0001341141ctt:MainlineLoggingRoadsMember2021-09-30

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 ~~June~~September 30, 2021


☐			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 ~~August 2,~~November 1, 2021: ~~48,899,174~~48,888,424 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
SEC						Securities and Exchange Commission
SRP						Share Repurchase Program
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 ~~June~~September 30, 2021 and December 31, 2020

Consolidated Statements of Operations for the Three Months and ~~Six~~Nin e Months Ended ~~June~~September 3 0 ,30, 2021 and 2020

Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Ni ne ~~and Six~~ Months Ended ~~June~~September 3 0 ,30, 2021 and 2020

Consolidated Statements of Equity for the Three Months and Nine ~~and Six~~ Months Ended ~~June~~September 3 0 ,30, 2021 and 2020

Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 3 0 ,30, 2021 and 2020

Condensed Notes to Consolidated Financial Statements

Item 2.

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

3029

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

4443

Item 4.

Controls and Procedures

4544

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

4645

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~~that covers our ~~stockholders~~dividend throughout the business cycle; that future developments related to the COVID-19 pandemic and actions taken in response thereto could adversely impact our business and ~~the businesses~~those of our ~~unconsolidated joint ventures;~~customers and contractors; that we believe we are well-positioned to weather additional economic turmoil as a result of our deleveraging initiatives and other balance sheet strengthening undertaken over the last three years; ~~that we expect the Bandon disposition to close in the third quarter of 2021 and that we expect to recognize a gain thereon;~~property performance and anticipated growth in our portfolio; expectations to generate revenues from environmental initiatives; 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, the expected use of proceeds from the sale of 301,000 acres by Triple T to a client of Hancock (as defined herein), and the timing for closing such transaction.

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 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. Our results of operations for the three months and ~~six~~nine months ended ~~June~~September 30, 2021 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)


		June 30, 2021		December 31, 2020			September 30, 2021		December 31, 2020
Assets:	Assets:					Assets:
Cash and cash equivalents	Cash and cash equivalents	$	22,291	$	11,924	Cash and cash equivalents	$	24,566	$	11,924
Accounts receivable	Accounts receivable	7,615		8,333		Accounts receivable	7,232		8,333
Prepaid expenses and other assets	Prepaid expenses and other assets	6,349		5,878		Prepaid expenses and other assets	6,603		5,878
Operating lease right-of-use asset (Note 7)	Operating lease right-of-use asset (Note 7)	2,680		2,831		Operating lease right-of-use asset (Note 7)	2,604		2,831
Deferred financing costs	Deferred financing costs	125		167		Deferred financing costs	2,752		167
Timber assets (Note 3):	Timber assets (Note 3):					Timber assets (Note 3):
Timber and timberlands, net	Timber and timberlands, net	475,354		576,680		Timber and timberlands, net	470,441		576,680
Intangible lease assets	Intangible lease assets	3		5		Intangible lease assets	2		5
Assets held for sale (Note 3)		75,940		0
Investments in unconsolidated joint ventures (Note 4)	Investments in unconsolidated joint ventures (Note 4)	1,907		1,510		Investments in unconsolidated joint ventures (Note 4)	1,327		1,510
Total assets	Total assets	$	592,264	$	607,328	Total assets	$	515,527	$	607,328

Liabilities:	Liabilities:					Liabilities:
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	5,595	$	4,808	Accounts payable and accrued expenses	$	4,606	$	4,808
Operating lease liability (Note 7)	Operating lease liability (Note 7)	2,849		2,988		Operating lease liability (Note 7)	2,779		2,988
Other liabilities	Other liabilities	23,149		32,130		Other liabilities	20,428		32,130
Notes payable and lines of credit, net of deferred financing costs (Note 5)	Notes payable and lines of credit, net of deferred financing costs (Note 5)	430,659		437,490		Notes payable and lines of credit, net of deferred financing costs (Note 5)	337,835		437,490
Total liabilities	Total liabilities	462,252		477,416		Total liabilities	365,648		477,416

Commitments and Contingencies (Note 7)	Commitments and Contingencies (Note 7)	0		0		Commitments and Contingencies (Note 7)	—		—

