Agreement, dated July 6, 2018, between Creek Pine REIT, LLC, Crown Pine Realty 1, Inc. and CatchMark TRS Creek Management, LLC (incorporated by reference to Exhibit 10.2 to Amendment No. 1 to the Current Report on Form 8-K filed on September 12, 2018)

21.1*

~~Subsidiaries of the Company~~

23.1*

Consent of Deloitte & Touche LLP

23.2*23.2

Consent of Deloitte & Touche LLP

31.1*31.1

Certification of the Principal Executive Officer of the Company, pursuant to Securities Exchange Act Rule 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

~~Exhibit~~
~~Number~~

~~Description~~

31.2

31.2*

Certification of the Principal Financial Officer of the Company, pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*32.1

Statement of the Principal Executive Officer and Principal Financial Officer of the Company, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1*99.1

~~Audited~~ Financial Statements of TexMark Timber Treasury, L.P. as of and for the period from January 1, 2021 through October 14, 2021 (unaudited) and the years ended December 31, ~~2018~~2020 and 2019 (audited)

101.INS*101.INS

XBRL Instance Document

101.SCH*101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL*101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)

~~Filed herewith.~~

Filed herewith.

Management contract or compensatory plan or arrangement.

~~Confidential treatment requested as to portions~~Portions of ~~the exhibit. Confidential materials~~this exhibit have been omitted ~~and filed separately with the SEC.~~for confidential treatment.

(b) See (a) 3 above.


~~ITEM 16.~~	~~FORM 10-K SUMMARY~~

ITEM 16. FORM 10-K SUMMARY

None.

SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized this1^st3rd day of March ~~2019.~~

2022.

CATCHMARK TIMBER TRUST, INC.

(Registrant)

Date:

March ~~1, 2019~~3, 2022

By:

/s/ ~~JERRY BARAG~~BRIAN M. DAVIS

~~Jerry Barag~~Brian M. Davis
Chief Executive Officer and President

Signature

Title

Date

/s/ BRIAN M. DAVIS

Chief Executive Officer, President and Director

March 3, 2022

Brian M. Davis

(Principal Executive Officer)

~~Signature~~/s/ URSULA GODOY-ARBELAEZ

~~Title~~

~~Date~~

~~/S/ JERRY BARAG~~

Chief ~~Executive~~Financial Officer, ~~President, and Director~~

~~March 1, 2019~~

~~Jerry Barag~~

~~(Principal Executive Officer)~~

~~/S/ BRIAN M. DAVIS~~

Senior Vice President and ~~Chief Financial Officer~~Treasurer

March ~~1, 2019~~3, 2022

~~Brian M. Davis~~Ursula Godoy-Arbelaez

(Principal Financial Officer and Principal Accounting Officer)

/~~S/ WILLIS J. POTTS, JR.~~s/ DOUGLAS D. RUBENSTEIN

Chairman of the Board

March ~~1, 2019~~3, 2022

~~Willis J. Potts, Jr.~~

~~/S/ DONALD S. MOSS~~

~~Independent Director~~

~~March 1, 2019~~

~~Donald S. Moss~~

~~/S/ DOUGLAS D. RUBENSTEIN~~

~~Independent Director~~

~~March 1, 2019~~

Douglas D. Rubenstein

/~~S/ HENRY G. ZIGTEMA~~s/ TIM E. BENTSEN

Independent Director

March ~~1, 2019~~3, 2022

~~Henry G. Zigtema~~Tim E. Bentsen

/S/s/ JAMES M. DECOSMO

Independent Director

March 3, 2022

James M. DeCosmo

/s/ PAUL S. FISHER

Independent Director

March ~~1, 2019~~3, 2022

Paul S. Fisher

/S/s/ MARY E. MCBRIDE

Independent Director

March ~~1, 2019~~3, 2022

Mary E. McBride

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Financial Statements		Page

~~Financial Statements~~	~~Page~~

Reports of Independent Registered Public Accounting Firm	F- 2

Consolidated Balance Sheets as of December 31, ~~2018~~202 1 and ~~2017~~20 20		F- 4 5

Consolidated Statements of Operations for the Years Ended December 31, 202 1 , 20 20 and 201~~8, 2017 and 2016~~9		F- 5 6

Consolidated Statements of Comprehensive Income (Loss ) for the Years Ended December 31, 202 1 , 20 20 and 201~~8, 2017 and 2016~~9		F- 6 7

Consolidated Statements of ~~Stockholders’~~ Equity for the Years Ended December 31, 202 1 , 20 20 and 201~~8, 2017 and 2016~~9		F- 7 8

Consolidated Statements of Cash Flows for the Years Ended December 31, 202 1 , 20 20 and 201~~8, 2017 and 2016~~9		F- 8 9

Notes to Consolidated Financial Statements		F- 9 10

F - 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of CatchMark Timber Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CatchMark Timber Trust, Inc. and subsidiaries (the "Company") as of December 31, ~~2018~~2021 and ~~2017,~~2020, the related consolidated statements of operations, comprehensive ~~loss, stockholders'~~income (loss), equity, and cash flows, for each of the three years in the period ended December 31, ~~2018,~~2021, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2018~~2021 and ~~2017,~~2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2018,~~2021, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, ~~2018,~~2021, based on criteria established in Internal Control -— Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March ~~1, 2019,~~3, 2022, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Depletion of Timber — Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company recognizes depletion expense as timber is harvested utilizing the straight-line method. Under the straight-line method, depletion rates are established at least annually for each product-type within each region by dividing the merchantable timber inventory book value by the merchantable timber inventory volumes, as measured in tons. Depletion expense is then determined by applying the applicable depletion rate to each ton of timber harvested during the period. The determination of depletion rates requires management to estimate standing merchantable inventory volumes, including the annual volumes of timber growth and the annual volumes of premerchantable timber that have become merchantable. The Company recognized depletion expense of $23.7 million during the year ended December 31, 2021 and the carrying value of the Company’s Timber and timberlands, net, totaled $466.1 million as of December 31, 2021.

F - 2

We identified the Company’s determination of the standing merchantable timber inventory volumes utilized in the depletion rate calculations to be a critical audit matter given the level of estimation required in determining the merchantable volumes utilized in the calculations. Given the level of estimation, the audit procedures to assess the reasonableness of management’s estimates and assumptions related to the annual volumes of timber growth and the annual volumes of premerchantable timber that have become merchantable involved a high degree of auditor judgement and an increased extent of effort.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the standing merchantable timber inventory volumes, including the annual volumes of timber growth and the annual volumes of premerchantable timber that have become merchantable, that are utilized in the depletion rate calculations included the following, among others:

a.We tested the effectiveness of management’s controls over the determination of the depletion rates, including those controls over the determination of the annual volumes of timber growth and annual volumes of premerchantable timber that have become merchantable.

b.We assessed the reasonableness of depletion expense by analyzing the 2021 depletion rates compared to prior year amounts and the 2021 depletion expense as a percentage of timber sales.

c.We developed an independent expectation of 2021 depletion expense based on prior year depletion rates and current year volumes of timber harvested and compared our expectation to recorded depletion expense.

d.We assessed the reasonableness of the total standing merchantable timber inventory volumes per-acre as of the date that the depletion rates were determined by comparing the amounts to published industry data and prior year amounts.

e.We selected a sample of depletion rate calculations and performed the following:

i.Evaluated whether management consistently determined the standing merchantable timber inventory volume for each product-type within each region by reviewing the methodology for each calculation.

ii.Assessed the reasonableness of the annual growth rates by comparing the amounts to published industry data.

iii.Assessed the reasonableness of the annual volume of pre-merchantable timber that became merchantable by comparing the amounts to published industry data.

/s/ ~~DELOITTE~~Deloitte & ~~TOUCHE~~Touche LLP

Atlanta, GA

March ~~1, 2019~~3, 2022

We have served as the ~~Company’s~~Company's auditor since 2005.

F - 3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of CatchMark Timber Trust, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of CatchMark Timber Trust, Inc. and subsidiaries (the “Company”) as of December 31, ~~2018,~~2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2018,~~2021, based on criteria established in Internal Control -— Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, ~~2018,~~2021, of the Company and our report dated March ~~1, 2019,~~3, 2022, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ ~~DELOITTE~~Deloitte & ~~TOUCHE~~Touche LLP

Atlanta, GA

March ~~1, 2019~~

3, 2022

F - 4

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except for per-share amounts)


	December 31,
	2021		2020
Assets:
Cash and cash equivalents	$	22,963	$	11,924
Accounts receivable	5,436		8,333
Prepaid expenses and other assets	6,294		5,878
Operating lease right-of-use asset (Note 7)	2,527		2,831
Deferred financing costs	2,606		167
Timber assets (Note 3):
Timber and timberlands, net	466,130		576,680
Intangible lease assets	1		5
Investments in unconsolidated joint ventures (Note 4)	1,353		1,510
Total assets	$	507,310	$	607,328

Liabilities:
Accounts payable and accrued expenses	$	3,677	$	4,808
Operating lease liability (Note 7)	2,707		2,988
Other liabilities	18,683		32,130
Notes payable and lines of credit, net of deferred financing costs (Note 5)	298,247		437,490
Total liabilities	323,314		477,416

Commitments and Contingencies (Note 7)	—		—

Stockholders’ Equity:
Class A common stock, $0.01 par value; 900,000 shares authorized; 48,888 and 48,765 shares issued and outstanding as of December 31, 2021 and 2020, respectively	489		488
Additional paid-in capital	729,960		728,662
Accumulated deficit and distributions	(537,477)		(572,493)
Accumulated other comprehensive loss	(11,217)		(27,893)
Total stockholders’ equity	181,755		128,764
Noncontrolling Interests (Note 8)	2,241		1,148
Total equity	183,996		129,912
Total liabilities and equity	$	507,310	$	607,328

