UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, ~~2021~~2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to

Commission File Number 001-36239

CATCHMARK TIMBER TRUST, INC.

(Exact name of registrant as specified in its charter)


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)

(855) 858-9794

(Registrant’s telephone number, including area code)


N/A

(Former name, former address, and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer," “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☒

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the registrant’s common stock, as of May 2, ~~2021: 48,903,731 shares~~2022: 49,247,661 shares

Table of Contents

GLOSSARY


The following abbreviations or acronyms may be used in this document and shall have the adjacent meanings set forth below:

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 of 1986, as amended
EBITDA						Earnings before Interest, Taxes, Depletion, and Amortization
FASB						Financial Accounting Standards Board
FCCR						Fixed Charge Coverage Ratio
FRC						Forest Resource Consultants, Inc.
GAAP						U.S. Generally Accepted Accounting Principles
GP						~~Georgia-Pacific WFS LLC~~
HBU						Higher and Better Use
HLBV						Hypothetical Liquidation at Book Value
IP						International Paper Company
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
~~MBF~~						~~Thousand Board Feet~~
MPERS						Missouri Department of Transportation & Patrol Retirement System
NYSE						New York Stock Exchange
REIT						Real Estate Investment Trust
ROU						Right-of-Use
SEC						Securities and Exchange Commission
SRP						Share Repurchase Program
Triple T						TexMark Timber Treasury, L.P.
TRS						Taxable REIT Subsidiary
TSR						Total Shareholder Return
U.S.						United States
VIE						Variable Interest Entity
WestRock						WestRock Company

Table of Contents

FORM 10-Q

CATCHMARK TIMBER TRUST, INC.

TABLE OF CONTENTS

Page No.

PART I. FINANCIAL INFORMATION

Item 1.

Condensed Consolidated Financial Statements (unaudited)

Consolidated Balance Sheets as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021

Consolidated Statements of Operations for the Three Months Ended March 3 1 ~~, 202~~1 31, 2022 and 202021

Consolidated Statements of Comprehensive Income ~~Income (Loss~~)for the Three Months Ended March 3 1 ~~, 202~~1 31, 2022 and 202021

Consolidated Statements of Equity for the Three Months Ended March 3 1 ~~, 202~~1 31, 2022 and 202021

Consolidated Statements of Cash Flows for the Three Months Ended March 3 1 ~~, 202~~1 31, 2022 and 202021

Condensed Notes to Consolidated Financial Statements

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2623

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

3732

Item 4.

Controls and Procedures

3833

PART II. OTHER INFORMATION

Item 1.

Item 1A.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 6.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q of CatchMark Timber Trust, Inc. and subsidiaries (“CatchMark,” “we,” “our,” or “us”) may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, CatchMark, or its executive officers on CatchMark's behalf, may from time to time make forward-looking statements in other reports and documents CatchMark files with the SEC or in connection with written or oral statements made to the press, potential investors, or others. We intend for all such forward-looking statements to be covered by the applicable safe harbor provisions for forward-looking statements contained in the Securities Act and the Exchange Act.

Forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. Forward-looking statements are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward-looking information.

Forward-looking statements in this report, include, but are not limited to, that we manage our operations to generate predictable and stable cash flow from sustainable harvests, opportunistic land sales and asset management fees to provide recurring dividends to our stockholders throughout the business cycle;to: that we are ~~bolstered by~~seeking to expand our ~~delivered wood model and fiber supply agreements, which provide~~presence in superior mill markets where we already have strong local relationships, to strengthen our Harvest EBITDA while maintaining stable merchantable inventory per acre; that our strategic investment opportunities include direct acquisition of high-quality industrial timberland properties with a ~~steady source of demand~~target average transaction size ranging from ~~reliable counterparties; that COVID-19 and actions taken in response thereto could adversely impact our business~~$5 million to $50 million, and the ~~businesses~~development of ~~our unconsolidated joint ventures; that after our balance sheet strengthening in 2019~~new revenue-generating environmental initiatives such as wetlands mitigation banking, solar projects, and ~~2020, we believe we are well-positioned to weather additional economic turmoil;~~carbon sequestration; statements regarding anticipated property performance and ~~anticipated~~ growth in our portfolio; expected uses of cash generated from operations, debt financings and debt and equity offerings; expected sources and adequacy of capital resources and liquidity; our anticipated distribution policy; ~~change~~changes in depletion rates, merchantable timber book value and standing timber inventory volume; anticipated harvest volume and mix of harvest volume; and other factors that may lead to fluctuations in future net income (loss). Forward-looking statements in this report also relate to the Triple T Joint Venture (as defined herein), including the expected benefits of the amended wood supply agreement between the Triple T Joint Venture and GP, including market-based pricing on timber sales, increased reimbursement for extended haul distances, the ability for the Triple T Joint Venture to sell timber to other third parties, the increased ability to sell large timberland parcels to third-party buyers, and an extended term with optimized harvest volume obligations to enhance and preserve long-term asset value.

Forward-looking statements are based on currently available information and a number of assumptions involving judgments and are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from our historical experience and our present expectations. Such risks and uncertainties ~~related to us and the Triple T Joint Venture~~ include those discussed in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and our subsequent reports filed with the SEC. Accordingly, readers are cautioned not to rely on our forward-looking statements, which speak only as of the date that this report is filed with the SEC. We do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Table of Contents

PART I FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The information furnished in the accompanying consolidated balance sheets and related consolidated statements of operations, comprehensive income, ~~(loss),~~ equity, and cash flows reflects all adjustments, consisting solely of normal and recurring adjustments, that are, in management’s opinion, necessary for a fair and consistent presentation of the aforementioned financial statements.

The accompanying consolidated financial statements should be read in conjunction with the condensed notes to our consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021. Our results of operations for the three months ended March 31, ~~2021~~2022 are not necessarily indicative of the operating results expected for the full year.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except for per-share amounts)


	March 31, 2022		December 31, 2021
Assets:
Cash and cash equivalents	$	27,395	$	22,963
Accounts receivable	3,187		5,436
Prepaid expenses and other assets	9,179		6,294
Operating lease right-of-use asset (Note 7)	2,450		2,527
Deferred financing costs	2,444		2,606
Timber assets (Note 3):
Timber and timberlands, net	460,022		466,130
Intangible lease assets	1		1
Investments in unconsolidated joint ventures (Note 4)	1,755		1,353
Total assets	$	506,433	$	507,310

Liabilities:
Accounts payable and accrued expenses	$	2,773	$	3,677
Operating lease liability (Note 7)	2,632		2,707
Other liabilities	1,355		18,683
Notes payable and lines of credit, net of deferred financing costs (Note 5)	298,370		298,247
Total liabilities	305,130		323,314

Commitments and Contingencies (Note 7)	—		—

Stockholders’ Equity:
Class A Common stock, $0.01 par value; 900,000 shares authorized; 49,248 and 48,888 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	492		489
Additional paid-in capital	730,836		729,960
Accumulated deficit and distributions	(537,940)		(537,477)
Accumulated other comprehensive income (loss)	6,064		(11,217)
Total stockholders’ equity	199,452		181,755
Noncontrolling Interests	1,851		2,241
Total equity	201,303		183,996
Total liabilities and equity	$	506,433	$	507,310

March 31, 2021 December 31, 2020
Assets:
Cash and cash equivalents $ 12,656 $ 11,924
Accounts receivable 6,867 8,333
Prepaid expenses and other assets 6,646 5,878
Operating lease right-of-use asset (Note 7) 2,755 2,831
Deferred financing costs 147 167
Timber assets (Note 3):
Timber and timberlands, net 569,258 576,680
Intangible lease assets 4 5
Investments in unconsolidated joint ventures (Note 4) 2,124 1,510
Total assets $ 600,457 $ 607,328
Liabilities:
Accounts payable and accrued expenses $ 5,387 $ 4,808
Operating lease liability (Note 7) 2,919 2,988
Other liabilities 15,787 32,130
Notes payable and lines of credit, net of deferred financing costs (Note 5) 437,754 437,490
Total liabilities 461,847 477,416
Commitments and Contingencies (Note 7) 0 0
Stockholders’ Equity:
Class A Common stock, $0.01 par value; 900,000 shares authorized; 48,904 and 48,765 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively 489 488
Additional paid-in capital 728,616 728,662
Accumulated deficit and distributions (579,580) (572,493)
Accumulated other comprehensive loss (12,238) (27,893)
Total stockholders’ equity 137,287 128,764
Noncontrolling Interests 1,323 1,148
Total equity 138,610 129,912
Total liabilities and equity $ 600,457 $ 607,328

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except for per-share amounts)


		Three Months Ended March 31,					Three Months Ended March 31,
		2021		2020			2022		2021
Revenues:	Revenues:					Revenues:
Timber sales	Timber sales	$	20,149	$	18,166	Timber sales	$	17,723	$	20,149
Timberland sales	Timberland sales	3,357		4,779		Timberland sales	6,070		3,357
Asset management fees	Asset management fees	3,118		2,975		Asset management fees	2,179		3,118
Other revenues	Other revenues	1,062		1,052		Other revenues	970		1,062
		27,686		26,972			26,942		27,686
Expenses:	Expenses:					Expenses:
Contract logging and hauling costs	Contract logging and hauling costs	8,731		7,277		Contract logging and hauling costs	6,341		8,731
Depletion	Depletion	7,725		6,941		Depletion	4,149		7,725
Cost of timberland sales	Cost of timberland sales	2,155		3,422		Cost of timberland sales	4,337		2,155
Forestry management expenses	Forestry management expenses	1,887		1,834		Forestry management expenses	1,625		1,887
General and administrative expenses	General and administrative expenses	3,600		7,267		General and administrative expenses	3,969		3,600
Land rent expense	Land rent expense	113		124		Land rent expense	80		113
Other operating expenses	Other operating expenses	1,713		1,636		Other operating expenses	1,249		1,713
		25,924		28,501			21,750		25,924

Other income (expense):	Other income (expense):					Other income (expense):
Interest income	Interest income	1		46		Interest income	3		1
Interest expense	Interest expense	(2,928)		(3,957)		Interest expense	(2,501)		(2,928)
Gain on large dispositions		0		1,279
		(2,927)		(2,632)			(2,498)		(2,927)

Loss before unconsolidated joint ventures		(1,165)		(4,161)
Income (loss) from unconsolidated joint ventures (Note 4)		614		(88)
Net loss		(551)		(4,249)
Net loss attributable to noncontrolling interest		(1)		0
Net loss attributable to common stockholders		$	(550)	$	(4,249)
Income (loss) before unconsolidated joint ventures						Income (loss) before unconsolidated joint ventures	2,694		(1,165)
Income from unconsolidated joint ventures (Note 4)						Income from unconsolidated joint ventures (Note 4)	490		614
Net income (loss)						Net income (loss)	3,184		(551)
Net income (loss) attributable to noncontrolling interest						Net income (loss) attributable to noncontrolling interest	8		(1)
Net income (loss) attributable to common stockholders						Net income (loss) attributable to common stockholders	$	3,176	$	(550)

Weighted-average common shares outstanding - basic and diluted		48,796		48,989
Weighted-average common shares outstanding - basic						Weighted-average common shares outstanding - basic	48,479		48,796
Income (loss) per share - basic						Income (loss) per share - basic	$	0.07	$	(0.01)

Net loss per common share - basic and diluted		$	(0.01)	$	(0.09)
Weighted-average common shares outstanding - diluted						Weighted-average common shares outstanding - diluted	48,479		48,796
Income (loss) per share - diluted						Income (loss) per share - diluted	$	0.07	$	(0.01)

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

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

(in thousands)

Three Months Ended March 31,
2021 2020
Net loss $ (551) $ (4,249)
Other comprehensive income (loss):
Market value adjustment to interest rate swaps 15,685 (24,478)
Comprehensive income (loss) 15,134 (28,727)
Comprehensive income (loss) attributable to noncontrolling interest 30 0
Comprehensive income (loss) attributable to common stockholders $ 15,104 $ (28,727)


	Three Months Ended March 31,
	2022		2021
Net income (loss)	$	3,184	$	(551)
Other comprehensive income:
Market value adjustment to interest rate swaps	17,323		15,685
Comprehensive income	20,507		15,134
Comprehensive income attributable to noncontrolling interest	42		30
Comprehensive income attributable to common stockholders	$	20,465	$	15,104

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED)

(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 Interest					Total Equity			Common Stock				Additional Paid-In Capital				Accumulated Deficit and Distributions				Accumulated Other Comprehensive Income (Loss)				Total Stockholders’ Equity				Noncontrolling Interest				Total Equity
		Shares	Amount																Shares					Amount
Balance, December 31, 2020		48,765	$	488	$	728,662	$	(572,493)	$	(27,893)			$	128,764			$	1,148					$	129,912
Balance, December 31, 2021																						Balance, December 31, 2021	48,888		$	489			$	729,960			$	(537,477)			$	(11,217)			$	181,755			$	2,241			$	183,996
Issuance of common stock pursuant to:	Issuance of common stock pursuant to:																					Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes	LTIP, net of forfeitures and amounts withheld for income taxes	139	1		(46)		—		—		(45)				174					129		LTIP, net of forfeitures and amounts withheld for income taxes	360		3		876				—				—				879				(431)				448
Dividends on common stock ($0.135 per share)		—	—		—		(6,537)		—		(6,537)				—					(6,537)
Dividends on common stock ($0.075 per share)																						Dividends on common stock ($0.075 per share)	—		—		—				(3,639)				—				(3,639)				—				(3,639)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—	—		—		—		—		—				(28)					(28)		Distributions to noncontrolling interest	—		—		—				—				—				—				(9)				(9)
Net loss		—	—		—		(550)		—		(550)				(1)					(551)
Net income																						Net income	—		—		—				3,176				—				3,176				8				3,184
Other comprehensive income	Other comprehensive income	—	—		—		—		15,655		15,655				30					15,685		Other comprehensive income	—		—		—				—				17,281				17,281				42				17,323
Balance, March 31, 2021		48,904	$	489	$	728,616	$	(579,580)	$	(12,238)	$	137,287			$	1,323				$	138,610
Balance, March 31, 2022																						Balance, March 31, 2022	49,248		$	492	$	730,836			$	(537,940)			$	6,064			$	199,452			$	1,851			$	201,303