December 31,
2018 2017
Assets:
Cash and cash equivalents $ 5,614
$ 7,805
Accounts receivable 7,355
4,575
Prepaid expenses and other assets 7,369
5,436
Deferred financing costs 327
403
Timber assets (Note 3):
Timber and timberlands, net 687,851
710,246
Intangible lease assets, less accumulated amortization of $945 and $941 as of December 31, 2018 and 2017, respectively 12
16
Investments in unconsolidated joint ventures (Note 4) 96,244
11,677
Total assets $ 804,772
$ 740,158

Liabilities:
Accounts payable and accrued expenses $ 4,936
$ 4,721
Other liabilities 5,940
2,969
Notes payable and lines of credit, less net deferred financing costs (Note 5) 472,240
330,088
Total liabilities 483,116
337,778

Commitments and Contingencies (Note 7) —
—

Stockholders’ Equity:
Class A common stock, $0.01 par value; 900,000 shares authorized; 49,127 and 43,425 shares issued and outstanding as of December 31, 2018 and 2017, respectively 492
434
Additional paid-in capital 730,416
661,222
Accumulated deficit and distributions (409,260 ) (261,652 )
Accumulated other comprehensive income 8
2,376
Total stockholders’ equity 321,656
402,380
Total liabilities and stockholders’ equity $ 804,772
$ 740,158

See accompanying notes.

F - 5

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except for per-share amounts)


	Year Ended December 31,
	2021		2020		2019
Revenues:
Timber sales	$	72,467	$	72,344	$	72,557
Timberland sales	14,090		15,642		17,572
Asset management fees	11,475		12,184		11,948
Other revenues	4,129		4,120		4,632
	102,161		104,290		106,709
Expenses:
Contract logging and hauling costs	30,172		30,103		31,129
Depletion	23,729		29,112		28,064
Cost of timberland sales	9,664		12,290		15,067
Forestry management expenses	6,982		6,892		6,691
General and administrative expenses	13,452		16,225		13,300
Land rent expense	292		447		524
Other operating expenses	6,006		7,577		6,460
	90,297		102,646		101,235

Other income (expense):
Interest income	2		51		204
Interest expense	(12,679)		(15,123)		(18,616)
Gain on large dispositions	24,208		1,274		7,961
	11,531		(13,798)		(10,451)

Income (loss) before unconsolidated joint ventures and income taxes	23,395		(12,154)		(4,977)
Income (loss) from unconsolidated joint ventures (Note 4)	683		(4,726)		(89,471)
Gain on sale of unconsolidated joint venture interests	35,000		—		—
Income (loss) before income taxes	59,078		(16,880)		(94,448)
Income tax (expense) benefit (Note 12)	(675)		(658)		1,127
Net income (loss)	58,403		(17,538)		(93,321)
Net income (loss) attributable to noncontrolling interests (Note 8)	141		(30)		—
Net income (loss) attributable to common stockholders	$	58,262	$	(17,508)	$	(93,321)

Weighted-average common shares outstanding — basic	48,420		48,816		49,038
Income (loss) per share — basic	$	1.20	$	(0.36)	$	(1.90)

Weighted-average common shares outstanding — diluted	48,481		48,816		49,038
Income (loss) per share — diluted	$	1.20	$	(0.36)	$	(1.90)

Years Ended December 31,
2018 2017 2016
Revenues:
Timber sales $ 69,455
$ 71,353
$ 65,035
Timberland sales 17,520
14,768
12,515
Asset management fees 5,603
108
—
Other revenues 5,279
5,066
4,305
97,857
91,295
81,855
Expenses:
Contract logging and hauling costs 31,469
31,108
25,918
Depletion 25,912
29,035
28,897
Cost of timberland sales 13,512
10,423
10,405
Forestry management expenses 6,283
6,758
6,092
General and administrative expenses 12,425
11,660
9,309
Land rent expense 660
621
625
Other operating expenses 6,303
5,264
5,017
96,564
94,869
86,263
Operating income (loss) 1,293
(3,574 ) (4,408 )

Other income (expense):
Interest income 262
113
44
Interest expense (16,255 ) (11,187 ) (6,706 )
(15,993 ) (11,074 ) (6,662 )

Loss before large dispositions and joint ventures (14,700 ) (14,648 ) (11,070 )
Gain (loss) on large dispositions (390 ) —
—
Income (loss) from unconsolidated joint ventures (106,917 ) 1,138
—
Net loss $ (122,007 ) $ (13,510 ) $ (11,070 )

Weighted-average common shares outstanding
—basic and diluted 47,937
39,751
38,830

Net loss per share - basic and diluted $ (2.55 ) $ (0.34 ) $ (0.29 )

See accompanying notes.

F - 6

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(in thousands)


	Year Ended December 31,
	2021		2020		2019
Net income (loss)	$	58,403	$	(17,538)	$	(93,321)
Other comprehensive income (loss):
Market value adjustment to interest rate swaps	16,708		(19,645)		(8,284)
Comprehensive income (loss)	75,111		(37,183)		(101,605)
Comprehensive income (loss) attributable to noncontrolling interests	32		(28)		—
Comprehensive income (loss) attributable to common stockholders	$	75,079	$	(37,155)	$	(101,605)

Years Ended December 31,
2018 2017 2016
Net loss $ (122,007 ) $ (13,510 ) $ (11,070 )
Other comprehensive income (loss):
Market value adjustment to interest rate swaps (2,368 ) 629
3,167
Comprehensive loss $ (124,375 ) $ (12,881 ) $ (7,903 )

See accompanying notes.

F - 7

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF ~~STOCKHOLDERS’~~ EQUITY

(in thousands, except for per-share amounts)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit and Distributions		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balance, December 31, 2018	49,127	$	492	$	730,416	$	(409,260)	$	8	$	321,656	$	—	$	321,656
Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes	210	2		1,858		—		—		1,860		565		2,425
Dividends on common stock ($0.54 per share)	—	—		—		(26,266)		—		(26,266)		—		(26,266)
Distributions to noncontrolling interests	—	—		—		—		—		—		(3)		(3)
Repurchase of common stock	(329)	(4)		(3,000)		—		—		(3,004)		—		(3,004)
Net loss	—	—		—		(93,321)		—		(93,321)		—		(93,321)
Other comprehensive loss	—	—		—		—		(8,284)		(8,284)		—		(8,284)
Balance, December 31, 2019	49,008	$	490	$	729,274	$	(528,847)	$	(8,276)	$	192,641	$	562	$	193,203
Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes	118	1		2,006		—		—		2,007		769		2,776
Dividends on common stock ($0.54 per share)	—	—		—		(26,138)		—		(26,138)		—		(26,138)
Distributions to noncontrolling interests	—	—		—		—		—		—		(125)		(125)
Repurchase of common stock	(361)	(3)		(2,618)		—		—		(2,621)		—		(2,621)
Net loss	—	—		—		(17,508)		—		(17,508)		(30)		(17,538)
Other comprehensive loss	—	—		—		—		(19,617)		(19,617)		(28)		(19,645)
Balance, December 31, 2020	48,765	$	488	$	728,662	$	(572,493)	$	(27,893)	$	128,764	$	1,148	$	129,912
Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes	123	1		1,298		—		—		1,299		1,000		2,299
Dividends on common stock ($0.48 per share)	—	—		—		(23,246)		—		(23,246)		—		(23,246)
Distributions to noncontrolling interests	—	—		—		—		—		—		(80)		(80)
Net income	—	—		—		58,262		—		58,262		141		58,403
Other comprehensive income	—	—		—		—		16,676		16,676		32		16,708
Balance, December 31, 2021	48,888	$	489	$	729,960	$	(537,477)	$	(11,217)	$	181,755	$	2,241	$	183,996

Class A
Common Stock Additional
Paid-In
Capital Accumulated
Deficit and Distributions Accumulated Other Comprehensive Income (Loss) Total
Stockholders’
Equity
Shares Amount
Balance, December 31, 2015 38,975
$ 390
$ 607,409
$ (195,341 ) $ (1,420 ) $ 411,038
Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes 131
1
1,524
—
$ —
1,525
Dividends on common stock ($0.53 per share) —
—
—
(20,382 ) $ —
(20,382 )
Repurchase of common stock (309 ) (3 ) (3,205 ) —
$ —
(3,208 )
Net loss —
—
—
(11,070 ) —
(11,070 )
Other comprehensive income —
—
—
—
3,167
3,167
Balance, December 31, 2016 38,797
$ 388
$ 605,728
$ (226,793 ) $ 1,747
$ 381,070
Issuance of common stock pursuant to:
Equity offering 4,600
46
56,764
—
—
56,810
LTIP, net of forfeitures and amounts withheld for income taxes 125
1
2,474
—
—
2,475
Stock issuance cost (2,709 ) (2,709 )
Dividends on common stock ($0.54 per share) —
—
—
(21,349 ) —
(21,349 )
Repurchase of common stock (97 ) (1 ) (1,035 ) —
—
(1,036 )
Net loss —
—
—
(13,510 ) —
(13,510 )
Other comprehensive income —
—
—
—
629
629
Balance, December 31, 2017 43,425
$ 434
$ 661,222
$ (261,652 ) $ 2,376
$ 402,380
Issuance of common stock pursuant to:
Equity offering 5,750
58
72,392
—
—
72,450
LTIP, net of forfeitures and amounts withheld for income taxes 50
1
1,341
—
—
1,342
Stock issuance cost —
—
(3,537 ) —
—
(3,537 )
Dividends on common stock ($0.54 per share) —
—
—
(25,601 ) —
(25,601 )
Repurchase of common stock (98 ) (1 ) (1,002 ) —
—
(1,003 )
Net loss —
—
—
(122,007 ) —
(122,007 )
Other comprehensive loss —
—
—
—
(2,368 ) (2,368 )
Balance, December 31, 2018 49,127
$ 492
$ 730,416
$ (409,260 ) $ 8
$ 321,656

See accompanying notes.