		Common Stock			Additional Paid-In Capital		Accumulated Deficit and Distributions				Accumulated Other Comprehensive Income (Loss)					Total Stockholders’ Equity			Noncontrolling Interest				Total Equity			Common Stock				Additional Paid-In Capital		Accumulated Deficit and Distributions		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interest		Total Equity
		Shares	Amount												Shares						Amount
Balance, December 31, 2019		49,008	$	490					$	729,274			$	(528,847)				$	(8,276)			$	192,641			$	562	$	193,203
Balance, December 31, 2020																									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:	Issuance of common stock pursuant to:																								Issuance of common stock pursuant to:
LTIP, net of forfeitures and amounts withheld for income taxes	LTIP, net of forfeitures and amounts withheld for income taxes	91	1		215		—				—					216			691				907		LTIP, net of forfeitures and amounts withheld for income taxes	139		1		(46)		—		—		(45)		174		129
Dividends on common stock ($0.135 per share)	Dividends on common stock ($0.135 per share)	—	—		—		(6,564)				—					(6,564)			0				(6,564)		Dividends on common stock ($0.135 per share)	—		—		—		(6,537)		—		(6,537)		—		(6,537)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—	—		—		—				—					—			(84)				(84)		Distributions to noncontrolling interest	—		—		—		—		—		—		(28)		(28)
Repurchase of common stock		(352)	(4)		(2,550)		—				—					(2,554)			—				(2,554)
Net loss	Net loss	—	—		—		(4,249)				—					(4,249)			0				(4,249)		Net loss	—		—		—		(550)		—		(550)		(1)		(551)
Other comprehensive loss		—	—		—		—				(24,478)					(24,478)			0				(24,478)
Balance, March 31, 2020		48,747	$	487	$	726,939	$	(539,660)			$	(32,754)				$	155,012		$	1,169			$	156,181
Other comprehensive income																									Other comprehensive income	—		—		—		—		15,655		15,655		30		15,685
Balance, March 31, 2021																									Balance, March 31, 2021	48,904		$	489	$	728,616	$	(579,580)	$	(12,238)	$	137,287	$	1,323	$	138,610

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


	Three Months Ended March 31,
	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	3,184	$	(551)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion	4,149		7,725
Basis of timberland sold, lease terminations and other	4,040		1,966
Stock-based compensation expense	851		619
Noncash interest expense	390		585
Noncash lease expense	3		5
Other amortization	30		43
Income from unconsolidated joint venture	(490)		(614)
Operating distributions from unconsolidated joint venture	88		—
Interest paid under swaps with other-than-insignificant financing element	1,397		1,407
Changes in assets and liabilities:
Accounts receivable	2,062		489
Prepaid expenses and other assets	239		215
Accounts payable and accrued expenses	(856)		658
Other liabilities	(3,051)		(955)
Net cash provided by operating activities	12,036		11,592

Cash Flows from Investing Activities:
Capital expenditures (excluding timberland acquisitions)	(2,098)		(2,317)
Net cash used in investing activities	(2,098)		(2,317)

Cash Flows from Financing Activities:
Financing costs paid	(32)		(4)
Interest paid under swaps with other-than-insignificant financing element	(1,397)		(1,407)
Dividends/distributions paid	(3,648)		(6,565)
Repurchase of common shares	(26)		(78)
Repurchase of common shares for minimum tax withholding	(403)		(489)
Net cash used in financing activities	(5,506)		(8,543)
Net change in cash and cash equivalents	4,432		732
Cash and cash equivalents, beginning of period	22,963		11,924
Cash and cash equivalents, end of period	$	27,395	$	12,656

Three Months Ended March 31,
2021 2020
Cash Flows from Operating Activities:
Net loss $ (551) $ (4,249)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depletion 7,725 6,941
Basis of timberland sold, lease terminations and other 1,966 3,276
Stock-based compensation expense 619 1,872
Noncash interest expense 585 707
Noncash lease expense 5 10
Other amortization 43 41
Gain on large dispositions 0 (1,279)
(Income) loss from unconsolidated joint ventures (614) 88
Interest paid under swaps with other-than-insignificant financing element 1,407 340
Changes in assets and liabilities:
Accounts receivable 489 1,619
Prepaid expenses and other assets 215 359
Accounts payable and accrued expenses 658 2,576
Other liabilities (955) (1,042)
Net cash provided by operating activities 11,592 11,259
Cash Flows from Investing Activities:
Capital expenditures (excluding timberland acquisitions) (2,317) (2,712)
Distributions from unconsolidated joint ventures 0 400
Net proceeds from large dispositions 0 20,863
Net cash provided by (used in) investing activities (2,317) 18,551
Cash Flows from Financing Activities:
Repayment of notes payable 0 (20,850)
Financing costs paid (4) (30)
Interest paid under swaps with other-than-insignificant financing element (1,407) (340)
Dividends/distributions paid (6,565) (6,648)
Repurchase of common shares (78) (2,052)
Repurchase of common shares for minimum tax withholding (489) (965)
Net cash used in financing activities (8,543) (30,885)
Net change in cash and cash equivalents 732 (1,075)
Cash and cash equivalents, beginning of period 11,924 11,487
Cash and cash equivalents, end of period $ 12,656 $ 10,412

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, ~~2021~~2022 (UNAUDITED)

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 ~~99.81%~~99.76% of its Common ~~Units.~~Units, directly and indirectly through CatchMark LP Holder, LLC, ~~(“CatchMark LP Holder”),~~ a Delaware limited liability company and wholly-owned subsidiary of CatchMark Timber ~~Trust, is a limited partner of CatchMark Timber OP and owns 0.01% of its Common Units.~~Trust. The remaining ~~0.18%~~0.24% of CatchMark Timber OP’s ~~common units~~Common Units are owned by current and former officers and directors of CatchMark Timber Trust. In addition, CatchMark Timber Trust conducts certain aspects of its business through CatchMark Timber TRS, Inc. (“CatchMark TRS”), a Delaware corporation formed as a wholly-owned subsidiary of CatchMark Timber OP in 2006. CatchMark TRS is a taxable REIT subsidiary. Unless otherwise noted, references herein to CatchMark shall include CatchMark Timber Trust and all of its subsidiaries, including CatchMark Timber OP, and the subsidiaries of CatchMark Timber OP, including CatchMark TRS.

~~Risks and Uncertainties~~

CatchMark is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the future impact of the COVID-19 pandemic on CatchMark’s business and that of its customers and contractors is uncertain and difficult to predict. The rapid spread of the outbreak caused significant disruptions in the U.S. and global economies and capital markets in 2020, and the impact is expected to continue to be significant during 2021. The COVID-19 pandemic has not had a significant impact on CatchMark’s overall results and CatchMark experienced an increase in timber sales during the three-months ended March 31, 2021 compared to the prior year period. However, s~~uch on-going economic disruption could have a material adverse effect on CatchMark’s business due to a decline in demand for CatchMark's timber as a result of~~ ~~a decline in production levels at CatchMark’s customers' mills, including due to instances of COVID-19 among their employees;~~ effects on CatchMark's key employees, including operational management personnel and those charged with preparing, monitoring and evaluating CatchMark’s financial reporting and internal controls; and market volatility and market downturns negatively impacting the trading of CatchMark’s common stock.

The severity of the impact of the COVID-19 pandemic on CatchMark’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on CatchMark’s customers, all of which are uncertain and cannot be predicted. CatchMark’s future results of operations and liquidity could be adversely impacted by uncertain customer demand and the impact of any initiatives or programs that CatchMark may undertake to address financial and operational challenges faced by its customers. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact CatchMark’s financial condition, liquidity, or results of operations is uncertain. See ~~Note 5 — Notes Payable and Lines of Credit~~ ~~for additional information on CatchMark’s outstanding indebtedness and debt covenants.~~

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 the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the financial statements for the unaudited interim periods presented include all adjustments, which are of a normal and recurring nature, necessary for a fair and consistent presentation of the results for such periods. Results for these interim periods are not necessarily indicative of results for a full year.

CatchMark’s consolidated financial statements 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

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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. For further information, refer to the audited financial statements and notes included in CatchMark’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

~~Investments in 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 abilityEarnings Per Share Attributable to participate in policy-making decisions; and the rights of other investors to participate in the decision-making process, to replace CatchMark as manager, and/or to liquidate the venture. Under the equity method, the investment in a joint venture is recorded at cost and adjusted for equity in earnings and cash contributions and distributions. Income or loss and cash distributions from an unconsolidated joint venture are allocated according to the provisions of the respective joint venture agreement, which may be different from its stated ownership percentage. Any difference between the carrying amount of these investments on CatchMark’s balance sheets and the underlying equity in net assets on the joint venture’s balance sheets is adjusted as the related underlying assets are depreciated, amortized, or sold. Distributions received from unconsolidated joint ventures are classified in the accompanying consolidated statements of cash flows using the cumulative earnings approach under which distributions received in an amount equal to cumulative equity in earnings are classified as cash inflows from operating activities and distributions received in excess of cumulative equity in earnings represent returns of investment and therefore are classified as cash inflows from investing activities.

CatchMark evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, CatchMark estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management assesses whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) CatchMark’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," CatchMark reduces the investment to its estimated fair value.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 during the period. Diluted earnings (loss) per share equals basic earnings (loss) per common share, adjusted to reflect the dilution that would occur if all outstanding securities convertible into common shares or contracts to issue common shares were converted or exercised and the related proceeds are then used to repurchase common shares. For ~~information on CatchMark’s unconsolidated joint ventures, which are accounted for using~~ the ~~equity method~~three months ended March 31, 2022, CatchMark's basic weighted-average common shares were the same as the diluted weighted-average common shares, exclusive of ~~accounting, see~~ ~~Note 4~~ — ~~Unconsolidated Joint Ventures.~~

~~Impairment Testing~~

~~ASC 360-10 requires impairment testing to be completed whenever events or changes in circumstances indicate the asset's carrying value may not be recoverable. Examples~~approximately 411,000 anti-dilutive shares. These anti-dilutive shares included unvested shares of such circumstances for CatchMark include, but are not limited to, a significant decrease in market price of the timber assets, a significant adverse change in the extent or manner in which timber assets are being used, or a significant adverse change in legal factors or in the business climate that could affect the value of the timber assets. CatchMark monitors such eventsservice-based restricted stock, LTIP Units, and changes in circumstances, and when indicators of potential impairment are present, evaluates if the carrying amounts of its timber assets exceeds the sum of the undiscounted cash flows expected to resultcontingently issuable securities. Vested Common Units have been excluded from the ~~use and eventual disposal~~computation of ~~its timber assets (the "Recoverable Amount") and if~~earnings per common share because all income attributable to the carrying amount exceeds the timber assets' fair value. The Recoverable Amount and fair value are estimated based on the following information in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable assets, or (iii) the present value of undiscounted cash flows, including estimated salvage value, using data from one harvest cycle. CatchMark has determined that thereCommon Units has been ~~no impairment~~recorded as noncontrolling interest and excluded from net income attributable to ~~its timber assets as of~~common stockholders. All potentially dilutive securities outstanding during the three months ended March 31, ~~2021.~~2021 were anti-dilutive as a result of incurring net loss for the respective period.

Segment Information

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CatchMark primarily engages in the acquisition, ownership, operation, management, and disposition of timberland properties located in the United States, either directly through wholly-owned subsidiaries or through equity method investments in affiliated joint ventures. CatchMark defines operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which its chief operating decision maker, the Chief Executive Officer, evaluates performance and allocates resources in managing the business. CatchMark has aggregated those

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operating segments into 3 reportable segments: Harvest, Real Estate and Investment Management. See Note 910 — Segment Information for additional information.

Recent Accounting ~~Pronouncements~~Pronouncement

In ~~March 2020, the FASB issued ASU 2020-04,~~ ~~Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting~~, which provides entities with optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. In JanuaryOctober 2021, the FASB issued ASU ~~2021-01,~~2021-08, ~~Reference Rate Reform(Topic 848)~~Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which ~~refines~~requires acquiring entities to recognize and measure contract assets and contract liabilities in a business combination. This ASU is intended to improve the ~~scope of Topic 848 and clarifies some of its guidance to reduce~~accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to ~~accounting for~~ (1) ~~modifications to the terms~~recognition of ~~affected derivatives~~an acquired contract liability and (2) ~~existing hedging relationships~~payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in ~~which the affected derivatives are designated as hedging instruments. These amendments~~this ASU are effective ~~immediately and may be applied prospectively to contract modifications made and hedging relationships entered into on or before~~for fiscal years beginning after December ~~31,~~15, 2022. CatchMark ~~has elected~~is currently assessing the ~~optional expedients, which~~impact ASU 2021-08 will ~~be applied to all eligible contracts and hedging relationships as reference rate replacement activities occur.~~have on its consolidated financial statements.

3. Timber Assets

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, timber and timberlands consisted of the following, respectively:


		As of March 31, 2021							As of March 31, 2022
(in thousands)	(in thousands)	Gross		Accumulated Depletion or Amortization		Net		(in thousands)	Gross		Accumulated Depletion or Amortization		Net
Timber	Timber	$	250,876	$	7,725	$	243,151	Timber	$	167,861	$	4,149	$	163,712
Timberlands	Timberlands	325,710		0		325,710		Timberlands	296,159		—		296,159
Mainline roads	Mainline roads	1,256		859		397		Mainline roads	1,055		904		151
Timber and timberlands	Timber and timberlands	$	577,842	$	8,584	$	569,258	Timber and timberlands	$	465,075	$	5,053	$	460,022


		As of December 31, 2020							As of December 31, 2021
(in thousands)	(in thousands)	Gross		Accumulated Depletion or Amortization		Net		(in thousands)	Gross		Accumulated Depletion or Amortization		Net
Timber	Timber	$	278,361	$	29,112	$	249,249	Timber	$	185,449	$	18,260	$	167,189
Timberlands	Timberlands	327,089		0		327,089		Timberlands	298,777		—		298,777
Mainline roads	Mainline roads	1,176		834		342		Mainline roads	1,052		888		164
Timber and timberlands	Timber and timberlands	$	606,626	$	29,946	$	576,680	Timber and timberlands	$	485,278	$	19,148	$	466,130

Timberland Sales

During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, CatchMark sold ~~1,800~~3,400 and ~~3,000~~1,800 acres of timberland for ~~$3.4~~$6.1 million and ~~$4.8~~$3.4 million, respectively. CatchMark's cost basis in the timberland sold was ~~$1.9~~$4.0 million and ~~$3.2~~$1.9 million, respectively.

~~Large Dispositions~~

~~CatchMark did 0t close any large dispositions during the~~ ~~three months ended March 31, 2021. During the~~ ~~three months ended~~ March 31, 2020, CatchMark completed the sale of 14,400 acres of its wholly-owned timberlands for $21.3 million. CatchMark's cost basis was $19.6 million. Of the total net proceeds, $20.9 million was used to pay down CatchMark's outstanding debt balance on the Multi-Draw Term Facility.

Timberland sales a~~nd large dispositions~~ acreage by state is listed below:

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		Three Months Ended March 31,			Three Months Ended March 31,
Acres Sold In	Acres Sold In	2021	2020	Acres Sold In	2022	2021
South
Timberland Sales	Timberland Sales			Timberland Sales
Alabama	Alabama	1,100	1,600	Alabama	300	1,100
Georgia	Georgia	700	1,200	Georgia	700	700
South Carolina	South Carolina	0	100	South Carolina	2,400	—
Tennessee		0	100
		1,800	3,000
Large Dispositions
Georgia		0	14,400
		0	14,400

Total	Total	1,800	17,400	Total	3,400	1,800

Current Timberland Portfolio

As of March 31, ~~2021,~~2022, CatchMark directly owned interests in ~~400,200~~365,300 acres of timberlands in the U.S. South, ~~and Pacific Northwest, 384,700~~352,500 acres of which were fee-simple interests and ~~15,500~~12,800 acres were leasehold interests. Land acreage by state is listed below:

Acres by state as of March 31, 2021 (1)
Fee Lease Total
South
Alabama 66,300 1,800 68,100
Florida 500 0 500
Georgia 230,100 13,700 243,800
South Carolina 69,700 0 69,700
366,600 15,500 382,100
Pacific Northwest
Oregon 18,100 0 18,100
Total 384,700 15,500 400,200

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


Acres by state as of March 31, 2022	Fee	Lease	Total
Alabama	65,100	1,800	66,900
Georgia	220,200	11,000	231,200
South Carolina	67,200	—	67,200
Total	352,500	12,800	365,300

4. Unconsolidated Joint ~~Ventures~~

~~As of March 31, 2021, CatchMark owned interests in 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 March 31, 2021
Dawsonville Bluffs Joint Venture Triple T Joint Venture
Ownership percentage 50.0% 22.0% (1)
Acreage owned by the joint venture 0 1,080,500
Merchantable timber inventory (million tons) 0 43.3 (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 does not include current year growth.~~

~~CatchMark accounts for these investments using the equity method of accounting.~~

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~~Triple T Joint Venture~~

During 2018, CatchMark formed TexMark Timber Treasury, L.P., a Delaware limited partnership (the "Triple T Joint Venture"), with a consortium of institutional investors (the "Preferred Investors") to acquire 1.1 million acres of high-quality East Texas industrial timberlands (the “Triple T Timberlands”), for $1.39 billion (the “Acquisition Price”), exclusive of transaction costs. The Triple T Joint Venture completed the acquisition of the Triple T Timberlands in July 2018. CatchMark invested $200.0 million in the Triple T Joint Venture, equal to 21.6% of the total equity contributions at that time, in exchange for a common limited partnership interest. CatchMark, through a separate wholly-owned and consolidated subsidiary, is the sole general partner of the Triple T Joint Venture.

On June 24, 2020, CatchMark invested an additional $5.0 million of equity on the same terms and conditions as its existing investment in the Triple T Joint Venture in connection with amendments to the joint venture agreement and asset management agreement. The amended asset management agreement designated Brian M. Davis, Chief Executive Officer and President of CatchMark, as the “Key Man” and increased the asset management fee payable to CatchMark as described below in ~~Asset Management Fees~~. The amended joint venture agreement increased the 10.25% cumulative return on the preferred investors’ interests in the Triple T Joint Venture’s subsidiary REIT by 0.5% per quarter, subject to a maximum increase of 2.0% and subject to decreases in other circumstances. The proceeds of CatchMark’s additional $5.0 million investment, along with the proceeds from $140.0 million of borrowings under the Triple T Joint Venture’s secured, non-recourse credit facility, were used to make a payment of $145.0 million to GP in connection with an amendment to a wood supply agreement between the Triple T Joint Venture and GP. This amendment was intended to achieve market-based pricing on timber sales, increase reimbursement for extended haul distances, provide the ability for the Triple T Joint Venture to sell sawtimber to other third parties, and expand the Triple T Joint Venture’s ability to sell large timberland parcels to third-party buyers. The supply agreement between the Triple T Joint Venture and GP was also extended by two years from 2029 to 2031.

CatchMark uses the equity method to account for its investment in the Triple T Joint Venture since it does 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 not possess the first characteristic of a primary beneficiary described in GAAP. CatchMark has appointed 3 common board members of the Triple T Joint Venture, including its Chief Executive Officer, Chief Resources Officer and Vice President - Acquisitions, which provides CatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it is 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 for liquidation rights and distribution priorities that are significantly different from CatchMark's stated ownership percentage based on total equity contributions. The Preferred Investors are entitled to a minimum 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 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 HLBV using a balance sheet approach. A calculation is prepared at each balance sheet date to determine the amount that CatchMark would receive if the Triple T Joint Venture were to liquidate all of its assets (at book value in accordance with GAAP) on that date and distribute the proceeds to the partners based on the contractually-defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is CatchMark's income or loss from the Triple T Joint Venture for the period.

~~Condensed balance sheet information for the Triple T Joint Venture is as follows:~~

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As of
(in thousands) March 31, 2021 December 31, 2020
Triple T Joint Venture
Total assets $ 1,540,970 $ 1,547,344
Total liabilities $ 760,874 $ 763,715
Total equity $ 780,096 $ 783,629
CatchMark
Carrying value of investment $ 0 $ 0

~~Condensed income statement information for the Triple T Joint Venture is as follows:~~

Three Months Ended March 31,
(in thousands) 2021 2020
Triple T Joint Venture
Total revenues $ 31,883 $ 35,281
Net loss $ (6,533) $ (5,727)
CatchMark
Equity share of net loss $ 0 $ 0

~~Condensed statement of cash flow information for the Triple T Joint Venture is as follows:~~

Three Months Ended March 31,
(in thousands) 2021 2020
Triple T Joint Venture
Net cash provided by (used in) operating activities $ 4,859 $ (2,651)
Net cash used in investing activities $ (1,987) $ (2,745)
Net cash used in financing activities $ — $ (4)
Net change in cash and cash equivalents $ 2,872 $ (5,400)
Cash and cash equivalents, beginning of period $ 35,321 $ 39,614
Cash and cash equivalents, end of period $ 38,193 $ 34,214

As of December 31, 2020, CatchMark had recognized cumulative HLBV losses of $205.0 million, reducing the carrying value of its investment to 0. CatchMark does not expect to recognize any additional losses from the Triple T Joint Venture as CatchMark has not guaranteed obligations of the venture and is not otherwise committed to provide it additional financial support.

Dawsonville Bluffs Joint Venture

~~During 2017,~~ CatchMark formed the Dawsonville Bluffs ~~Joint Venture~~joint venture with MPERS ~~and~~in 2017 with each ~~owns~~owning 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~~account for 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~~investment in the Dawsonville Bluffs ~~Joint Venture.~~

joint venture. During the three months ended

~~As of~~ March 31, ~~2021,~~2022 and 2021, CatchMark recognized $0.5 million and $0.6 million of equity income, respectively, from the Dawsonville Bluffs ~~Joint Venture~~joint venture. CatchMark received cash distributions of $0.1 million for the three months ended March 31, 2022 and did not receive any cash distribution in the prior year period. As of March 31, 2022, the carrying value of CatchMark's investment in the Dawsonville Bluffs joint venture was $1.8 million. The Dawsonville Bluffs joint venture had a mitigation bank with a book basis of ~~$2.1~~$1.9 million remaining in its portfolio. ~~Condensed balance sheet information for the Dawsonville Bluffs Joint Venture is as follows:~~

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As of
(in thousands) March 31, 2021 December 31, 2020
Dawsonville Bluffs Joint Venture
Total assets $ 4,416 $ 3,059
Total liabilities $ 169 $ 39
Total equity $ 4,247 $ 3,020
CatchMark
Carrying value of investment $ 2,124 $ 1,510

~~Condensed income statement information for the Dawsonville Bluffs Joint Venture is as follows:~~

Three Months Ended March 31,
(in thousands) 2021 2020
Dawsonville Bluffs Joint Venture
Total revenues $ 1,629 $ 0
Net income (loss) $ 1,227 $ (175)
CatchMark
Equity share of net income (loss) $ 614 $ (88)

~~Condensed statement of cash flow information for the Dawsonville Joint Venture is as follows:~~

Three Months Ended March 31,
(in thousands) 2021 2020
Dawsonville Joint Venture
Net cash provided by (used in) operating activities $ 566 $ (210)
Net cash used in financing activities $ — $ (800)
Net change in cash and cash equivalents $ 566 $ (1,010)
Cash and cash equivalents, beginning of period $ 559 $ 1,441
Cash and cash equivalents, end of period $ 1,125 $ 431

~~CatchMark did 0t receive any cash distributions in the current quarter from the Dawsonville Bluffs Joint Venture. During the three months ended March 31, 2020, CatchMark received cash distributions of~~ ~~$0.4 million~~.

~~Risks and Uncertainties Related to Unconsolidated Joint Ventures~~

CatchMark’s unconsolidated joint ventures, most notably the Triple T Joint Venture, are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Triple T Joint Venture’s business and that of its customers and contractors is uncertain and difficult to predict. The rapid spread of the outbreak has caused significant disruptions in the U.S. and global economies and capital markets, and the impact is expected to continue to be significant during 2021. Such economic disruption could have a material adverse effect on the Triple T Joint Venture’s business due to the same reasons discussed in ~~Note 1 — Organization~~ with respect to CatchMark. The severity of the impact of the COVID-19 pandemic on the Triple T Joint Venture’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Triple T Joint Venture’s customers, all of which are uncertain and cannot be predicted. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the financial condition, liquidity, or results of operations of CatchMark’s unconsolidated joint ventures is uncertain.

Asset Management Fees

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CatchMark provides asset management services to the ~~Triple T Joint Venture and the~~ Dawsonville Bluffs ~~Joint Venture.~~joint venture. Under ~~these arrangements,~~the arrangement, CatchMark oversees the day-to-day operations of ~~these~~the joint ~~ventures and their properties,~~venture, including accounting, reporting and other administrative services, subject to certain major decisions that require partner approval.

On June 24, 2020, in connection with its additional $5.0 million equity investment in the Triple T Joint Venture, CatchMark entered into an amended and restated asset management agreement with the Triple T Joint Venture. Prior to this amendment, for management of the Triple T Joint Venture, CatchMark received a fee equal to 1% of the Acquisition Price multiplied by 78.4%, which represented the percentage of the original equity contributions made to the Triple T Joint Venture by the Preferred Investors. In the event the Preferred Investors had not received a return of their capital contributions plus their preferred return as described above, then the asset management fee percentage would have decreased from 1% to 0.75% at October 1, 2021, and to 0.50% at October 1, 2022. The amended asset management agreement provides that, effective June 24, 2020, CatchMark earns 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 decreases from 1% to 0.75% at October 1, 2021, and to 0.25% at July 1, 2022. The fee is also subject to deferment in certain circumstances.

For management of the Dawsonville Bluffs ~~Joint Venture,~~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.

During the quarter ended March 31, 2022, CatchMark provided transition services to the Triple T joint venture under an agreement entered in October 2021. Under the transition services agreement, which was effective September 1, 2021 through March 31, 2022, CatchMark provided such services in exchange for a one-time payment of $5.0 million received in October 2021. This service fee was recognized as asset management fee revenue on a straight-line basis over the term of the transition services agreement. As of March 31, 2022, CatchMark has earned the service fee in full and the transition services agreement has expired.

During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, CatchMark earned the following fees from ~~these~~its unconsolidated joint ventures:

Three Months Ended March 31,
(in thousands) 2021 2020
Triple T Joint Venture (1)
$ 3,112 $ 2,828
Dawsonville Bluffs Joint Venture (2)
6 147
$ 3,118 $ 2,975


	Three Months Ended March 31,
(in thousands)	2022		2021
Triple T joint venture	$	2,143	$	3,112
Dawsonville Bluffs joint venture (1)	36		6
	$	2,179	$	3,118

(1)Includes ~~$0.1 million of reimbursements of compensation costs for the three months ended~~ ~~March 31, 2021~~$31,000 ~~and 2020, respectively.~~

~~(2)Includes $0.1 million~~ of incentive-based promote earned for exceeding investment hurdles for the three months ended March 31, ~~2020.~~2022.

5. Notes Payable and Lines of Credit

Amended Credit Agreement

As of March 31, ~~2021,~~2022, CatchMark was party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018, June 28, 2019, February 12, 2020, ~~and~~ May 1, 2020, August 4, 2021 and October 14, 2021 (the ~~"Amended~~“Amended Credit ~~Agreement"~~Agreement”), with a syndicate of lenders including CoBank, which serves as the administrative agent. ~~The~~The Amended Credit Agreement provides for borrowing under credit facilities consisting of the following:

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

•~~a $150.0 million seven-year multi-draw term credit facility (the “Multi-Draw Term Facility”);~~

•~~a $100.0~~$84.7 million ten-year term loan (the “Term Loan A-1”);

•a ~~$100.0~~$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”); ~~and~~

•a ~~$140.0~~$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”).

As of March 31, ~~2021~~2022 and December 31, ~~2020, CatchMark~~2021, CatchMark had the following debt balances outstanding:

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(dollar amounts in thousands)				Current Interest Rate (1)		Outstanding Balance as of
(in thousands)									(in thousands)							Current Interest Rate (1)		Outstanding Balance as of
Credit Facility	Credit Facility	Maturity Date	Interest Rate		Current Interest Rate (1)			March 31, 2021			December 31, 2020	Credit Facility		Maturity Date			Interest Rate				March 31, 2022			December 31, 2021
Term Loan A-1	Term Loan A-1	12/23/2024	LIBOR + 1.75%			$	100,000		$	100,000	Term Loan A-1		12/23/2024		LIBOR + 1.75%		2.21%		$	84,706		$	84,706
Term Loan A-2	Term Loan A-2	12/1/2026	LIBOR + 1.90%	2.01%		100,000			100,000		Term Loan A-2		12/1/2026		LIBOR + 1.90%		2.36%		89,706			89,706
Term Loan A-3		12/1/2027	LIBOR + 2.00%	2.11%		68,619			68,619
Term Loan A-4	Term Loan A-4	8/22/2025	LIBOR + 1.70%	1.81%		140,000			140,000		Term Loan A-4		8/22/2025		LIBOR + 1.70%		2.16%		125,588			125,588
Multi-Draw Term Facility		12/1/2024	LIBOR + 2.20%	2.31%		34,086			34,086
Total principal balance	Total principal balance					$	442,705		$	442,705	Total principal balance								$	300,000		$	300,000
Less: net unamortized deferred financing costs	Less: net unamortized deferred financing costs					(4,951)			(5,215)		Less: net unamortized deferred financing costs								(1,630)			(1,753)
Total	Total					$	437,754		$	437,490	Total								$	298,370		$	298,247

(1)~~For the Multi-Draw Term Facility, the interest rate represents weighted-average interest rate as~~As of March 31, ~~2021.~~2022. The weighted-average interest rate excludes the impact of the interest rate swaps (see Note 6 — Interest Rate Swaps), amortization of deferred financing costs, unused commitment fees, and estimated patronage dividends.

As of March 31, ~~2021,~~2022, CatchMark had ~~$150.9~~$253.6 million of borrowing capacity remaining under its credit facilities, consisting of ~~$115.9~~$150.0 million under the Multi-Draw Term Facility, $68.6 million under 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 December 1, 2022.