F - 8

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended December 31,
	2021		2020		2019
Cash Flows from Operating Activities:
Net income (loss)	$	58,403	$	(17,538)	$	(93,321)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion	23,729		29,112		28,064
Basis of timberland sold, lease terminations and other	9,325		13,606		14,964
Stock-based compensation expense	2,904		3,836		2,790
Noncash interest expense	2,448		3,053		1,559
Noncash lease expense	21		36		53
Other amortization	153		166		174
Gain on large dispositions	(24,208)		(1,274)		(7,961)
(Income) loss from unconsolidated joint ventures	(683)		4,726		89,471
Gain on sale of unconsolidated joint venture interests	(35,000)		—		—
Operating distributions from unconsolidated joint ventures	683		274		978
Deferred income tax expense (benefit)	470		658		(1,127)
Interest paid under swaps with other-than-insignificant financing element	5,772		4,328		115
Changes in assets and liabilities:
Accounts receivable	1,920		(1,340)		(1,473)
Prepaid expenses and other assets	(208)		(120)		256
Accounts payable and accrued expenses	(865)		916		(1,309)
Other liabilities	2,305		16		(291)
Net cash provided by operating activities	47,169		40,455		32,942

Cash Flows from Investing Activities:
Timberland acquisitions and earnest money paid	—		—		(1,973)
Capital expenditures (excluding timberland acquisitions)	(4,908)		(5,527)		(4,178)
Proceeds from sale of (investments in) unconsolidated joint ventures	35,000		(5,000)		—
Distributions from unconsolidated joint ventures	157		455		3,830
Net proceeds from large dispositions	106,763		20,863		25,151
Net cash provided by investing activities	137,012		10,791		22,830

Cash Flows from Financing Activities:
Repayments of notes payable	(142,705)		(20,850)		(20,064)
Proceeds from notes payable	—		5,000		—
Financing costs paid	(422)		(1,031)		(82)
Interest paid under swaps with other-than-insignificant financing element	(5,772)		(4,328)		(115)
Dividends/distributions paid	(23,326)		(26,263)		(26,269)
Repurchase of common shares	(311)		(2,285)		(3,004)
Repurchase of common shares for minimum tax withholding	(606)		(1,052)		(365)
Net cash used in financing activities	(173,142)		(50,809)		(49,899)
Net change in cash and cash equivalents	11,039		437		5,873
Cash and cash equivalents, beginning of period	11,924		11,487		5,614
Cash and cash equivalents, end of period	$	22,963	$	11,924	$	11,487

Years Ended December 31,
2018 2017 2016
Cash Flows from Operating Activities:
Net loss $ (122,007 ) $ (13,510 ) $ (11,070 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion 25,912
29,035
28,897
Basis of timberland sold, lease terminations and other 13,053
10,112
10,089
Stock-based compensation expense 2,689
2,786
1,724
Noncash interest expense 2,612
1,094
954
Other amortization 210
176
139
Loss (income) from unconsolidated joint ventures 106,917
(1,138 ) —
Operating distributions from unconsolidated joint ventures 3,771
—
—
Loss from large dispositions 390
—
—
Changes in assets and liabilities:
Accounts receivable (3,449 ) (1,208 ) (1,201 )
Prepaid expenses and other assets (260 ) 160
(224 )
Accounts payable and accrued expenses 122
279
1,141
Other liabilities (164 ) (367 ) 400
Net cash provided by operating activities 29,796
27,419
30,849

Cash Flows from Investing Activities:
Timberland acquisitions and earnest money paid (91,821 ) (52,260 ) (141,570 )
Capital expenditures (excluding timberland acquisitions) (4,571 ) (5,617 ) (3,195 )
Investment in unconsolidated joint ventures (200,000 ) (10,539 ) —
Distributions from unconsolidated joint ventures 4,744
—
—
Net proceeds from large dispositions 79,134
—
—
Net cash used in investing activities (212,514 ) (68,416 ) (144,765 )

Cash Flows from Financing Activities:
Proceeds from notes payable 289,000
304,119
143,500
Repayment of notes payable (148,000 ) (292,156 ) (2,846 )
Financing costs paid (1,434 ) (3,674 ) (1,866 )
Issuance of common stock 72,450
56,810
—
Dividends paid to common stockholders (25,601 ) (21,349 ) (20,382 )
Repurchase of common shares under the share repurchase program (1,003 ) (1,036 ) (3,208 )
Repurchase of common shares for minimum tax withholdings (1,348 ) (311 ) (199 )
Other offering costs paid (3,537 ) (2,709 ) —
Net cash provided by financing activities 180,527
39,694
114,999
Net change in cash and cash equivalents (2,191 ) (1,303 ) 1,083
Cash and cash equivalents, beginning of period 7,805
9,108
8,025
Cash and cash equivalents, end of period $ 5,614
$ 7,805
$ 9,108

See accompanying notes.

F - 9

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, ~~2018, 2017,~~2021, 2020, AND ~~2016~~2019


1.	~~Organization~~

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 ~~99.99%~~99.76% of its ~~common partnership units.~~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 ~~the remaining~~ 0.01% of its ~~common partnership units.~~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~~wholly-owned subsidiary of CatchMark Timber OP in ~~2006,~~2006. CatchMark TRS is ~~our~~a taxable REIT subsidiary. Unless otherwise noted, references herein to ~~CatchMark~~“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.

F - 10

Table of Contents

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 ~~refunds~~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 ~~as such balances, or portions thereof, become uncollectible.~~based on expected losses. As of December 31, ~~2018,~~2021, the accounts receivable balance included ~~$3.3~~$3.4 million of estimated patronage ~~refunds~~dividends due from ~~our~~CatchMark's lenders, which ~~we expect~~it expects to receive in March ~~2019, and $2.8 million of asset management fees from the Triple T Joint Venture, which was received in January 2019.~~2022. See Note 5 — Notes ~~Payable~~payable and ~~Lines~~lines of ~~Credit~~ credit for further information regarding the patronage ~~refunds and~~ ~~Note 4 – Unconsolidated Joint Ventures~~ ~~for further information regarding asset management fees earned from the Triple T Joint Venture.~~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 ~~term loans and the multi-draw term facility~~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 ~~the revolving~~ credit ~~facility~~facilities that did not have outstanding balances are presented as an asset on the accompanying consolidated balance sheets.

For further information regarding CatchMark's ~~credit agreements,~~Amended Credit Agreement, outstanding balance of debt and associated deferred financing costs, please refer to Note 5 –— Notes ~~Payable~~payable and ~~Lines~~lines of ~~Credit~~credit.CatchMark recognized amortization of deferred financing costs for the years ended December 31, ~~2018, 2017,~~2021, 2020, and ~~2016~~2019 of ~~approximately $2.6~~$1.5 million, $1.4 million, and $1.0 million, ~~and $0.9 million, respectively,~~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 isare 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 ~~remaining~~ merchantable timber inventory book value by ~~current~~the merchantable timber inventory ~~volume. Management believes that the straight-line method is preferable as it is based on the actual costs recorded and actual merchantable timber~~ volume, as measured in tons. Depletion expense is then determined by applying the applicable depletion rate to each ton of timber harvested during the ~~date that~~period.

F - 11

Table of Contents

Assets Held for Sale

CatchMark generally considers assets to be held for sale at the ~~depletion rates are determined.~~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 ~~the~~its timber assets ~~in which CatchMark has an ownership interest~~ 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, ~~that suggest that the carrying amounts of timber assets may not be recoverable,~~ CatchMark assesses the recoverability of ~~these~~its timber assets by determining whether ~~the~~their carrying value ~~will be recovered through~~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 ~~asset and its eventual disposition. Impairment~~assets' carrying value exceeds the Recoverable Amount, impairment losses would be recognized ~~for (i) long-lived assets used in CatchMark’s operations when~~as the difference between the assets' carrying ~~value of such assets exceeds~~values and the ~~undiscounted cash flows~~ estimated ~~to be generated from the future operations of those assets, and (ii) long-lived assets held for sale when the carrying value of such assets exceeds an amount equal to their~~ fair ~~value less selling costs.~~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 ~~present value~~sum of ~~undiscounted~~discounted cash flows, including estimated salvage ~~value. CatchMark intends to use one~~value, using data from 1 harvest cycle for the purpose of evaluating the recoverability of timber and timberlands used in its operations. Future cash flow estimates are based on discounted probability-weighted projections for a range of possible outcomes. CatchMark considers assets to be held for sale at the point at which a sale contract is executed and the buyer has made a non-refundable earnest money deposit against the contracted purchase price.cycle. CatchMark has determined that there has been no impairment of its ~~long-lived~~timber assets ~~to date.~~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,~~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

F - 12

Table of Contents

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

~~Effective January 1, 2018, CatchMark adopted~~

Pursuant to ASU 2014-09, Revenue from Contracts with Customers (Topic 606),a new revenue recognition model that supersedes most revenue recognition guidance under GAAP. Under this ASU and subsequently issued amendments, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that it expects to receive for the goods or services. CatchMark adopted ASU 2014-09 and its amendments using the modified retrospective method. Management performed a comprehensive evaluation of the impact of the new standard across all revenue streams and determined that the timing of revenue recognition and its classification in CatchMark’s consolidated financial statements remain substantially unchanged; however, additional disclosures are required.

Prior to the adoption, CatchMark's revenue from the sale of timber was recognized when the following criteria were met: (i) persuasive evidence of an agreement existed, (ii) legal ownership and the risk of loss were transferred to the purchaser, (iii) price and quantity were determinable, and (iv) collectability was reasonably assured. Under the new standard, 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

F - 13

Table of Contents

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 ~~asset management fees.~~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 ~~amount~~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 ~~due~~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, which generally occurs at closing.~~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.

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 ~~large~~ 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 ~~our~~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

F - 14

Table of Contents

above the land's timber production value. Such ~~large~~ 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 ~~may or may~~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 ~~have~~ a ~~higher or better use than timber production or result~~discontinued operation be accounted for on a net basis and included in ~~a price premium above the land's timber production value.~~ 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~~measured by the fair value of the respective award on the date of grant or modification. ~~Expenses are~~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~~exercised and the related proceeds are then used to repurchase common shares. ~~Basic and~~The following table provides the reconciliation of CatchMark's basic weighted-average common shares to diluted ~~earnings (loss) per share were~~weighted-average common shares for the ~~same for all periods presented.~~ 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, ~~2018, CatchMark~~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 ~~the impact of outstanding RSUs~~ from the ~~weighted-average shares~~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 ~~calculation,~~during the years ended December 31, 2020 and 2019 were anti-dilutive as ~~their impact was anti-dilutive. If these securities were not anti-dilutive, weighted-average shares outstanding would be 81,000 shares higher than reported.~~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.~~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

F - 15

Table of Contents

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. During the year ended December 31, 2018, CatchMark made a material investment in the Triple T Joint Venture, significantly expanded its investment management business by entering into an asset management agreement to manage the day-to-day operations of the Triple T Joint Venture, completed its first large disposition and began to publicly disclose its primary operating performance measure, Adjusted EBITDA, by source. As such, CatchMark has aggregated those operating segments into ~~three~~3 reportable segments: Harvest, Real Estate and Investment Management. See Note 15 -— Segment Information for additional information.

~~Reclassification~~

Certain prior period amounts have been reclassified to conform with the current period's financial statement presentation. Within revenues on the accompanying statements of operations, for the year ended December 31, 2017, asset management fees have been reclassified out of other revenues in the amount of $0.1 million.

Recent Accounting Pronouncements

In ~~February 2016,~~March 2020, the FASB issued ASU ~~2016-02,~~ ~~Leases~~2020-04, Reference Rate Reform (Topic ~~842). The new standard establishes a right-of-use ("ROU") model~~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 ~~requires a lessee~~reference LIBOR or another reference rate expected to ~~record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will~~ be ~~classified as either finance or operating, with classification affecting the pattern~~discontinued because of ~~expense recognition in the income statement.~~reference rate reform if certain criteria are met. In January ~~2018,~~2021, the FASB issued ASU ~~2018-01, Leases~~2021-01, Reference Rate Reform (Topic ~~842):~~ ~~Land Easement Practical Expedient for Transition to Topic 842,~~ ~~to address concerns about~~848), which refines the ~~costs and complexity of complying with the transition provision of the new lease requirements under ASU 2016-02~~. ~~The amendments in ASU 2018-01 permit an entity to elect an optional transition practical expedient to not evaluate under Topic 842 its land easements that exist or expired before its adoption~~scope of Topic ~~842 that were not previously accounted~~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 ~~leases under Topic 840.~~ 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 ~~July 2018,~~October 2021, the FASB issued ASU ~~2018-10,~~ ~~Codification Improvements to Topic 842, Leases~~2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, ~~to further improve existing guidance; and ASU 2018-11,~~ ~~Leases (Topic 842)~~: ~~Targeted Improvements,~~ ~~to provide entities with relief from the costs of implementing certain aspects of ASU 2016-02. The standard~~which requires ~~a modified retrospective transition approach, but allows the~~acquiring entities to recognize ~~a cumulative-effect adjustment to the opening balance of retained earnings~~and measure contract assets and contract liabilities in the period of adoption rather than in the earliest comparative period presented. ASU 2016-02 and its subsequent updates are effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. CatchMark anticipates recognizing a right of use asset and lease liability of approximately $3.4 million for its corporate office lease. CatchMark anticipates using both of the practical expedients.

~~In January 2017, the FASB issued ASU 2017-01,~~ ~~Clarifying the Definition of a Business, which provides a more narrow definition of~~ a business combination. This ASU is intended to ~~be used in determining~~improve the accounting ~~treatment of an acquisition, and, as~~for acquired revenue contracts with customers in a ~~result, certain acquisitions that previously may have qualified as~~ business combinations will be treated as asset acquisitions. For asset acquisitions, acquisition costs may be capitalized and purchase price may be allocated on a relative fair value basis. ASU 2017-01 was effective prospectively for CatchMark on January 1, 2018. The adoption of ASU 2017-01 did not have a material impact on CatchMark's consolidated financial statements and related disclosures.

~~In May 2017, the FASB issued ASU 2017-09,~~ ~~Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.~~ ASU 2017-09 provides guidance about which changes to the terms and conditions of a share-based payment award requires an entity to apply modification accounting under Topic 718. This update clarifies the definition of “modification of terms and conditions” in order to reduce thecombination 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 ~~cost and complexity when applying Topic 718. Under~~acquirer. The amendments in this ASU 2017-09, modification accounting is required only if the fair value, the vesting conditions, or the classification of the award changes as a result of the changes to an award’s terms or conditions. ASU 2017-09 wasare effective for fiscal years beginning after December 15, ~~2017. The adoption did not have a material impact on CatchMark’s consolidated financial statements and related disclosures.~~

~~In August 2017, the FASB issued ASU 2017-12,~~ ~~Targeted Improvements to Accounting for Hedging Activities (Topic 815),~~ ~~which amends the hedge accounting recognition and presentation requirements in ASC 815, "Derivatives and Hedging." In October 2018, the FASB issued ASU 2018-16,~~ ~~Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes~~. ASU 2017-12 expands an entity's ability to hedge nonfinancial and financial risk components and reduces the complexity in fair value hedges of interest rate risk. It eliminates the requirement to separately measure and report hedge ineffectiveness and requires the entire change in the fair value of a hedging instrument to be presented in the same income statement line as the hedged item when the hedged item affects earnings. The amendments in ASU 2018-16 permit use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. CatchMark adopted ASU 2017-12 on January 1, 2018 and ASU 2018-16 on January 1, 2019. These adoptions did not have a material effect on CatchMark's consolidated financial statements.

~~In June 2018, the FASB issued ASU 2018-07,~~ ~~Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,~~ which expands the scope of ASC 718 to include share-based payments granted to non-employees in exchange for goods or services used or consumed in an entity’s own operations. This guidance aligns the measurement and classification for share-based payments to non-employees with the guidance for share-based payments to employees, with certain exceptions. ASU 2018-07 is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods therein.2022. CatchMark is currently assessing the impact ASU ~~2018-07~~2021-08 will have on its consolidated financial statements.

~~On July 16, 2018, the FASB issued ASU 2018-09,~~ ~~Codification Improvements.~~ The amendments in this update represent changes to clarify the ASC, correct unintended application of guidance, or make minor improvements to the ASC that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. Some of the amendments make the ASC easier to understand and easier to apply by eliminating inconsistencies, providing needed clarifications, and improving the presentation of guidance in the ASC. ASU 2018-09 is effective for public entities for fiscal years beginning after December 15, 2018, and interim periods therein. CatchMark is currently assessing the impact ASU 2018-09 will have on its consolidated financial statements.

3.Timber Assets

~~In August 2018, the FASB issued ASU 2018-13,~~ ~~Fair Value Measurement (Topic 820)~~: ~~Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement,~~ which added new disclosure requirements, eliminated and modified existing disclosure requirements on fair value measurement to improve the effectiveness of ASC 820. ASU 2018-13 is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. CatchMark is currently assessing the impact ASU 2018-13 will have on its consolidated financial statements.

~~In October 2018, the FASB issued ASU 2018-17,~~ ~~Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities,~~ ~~which~~reduces the cost and complexity of financial reporting associated with consolidation of VIEs. This guidance supersedes the private company alternative for common control leasing arrangements issued in 2014 and expands it to all qualifying common control arrangements. ASU 2018-17 is effective for public entities for fiscal years beginning after December 15, 2019, and interim periods therein. CatchMark is currently assessing the impact ASU 2018-17 will have on its consolidated financial statements.