The Multi-Draw Term Facility may be used to finance timberland acquisitions and associated expenses, to fund investment in joint ventures, to fund the repurchase of CatchMark's common stock, and to reimburse payments of drafts under letters of credit. The Multi-Draw Term Facility, which is interest only until its maturity date, bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on CatchMark's LTV ratio, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2024.

Through February 2023, CatchMark may reborrow under the revolver feature of Term Loan A-3 using borrowing mechanics substantially similar to those that apply to the Revolving Credit Facility with the same pricing and maturity

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date as the existing Term Loan A-3. Borrowings under the revolver feature of the Term Loan A-3 may be used solely to finance acquisitions of additional real property and pay associated expenses. The Term Loan A-3 bears interest at an adjustable rate equal to a base rate plus 1.00% or a LIBOR rate plus 2.00%, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2027.

CatchMark pays the lenders an unused commitment fee on the unused portions of the Multi-Draw Term Facility, Term Loan A-3, and 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 the three months ended March 31, ~~2021~~2022 and ~~2020~~2021, CatchMark recognized ~~$0.1~~$0.2 million and ~~$0.2~~$0.1 million of unused commitment fees as interest expense on its consolidated statements of ~~operations.~~operations, respectively.

CatchMark’s obligations under the Amended Credit Agreement are collateralized by a first priority lien on the timberlands owned by CatchMark’s subsidiaries and substantially all of CatchMark’s subsidiaries’ other assets in which a security interest may lawfully be granted, including, without limitation, accounts, equipment, inventory, intellectual property, bank accounts and investment property. In addition, ~~the~~these obligations ~~under the Amended Credit Agreement~~ are jointly and severally guaranteed by CatchMark and all of its subsidiaries pursuant to the terms of the Amended Credit Agreement. CatchMark has also agreed to guarantee certain losses caused by certain willful acts of CatchMark or its subsidiaries.

Patronage Dividends

CatchMark is eligible to receive annual patronage dividends from its lenders (the "Patronage Banks") under a profit-sharing program made available to borrowers of the Farm Credit System. CatchMark has received a patronage dividend on its eligible patronage loans annually since 2015. ~~The eligibility remains the same under the Amended Credit Agreement.~~ Therefore, CatchMark accrues patronage dividends it expects to receive based on ~~actual~~historical patronage ~~dividends received as a percentage of its weighted-average eligible debt balance.~~dividend rates. For ~~each of~~ the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, CatchMark accrued ~~$0.9~~$0.6 million and $0.9 million, respectively, as patronage dividends receivable on its consolidated balance sheets and as an offset against interest expense on the consolidated statements of operations.

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In March ~~2021,~~2022, CatchMark received patronage dividends of ~~$4.1~~$3.6 million on its patronage eligible borrowings. Of the total patronage dividends received, $3.1 million was received in cash and ~~$1.0~~$0.5 million was received in equity of the Patronage Banks.

As of March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the following balances related to the patronage dividend program were included on CatchMark's consolidated balance sheets:


(in thousands)	(in thousands)	As of				(in thousands)	As of
Patronage dividends classified as:	Patronage dividends classified as:	March 31, 2021		December 31, 2020		Patronage dividends classified as:	March 31, 2022		December 31, 2021
Accounts receivable	Accounts receivable	$	885	$	3,597	Accounts receivable	$	629	$	3,392
Prepaid expenses and other assets (1)	Prepaid expenses and other assets (1)	4,311		3,335		Prepaid expenses and other assets (1)	4,774		4,311
Total	Total	$	5,196	$	6,932	Total	$	5,403	$	7,703

(1)Represents cumulative patronage dividends received as equity in the Patronage Banks.

Debt Covenants

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

•limit the LTV ratio to no greater than 50% at any time;

•require maintenance of a FCCR of not less than 1.05:1.00 at any time; and

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

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The Amended Credit Agreement permits CatchMark to declare, set aside funds for, or pay dividends, distributions, or other payments to stockholders so long as it is not in default under the Amended Credit Agreement. However, if CatchMark has suffered a bankruptcy event or a change of control, the Amended Credit agreement prohibits CatchMark from declaring, setting aside, or paying any dividend, distribution, or other payment other than as required to maintain its REIT qualification. The Amended Credit Agreement also subjects CatchMark to mandatory prepayment from proceeds generated from dispositions of timberlands or lease terminations, which may have the effect of limiting its ability to make distributions to stockholders under certain circumstances.

CatchMark was in compliance with the financial covenants of the Amended Credit Agreement as of March 31, ~~2021. See~~ ~~Note 1~~ — ~~Organization~~ ~~for discussion of uncertainties and risks to CatchMark’s financial position, liquidity and results of operations, including impacts of the global COVID-19 pandemic.~~2022.

Interest Paid and Fair Value of Outstanding Debt

During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, CatchMark made the following cash interest payments on its borrowings:


		Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021
Cash paid for interest	Cash paid for interest	$	2,300	$	4,100	Cash paid for interest	$	1,600	$	2,300

Included in the interest payments for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, were unused commitment fees of $0.2 million and $0.1 million, an~~d $0.2 million,~~ respectively.

As of March 31, ~~2021~~2022 an ~~and~~d December 31, ~~2020,~~2021, the weighted-average interest rate on CatchMark's borrowings, after consideration of its interest rate swaps (see Note 6 — Interest Rate Swaps), was ~~3.23%~~3.80% and ~~3.25%~~3.77%, respectively. After further consideration of expected patronage dividends, CatchMark's weighted-average interest rate as of March 31, ~~2021~~2022 and December 31, ~~2020~~2021 was ~~2.43%~~2.95% and ~~2.45%~~2.92%, respectively.

As of March 31, 2022 and December 31, 2021, the fair value of CatchMark's outstanding debt approximated its book value. The fair value was estimated based on discounted cash flow analysis using the current market borrowing rates for similar types of borrowing arrangements as of the measurement dates.

6. Interest Rate Swaps

CatchMark uses interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. As of March 31, ~~2021,~~2022, CatchMark had 2 outstanding interest rate swaps with terms below:

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(dollar amounts in thousands)

Notional Amount

(dollar amounts in thousands)

Notional Amount

Interest Rate Swap

Effective Date

Maturity Date

Pay Rate

Receive Rate

Interest Rate Swap

Effective Date

Maturity Date

Pay Rate

Receive Rate

2019 Swap - 10YR

11/29/2019

11/30/2029

2.2067%

one-month LIBOR

200,000

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

2019 Swap - 7YR

11/29/2019

11/30/2026

2.0830%

one-month LIBOR

75,000

275,000

As of March 31, ~~2021,~~2022, CatchMark’s interest rate swaps effectively fixed the interest rate on $275.0 million of its ~~$442.7~~$300.0 million variable-rate debt at ~~3.98%~~3.95%, inclusive of the applicable spread and before consideration of expected patronage dividends. The 2019 swaps contain an other-than-insignificant financing element and, accordingly, the associated cash flows are reported as financing activities in the accompanying consolidated statements of cash flows.

All of CatchMark's outstanding interest rate swaps during the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 qualified for hedge accounting treatment.

Fair Value and Cash Paid for Interest Under Interest Rate Swaps

The following table presents information about CatchMark's interest rate swaps measured at fair value as of March 31, ~~2021~~2022 and December 31, ~~2020:~~2021:

(in thousands) Estimated Fair Value as of
Instrument Type Balance Sheet Classification March 31, 2021 December 31, 2020
Derivatives designated as hedging instruments:
Interest rate swaps Other liabilities $ (14,641) $ (30,029)

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(in thousands)		Estimated Fair Value as of
Instrument Type	Balance Sheet Classification	March 31, 2022		December 31, 2021
Derivatives designated as hedging instruments:
Interest rate swaps	Prepaid expenses and other assets	$	2,951	$	—
Interest rate swaps	Other liabilities	$	—	$	(14,277)

During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, CatchMark recognized a change in fair value of its interest rate swaps of ~~$15.7~~$17.3 million and ~~$24.5~~$15.7 million, as other comprehensive income, ~~and comprehensive loss,~~ respectively.

During the three months ended March 31, 2022 and 2021, CatchMark reclassified $0.1 million and $0.3 million from accumulated other comprehensive income to interest expense related to the off-market swap value at hedge inception. These reclassifications were netted with the market value adjustment to interest rate swaps in the consolidated statements of comprehensive income.

Pursuant to the terms of its interest rate swaps, CatchMark paid $1.4 ~~million and $0.3~~ million during the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively.All amounts were included in interest expense in the consolidated statements of operations.

During the three months ended March 31, 2021 and 2020, CatchMark reclassified $0.3 million and $0.5 million from accumulated other comprehensive loss to interest expense related to the off-market swap value at hedge inception.

As of March 31, ~~2021,~~2022, CatchMark estimated that approximately $~~6.4~~1.3 million will be reclassified from accumulated other comprehensive ~~loss~~income as an offset to interest expense over the next 12 months.

7. Commitments and Contingencies

Mahrt Timber Agreements

In connection with its acquisition of timberlands from WestRock in 2007, CatchMark entered into a master stumpage agreement and a fiber supply agreement (collectively, the “Mahrt Timber Agreements”) with a wholly-owned subsidiary of WestRock. The master stumpage agreement provides that CatchMark will sell specified amounts of timber and make available certain portions of our timberlands to CatchMark TRS for harvesting. The fiber supply agreement provides that WestRock will purchase a specified tonnage of timber from CatchMark TRS at specified prices per ton, depending upon the type of timber product. The prices for the timber purchased pursuant to the fiber supply agreement are negotiated every two years but are subject to quarterly market pricing adjustments based on an index published by TimberMart-South, a quarterly trade publication that reports raw forest product prices in 11 southern states. The initial term of the Mahrt Timber Agreements is October 9, 2007 through December 31, 2032, subject to extension and early termination provisions. The Mahrt Timber Agreements ensure a long-term source of supply of wood fiber products for WestRock in order to meet its paperboard and lumber production requirements at specified mills and provide CatchMark with a reliable customer for the wood products from its timberlands.

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WestRock can terminate the Mahrt Timber Agreements prior to the expiration of the initial term if CatchMark replaces FRC as the forest manager without the prior written consent of WestRock, except pursuant to an internalization of the company's forestry management functions. CatchMark can terminate the Mahrt Timber Agreements if WestRock (i) ceases to operate the Mahrt mill for a period that exceeds 12 consecutive months, (ii) fails to purchase a specified tonnage of timber for two consecutive years, subject to certain limited exceptions or (iii) fails to make payments when due (and fails to cure within 30 days).

In addition, either party can terminate the Mahrt Timber Agreements if the other party commits a material breach (and fails to cure within 60 days) or becomes insolvent. In addition, the Mahrt Timber Agreements provide for adjustments to both parties' obligations in the event of a force majeure, which is defined to include, among other things, lightning, fires, storms, floods, infestation and other acts of God or nature.

For ~~2021,~~2022, WestRock is required to purchase, ~~a minimum of 380,800 tons~~ and we are ~~committed~~required to make available for purchase byto WestRock, a minimum of ~~443,200~~371,100 tons of timber under the Mahrt Timber Agreements. For the three months ended March 31, ~~2021,~~2022, WestRock purchased ~~80,200~~70,000 tons under the Mahrt Timber Agreements, which represented 9%8% of CatchMark's net timber sales revenue.

Timberland Operating Agreements

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Pursuant to the terms of the timberland operating agreement between CatchMark and FRC (the "FRC Timberland Operating Agreement"), FRC manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to WestRock in compliance with the Mahrt Timber Agreements. In consideration for rendering the services described in the timberland operating agreement, CatchMark pays FRC (i) a monthly management fee based on the actual acreage that FRC manages, which is payable monthly in advance, and (ii) an incentive fee based on timber harvest revenues generated by the timberlands, which is payable quarterly in arrears. The FRC Timberland Operating Agreement, as amended, is effective through March 31, ~~2022,~~2023, and is automatically extended for one-year periods unless written notice is provided by CatchMark or FRC to the other party at least 120 days prior to the current expiration. The FRC Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice.

Pursuant to the terms of the timberland operating agreement between CatchMark and AFM (the "AFM Timberland Operating Agreement"), AFM manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to customers. In consideration for rendering the services described in the AFM Timberland Operating Agreement, CatchMark pays AFM (i) a monthly management fee based on the actual acreage AFM manages, which is payable monthly in advance, and (ii) an incentive fee based on revenues generated by the timber operations, which is payable quarterly in arrears. The AFM Timberland Operating Agreement is effective through November 30, ~~2021 for the U.S. South region and December 31, 2021 for the~~2022 ~~Pacific Northwest region,~~ and is automatically extended for one-year periods unless written notice is provided by CatchMark or AFM to the other party at least 120 days prior to the current expiration. The AFM Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice.

Obligations under Operating Leases

CatchMark's ~~office~~office lease commenced in January 2019 and expires in November 2028 and qualifies as an operating lease under ASC 842. As of January 1, 2019, CatchMark recorded an operating lease ~~right-of-use (“ROU”)~~ROU asset and an operating lease liability of $3.4 million on its balance sheet, which represents the net present value of lease payments over the lease term discounted using CatchMark's incremental borrowing rate at commencement date. CatchMark’s office lease contains renewal options; however, the options were not included in the calculation of the operating lease ROU asset and operating lease liability as it is not reasonably certain that CatchMark will exercise the renewal options. CatchMark ~~recorded~~recorded $110,400 and ~~$108,400~~$110,400 of operating lease expense for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. For the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, CatchMark paid ~~$105,000~~$108,000 and ~~$98,000,~~$105,000, respectively, in cash for its office lease, which was included in operating cash flows on its consolidated statements of cash flows.

CatchMark had the following future annual payments for its operating lease as of March 31, ~~2021 and December 31, 2020:~~2022:

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		As of
(in thousands)		March 31, 2021			December 31, 2020
(dollar amounts in thousands)							(dollar amounts in thousands)	Required Payments
Required payments	Required payments						Required payments
2021		$	309		412
2022	2022	424			424		2022	$	318
2023	2023	435			435		2023	435
2024	2024	447			447		2024	447
2025	2025	459			459		2025	459
2026							2026	472
Thereafter	Thereafter	1,414			1,414		Thereafter	942
		$	3,488		$	3,591		$	3,073
Less: imputed interest	Less: imputed interest	(569)					Less: imputed interest	(441)
Operating lease liability	Operating lease liability	$	2,919				Operating lease liability	$	2,632

Remaining lease term (years)	Remaining lease term (years)	7.7					Remaining lease term (years)	6.7
Discount rate	Discount rate	4.58		%			Discount rate	4.58		%

CatchMark holds leasehold interests in ~~15,500~~12,800 acres of timberlands under a long-term lease that expires in May 2022 (the “LTC Lease”). The LTC Lease provides CatchMark access rights to harvest timber as specified in the LTC Lease, which is, therefore, a lease of biological assets, and is excluded from the scope of ASC 842.