3.	~~Timber Assets~~

As of December 31, ~~2018~~2021 and ~~2017,~~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

F - 16

Table of Contents


	As of December 31, 2018							As of December 31, 2020
(in thousands)	Gross		Accumulated Depletion or Amortization		Net		(in thousands)	Gross		Accumulated Depletion or Amortization		Net
Timber	$	345,972	$	25,912	$	320,060	Timber	$	278,361	$	29,112	$	249,249
Timberlands	367,488		—		367,488		Timberlands	327,089		—		327,089
Mainline roads	954		651		303		Mainline roads	1,176		834		342
Timber and timberlands	$	714,414	$	26,563	$	687,851	Timber and timberlands	$	606,626	$	29,946	$	576,680

As of December 31, 2017
(in thousands) Gross
Accumulated
Depletion or
Amortization
Net
Timber $ 332,253
$ 29,035
$ 303,218
Timberlands 406,284
—
406,284
Mainline roads 1,349
604
744
Timber and timberlands $ 739,886
$ 29,639
$ 710,246

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, ~~2018, 2017~~2021, 2020, and ~~2016,~~2019, CatchMark ~~acquired approximately 18,100~~sold 7,500 acres, ~~19,600~~9,300 acres, and ~~81,900~~9,200 acres of timberland, respectively, for ~~approximately $89.7~~$14.1 million, ~~$51.6~~$15.6 million, and ~~$141.0 million, respectively, excluding closing costs. Acreage acquired by state is listed below:~~

Acres Acquired In ⁽¹⁾:
2018 2017
2016 ⁽²⁾
South
Alabama —
—
4,500
Georgia —
15,000
13,500
South Carolina —
4,600
63,900
—
19,600
81,900
Pacific Northwest
Oregon 18,100
—
—
Total 18,100
19,600
81,900

⁽¹⁾~~Represents CatchMark's wholly-owned acreage only; excludes ownership interest in acreage acquired by joint ventures.~~

⁽²⁾ ~~Includes 8,300 acres of timberland previously held in leasehold interest in Georgia.~~

~~Timberland Sales~~

During the years ended December 31, 2018, 2017, and 2016, CatchMark sold approximately 8,500 acres, 7,700 acres, and 7,300 acres of timberland, respectively, for approximately $17.5 million, $14.8 million, and $12.5$17.6 million, respectively. CatchMark’s cost basis in the timberland sold was ~~approximately $12.4~~$8.9 million, ~~$9.9~~$11.4 million, and ~~$9.7~~$14.1 million, respectively.

Large Dispositions

~~On November 30, 2018,~~During the year ended December 31, 2021, CatchMark completed 2 large dispositions, including 1 in the ~~sale of approximately 56,100~~U.S. South and 1 in the Pacific Northwest. In the U.S. South, CatchMark sold 5,000 acres of its wholly-owned timberlands ~~located~~ in ~~Texas and Louisiana (the "Southwest Property")~~Georgia for ~~approximately $79.3~~$7.5 million. CatchMark's cost basis in

was $6.6 million and CatchMark recognized a gain of $0.8 million. Of the Southwest Property was approximately $79.5 million. CatchMark retained approximately 202,000 tons of merchantable inventory (49% sawtimber / 51% pulpwood) to be harvested over the next 18 to 24 months. Thetotal net proceeds, ~~received from this large disposition~~$7.3 million was used to pay down ~~$79.0 million of~~ 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:

F - 17

Table of Contents


Acres Sold In:	2018	2017	2016
South
Acres Sold In (1):				Acres Sold In (1):	2021	2020	2019
Timberland Sales				Timberland Sales
Alabama	1,500	2,300	600	Alabama	2,000	2,600	800
Florida	—	—	600	Florida	500	1,500	—
Georgia	2,300	5,000	6,100	Georgia	4,900	2,800	1,000
Louisiana	20,900	400	—
North Carolina	1,000	—	—	North Carolina	—	100	500
South Carolina	3,300	—	—	South Carolina	100	2,000	6,900
Texas	35,600	—	—
Tennessee				Tennessee	—	300	—
					7,500	9,300	9,200
Large Dispositions				Large Dispositions
Alabama				Alabama	—	—	2,100
Georgia				Georgia	5,000	14,400	12,300
Oregon				Oregon	18,100	—	—
					23,100	14,400	14,400

Total	64,600	7,700	7,300	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, ~~2018,~~2021, CatchMark directly owned interests in ~~approximately 463,100~~369,700 acres of timberlands in the U.S. South, ~~and the Pacific Northwest, approximately 432,900~~355,900 acres of which were fee-simple interests and ~~approximately 30,200~~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~~CatchMark's wholly-owned acreage ~~only; excludes ownership interest in acreage held by joint ventures.~~only.

4. Unconsolidated Joint Ventures

As of December 31, ~~2018,~~2020 and 2019, CatchMark owned interests in ~~two~~2 joint ventures with unrelated parties: the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture (each as defined and described below).

As of December 31, 2018
Dawsonville Bluffs Joint Venture Triple T Joint Venture
Ownership percentage 50.0% 21.6 %
⁽¹⁾
Acreage owned by the joint venture 5,000 1,099,800

Merchantable timber inventory (million tons) 0.3 42.9
⁽²⁾
Location Georgia Texas

⁽¹⁾~~Represents our share of total partner capital contributions.~~

⁽²⁾The Triple T Joint Venture considers inventory to be merchantable at age 12. Merchantable timber inventory includes growth and adjustments identified during the annual recruise of the Triple T Timberlands.

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

~~On July 6,~~During 2018, CatchMark ~~entered into a limited partnership agreement for~~formed TexMark Timber Treasury, L.P., a Delaware limited partnership (the ~~“Triple~~"Triple T Joint ~~Venture”~~Venture"), with a consortium of institutional investors (the ~~“Preferred Investors”~~"Preferred Investors") to acquire 1.1 million acres of high-quality East Texas industrial timberlands (the “Triple T Timberlands”), ~~including BTG Pactual Timberland Investment Group, Highland Capital Management, Medley Management Inc.~~for $1.39 billion (the “Acquisition Price”), ~~and British Columbia Investment Management Corporation.~~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 in the Triple T Joint Venture.~~interest. CatchMark, through a separate wholly-owned and consolidated subsidiary, iswas the sole general partner of the Triple T Joint Venture. ~~The Preferred Investors~~

On June 24, 2020, CatchMark invested ~~$725.9~~an additional $5.0 million of equity on the same terms and conditions as its existing investment in the Triple T Joint Venture equal to 78.4% of the total equity contributions. The Triple T Joint Venture limited partnership agreement provides for a term of five years (extendable, subject to certain approvals, to seven and ten years), a preferred return of 10.25%in connection with amendments to the ~~Preferred Investors~~joint venture agreement and ~~a complete return of their equity contribution; a subsequent preferred return of 10.25%~~asset management agreement. The amended asset management agreement increased the asset management fee payable to CatchMark ~~and~~as described below in Asset Management Fees. The amended joint venture agreement

F - 18

Table of Contents

increased the 10.25% cumulative return ~~of CatchMark's equity contribution; and, finally, participation by CatchMark and~~on the Preferred ~~Investors~~Investors’ interests in remaining distributions in percentages equal to 30%/70%, respectively, until the Preferred Investors have received an internal rate of return of 12.5% and then 50%/50% or, alternatively, 80%/20%, respectively, to the extent the Preferred Investors received a return of their equity contributions prior to the second anniversary of the effective date of the limited partnership agreement, entitling the Preferred Investors to early repayment premiums.

~~Also on July 6, 2018,~~ the Triple T Joint ~~Venture completed an acquisition~~Venture’s subsidiary REIT by 0.5% per quarter, subject to a maximum increase of ~~1.1~~2.0% and subject to decreases in other circumstances. The proceeds of CatchMark’s additional $5.0 million acres of high-quality East Texas industrial timberlands (the “Triple T Timberlands”), for approximately $1.39 billion (the “Acquisition Price”), exclusive of transaction costs. The Acquisition Price, transaction costs, and working capital were funded by $925.9investment, along with the proceeds from $140.0 million of ~~equity contributions from~~borrowings under the Triple T Joint ~~Venture partners and~~Venture’s secured, non-recourse credit facility, were used to make a ~~$600~~payment of $145.0 million ~~seven~~-~~year term loan made pursuant~~to GP in connection with an amendment to a ~~credit~~wood supply agreement ~~dated July 6, 2018,~~ between the Triple T Joint Venture's subsidiaries and affiliates and the lenders. Borrowings under the term loan bear interest at one-month LIBOR plus a margin determined based upon a LTV ratio and are secured by the assets of the Triple T Joint Venture and ~~its subsidiaries.~~GP.

CatchMark ~~funded its $200.0 million equity contribution with borrowings under its multi-draw term facility (see~~ ~~Note 5 — Notes Payable and Lines of Credit), including $30.0 million borrowed for an earnest money deposit made in May 2018 and $170.0 million borrowed on July 5, 2018.~~

~~CatchMark uses~~used the equity method to account for its investment in the Triple T Joint Venture since it ~~does~~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 ~~does~~did not possess the first characteristic of a primary beneficiary described in GAAP. CatchMark appointed ~~three~~3 common board members of the Triple T Joint Venture, including its Chief Executive Officer, Chief ~~Financial~~Resources Officer and ~~Senior~~ Vice President ~~of Forest Resources,~~- Acquisitions, which ~~provides~~provided CatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it iswas 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 ~~provides~~provided for liquidation rights and distribution priorities that ~~are~~were significantly different from CatchMark's stated ownership percentage based on total equity contributions. The Preferred Investors are entitled to a minimum 10.25% cumulative return on their equity contributions, plus a complete return of their equity contributions before any distributions may be made on CatchMark’s common limited partnership interest. As such, CatchMark ~~uses~~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 ~~applies~~applied HLBV using a balance sheet approach. A calculation iswas 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 ~~(as valued~~(at book value in accordance with GAAP) on that date and distribute the ~~cash~~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, iswas CatchMark's income or loss from the Triple T Joint Venture for the period.