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As of March 31, ~~2021,~~2022, CatchMark had ~~the following~~$242,000 of remaining future lease payments under ~~the~~its LTC ~~Lease:~~

(in thousands) Required Payments
2021 $ 309
2022 250
$ 559
Lease.

Litigation

From time to time, CatchMark may be a party to legal proceedings, claims, and administrative proceedings that arise in the ordinary course of its business. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. CatchMark records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, CatchMark accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, CatchMark accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, CatchMark discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, CatchMark discloses the nature and estimate of the possible loss of the litigation. CatchMark does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote.

CatchMark is 0tnot currently involved in any legal proceedings of which the outcome is reasonably likely to have a material adverse effect on the results of operations or financial condition of CatchMark.

8. Noncontrolling Interests

CatchMark Timber Trust is the general partner of CatchMark Timber OP and owns 99.76% of its Common Units directly and indirectly. The remaining 0.24% of the Common Units are owned by current and former officers and directors of CatchMark (the "Limited Partners").

CatchMark Timber OP issues LTIP Units to certain officers, directors, and employees of CatchMark. LTIP Units are a class of units structured to qualify as “profits interests” for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into the Common Units. The LTIP Units initially have no value and are not at parity with the Common Units with respect to liquidating distributions. Regular and other non-liquidating distributions are made by CatchMark Timber OP with respect to unvested LTIP Units as provided in the applicable award agreement for such units. Upon the occurrence of specified events, the LTIP Units can over time achieve partial to full parity with the Common Units.

Vested LTIP Units that have achieved full parity with the Common Units are automatically converted into the Common Units on a 1-for-one basis. Vested LTIP Units that have not achieved full parity with the Common Units may convert into the Common Units on less than a 1-for-one basis based on relative capital accounts. Limited partners holding Common Units, including those converted from LTIP Units, have the option to cause CatchMark Timber OP to redeem such units after the units have been held for one year. Unless CatchMark Timber Trust exercises its right to purchase the Common Units in exchange for shares of its common stock, CatchMark Timber OP would redeem each such unit with cash equal to the value of 1 share of CatchMark Timber Trust's common stock.

CatchMark recognizes noncontrolling interests associated with the Common Units held by the Limited Partners and the LTIP Units in an amount equal to the cumulative compensation cost of such units. Upon any forfeiture of the LTIP Units, the associated noncontrolling interests is reclassified to additional paid-in capital. Upon the conversion of the LTIP Units to Common Units, noncontrolling interests is adjusted so that the book value of each newly converted Common Unit equals the book value of an existing Common Unit. Noncontrolling interests is subsequently adjusted by allocations of earnings and distributions paid.

For the three months ended March 31, 2022 and 2021, CatchMark recognized $0.3 million and $0.2 million in stock-based compensation expense, respectively, related to the Common Units held by the Limited Partners and the LTIP Units as noncontrolling interests. In January 2022, as the result of forfeitures of 105,862 performance-based LTIP Units, $0.7 million of cumulative compensation costs related to such forfeited LTIP Units previously recognized as noncontrolling interests was reclassified to additional paid-in capital. During the three months ended March 31, 2022, no LTIP Units were converted to Common Units.

9. Stock-based Compensation

~~Service-based Awards~~

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Long-Term Incentive Plans

On June 24, 2021, CatchMark's stockholders approved a long-term incentive plan (the "2021 Incentive Plan") at its 2021 annual meeting of stockholders. The 2021 Incentive Plan replaced CatchMark's 2017 long-term incentive plan. The 2021 Incentive Plan allows for the award of options, stock appreciation rights, restricted stock, RSUs, deferred stock units, performance awards, other stock-based awards, LTIP Units or any other right or interest relating to stock or cash to the employees, directors, and consultants of CatchMark or its affiliates. A total of 2.0 million shares of CatchMark's common stock were reserved and available for issuance pursuant to awards granted under the 2021 Incentive Plan. As of March 31, 2022, 1.2 million shares of CatchMark's common stock remained available for issuance under the 2021 Incentive Plan.

Service-based Restricted Stock Grants to Employees

On February 18, ~~2021 and March 11, 2021,~~2022, CatchMark granted ~~54,250 and 94,567~~182,794 shares of service-based restricted stock to its employees and officers, ~~respectively, vesting~~which will vest in equal installments over a four-year period. The fair value of ~~$0.6~~$1.5 million ~~and $1.0 million, respectively,~~ was determined based on the closing price of CatchMark's common stock on the grant date and is amortized evenly over the vesting period.

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A rollforward of CatchMark's unvested, service-based restricted stock awards to employees for the three months ended March 31, ~~2021~~2022 is as follows:


		Number of Shares	Weighted-Average Grant Date Fair Value			Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2020		374,822	$	10.51
Unvested at December 31, 2021					Unvested at December 31, 2021	373,047	$	10.62
Granted	Granted	148,817	$	10.77	Granted	182,794	$	8.02
Vested	Vested	(124,745)	$	10.54	Vested	(130,886)	$	10.84
Forfeited	Forfeited	0	$	0	Forfeited	(5,500)	$	9.49
Unvested at March 31, 2021		398,894	$	10.60
Unvested at March 31, 2022					Unvested at March 31, 2022	419,455	$	9.43

~~Performance-based Awards~~Performance-based Grants and Forfeitures

On January ~~29, 2021,~~20, 2022, the ~~compensation committee~~Compensation Committee of the CatchMark's board of directors (the "Compensation Committee") determined that performance-based ~~awards~~grants issued pursuant to CatchMark's ~~2018~~2019 executives' LTIP with a performance period from January 1, ~~2018~~2019 through December 31, ~~2020~~2021 were not ~~earned and 7,937 shares and 39,020~~earned. As a result, 105,862 LTIP ~~units~~Units issued thereunder were ~~forfeited. As a result,~~forfeited and the remaining unamortized cost of ~~$16,300~~$144,000 associated with these ~~awards~~grants was expensed in the first quarter of ~~2021.~~2022.

On March ~~11, 2021, the Compensation Committee approved the 2021 executives' LTIP and, pursuant to which,~~2, 2022, CatchMark granted ~~202,930~~358,454 shares of performance-based LTIP Units to its executive officers and ~~44,180~~232,222 shares of performance-based restricted stock to its executive officers and eligible officers (the ~~"2021~~"2022 Performance-based Grant"). The issuance represents the maximum number of LTIP Units or shares of restricted stock that could be earned based on the relative performance of CatchMark's TSR ~~as compared to a~~against pre-established ~~peer group's TSR and to the Russell Microcap Index in each case~~benchmarks over a three-year performance period from ~~Januar~~yJanuary 1, ~~2021~~2022 to December 31, ~~2023.~~2024. The Compensation Committee will determine the earned awards after the end of the performance period, and the earned awards will vest in two equal installments in the first quarter of ~~2024~~2025 and ~~2025.~~2026. The total compensation cost of the ~~2021~~2022 Performance-based Grant was ~~$1.5~~$2.1 million and will be amortized over a weighted-vesting period of ~~3.5~~3.4 years. The fair value of each LTIP Unit and share of restricted stock was calculated using Monte-Carlo simulation with the following assumptions:


Grant date ~~market~~CTT closing price (March ~~11, 2021)~~2, 2022)	$	~~10.90~~7.89
Weighted-average fair value per granted LTIP Unit/share	$	~~6.26~~3.62
Assumptions:
Volatility	~~43.08~~43.15		%
Expected term (years)	3.0
Risk-free interest rate	~~0.39~~1.65		%

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A rollforward of CatchMark's unvested, performance-based LTIP Units grants for the three months ended March 31, ~~2021~~2022 is as follows:


		Number of Units	Weighted-Average Grant Date Fair Value			Number of Units	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2020		349,703	$	6.03
Unvested at December 31, 2021					Unvested at December 31, 2021	505,908	$	6.52
Granted	Granted	202,930	$	6.26	Granted	358,454	$	3.62
Vested	Vested	(7,705)	$	1.31	Vested	—	$	—
Forfeited	Forfeited	(39,020)	$	1.82	Forfeited	(105,862)	$	8.13
Unvested at March 31, 2021		505,908	$	6.52
Unvested at March 31, 2022					Unvested at March 31, 2022	758,500	$	4.92

A rollforward of CatchMark's unvested, performance-based restricted stock grants for the three months ended March 31, ~~2021~~2022 is as follows:

~~Table of Contents~~


		Number of Shares	Weighted-Average Grant Date Fair Value			Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at December 31, 2020		31,526	$	4.90
Unvested at December 31, 2021					Unvested at December 31, 2021	67,769	$	6.14
Granted	Granted	44,180	$	6.26	Granted	232,222	$	3.62
Vested	Vested	0	$	0	Vested	—	$	—
Forfeited	Forfeited	(7,937)	$	1.84	Forfeited	—	$	—
Unvested at March 31, 2021		67,769	$	6.14
Unvested at March 31, 2022					Unvested at March 31, 2022	299,991	$	4.19

Stock-based Compensation Expense

A summary of CatchMark's stock-based compensation expense for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 is presented below:


		Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021
General and administrative expenses ~~(1)~~	General and administrative expenses ~~(1)~~	$	512	$	1,757	General and administrative expenses ~~(1)~~	$	680	$	512
Forestry management expenses	Forestry management expenses	107		115		Forestry management expenses	171		107
Total ~~(2)~~(1)	Total ~~(2)~~(1)	$	619	$	1,872	Total ~~(2)~~(1)	$	851	$	619

(1)The three months ended March 31, ~~2020~~2022 and 2021 includes ~~$1.2~~$0.3 million ~~of accelerated stock-based compensation expense related to the retirement of CatchMark's former CEO in January 2020.~~

~~(2)The three months ended March 31, 2021 includes~~and $0.2 million of stock-based compensation recognized as noncontrolling ~~interest.~~interest, respectively.

As of March 31, ~~2021,~~2022, approximately ~~$6.8~~$7.3 million of compensation expense related to unvested restricted stock and LTIP Units remained to be recognized over a weighted-average period of 2.8 years.

9.10. Segment Information

As of March 31, ~~2021,~~2022, CatchMark had the following reportable segments: Harvest, Real Estate and Investment Management. Harvest includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Real Estate includes timberland sales, cost of timberland sales and large dispositions. Investment Management includes investment in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along with other expense and income items, are not allocated among segments. Asset information and capital expenditures by segment are not reported because CatchMark does not use these measures to assess performance. CatchMark’s investments in unconsolidated joint ventures are reported separately on the accompanying consolidated balance sheets. During the periods presented, there have been no material intersegment transactions.

The following table presents revenues by reportable segment:

Three Months Ended March 31,
(in thousands) 2021 2020
Harvest $ 21,211 $ 19,218
Real Estate 3,357 4,779
Investment Management 3,118 2,975
Total $ 27,686 $ 26,972

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	Three Months Ended March 31,
(in thousands)	2022		2021
Harvest	$	18,693	$	21,211
Real Estate	6,070		3,357
Investment Management	2,179		3,118
Total	$	26,942	$	27,686

Adjusted EBITDA is the primary performance measure reviewed by management to assess operating performance. The following table presents Adjusted EBITDA by reportable segment:

~~Table of Contents~~


		Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021
Harvest	Harvest	$	8,927	$	8,607	Harvest	$	9,611	$	8,927
Real Estate	Real Estate	$	3,144	$	4,518	Real Estate	5,752		3,144
Investment Management	Investment Management	$	3,820	$	2,887	Investment Management	2,733		3,820
Corporate	Corporate	$	(2,954)	$	(3,123)	Corporate	(3,250)		(2,954)
Total	Total	$	12,937	$	12,889	Total	$	14,846	$	12,937

A reconciliation of Adjusted EBITDA to GAAP net ~~loss~~income (loss) is presented below:

Three Months Ended March 31,
(in thousands) 2021 2020
Adjusted EBITDA $ 12,937 $ 12,889
Subtract:
Depletion 7,725 6,941
Interest expense (1)
2,342 3,250
Amortization (1)
633 758
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (2)
88 0
Basis of timberland sold, lease terminations and other (3)
1,966 3,276
Stock-based compensation expense 619 1,872
Gain on large dispositions (4)
0 (1,279)
Post-employment benefits (5)
16 2,286
Other (6)
99 34
Net loss $ (551) $ (4,249)


	Three Months Ended March 31,
(in thousands)	2022		2021
Adjusted EBITDA	$	14,846	$	12,937
Subtract:
Depletion	4,149		7,725
Interest expense (1)	2,111		2,342
Amortization (1)	423		633
Depletion, amortization, and basis of timberland and mitigation credits sold included in income from unconsolidated joint venture (2)	64		88
Basis of timberland sold, lease terminations and other (3)	4,040		1,966
Stock-based compensation expense	851		619
Post-employment benefits (4)	8		16
Other (5)	16		99
Net income (loss)	$	3,184	$	(551)

(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.~~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 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.~~equivalents paid in installments over agreed-upon periods of time.

~~(6)~~(5)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.

~~10.~~11. Subsequent Event

Dividend Declaration

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On May ~~6, 2021,~~5, 2022, CatchMark declared a cash dividend of ~~$0.135~~$0.075 per share for its common stockholders of record on May ~~28, 2021,~~31, 2022, payable on June 15, ~~2021.~~2022.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and notes thereto. See also “Cautionary Note Regarding Forward-Looking Statements” preceding Part I of this report, as well as our consolidated financial statements and the notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Overview

We acquire and ~~own~~operate prime timberlands located in ~~high-demand~~leading U.S. mill markets. We manage our operations to generate highly-predictable and stable cash flow from sustainable harvests, opportunistic land sales and asset management fees that comfortably covers our dividend throughout the business cycle. We actively manage our timberlands to achieve an optimum balance among biological timber growth, current harvest cash flow, and responsible environmental stewardship. We continued to execute our three-pillar strategy of owning and investing in prime timberlands located in leading mill markets, and optimizing harvest operations through delivered wood sales and opportunistic stumpage sales. After completing the disposition of our Pacific Northwest timberlands and exiting the Triple T joint venture in the second half of 2021, we have refocused our ownership and operations on the nation’s premier wood basket, the U.S. South. We are seeking 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 wetlands mitigation banking, solar projects, and carbon sequestration.

During the first quarter of ~~2021, the strong housing market, robust repair and remodeling activity and continued demand for pulp-related products drove~~2022, we realized significant net timber sales price increases in ~~pricing~~the U.S. South, 8% for ~~both~~pulpwood and 30% for sawtimber, and pulpwood, which generated an 11% increase in timber sales revenue. This increase was achieved despite a planned reduction in total harvest volume of 12% due to recent timberland sales and capital recycling dispositions, reflecting consistent productivity on a per-acre basis. During the quarter, we took advantage of favorable market conditions in the Pacific Northwest and increased our timber sales revenue from that region by $3.0 million, or 161%,as compared to the prior year quarter. ~~Our stumpage prices~~As a result, we increased timber sales revenue in the U.S. South ~~region~~by 17% despite a 2% planned harvest volume reduction. Our U.S. South stumpage prices maintained significant premiums over South-wide averages a result of our ~~micro-market~~local market advantages.Our timberlands continue to maintain harvest productivity of approximately 5.1 tons per acre, consistent with our three and five-year average.

We continuously assess potential alternative uses of our timberlands, as some of our properties may be more valuable for development, conservation, recreational or other ~~rural~~ purposes than for growing timber. In the first quarter of ~~2021,~~2022, we sold ~~1,800~~3,400 acres of timberland for ~~$3.4~~$6.1 million, or ~~$1,923~~$1,771 per acre, ~~an 18% increase~~under our retail land sales program. Acres sold in ~~average sales price per acre compared to~~ the ~~prior year quarter.~~current quarter was comprised of approximately 37% pine plantation, which was about half of our portfolio average. 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~~below portfolio-average productivity characteristics, geographical procurement and operating areas, ~~and/or~~and timber reservation opportunities. We also continue to evaluate our portfolio for potential large dispositions under our capital recycling program whereby 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 our common stock.

We continue to leverage our scale and timberland management efficiencies through our investment management business which generates significant asset management fee revenue. We recognized asset management fee revenue of ~~$3.1 million~~ during the quarter, a 5% increase compared to the prior year period primarily as a result of the asset management agreement amendment with the Triple T Joint Venture during the second quarter of 2020. During the first quarter, we recognized $0.6 million of income and $0.7 million of Investment Management EBITDA from our Dawsonville Bluffs Joint Venture generated by mitigation credit sales. Subsequent to quarter-end, we received a distribution of $0.4 million from the joint venture, including $0.1 million of incentive-based promotes for exceeding investment hurdles. As of March 31, 2021, the Dawsonville Bluffs Joint Venture had a mitigation bank with a book basis of $2.1 million.

We are continuing to evaluate additional strategic investment opportunities in our target markets, including direct acquisition of high-quality industrial timberland properties, with our average transaction size ranging from 2,500 to 25,000 acres. We continue to have ample liquidity for growth initiatives and other capital allocation priorities, including direct acquisitions and joint venture investments. Our active debt and interest rate management strategy provides us attractive borrowing costs, staggered long-term maturities and a favorable mix of fixed-to-floating rate debt.

During the first quarter of ~~2021,~~2022, we paid ~~$6.6~~$3.6 million of distributions to our stockholders, which were fully covered by net cash provided by operating activities. We did not repurchase any shares of our common stock under our SRP during the quarter.

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~~Impact of COVID-19 On Our Business~~

The COVID-19 outbreak is a widespread health crisis that has adversely affected the economies and financial markets of many countries, including the U.S., resulting in an economic downturn that could affect demand for our products and impact our operating results. Economists expect the impact of the pandemic will continue to be significant during 2021. COVID-19 has had a limited impact on our physical operations to date. We have implemented new procedures to support the health and safety of our employees and we are following all federal, state and local health department guidelines. The costs associated with these safety procedures were not material.

The COVID-19 pandemic has not had a significant impact on our overall results. We continued to manage our harvest operations effectively through the pandemic during the first quarter of 2021, increasing timber sales revenue and Harvest EBITDA by 11% and 4%, respectively, from the prior year period. The longer-term consequences of the COVID-19 pandemic to the economy and our customers continue to be unknown; however, the approval and distribution of vaccines create a belief that the economy will begin to return to normal over the course of 2021. Projections under these circumstances are necessarily guarded and subject to change, but demand for pulp-related products has remained strong and demand patterns for sawtimber products have improved from the early days of the pandemic as demand and pricing for lumber has been strong due to increased housing starts and robust repair and remodeling activity. However, given the ongoing and dynamic nature of the circumstances, it is not possible to predict how long the impact of the coronavirus outbreak on the economic environment and on our business will last or how significant it will ultimately be. Measures to try to contain the virus, such as quarantines and shelter in place orders, could adversely affect our business, results of operations and financial condition as well as the business, operations and financial conditions of our customers and contractors. A sustained decline in the economy as a result of the COVID-19 pandemic and the demand for timber could materially and adversely impact our business, results of operations and financial condition and our ability to make distributions to our stockholders.

We are monitoring the progression of the pandemic and its potential effect on our financial position, results of operations, and cash flows, and we may take further actions that alter our business operations as may be required by federal, state or local authorities or that we determine are in the best interests of our employees, customers, suppliers and stockholders. We are bolstered by our delivered wood model and fiber supply agreements, which provide a steady source of demand from reliable counterparties. With respect to liquidity, we believe 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. After our deleveraging initiatives and other balance sheet strengthening in 2019 and 2020, we believe we are well positioned to weather additional economic turmoil.

Timberland Portfolio

As of March 31, ~~2021,~~2022, we wholly owned interests in ~~400,200~~365,300 acres of high-quality industrial timberland in the U.S. South, ~~and Pacific Northwest,~~ consisting of ~~384,700~~352,500 acres of fee timberlands and ~~15,500~~12,800 acres of leased ~~timberlands.~~timberlands (expiring in May 2022). Our wholly-owned timberlands are located within an attractive fiber ~~baskets~~basket encompassing a diverse group of pulp, paper and wood products manufacturing facilities. Our ~~Southern~~ timberlands consisted of 72% pine plantations by ~~acreag~~eacreage and ~~54% sawtimber by volume. Our Pacific Northwest timberlands consisted~~ ~~of 90% productive acres and~~ ~~80%~~ 55% sawtimber by volume. ~~Our leased timberlands include 15,500 acres under one long-term lease expiring in 2022, which we refer to as the LTC Lease. Wholly-owned timberland acreage by state is listed below:~~

Acres by state as of March 31, 2021 (1)
Fee Lease Total
South
Alabama 66,300 1,800 68,100
Florida 500 — 500
Georgia 230,100 13,700 243,800
South Carolina 69,700 — 69,700
366,600 15,500 382,100
Pacific Northwest
Oregon 18,100 — 18,100
Total 384,700 15,500 400,200


Acres by state as of March 31, 2022	Fee	Lease	Total
Alabama	65,100	1,800	66,900
Georgia	220,200	11,000	231,200
South Carolina	67,200	—	67,200
Total	352,500	12,800	365,300

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

As of March 31, ~~2021,~~2022, our wholly-owned timber inventory consisted of an estimated ~~16.0~~13.9 million tons of merchantable inventory with the following components:


(in millions)	(in millions)	Tons			(in millions)	Tons
Merchantable timber inventory (1)	Merchantable timber inventory (1)	Fee	Lease	Total	Merchantable timber inventory (1)	Fee	Lease (3)	Total
Pulpwood	Pulpwood	6.9	0.3	7.2	Pulpwood	6.2	0.1	6.3
Sawtimber (2)	Sawtimber (2)	8.5	0.3	8.8	Sawtimber (2)	7.4	0.2	7.6
Total	Total	15.4	0.6	16.0	Total	13.6	0.3	13.9

(1)Merchantable timber inventory does not include current year growth. ~~Pacific Northwest merchantable timber inventory is converted from MBF to tons using a factor of eight.~~

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

(3)Lease expiring in May 2022 and 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~~Dawsonville Bluffs joint ~~ventures~~venture as of March 31, ~~2021~~2022 (see Note 4 — Unconsolidated Joint ~~Ventures~~Venture to our accompanying consolidated financial statements for further details):

As of March 31, 2021
Dawsonville Bluffs Joint Venture Triple T Joint Venture
Ownership percentage 50.0% 22.0% (1)
Acreage owned by the joint venture — 1,080,500
Merchantable timber inventory (million tons) — 43.3 (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 does not include current year growth.~~.

Segment Information

We have three reportable segments: Harvest, Real Estate and Investment Management. Our Harvest segment includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Our Real Estate segment includes timberland sales, cost of timberland sales and large dispositions. Our Investment Management segment includes investments in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along with other expense and income items, are not allocated among segments. For additional information, see Note 910 — Segment Information to our accompanying consolidated financial statements.

Timber A~~greements~~Agreements

A significant 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. For full year ~~2021,~~2022, WestRock is required to purchase a minimum of ~~380,800~~371,100 tons of timber under the Mahrt Timber Agreements. For the three months ended March 31, ~~2021,~~2022, WestRock purchased ~~80,200~~70,000 tons under the Mahrt Timber Agreements, which represented 9%8% of our net timber sales revenue. ~~WestRock has historically purchased tonnage that exceeded the minimum requirement under the Mahrt Timber Agreements.~~ See Note 7 — Commitments and Contingencies to our accompanying consolidated financial statements for additional information regarding the material terms of the Mahrt Timber Agreements.

We are party to a pulpwood supply agreement with IP (the "Carolinas Supply Agreement"). For full year ~~2021,~~2022, IP is required to purchase a minimum of ~~88,600~~50,000 tons of ~~pulpwood~~timber under the Carolinas Supply Agreement. During the three months ended March 31, ~~2021,~~2022, we sold ~~27,300~~6,100 tons under the Carolinas Supply Agreement, which represented 3%1% of our net timber sales revenue.

~~Table of Contents~~

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 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.

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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 timberlands. Any remaining cash generated from operations may be used to pay distributions to stockholders and partially fund timberland acquisitions. Therefore, to the extent that cash flows from operations are lower,whether as a result of a reduction in anticipated harvest amounts or timber sales, decreases in asset management fees or distributions from joint ventures, or otherwise, 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 also sell 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 typically larger in size and more infrequent than sales under our normal land sales program.

Shelf Registration Statement and Equity Offerings

On February 28, 2020, we filed a shelf registration statement on Form S-3 (File No. 333-236793) with the SEC, which was declared effective on 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. 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 our shelf registration statement. As of March 31, ~~2021,~~2022, we have not sold any shares of common stock under the distribution agreement.

Credit Facilities

The table below presents the details of each credit facility under the Amended Credit Agreement as of March 31, ~~2021:~~

2022
:

(dollars in thousands)
Facility Name Maturity Date
Interest Rate(1)
Unused Commitment Fee (1)
Total Capacity Outstanding Balance Remaining Capacity
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% 150,000 34,086 115,914
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 $ 593,619 $ 442,705 $ 150,914

~~Table of Contents~~


(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 through February 4, 2023.

~~Borrowings~~Borrowing 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 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.

Patronage Dividends

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

In March ~~2021,~~2022, we received patronage dividends of ~~$4.1~~$3.6 million ~~including $3.9~~on our patronage eligible borrowings. Of the total patronage dividends received in March 2022, $3.5 million ofwas standard patronage dividends and ~~a $0.2~~$0.1 million was special patronage ~~dividend. 75%~~dividends. Approximately 87% of the standard patronage dividends was received in cash and the remaining ~~25%~~13% was received in equity of the Patronage Banks. The equity component of the patronage dividend is redeemable for cash only at the discretion of the Patronage Banks' board of directors. The special patronage dividend was received in cash. For the three months ended March 31, ~~2021,~~2022, we accrued $~~0.9~~0.6 million of patronage dividends receivable for ~~2021,~~2022, approximately 75% to 85% of which is expected to be received in cash in March ~~2022.~~2023.

Debt Covenants

As of March 31, ~~2021~~,2022, the Amended Credit Agreement co~~ntains,~~contains, among others, the following financial covenants which:

•limit the LTV ratio to 50% at any time;

•require maintenance of a FCCR of not less than 1.05:1.00 at any time; and

•limit the aggregate capital expenditures to 1% of the value of the timberlands during any fiscal year.

We were in compliance with the financial covenants of the Amended Credit Agreement as of March 31, ~~2021.~~2022.

Interest Rate Swaps

As of March 31, ~~2021,~~2022, we had two outstanding interest rate swaps, which effectively fixed the interest rate on $275.0 million of our ~~$442.7~~$300.0 million variable-rate debt at ~~3.98%~~3.95%, inclusive of the applicable spread but before considering patronage dividends. See Note 6 — Interest Rate Swaps to our accompanying 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 may discontinue or suspend the program at any time. During the three months ended March 31, ~~2021,~~2022, we did not repurchase any share of our common stock under the SRP. As of March 31, ~~2021,~~2022, we had ~~48.9~~49.2 million shares of common stock outstanding and may repurchase up to an additional $13.7 million under the SRP. We can borrow up to $30.0 million under the Multi-Draw Term Facility to repurchase our common stock. ~~Management believes that opportunistic~~To date, all share repurchases ~~of our common stock are a prudent use of capital resources.~~under the SRP have been funded with cash on-hand.

Short-Term Liquidity and Capital Resources

Net cash provided by operating activities for the three months ended March 31, ~~2021~~2022 was ~~$11.6~~$12.0 million, ~~$0.3~~$0.4 million higher than the ~~prior year quarter.~~three months ended March 31, 2021. Cash provided by operating activities consisted primarily of ~~receipts~~proceeds from ~~customers for~~ timber sales, timberland sales, and asset management fees, reduced by payments for operating

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costs, general and administrative expenses, and interest expense. The increase in net cash provided by operating activities was primarily due to a ~~$2.4 million decrease in general and administrative expenses, a $2.0 million decrease in cash paid for interest, and a $0.5~~$2.6 million increase in net ~~timber~~proceeds from timberland sales, a $0.5 million decrease in other operating expenses, and a 0.3 million decrease in forestry management fees, offset by a ~~$3.1~~$2.0 million change in working capital due to timing of receipts and payments and a ~~$1.4~~$0.9 million decrease in ~~net proceeds from timberland sales.~~

asset management fees.

~~Net cash used in~~
investing activities for the three months ended March 31, 2021 was $2.3 million as compared to $18.6 million provided by investing activities during the three months ended March 31, 2020. We did not complete any large dispositions in the first quarter of 2021 as compared to receiving $20.9 million in gross proceeds from large dispositions in 2020.

Net cash used in financing activities for the three months ended March 31, ~~2021~~2022 was ~~$8.5~~$5.5 million, ~~as compared to $30.9~~$3.0 million ~~for~~lower than the three months ended March 31, ~~2020. We paid~~2021, primarily due to lower cash distributions ~~of $6.6 million to our stockholders~~ in the ~~first quarter~~current year period. We made $3.6 million of ~~2021,~~cash distributions during the three months ended March 31, 2022, which was fully funded from net cash provided by operating ~~activities. We used $0.6 million~~activities, as compared to ~~repurchase shares of our common stock, primarily for tax withholding purposes, and paid $1.4~~$6.6 million in ~~interest expense pursuant to~~ the terms of our interest rate swaps during the three months ended March 31, 2021. In the first quarter of 2020, we paid down $20.9 million of our outstanding debt balance on the Multi-Draw Term Facility with net proceeds received from large dispositions.prior year quarter.

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We believe that we have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on-hand and borrowing ~~capacity,~~capacity, necessary to meet our current and future obligations that become due over the next 12 months. As of March 31, ~~2021,~~2022, we had a cash balance of ~~$12.7~~$27.4 million and had access to ~~$150.9~~$253.6 million of additional borrowing capacity under the Amended Credit Agreement.