~~Condensed balance sheet information for~~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 asand the preferred limited partners of ~~December 31, 2018 is as follows:~~

As of
(in thousands) December 31, 2018
Triple T Joint Venture:
Total assets $ 1,607,413
Total liabilities $ 754,610
Total equity $ 852,803
CatchMark:
Carrying value of investment $ 90,450

~~Condensed income statement information for~~ the Triple T Joint Venture ~~from July 6, 2018 (inception) to December 31, 2018 is as follows:~~

From Inception through
(in thousands) December 31, 2018
Triple T Joint Venture:
Total revenues $ 56,977
Operating loss $ (7,900 )
Net loss $ (20,646 )
CatchMark:
Equity share of net loss $ (109,550 )

~~Condensed statement~~for the redemption of ~~cash flow information for~~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 ~~July 6, 2018 (inception)~~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, ~~2018 is~~2020 and 2019, as ~~follows:~~

From Inception through
(in thousands) December 31, 2018
Triple T Joint Venture:
Net cash used in operating activities $ (8,982 )
Net cash used in investing activities $ (1,413,082 )
Net cash provided by financing activities $ 1,461,364
Net change in cash and cash equivalents $ 39,300
Cash and cash equivalents, beginning of period $ —
Cash and cash equivalents, end of period $ 39,300

~~CatchMark's~~determined under Rule 1-02(w) of Regulation S-X. The Triple T Joint Venture was determined not to be a significant equity ~~share~~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's net loss determined using~~Venture for the ~~HLBV method is calculated~~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 ~~follows:~~an exhibit under Rule 3-09 of Regulation S-X.

(in thousands)
Triple T Joint Venture:
Total equity as of December 31, 2018 $ 852,803
Preferred Investors:
Equity in Triple T Joint Venture, beginning balance $ 725,866

Minimum preferred return as of December 31, 2018 $ 36,487

HLBV distribution as of December 31, 2018 $ 762,353
CatchMark:
Equity in Triple T Joint Venture as of December 31, 2018 $ 90,450
Equity in Triple T Joint Venture, beginning balance $ 200,000
Equity share of Triple T Joint Venture's net loss $ (109,550 )

Dawsonville Bluffs Joint Venture

~~In April~~During 2017, CatchMark entered into a limited liability agreement for Dawsonville Bluffs, LLC (the “Dawsonville Bluffs Joint Venture”) with MPERS. The Dawsonville Bluffs Joint Venture acquired a portfolio of 11,000 acres of commercial timberlands located in North Georgia for an aggregate purchase price of $20.0 million, exclusive of transaction costs. CatchMark owns a 50% membership interest informed the Dawsonville Bluffs Joint Venture with MPERS, and ~~MPERS~~each owns ~~the remaining~~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.

F - 19

Table of Contents

As of December 31, 2021, the Dawsonville Bluffs Joint Venture had 2 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

Year Ended December 31,
(in thousands) 2018 2017
Dawsonville Bluffs Joint Venture:
Total assets $ 12,164
$ 24,014
Total liabilities $ 575
$ 660
Total equity $ 11,589
$ 23,354
CatchMark:
Carrying value of investment $ 5,795
$ 11,677

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

Year Ended December 31,
(in thousands) 2018 2017
Dawsonville Bluffs Joint Venture:
Total Revenues $ 14,852
$ 4,886
Net Income $ 5,267
$ 2,275
CatchMark:
Equity share of net income (loss) $ 2,634
$ 1,138

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

Year Ended December 31,
(in thousands) 2018 2017
Dawsonville Joint Venture:
Net cash provided by operating activities $ 13,388
$ 4,645
Net cash used in investing activities $ —
$ (20,348 )
Net cash (used in) provided by financing activities $ (17,032 ) $ 21,078
Net change in cash and cash equivalents $ (3,644 ) $ 5,375
Cash and cash equivalents, beginning of period $ 5,375
$ —
Cash and cash equivalents, end of period $ 1,731
$ 5,375

For the ~~year~~years ended December 31, ~~2018,~~2021, 2020, and 2019, CatchMark received cash distributions of ~~$8.5~~$0.8 million, $0.7 million and $4.8 million, respectively, from the Dawsonville Bluffs Joint ~~Venture, $3.8 million of which was~~Venture. CatchMark classified these distributions received as ~~operating~~return on investment up to its cumulative equity earnings and any remaining distributions ~~and $4.7 million was classified~~ as return of ~~capital in the investing section of the accompanying consolidated statement of cash flows. No cash distributions were received for the year ended December 31, 2017.~~capital.

Asset Management Fees

During the years ended December 31, 2021, 2020 and 2019, CatchMark ~~provides~~provided asset management services to the Dawsonville Joint Venture and to the Triple T Joint Venture ~~and the Dawsonville Bluffs Joint Venture.~~through October 14, 2021. Under these arrangements, CatchMark ~~oversees~~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 Triple T Joint Venture, CatchMark receives a fee equal to 1% per annum, subject to reduction and deferment in certain circumstances, of the Acquisition Price multiplied by 78.4%, which represents the percentage of the total equity contributions made to the Triple T Joint Venture by the Preferred Investors.

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.

F - 20

Table of Contents

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, ~~2018~~2021, 2020, and ~~2017,~~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

(in thousands) 2018 2017
Triple T Joint Venture ⁽¹⁾
$ 5,496
$ —
Dawsonville Bluffs Joint Venture $ 107
$ 108
$ 5,603
$ 108


⁽¹⁾	~~Includes approximately $0.2 million of reimbursements of compensation costs for the year ended December 31, 2018.~~


5.	~~Notes Payable and Lines of Credit~~

Amended Credit Agreement

As of December 31, ~~2018 and 2017,~~2021, 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 2018 2017
Term Loan A-1 12/23/2024 LIBOR + 1.75% 4.25% $ 100,000
$ 100,000
Term Loan A-2 12/01/2026 LIBOR + 1.90% 4.41% 100,000
118,809
Term Loan A-3 12/01/2027 LIBOR + 2.00% 4.51% 68,619
118,810
Term Loan A-4 08/22/2025 LIBOR + 1.70% 4.09% 140,000
—
Multi-Draw Term Facility 12/01/2024 LIBOR + 2.20% 4.65% 70,000
—
Total Principal Balance $ 478,619
$ 337,619
Less: Net Unamortized Deferred Financing Costs
$ (6,379 ) $ (7,531 )
Total $ 472,240
$ 330,088


⁽¹⁾	~~Represents weighted-average interest rate as of December 31, 2018. 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 refunds.~~

~~Credit Agreement Amendment~~

~~CatchMark is~~was party to a credit agreementdated 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 ~~“2018 Amended~~“Amended Credit Agreement”), with a syndicate of lenders including ~~CoBank.~~CoBank, which serves as the administrative agent. The 2018 Amended Credit Agreement expanded the total borrowing capacity by $75 million to $643.6 million, added a new $140.0 million seven-year term loan (the “Term A-4 Loan”) to replace existing debt, and reduced the capacity under the seven-year multi-draw term credit facility from $265.0 million to $200.0 million. The 2018 Amended Credit Agreement provides for borrowing under credit facilities consisting of the following:

•a ~~continuation of~~ $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”);.

~~a reduced $200.0 million seven-year multi-draw term credit facility (the “Multi-Draw~~

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”);~~

~~a continuation of a $100.0 million ten-year term loan (the “Term Loan A-1”);~~

~~a continuation of a $100.0 million nine-year term loan (the ��~~Facility and Term Loan ~~A-2”);~~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.

~~a continuation~~

F - 21

Table of ~~a $68.6 million ten-year term loan (the “Term Loan A-3”);~~Contents

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.

~~a new $140.0 million seven-year term loan (the "Term Loan A-4").~~

As of December 31, ~~2018, $165.0~~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 ~~remained available~~ 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 ~~CatchMark's~~its credit facilities, consisting of ~~$130.0~~$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, ~~2022.~~2027.

The Multi-Draw Term Facility may be used to finance ~~timber~~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 ~~credit agreement~~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,

F - 22

Table of Contents

intellectual property, bank accounts and investment property. In addition, ~~the~~these obligations ~~under the credit agreement~~ are jointly and severally guaranteed by CatchMark and all of its subsidiaries pursuant to the terms of the ~~credit agreement.~~Amended Credit Agreement. CatchMark has also agreed to guarantee certain losses caused by certain willful acts of CatchMark or its subsidiaries.

Patronage ~~Refunds~~Dividends

CatchMark is eligible to receive annual patronage ~~refunds~~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 ~~refund~~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 ~~refunds~~dividend received, 75% was received in cash and 25% was received in equity of the Patronage Banks. ~~The eligibility remains~~For each of the ~~same under the 2018 Amended~~

~~Credit Agreement. Therefore, CatchMark accrues patronage refunds it expects to receive based on actual patronage refunds received as a percentage of its weighted-average eligible debt balance. As of~~years ended December 31, ~~2018, 2017,~~2021, 2020, and ~~2016,~~2019, CatchMark accrued ~~approximately $3.3~~$3.4 million ~~$2.7~~, $3.6 million, and ~~$2.3~~$3.8 million, respectively, as patronage ~~refunds~~dividends receivable on its consolidated balance sheets and as an offset against interest expense on its consolidated ~~statement~~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, ~~2018~~2021 and ~~2017, CatchMark recorded~~2020, the following balances related to the patronage ~~refunds~~dividend program were included on ~~its~~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

(in thousands) As of
Patronage refunds classified as: December 31, 2018 December 31, 2017
Accounts receivable $ 3,323
$ 2,694
Prepaid expenses and other assets ⁽¹⁾
1,499
831
Total $ 4,822
$ 3,525

⁽¹⁾Represents ~~25% of~~ cumulative patronage ~~refunds~~dividends received ~~to date~~ as equity ofin the Patronage Banks.