Long-Term Liquidity and Capital Resources

Over the long-term, we expect our primary sources of capital to include net cash flows from operations, including proceeds from timber sales, timberland sales, ~~asset management fees, and distributions~~revenues generated from ~~unconsolidated joint ventures,~~environmental initiatives, and from other capital raising activities, including ~~large dispositions,~~ proceeds from secured or unsecured financings from banks and other lenders; and public offerings of equity or debt securities. Our principal demands for capital include operating expenses, interest expense on any outstanding indebtedness, repayment of debt, timberland acquisitions, certain other capital expenditures, and stockholder distributions.Access to borrowing capacity under our Amended Credit Agreement depends on continued compliance with debt covenants, which can be impacted by any reduction in the value of our timberlands and reductions in cash flows from operations.

Distributions

Our board of directors has authorized cash distributions quarterly. The amount of future distributions that we may pay will be determined by our board of directors as described in Overview section above. During the three months ended March 31, ~~2021,~~2022, we declared the following ~~distribution:~~distributions:

Declaration Date

Record Date

Payment Date

Distribution Per Share

February ~~11, 2021~~10, 2022

February ~~26, 2021~~28, 2022

March 15, ~~2021~~2022

$~~0.135~~0.075

For the three months ended March 31, ~~2021,~~2022, we paid total distributions of $~~6.6~~3.6 million. The distributions were funded from net cash provided by operating ~~activities.~~activities.

On May ~~6, 2021,~~5, 2022, we declared a cash dividend of ~~$0.135~~$0.075 per share for our common stockholders of record on May ~~28, 2021,~~31, 2022, payable on June 15, ~~2021.~~2022.

Results of Operations

Overview

For the three months ended March 31, 2021, we generated total revenues of $27.7 million compared to $27.0 million for the three months ended March 31, 2020. We improved our net loss by $3.7 million to $0.6 million due to a combination of higher revenues and lower expenses. We generated Adjusted EBITDA of $12.9 million. We generated these improvements in total revenues, net loss and Adjusted EBITDA on the strength of improved timber

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~~and timberland pricing and despite reducing our harvest volume by 12% and selling 40% fewer acres, each as compared to the prior year quarter.~~

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, large dispositions, varying interest expense based on the amount and cost of outstanding borrowings, and performance of our unconsolidated joint ~~ventures.~~venture.

Selected operational results for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 are shown in the following table ~~(in~~(dollar amounts in thousands, except for per-acre/per-ton amounts):


		Three Months Ended March 31,						Change			Three Months Ended March 31,				Change
		2021			2020			%			2022		2021		%
Consolidated	Consolidated									Consolidated
Timber sales revenue	Timber sales revenue	$	20,149		$	18,166		11	%	Timber sales revenue	$	17,723	$	20,149	(12)	%
Timberland sales revenue	Timberland sales revenue	$	3,357		$	4,779		(30)	%	Timberland sales revenue	$	6,070	$	3,357	81	%
Asset management fees revenue	Asset management fees revenue	$	3,118		$	2,975		5	%	Asset management fees revenue	$	2,179	$	3,118	(30)	%

Timber sales volume (tons)	Timber sales volume (tons)									Timber sales volume (tons)
Pulpwood	Pulpwood	273,341			324,380			(16)	%	Pulpwood	227,678		273,341		(17)	%
Sawtimber (1)	Sawtimber (1)	251,421			270,515			(7)	%	Sawtimber (1)	240,930		251,421		(4)	%
		524,762			594,895			(12)	%		468,608		524,762		(11)	%

U.S. South
Timber sales revenue		$	15,207		$	16,272		(7)	%

Timber sales volume (tons)
Pulpwood		271,189			319,968			(15)	%
Sawtimber (1)		204,576			249,972			(18)	%
		475,765			569,940			(17)	%

Harvest Mix
Pulpwood		57		%	56		%
Sawtimber (1)		43		%	44		%
Delivered % as of total volume		74		%	63		%
Stumpage % as of total volume		26		%	37		%

Net timber sales price (per ton) (2)
Pulpwood		$	14		$	13		8	%
Sawtimber (1)		$	25		$	23		9	%

Timberland sales
Gross sales		$	3,357		$	4,779		(30)	%
Acres sold		1,800			3,000			(40)	%
% of fee acres		0.5		%	0.7		%
Price per acre (3)		$	1,923		$	1,627		18	%

Large Dispositions (4)
Gross sales		$	—		$	21,250

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U.S. South										U.S. South
Timber sales revenue										Timber sales revenue	$	17,723		$	15,207		17	%

Timber sales volume (tons)										Timber sales volume (tons)
Pulpwood										Pulpwood	227,678			271,189			(16)	%
Sawtimber (1)										Sawtimber (1)	240,930			204,576			18	%
											468,608			475,765			(2)	%

Harvest Mix										Harvest Mix
Pulpwood										Pulpwood	49		%	57		%
Sawtimber (1)										Sawtimber (1)	51		%	43		%
Delivered % as of total volume										Delivered % as of total volume	66		%	74		%
Stumpage % as of total volume										Stumpage % as of total volume	34		%	26		%

Net timber sales price (per ton) (2)										Net timber sales price (per ton) (2)
Pulpwood										Pulpwood	$	15		$	14		8	%
Sawtimber (1)										Sawtimber (1)	$	33		$	25		30	%

Timberland sales										Timberland sales
Gross sales										Gross sales	$	6,070		$	3,357		81	%
Acres sold	Acres sold	—			14,400					Acres sold	3,400			1,800			96	%
Price per acre (6)		$	—		$	1,474
Gain on large dispositions		$	—		$	1,279
% of fee acres										% of fee acres	1.0		%	0.5		%
Price per acre (3)										Price per acre (3)	$	1,771		$	1,923		(8)	%

Pacific Northwest
Pacific Northwest (4)										Pacific Northwest (4)
Timber sales revenue	Timber sales revenue	$	4,942		$	1,894		161	%	Timber sales revenue	$	—		$	4,942		(100)	%

Timber sales volume (tons)	Timber sales volume (tons)									Timber sales volume (tons)
Pulpwood	Pulpwood	2,152			4,412			(51)	%	Pulpwood	—			2,152			(100)	%
Sawtimber	Sawtimber	46,845			20,543			128	%	Sawtimber	—			46,845			(100)	%
		48,997			24,955			96	%		—			48,997			(100)	%

Harvest Mix	Harvest Mix									Harvest Mix
Pulpwood	Pulpwood	4		%	18		%			Pulpwood	—		%	4		%
Sawtimber	Sawtimber	96		%	82		%			Sawtimber	—		%	96		%
Delivered % as of total volume	Delivered % as of total volume	100		%	84		%			Delivered % as of total volume	—		%	100		%
Stumpage % as of total volume	Stumpage % as of total volume	—		%	16		%			Stumpage % as of total volume	—		%	—		%

Delivered timber sales price (per ton) (2)(5)	Delivered timber sales price (per ton) (2)(5)									Delivered timber sales price (per ton) (2)(5)
Pulpwood	Pulpwood	$	30		$	31		(3)	%	Pulpwood	$	—		$	30
Sawtimber	Sawtimber	$	104		$	91		15	%	Sawtimber	$	—		$	104

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(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 ~~9,800~~7,000 tons and ~~90,400~~9,800 tons of merchantable inventory, respectively, with a sawtimber mix of ~~56%~~79% and ~~49%~~56%, respectively, for the three months ended March 31, ~~2021~~2022 and ~~2020.~~2021.

(4)~~Large dispositions are sales of blocks of timberland properties~~Exited the Pacific Northwest 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.August 2021.

(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%~~Timber sales revenue totaled $17.7 million for the three months ended March 31, ~~2020.~~

2022, a 12% decrease from the same period last year as a result of selling our Pacific Northwest property in August 2021. We generated ~~$20.1~~$17.7 million of timber sales revenue in the U.S. South in the first quarter, ~~compared to $18.2 million in~~17% higher than the prior year ~~period~~ quarter, despite a planned decrease in harvest volume and a lower mix of delivered sales,as a result of strong pricing and a ~~$3.0 million increase in our Pacific Northwest region, partially offset by a $1.1 million decrease in the U.S. South.~~higher mix of sawtimber.

Our ~~timber sales revenue~~harvest volume in the U.S. South was 7%2% lower than prior year quarter, in line with our 2022 harvest plan. Our mix of delivered sales decreased as compared to prior year as we capitalized on advantageous stumpage sales that allowed us to capture attractive pricing. Our harvest productivity on a per-acre basis remained consistent after taking into consideration the impact of the recent timberland sales and prior capital recycling dispositions.

Our realized net timber sales price for pulpwood and sawtimber improved 8% and 30%, respectively, from the prior year quarter, as a result of a 17% planned reduction in harvest volume, partially offset by stronger pricing. Our harvest volumes from the U.S. South, while planned to be lower than prior year due to recent timberland sales and ~~capital recycling dispositions, reflects consistent productivity on a per-acre basis.~~ Our realized stumpage prices for pulpwood and sawtimber were 8% and 9% higher, respectively, compared to the prior year quarter, outpacing 3% and 4% increases in South-wide average prices as tracked by TimberMart-South. Our realized pulpwood and sawtimber stumpage prices held a ~~57%~~37% and ~~27%~~47% premium over TimberMart-South South-wide averages as a result of operating in strong ~~micro-markets~~local markets where we selectively assembled our prime timberlands portfolio. Our net timber sales price for pulpwood and sawtimber increased by 3% and 28%, respectively, as compared to full year 2021.

We generated ~~$4.9~~$6.1 million of timberland sales revenue in the first quarter of 2022, as planned.

Comparison of the three months ended March 31, 2022 versus the three months ended March 31, 2021

Revenues. Revenues for the three months ended March 31, 2022 were $26.9 million, $0.7 million lower than the three months ended March 31, 2021 as a result of a $2.4 million decrease in timber sales and a $0.9 million decrease in asset management fees, offset by a $2.7 million increase in timberland sales revenue. Timber sales revenue was lower in the current year quarter due to $4.9 million of timber sales from the Pacific Northwest in the first quarter of 2021, partially offset by a $2.5 million increase in the U.S. South, driven by significant increases in our net timber sales prices. Timberland sales revenue increased by 81% due to selling more acres. As expected, in the first quarter, we completed approximately 35% to 40% of our annual timberland sales target. Timberland sales price per acre was 8% lower than ~~double that of~~ the prior year period due to current quarter ~~primarily as~~sales having lower productivity characteristics, including a ~~result of a 96% increase in harvest volume, as we capitalized on favorable market conditions. Our sawtimber mix and delivered sales as a~~significantly lower percentage of ~~total sales volume~~

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increased 14% and 16%, respectively, from the prior year quarter. Our delivered sawtimber price increased 15% due to strong demand fundamentals fueled by accelerated housing starts, lack of finished lumber in the supply chain pine plantations.~~and reduced mill inventories as a result of strong lumber demand that carried over from the end of 2020.~~

~~Comparison of the three months ended March 31, 2021 versus the three months ended March 31, 2020~~

Revenues. Revenues for the three months ended March 31, 2021 were $27.7 million, $0.7 million higher than the three months ended March 31, 2020 as a result of a $2.0 million increase in timber sales offset by a $1.4 million decrease in timberland sales revenue. Timber sales revenue increased primarily due to improved pricing across the board and higher harvest volume in the Pacific Northwest. Timberland sales revenue decreased by 30% due to selling 40% fewer acres, offset by a higher average per-acre price~~, which was in part due to higher average merchantable timber stocking levels on the acres sold in the current year quarter.~~ Acres sold in the current period also had a lower ~~average~~average merchantable timber stocking than our portfolio ~~average.~~average of 39 tons per acre at the beginning of the year. Asset management fees decreased as a result of exiting the Triple T joint venture in 2021 (see Note 4 — Unconsolidated Joint Venture to our accompanying consolidated financial statements for further details).

Details of timber sales revenue by product for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 are shown in the following table:


		Three Months Ended March 31, 2020		Changes attributable to:				Three Months Ended March 31, 2021			Three Months Ended March 31, 2021		Changes attributable to:				Three Months Ended March 31, 2022
(in thousands)	(in thousands)			Price/Mix		Volume				(in thousands)			Price/Mix		Volume
Timber sales (1)	Timber sales (1)									Timber sales (1)
Pulpwood	Pulpwood	$	7,813	$	217	$	(483)	$	7,547	Pulpwood	$	7,547	$	741	$	(1,776)	$	6,512
Sawtimber (2)	Sawtimber (2)	10,353		1,075		1,174		12,602		Sawtimber (2)	12,602		2,323		(3,714)		11,211
		$	18,166	$	1,292	$	691	$	20,149		$	20,149	$	3,064	$	(5,490)	$	17,723

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

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

Operating Expenses. Contract logging and hauling costs were ~~$8.7~~$6.3 million for the three months ended March 31, ~~2021, $1.5~~2022, $2.4 million ~~higher~~lower than prior year period primarily due to a ~~28,000-ton~~$2.5 million decrease that resulted from the disposition of our Pacific Northwest property in August 2021, offset by a $0.1 million increase in ~~delivered volume~~the U.S. South. Our

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U.S. South blended logging rates increased 17% compared to the prior year period primarily due to higher fuel and labor costs in the ~~Pacific Northwest as we capitalized on favorable market conditions.~~current year. However, these increased costs were largely offset by higher negotiated delivered wood sales prices, which allowed us to maintain stumpage values.

Depletion expense ~~increased 11%~~decreased to $4.1 million for the three months ended March 31, 2022 from $7.7 million for the three months ended March 31, 2021 due to a $3.0 million decrease that resulted from ~~$6.9~~the disposition of our Pacific Northwest property in August 2021 and a $0.6 million decrease in the U.S. South, primarily driven by lower blended depletion rates in the current year.

Cost of timberland sales increased to $4.3 million for the three months ended March 31, ~~2020 primarily due to an increase in the Pacific Northwest driven by a 96% increase in harvest volume, partially offset by a decrease in the U.S. South mainly as a result of lower harvest volume.~~

~~Cost of timberland sales decreased to~~2022 from $2.2 ~~million for the three months ended March 31, 2021 from $3.4 million for the three months ended March 31, 2020 due to selling fewer acres in the current year quarter.~~

~~General and administrative expenses decreased by~~ ~~$3.7 million to$3.6 million~~ ~~for the three months ended~~ ~~March 31, 2021primarily due to recognizing non-recurring post-employment benefits of $3.5 million in the prior year quarter related to the retirement of our former CEO in January 2020.~~

~~Interest expense.~~ ~~Interest expense decreased $1.0 million to $2.9~~ million for the three months ended March 31, 2021 primarily due to selling more acres in the current year period.

Forestry management expenses decreased $0.3 million to $1.6 million for the three months ended March 31, 2022 from $1.9 million for the three months ended March 31, 2021 primarily due to lower personnel costs.

General and administrative expenses increased by $0.4 million to $4.0 million for the three months ended March 31, 2022 primarily due to higher professional fees.