Debt Covenants

~~CatchMark's credit agreement~~The Amended Credit Agreement contains, among others, the following financial ~~covenants:~~covenants which:

•limit the LTV Ratio to ~~(i)~~no greater than 50% at any ~~time prior to the last day of the fiscal quarter corresponding to December 1, 2021, and (ii) 45% at any time thereafter;~~time;

•require maintenance of a FCCR of not less than 1.05:~~1; and~~

~~require maintenance of a minimum liquidity balance of no less than $25.0 million~~1:00 at any time; and

•limit the ~~aggregated~~aggregate capital expenditures to no greater than 1% of the value of the timberlands during any fiscal year.

The ~~2018~~ 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 ~~credit agreement and its minimum liquidity balance, after giving effect to the payment, is at least $25 million.~~Amended Credit Agreement. However, if CatchMark has suffered a bankruptcy event or a change of control, the ~~credit agreement~~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. ~~Restrictions in CatchMark’s credit agreements in the past have restricted CatchMark's ability to pay cash distributions to its stockholders.~~ The ~~2018~~ 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 ~~its amended credit agreement~~the Amended Credit Agreement as of December 31, ~~2018.~~2021.

~~Interests~~Interest Paid and Fair Value of Outstanding Debt

During the years ended December 31, ~~2018~~,~~2017,~~2021,2020, and ~~2016,~~2019, CatchMark made the following cash interest payments on its borrowings:

F - 23

Table of Contents


								Year Ended December 31,
(in thousands)	2018		2017		2016		(in thousands)	2021		2020		2019
Cash paid for interest	$	15,816	$	11,412	$	7,119	Cash paid for interest	$	8,346	$	11,619	$	20,399



x☒						Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, ~~2018~~2021
						or
o☐						Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ~~For~~for the ~~Period~~transition period from ______ to _______.

	~~20-3536671~~
Maryland		20-3536671
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)
5 Concourse Parkway, Suite 2650, Atlanta, GA		30328
(Address of principal executive offices)		(Zip Code)



Title of each class	Trading Symbol	Name of exchange on which registered
Class A Common Stock, $0.01 Par Value Per Share	CTT	New York Stock Exchange



~~AFM~~		~~American Forestry Management, Inc.~~
~~AgFirst~~		~~Agfirst Farm Credit Bank~~
~~ASC~~		~~Accounting Standards Codification~~
~~ASU~~		~~Accounting Standards Update~~
~~CoBank~~		~~CoBank, ACB~~
~~Code~~		~~Internal Revenue Code~~
~~EBITDA~~		~~Earnings from Continuing Operations before Interest, Taxes, Depletion, and Amortization~~
~~FASB~~		~~Financial Accounting Standards Board~~
~~FCCR~~		~~Fixed Charge Coverage Ratio~~
~~FRC~~		~~Forest Resource Consultants, Inc.~~
~~GAAP~~		~~Generally Accepted Accounting Principles in the United States~~
~~HBU~~		~~Higher and Better Use~~
~~HLBV~~		~~Hypothetical Liquidation at Book Value~~
IP		~~International Paper Company~~
~~IPO~~		~~Initial Listed Public Offering~~
~~IRS~~		~~Internal Revenue Service~~
~~LIBOR~~		~~London Interbank Offered Rate~~
~~LTV~~		~~Loan-to-Value~~
~~MBF~~		~~Thousand Board Feet~~
~~MPERS~~		~~Missouri Department of Transportation & Patrol Retirement System~~
~~NCREIF~~		~~National Council of Real Estate Investment Fiduciaries~~
~~NYSE~~		~~New York Stock Exchange~~
~~Rabobank~~		~~Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.~~
~~REIT~~		~~Real Estate Investment Trust~~
~~RSU~~		~~Restricted Stock Unit~~
~~SEC~~		~~Securities and Exchange Commission~~
~~SFI~~		~~Sustainable Forest Initiative~~
~~TRS~~		~~Taxable REIT Subsidiary~~
~~TSR~~		~~Total Shareholder Return~~
~~U.S.~~		~~United States~~
~~VIE~~		~~Variable Interest Entity~~
~~WestRock~~		~~WestRock Company (formerly known as MeadWestvaco Corporation)~~


AFM						American Forestry Management, Inc.
ASC						Accounting Standards Codification
ASU						Accounting Standards Update
CoBank						CoBank, ACB
Common Stock						Class A common stock, $0.01 par value per share of CatchMark Timber Trust, Inc.
Common Unit						Common partnership unit of CatchMark Timber Operating Partnership, L.P.
Code						Internal Revenue Code
EBITDA						Earnings from Continuing Operations before Interest, Taxes, Depletion, and Amortization
FASB						Financial Accounting Standards Board
FCCR						Fixed Charge Coverage Ratio
FRC						Forest Resource Consultants, Inc.
GAAP						Generally Accepted Accounting Principles in the United States
GP						Georgia-Pacific WFS LLC
HBU						Higher and Better Use
HLBV						Hypothetical Liquidation at Book Value
IP						International Paper Company
IRS						Internal Revenue Service
LIBOR						London Interbank Offered Rate
LTIP						Long-Term Incentive Plan
LTIP Unit						Limited partnership unit of CatchMark Timber Operating Partnership, L.P.
LTV						Loan-to-Value
MPERS						Missouri Department of Transportation & Patrol Retirement System
NYSE						New York Stock Exchange
Rabobank						Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.
REIT						Real Estate Investment Trust
ROU						Right-of-use
RSU						Restricted Stock Unit
SEC						Securities and Exchange Commission
SFI						Sustainable Forest Initiative
SOFR						Secured Overnight Financing Rate
SRP						Share Repurchase Program
TRS						Taxable REIT Subsidiary
TSR						Total Shareholder Return
U.S.						United States
VIE						Variable Interest Entity
WestRock						WestRock Company


	For the Year Ended December 31,							Year Ended December 31,
(in thousands)	2018		2017		2016		(in thousands)	2021		2020		2019
Harvest	$	74,734	$	76,419	$	69,340	Harvest	$	76,596	$	76,464	$	77,189
Real Estate	17,520		14,768		12,515		Real Estate	14,090		15,642		17,572
Investment Management	5,603		108		—		Investment Management	11,475		12,184		11,948
Total	$	97,857	$	91,295	$	81,855	Total	$	102,161	$	104,290	$	106,709



(in millions)	Tons
Merchantable timber inventory ⁽¹⁾	Fee	Lease	Total
Pulpwood	9.2	0.6	9.8
Sawtimber ⁽²⁾	9.6	0.4	10.0
Total	18.8	1.0	19.8



Period	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Average Price Paid per Share ⁽¹⁾		Maximum Number (Or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs⁽¹⁾
October 1 - October 31	98,459	$	10.16	$	18.7	million
November 1 - November 30	—	$	—	$	18.7	million
December 1 - December 31	—	$	—	$	18.7	million
Total	98,459



Capital expenditures-acquisitions⁽³⁾	$	91,821		$	52,260		$	141,570		$	75,793		$	237,527
Capital expenditures-other	$	4,571		$	5,617		$	3,195		$	2,668		$	906

	For the Year Ended December 31,
	2018			2017			2016			2015			2014
Selected Operating Data
Timber Sales Volume (tons) ⁽⁵⁾
Pulpwood	1,356,128			1,424,017			1,360,437			1,131,475			885,980
Sawtimber ⁽⁴⁾	816,717			927,191			867,055			708,764			479,460
Total	2,172,845			2,351,208			2,227,492			1,840,239			1,365,440

Delivered % as of total volume	80		%	74		%	64		%	60		%	70		%
Stumpage % as of total volume	20		%	26		%	36		%	40		%	30		%

Net Timber Sales Price ($ per ton) ⁽⁵⁾
Pulpwood	$	14		$	13		$	14		$	13		$	13
Sawtimber ⁽⁴⁾	$	24		$	24		$	24		$	26		$	24

Timberland Sales
Gross sales ('000)	$	17,520		$	14,768		$	12,515		$	11,845		$	10,650
Basis of timberland sold	$	12,380		$	9,890		$	9,728		$	8,886		$	5,072
Acres sold	8,500			7,700			7,300			6,400			3,800
% of fee acres	1.8%			1.7		%	1.7		%	1.7		%	1.4		%
Price per acre	$	2,064		$	1,924		$	1,718		$	1,849		$	2,832

Large Dispositions
Gross sales ('000)	$	79,301		$	—		$	—		$	—		$	—
Basis of timberland sold	$	79,524		$	—		$	—		$	—		$	—
Acres sold	56,100			—			—			—			—
Price per acre ⁽⁶⁾	$	1,414		$	—		$	—		$	—		$	—

Direct Timberland Acquisitions
Gross acquisitions	$	89,700		$	71,648		$	141,013		$	73,305		$	235,158
Acres acquired	18,100			30,600			81,900			42,900			121,600
Price per acre ($/acre)	$	4,956		$	2,341		$	1,721		$	1,709		$	1,934

Joint Venture Timberland Acquisitions ⁽¹⁾
Gross acquisitions	$	1,389,500		$	20,000		$	—		$	—		$	—
Acres acquired	1,099,800			11,031			—			—			—
Price per acre ($/acre)	$	1,263		$	1,813		$	—		$	—		$	—