Other operating expenses decreased by $0.5 million to $1.2 million for the three months ended March 31, 2022 primarily due to decreases in road maintenance costs as a ~~$0.9~~result of the Pacific Northwest disposition in August 2021.

Interest expense. Interest expense decreased $0.4 million ~~decrease in interest paid after consideration of patronage dividends~~to $2.5 million for the three months ended March 31, 2022 primarily due to a lower weighted-average debt outstanding balance and a $0.2 million decrease in amortization of the off-market swap value ~~at hedge inception~~ in the current year ~~quarter. We paid less interest as a result of a decrease in our average outstanding debt balance and a lower weighted-average interest rate compared to the prior year quarter.~~period.

~~Gain on large dispositions.~~ Net income (loss).During the three months ended March 31, 2021, we did not complete any large dispositions. During the same period in 2020, we recognized a gain of $1.3 million on the disposition of 14,400 acres of our wholly-owned timberlands.

~~Income (loss) from unconsolidated joint ventures. For the three months ended~~ ~~March 31, 2021, we recognized~~ ~~$0.6 million of~~ ~~income from the Dawsonville Bluffs Joint Venture, which represents our portion of the joint venture's total net income.~~ For the three months ended March 31, ~~2020,~~2022, we recognized ~~$0.1~~$3.2 million of ~~loss from the Dawsonville Bluffs Joint Venture. We did not recognize~~ net income ~~(loss) from the Triple T Joint Venture in the first quarters of 2021 and 2020 as our equity investment had been written down~~compared to ~~zero as of December 31, 2020 and 2019, respectively,~~

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~~and we have not guaranteed obligations of the venture and are not otherwise committed to provide it additional financial support.~~

~~Net loss.~~ ~~Our~~a $0.6 million net loss ~~decreased by $3.7 million to $0.6 million~~ for the three months ended March 31, ~~2021 from $4.2 million for~~2021. We generated net income in the ~~three months ended March 31, 2020~~current year quarter primarily as a result of significant increases in our net timber sales prices, profits on timberland sales, lower blended depletion rates and lower interest expense. The improvement in our net income was primarily due to a ~~$2.6~~$4.2 million decrease in total expenses and a ~~$1.0~~$0.4 million decrease in interest expense, offset by a $0.7 million ~~increase~~decrease in total revenue and a ~~$0.7~~$0.1 million ~~increase~~ decrease in income recognized from ~~the Dawsonville Bluffs Joint Venture, offset by a $1.3 million decrease in gain on large dispositions.~~our unconsolidated joint venture. Our net ~~loss~~income per share for the three months ended March 31, ~~2021 and 2020~~2022 was $0.07 as compared to a net loss per share of $0.01 ~~and $0.09, respectively.~~for the three months ended March 31, 2021.

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,~~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;

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•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.

•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 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 three months ended March 31, ~~2021,~~2022, Adjusted EBITDA was ~~$12.9~~$14.8 million, ~~comparable to~~a $1.9 million increase from the three months ended March 31, ~~2020~~2021 primarily due to a ~~$0.8 million increase in Adjusted EBITDA generated by the Dawsonville Bluffs Joint Venture, a $0.5~~$2.6 million increase in net ~~timber~~timberland sales, ~~revenue and~~offset by a ~~$0.1~~$0.9 million ~~increase~~decrease in asset management fee ~~revenues, offset by a $1.4 million decrease in net timberland sales.~~revenues.

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Our reconciliation of net ~~loss~~income (loss) to Adjusted EBITDA for the three months ended March 31, ~~2021~~2022 and ~~2020~~2021 follows:


`		Three Months Ended March 31,
							Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021
Net loss		$	(551)	$	(4,249)
Net income (loss)						Net income (loss)	$	3,184	$	(551)
Add:	Add:					Add:
Depletion	Depletion	7,725		6,941		Depletion	4,149		7,725
Interest expense (1)	Interest expense (1)	2,342		3,250		Interest expense (1)	2,111		2,342
Amortization (1)	Amortization (1)	633		758		Amortization (1)	423		633
Depletion, amortization, basis of timberland, mitigation credits sold included in loss from unconsolidated joint venture (2)	Depletion, amortization, basis of timberland, mitigation credits sold included in loss from unconsolidated joint venture (2)	88		—		Depletion, amortization, basis of timberland, mitigation credits sold included in loss from unconsolidated joint venture (2)	64		88
Basis of timberland sold, lease terminations and other (3)	Basis of timberland sold, lease terminations and other (3)	1,966		3,276		Basis of timberland sold, lease terminations and other (3)	4,040		1,966
Stock-based compensation expense	Stock-based compensation expense	619		1,872		Stock-based compensation expense	851		619
Gain on large dispositions (4)		—		(1,279)
Post-employment benefits (5)		16		2,286
Other (6)		99		34
Post-employment benefits (4)						Post-employment benefits (4)	8		16
Other (5)						Other (5)	16		99
Adjusted EBITDA	Adjusted EBITDA	$	12,937	$	12,889	Adjusted EBITDA	$	14,846	$	12,937

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

~~(6)~~Table of Contents

(5)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 three months ended March 31, ~~2021,~~2022, Harvest EBITDA was ~~$8.9~~$9.6 million, a ~~$0.3~~$0.7 million increase from the prior year period, primarily due to a $0.5 million ~~increase in net timber sales revenue, offset by a $0.1 million increase~~decrease in other operating expenses and a $0.3 million decrease in forestry management expenses. Real Estate EBITDA ~~decreased~~increased by ~~$1.4~~$2.6 million to ~~$3.1~~$5.8 million as a result of selling ~~fewer~~more acres in ~~2021, albeit at a higher average price per acre.~~2022. Investment Management EBITDA ~~increased~~decreased by ~~$0.9~~$1.1 million to ~~$3.8~~$2.7 million for the three months ended March 31, ~~2021~~2022 primarily due to a ~~$0.8~~$0.9 million ~~increase~~decrease in asset management fees and a $0.1 million decrease in Adjusted EBITDA generated by the Dawsonville Bluffs ~~Joint Venture.~~joint venture.

The following table presents Adjusted EBITDA by reportable segment:

~~Table of Contents~~


		Three Months Ended March 31,					Three Months Ended March 31,
(in thousands)	(in thousands)	2021		2020		(in thousands)	2022		2021
Harvest	Harvest	$	8,927	$	8,607	Harvest	$	9,611	$	8,927
Real Estate	Real Estate	$	3,144	$	4,518	Real Estate	$	5,752	$	3,144
Investment Management	Investment Management	$	3,820	$	2,887	Investment Management	$	2,733	$	3,820
Corporate	Corporate	$	(2,954)	$	(3,123)	Corporate	$	(3,250)	$	(2,954)
Total	Total	$	12,937	$	12,889	Total	$	14,846	$	12,937

~~Application of~~ Critical Accounting ~~Policies~~Estimates

There have been no material changes to our critical accounting ~~policies~~estimates from those disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a result of our 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 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 March 31, ~~2021,~~2022, we had following debt balances outstanding under the Amended Credit Agreement:

(in thousands)

Credit Facility

Maturity Date

Interest Rate

Outstanding Balance

Term Loan A-1

12/23/2024

LIBOR + 1.75%

~~100,000~~84,706

Term Loan A-2

12/1/01/2026

LIBOR + 1.90%

~~100,000~~

~~Term Loan A-3~~

~~12/1/2027~~

~~LIBOR + 2.00%~~

~~68,619~~89,706

Term Loan A-4

8/22/2025

LIBOR + 1.70%

~~140,000~~

~~Multi-Draw Term Facility~~

~~12/1/2024~~

~~LIBOR + 2.20%~~

~~34,086~~125,588

Total Principal Balance

~~442,705~~300,000

As of March 31, ~~2021,~~2022, we had two outstanding interest rate swaps with terms below:

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(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

As of March 31, ~~2021,~~2022, after consideration of the interest rate swaps, ~~$167.7~~$25.0 million of our total debt outstanding was subject to variable interest rates while the remaining $275.0 million was 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 March 31, ~~2021,~~2022, along with the corresponding average interest rates, are listed below:

~~Table of Contents~~


		Expected Maturity Date																						Expected Maturity Date
(dollars in thousands)	(dollars in thousands)	2021			2022			2023			2024			2025			Thereafter			Total			(dollars in thousands)	2022			2023			2024			2025			2026			Thereafter			Total
Maturing debt:	Maturing debt:																						Maturing debt:
Variable-rate debt	Variable-rate debt	$	—		$	—		$	—		$	66,786		$	45,780		$	55,139		$	167,705		Variable-rate debt	$	—		$	—		$	7,059		$	10,466		$	7,475		$	—		$	25,000
Effectively fixed-rate debt	Effectively fixed-rate debt	$	—		$	—		$	—		$	67,300		$	94,220		$	113,480		$	275,000		Effectively fixed-rate debt	$	—		$	—		$	77,647		$	115,122		$	82,231		$	—		$	275,000
Average interest rate: (1)
Average interest rate (1):																							Average interest rate (1):
Variable-rate debt	Variable-rate debt	—		%	—		%	—		%	2.09		%	1.81		%	2.05		%	2.00		%	Variable-rate debt	—		%	—		%	2.21		%	2.16		%	2.36		%	—		%	2.23		%
Effectively fixed-rate debt	Effectively fixed-rate debt	—		%	—		%	—		%	3.98		%	3.98		%	3.98		%	3.98		%	Effectively fixed-rate debt	—		%	—		%	3.95		%	3.95		%	3.95		%	—		%	3.95		%

(1)Inclusive of applicable spread but before considering patronage dividends.

As of March 31, ~~2021,~~2022, the weighted-average interest rate of our outstanding debt, after consideration of the interest rate swaps, was ~~3.23%~~3.80%, before considering patronage dividends. A 1.0% change in interest rates would result in a change in interest expense of ~~$1.7~~$0.3 million per year. The amount of variable-rate debt outstanding in the future will largely be dependent upon the level of cash flow from ~~operations~~operations and the rate at which we are able to deploy such cash flow toward repayment of outstanding debt, the acquisition of timberland properties, and ~~investments in joint ventures.~~other investments.

ITEM 4. 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 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 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.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In response to the COVID-19 pandemic, our teams have been working remotely since the middle of March 2020. We took precautionary measures to ensure our internal control over financial reporting addressed the risks of working in a remote environment. We are continually monitoring and assessing the potential effects of the COVID-19 pandemic on the design and operating effectiveness of our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Table of Contents

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 1A. RISK FACTORS

There are no material changes from the risk factors included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Table of Contents~~

Issuer Purchases of Equity Securities

The following table provides information regarding our purchases of our common stock during the quarter ended March 31, ~~2021:~~2022:


Period	Period	Total Number of Shares Repurchased (2)	Average Price Paid per Share (2)		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)			Period	Total Number of Shares Repurchased (2)	Average Price Paid per Share (2)		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)
January 1 - January 31	January 1 - January 31	—	$	—	—	$	—	$	13.7	million	January 1 - January 31	—	$	—	—	$	—	$	13.7	million
February 1 - February 28	February 1 - February 28	46,399	$	10.55	—	$	—	$	13.7	million	February 1 - February 28	50,279	$	8.02	—	$	—	$	13.7	million
March 1 - March 31	March 1 - March 31	—	$	—	—	$	—	$	13.7	million	March 1 - March 31	—	$	—	—	$	—	$	13.7	million
Total	Total	46,399			—						Total	50,279			—

(1)See Item 2—2 — Management Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources for details of our SRP.

(2)Includes shares ~~purchased for~~withheld to satisfy tax withholding ~~purposes outside of our SRP.~~requirements.

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Table of Contents

ITEM 6. EXHIBITS

The exhibits required to be filed with this report are set forth below and incorporated by reference herein.

Exhibit Number

Description

Reference

3.1

Sixth Articles of Amendment and Restatement ~~of CatchMark Timber Trust, Inc. (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 ~~9, 2013)~~12 , 2013 , Exhibit 3.1

3.2

First Articles of Amendment to the Sixth Articles of Amendment and Restatement ~~of CatchMark Timber Trust, Inc. (incorporated by reference to Exhibit 3.2 to the Registration Statement on~~

Form S-11 (File No. 333-191322) filed on September 23, 2013, Exhibit 3.2

3.3

Articles of Amendment ~~of CatchMark Timber Trust, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on~~

Form 8-K filed on October 25, 2013, ~~(the “October 25 Form 8-K”))~~Exhibit 3.1

3.4

Articles of Amendment ~~of CatchMark Timber Trust, Inc. (incorporated by reference to~~

Form 8-K filed on October 25, 2013, Exhibit 3.2 ~~to the October 25 Form 8-K)~~

3.5

Articles Supplementary

~~Articles Supplementary (incorporated by reference to Exhibit 3.3 to the~~Form 8-K filed on October 25, ~~Form 8-K)~~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)~~2013, Exhibit 3.6

3.7

Amendment No. 1 to Amended and Restated Bylaws ~~(incorporated by reference to Exhibit 3.1 to the Current Report on~~

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

10.1

*
+

~~Amended and Restated Employment Agreement, dated as~~Form of ~~March 11, 2021, by and among~~Time-Based Restricted Stock Award Certificate under the CatchMark Timber Trust, Inc.~~, CTT Employee, LLC and Brian M. Davis (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 17, 2021)~~ 2021 Incentive Plan

10.2

*
+

Form of Performance-Based Restricted Stock Award Certificate under the CatchMark Timber Trust, Inc. 2021 Incentive Plan

10.3

*
+

Form of Performance-Based LTIP Unit Award Certificate under the CatchMark Timber Trust, Inc. 2021 Incentive Plan

10.4

*
+

Form of Distribution Equivalent Award Certificate with respect to Restricted Stock Awards under the CatchMark Timber Trust, Inc. 2021 Incentive Plan

10.5

*
+

Form of Distribution Equivalent Award Certificate with respect to LTIP Unit Awards under the CatchMark Timber Trust Inc. 2021 Incentive Plan

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 ~~200~~20022

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*

Certification 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

101.INS*

XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH*

XBRL Taxonomy Extension Schema Document

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document

Table of Contents

104*

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

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

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Table of Contents

SIGNATURES

Pursuant to the requirements 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.

CATCHMARK TIMBER TRUST, INC.

(Registrant)

Date:

May ~~6, 2021~~5, 2022

By:

/s/ Ursula Godoy-Arbelaez

Ursula Godoy-Arbelaez
Chief Financial Officer, Senior Vice President, and Treasurer
(Principal Financial Officer and Principal Accounting Officer)

4137


Acres by state as of March 31, 2021 (1)	Fee	Lease	Total
South
Alabama	66,300	1,800	68,100
Florida	500	0	500
Georgia	230,100	13,700	243,800
South Carolina	69,700	0	69,700
	366,600	15,500	382,100
Pacific Northwest
Oregon	18,100	0	18,100
Total	384,700	15,500	400,200