(in thousands)	Payments Due by Period
Contractual Obligations	Total		2019		2020-2021		2022-2023		Thereafter
Debt obligations ^{(1) (2)}	$	478,619	$	—	$	—	$	—	$	478,619
Estimated interest on debt obligations^{(1) (2)}	143,020		20,637		41,297		40,998		40,088
Operating lease obligations	6,186		823		1,731		1,312		2,320
Other liabilities⁽³⁾	548		140		280		128		—
Total	$	628,373	$	21,600	$	43,308	$	42,438	$	521,027



	Years Ended December 31,						Change
	2018			2017			%
Timber sales volume (tons) ⁽¹⁾
Pulpwood	1,356,128			1,424,017			(5	)%
Sawtimber ⁽²⁾	816,717			927,191			(12	)%
	2,172,845			2,351,208			(8	)%

Harvest Mix ⁽¹⁾
Pulpwood	62		%	61		%
Sawtimber ⁽²⁾	38		%	39		%

Delivered % as of total volume	80		%	74		%
Stumpage % as of total volume	20		%	26		%

Net timber sales price (per ton) ^{(1) (3)}
Pulpwood	$	14		$	13		6	%
Sawtimber ⁽²⁾	$	24		$	24		—	%

Timberland sales
Gross sales (000's)	$	17,520		$	14,768
Sales volumes (acres)	8,500			7,700
% of fee acres	1.8		%	1.7		%
Sales price (per acre) ⁽⁴⁾	$	2,064		$	1,924

Large Dispositions
Gross sales (000's)	$	79,301		$	—
Sales volumes (acres)	56,100			$	—
Sales price (per acre) ⁽⁴⁾	$	1,414		$	—



	For the Year Ended December 31, 2017		Changes attributable to:					For the Year Ended December 31, 2018
(in thousands)	For the Year Ended December 31, 2017		Price/Mix		Volume ⁽³⁾			For the Year Ended December 31, 2018
Timber sales ⁽¹⁾
Pulpwood	$	37,432	$	933	$	(56	)	$	38,309
Sawtimber ⁽²⁾	33,921		381		(3,156		)	31,146
	$	71,353	$	1,314	$	(3,212	)	$	69,455



	For the Year Ended December 31, 2016		Changes attributable to:					For the Year Ended December 31, 2017
(in thousands)	For the Year Ended December 31, 2016		Price/Mix			Volume ⁽³⁾		For the Year Ended December 31, 2017
Timber sales ⁽¹⁾
Pulpwood	$	34,969	$	(773	)	$	3,236	$	37,432
Sawtimber ⁽²⁾	30,066		1,330			2,525		33,921
	$	65,035	$	557		$	5,761	$	71,353



	Class A Common Stock					Additional Paid-In Capital			Accumulated Deficit and Distributions			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Shares		Amount			Additional Paid-In Capital			Accumulated Deficit and Distributions			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balance, December 31, 2015	38,975		$	390		$	607,409		$	(195,341	)	$	(1,420	)	$	411,038
Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes	131		1			1,524			—			$	—		1,525
Dividends on common stock ($0.53 per share)	—		—			—			(20,382		)	$	—		(20,382		)
Repurchase of common stock	(309	)	(3		)	(3,205		)	—			$	—		(3,208		)
Net loss	—		—			—			(11,070		)	—			(11,070		)
Other comprehensive income	—		—			—			—			3,167			3,167
Balance, December 31, 2016	38,797		$	388		$	605,728		$	(226,793	)	$	1,747		$	381,070
Issuance of common stock pursuant to:
Equity offering	4,600		46			56,764			—			—			56,810
LTIP, net of forfeitures and amounts withheld for income taxes	125		1			2,474			—			—			2,475
Stock issuance cost						(2,709		)							(2,709		)
Dividends on common stock ($0.54 per share)	—		—			—			(21,349		)	—			(21,349		)
Repurchase of common stock	(97	)	(1		)	(1,035		)	—			—			(1,036		)
Net loss	—		—			—			(13,510		)	—			(13,510		)
Other comprehensive income	—		—			—			—			629			629
Balance, December 31, 2017	43,425		$	434		$	661,222		$	(261,652	)	$	2,376		$	402,380
Issuance of common stock pursuant to:
Equity offering	5,750		58			72,392			—			—			72,450
LTIP, net of forfeitures and amounts withheld for income taxes	50		1			1,341			—			—			1,342
Stock issuance cost	—		—			(3,537		)	—			—			(3,537		)
Dividends on common stock ($0.54 per share)	—		—			—			(25,601		)	—			(25,601		)
Repurchase of common stock	(98	)	(1		)	(1,002		)	—			—			(1,003		)
Net loss	—		—			—			(122,007		)	—			(122,007		)
Other comprehensive loss	—		—			—			—			(2,368		)	(2,368		)
Balance, December 31, 2018	49,127		$	492		$	730,416		$	(409,260	)	$	8		$	321,656



~~Maryland~~



	As of December 31, 2017
(in thousands)	Gross		Accumulated Depletion or Amortization		Net
Timber	$	332,253	$	29,035	$	303,218
Timberlands	406,284		—		406,284
Mainline roads	1,349		604		744
Timber and timberlands	$	739,886	$	29,639	$	710,246



Acres Acquired In ⁽¹⁾:	2018	2017	2016 ⁽²⁾
South
Alabama	—	—	4,500
Georgia	—	15,000	13,500
South Carolina	—	4,600	63,900
	—	19,600	81,900
Pacific Northwest
Oregon	18,100	—	—
Total	18,100	19,600	81,900



	As of
(in thousands)	December 31, 2018
Triple T Joint Venture:
Total assets	$	1,607,413
Total liabilities	$	754,610
Total equity	$	852,803
CatchMark:
Carrying value of investment	$	90,450



	From Inception through
(in thousands)	December 31, 2018
Triple T Joint Venture:
Total revenues	$	56,977
Operating loss	$	(7,900	)
Net loss	$	(20,646	)
CatchMark:
Equity share of net loss	$	(109,550	)



(in thousands)
Triple T Joint Venture:
Total equity as of December 31, 2018			$	852,803
Preferred Investors:
Equity in Triple T Joint Venture, beginning balance	$	725,866
Minimum preferred return as of December 31, 2018	$	36,487
HLBV distribution as of December 31, 2018			$	762,353
CatchMark:
Equity in Triple T Joint Venture as of December 31, 2018			$	90,450
Equity in Triple T Joint Venture, beginning balance			$	200,000
Equity share of Triple T Joint Venture's net loss			$	(109,550	)



(in thousands)	Maturity Date		Current Interest Rate⁽¹⁾	Outstanding Balance As of December 31,
Credit Facility	Maturity Date	Interest Rate	Current Interest Rate⁽¹⁾	2018			2017
Term Loan A-1	12/23/2024	LIBOR + 1.75%	4.25%	$	100,000		$	100,000
Term Loan A-2	12/01/2026	LIBOR + 1.90%	4.41%	100,000			118,809
Term Loan A-3	12/01/2027	LIBOR + 2.00%	4.51%	68,619			118,810
Term Loan A-4	08/22/2025	LIBOR + 1.70%	4.09%	140,000			—
Multi-Draw Term Facility	12/01/2024	LIBOR + 2.20%	4.65%	70,000			—
Total Principal Balance				$	478,619		$	337,619
Less: Net Unamortized Deferred Financing Costs				$	(6,379	)	$	(7,531	)
Total				$	472,240		$	330,088



(in thousands)	As of
Patronage refunds classified as:	December 31, 2018		December 31, 2017
Accounts receivable	$	3,323	$	2,694
Prepaid expenses and other assets ⁽¹⁾	1,499		831
Total	$	4,822	$	3,525



(in thousands)		Estimated Fair Value as of December 31,
Instrument Type	Balance Sheet Classification	2018			2017
Derivatives designated as hedging instruments:
Interest rate swaps	Prepaid expenses and other assets	$	3,643		$	2,935
Interest rate swaps	Other liabilities	$	(3,635	)	$	(559	)


(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		%



(dollars in thousands, except for per share amounts)	2018		2017		2016
Fully-vested shares granted	26,568		24,412		25,089
Weighted-average grant date fair value per share	$	12.42	$	11.47	$	12.04
Shares of restricted stock granted	—		—		—

Grant date fair value of fully vested stock granted in period	$	330	$	280	$	302
Grant date fair value of restricted stock vested in period	$	—	$	—	$	146
Cash used to repurchase common shares for minimum tax withholdings	$	53	$	59	$	66


	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



	Number of Underlying Shares		Weighted-Average Grant Date Fair Value
Unvested at December 31, 2017	278,633		$	11.05
Granted	175,729		$	10.60
Vested⁽¹⁾	(153,967	)	$	11.41
Forfeited	—		$	—
Unvested at December 31, 2018	300,395		$	10.60


⁽¹⁾	Includes 7,953 shares of accelerated vesting of Mr. Rasor's remaining 2015 Performance Awards previously scheduled to vest in January 2019, upon his resignation as Chief Operating Officer of CatchMark on July 6, 2018, the date Mr. Rasor was named President of the Triple T Joint Venture.



Grant date market price (November 29, 2018)	$	8.47
Weighted-average fair value per granted share	$	1.84
Assumptions:
Volatility	25.30		%
Expected term (years)	3.0
Risk-free interest rate	2.89		%



Grant date market price (May 2, 2017)	$	11.73
Assumptions:
Volatility	21.85		%
Expected term (years)	3.0
Dividend yield	4.6		%
Risk-free interest rate	1.57		%


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		%


	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


(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	$	—


	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


(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