Stockholders’ Equity:	Stockholders’ Equity:					Stockholders’ Equity:
Class A Common stock, $0.01 par value; 900,000 shares authorized; 48,906 and 48,765 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		489		488
Class A Common stock, $0.01 par value; 900,000 shares authorized; 48,899 and 48,765 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively						Class A Common stock, $0.01 par value; 900,000 shares authorized; 48,899 and 48,765 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	489		488
Additional paid-in capital	Additional paid-in capital	729,155		728,662		Additional paid-in capital	729,532		728,662
Accumulated deficit and distributions	Accumulated deficit and distributions	(584,368)		(572,493)		Accumulated deficit and distributions	(567,656)		(572,493)
Accumulated other comprehensive loss	Accumulated other comprehensive loss	(16,731)		(27,893)		Accumulated other comprehensive loss	(14,323)		(27,893)
Total stockholders’ equity	Total stockholders’ equity	128,545		128,764		Total stockholders’ equity	148,042		128,764
Noncontrolling Interests	Noncontrolling Interests	1,467		1,148		Noncontrolling Interests	1,837		1,148
Total equity	Total equity	130,012		129,912		Total equity	149,879		129,912
Total liabilities and equity	Total liabilities and equity	$	592,264	$	607,328	Total liabilities and equity	$	515,527	$	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 June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Revenues:	Revenues:									Revenues:
Timber sales	Timber sales	$	20,111	$	16,173	$	40,260	$	34,339	Timber sales	$	15,850	$	18,060	$	56,110	$	52,399
Timberland sales	Timberland sales	7,632		1,673		10,989		6,452		Timberland sales	2,122		2,430		13,111		8,882
Asset management fees	Asset management fees	3,211		2,857		6,329		5,832		Asset management fees	2,984		3,118		9,313		8,950
Other revenues	Other revenues	986		1,054		2,048		2,106		Other revenues	1,117		1,005		3,165		3,111
		31,940		21,757		59,626		48,729			22,073		24,613		81,699		73,342
Expenses:	Expenses:									Expenses:
Contract logging and hauling costs	Contract logging and hauling costs	8,825		6,978		17,556		14,255		Contract logging and hauling costs	6,689		7,688		24,245		21,943
Depletion	Depletion	6,657		6,707		14,382		13,648		Depletion	4,560		7,286		18,942		20,934
Cost of timberland sales	Cost of timberland sales	5,641		1,463		7,796		4,885		Cost of timberland sales	1,318		1,926		9,114		6,811
Forestry management expenses	Forestry management expenses	1,707		1,671		3,594		3,505		Forestry management expenses	1,725		1,666		5,319		5,171
General and administrative expenses	General and administrative expenses	3,094		3,024		6,694		10,291		General and administrative expenses	2,954		2,768		9,648		13,059
Land rent expense	Land rent expense	20		96		133		220		Land rent expense	80		114		213		334
Other operating expenses	Other operating expenses	1,714		1,585		3,427		3,221		Other operating expenses	1,558		1,458		4,985		4,679
		27,658		21,524		53,582		50,025			18,884		22,906		72,466		72,931

Other income (expense):	Other income (expense):									Other income (expense):
Interest income	Interest income	0		4		1		50		Interest income	1		1		2		51
Interest expense	Interest expense	(3,337)		(4,070)		(6,265)		(8,027)		Interest expense	(3,216)		(3,563)		(9,481)		(11,590)
Gain (loss) on large dispositions		759		(5)		759		1,274
Gain on large dispositions										Gain on large dispositions	23,377		—		24,136		1,274
		(2,578)		(4,071)		(5,505)		(6,703)			20,162		(3,562)		14,657		(10,265)

Income (loss) before unconsolidated joint ventures	Income (loss) before unconsolidated joint ventures	1,704		(3,838)		539		(7,999)		Income (loss) before unconsolidated joint ventures	23,351		(1,855)		23,890		(9,854)
Income (loss) from unconsolidated joint ventures (Note 4)	Income (loss) from unconsolidated joint ventures (Note 4)	49		(2,345)		663		(2,433)		Income (loss) from unconsolidated joint ventures (Note 4)	(43)		(2,294)		620		(4,727)
Net income (loss)	Net income (loss)	1,753		(6,183)		1,202		(10,432)		Net income (loss)	23,308		(4,149)		24,510		(14,581)
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest	4		0		3		0		Net income attributable to noncontrolling interest	56		—		59		—
Net income (loss) attributable to common stockholders	Net income (loss) attributable to common stockholders	$	1,749	$	(6,183)	$	1,199	$	(10,432)	Net income (loss) attributable to common stockholders	$	23,252	$	(4,149)	$	24,451	$	(14,581)

Weighted-average common shares outstanding - basic	Weighted-average common shares outstanding - basic	48,421		48,744		48,398		48,866		Weighted-average common shares outstanding - basic	48,441		48,766		48,412		48,833
Income (loss) per share - basic	Income (loss) per share - basic	$	0.04	$	(0.13)	$	0.02	$	(0.21)	Income (loss) per share - basic	$	0.48	$	(0.09)	$	0.51	$	(0.30)

Weighted-average common shares outstanding - diluted	Weighted-average common shares outstanding - diluted	48,562		48,744		48,513		48,866		Weighted-average common shares outstanding - diluted	48,637		48,766		48,613		48,833
Income (loss) per share - diluted	Income (loss) per share - diluted	$	0.04	$	(0.13)	$	0.02	$	(0.21)	Income (loss) per share - diluted	$	0.48	$	(0.09)	$	0.50	$	(0.30)

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)

(in thousands)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2021		2020		2021		2020			2021		2020		2021		2020
Net income (loss)	Net income (loss)	$	1,753	$	(6,183)	$	1,202	$	(10,432)	Net income (loss)	$	23,308	$	(4,149)	$	24,510	$	(14,581)
Other comprehensive income (loss):	Other comprehensive income (loss):									Other comprehensive income (loss):
Market value adjustment to interest rate swaps	Market value adjustment to interest rate swaps	(4,504)		(2,249)		11,181		(26,727)		Market value adjustment to interest rate swaps	2,414		3,799		13,595		(22,928)
Comprehensive income (loss)	Comprehensive income (loss)	(2,751)		(8,432)		12,383		(37,159)		Comprehensive income (loss)	25,722		(350)		38,105		(37,509)
Comprehensive income (loss) attributable to noncontrolling interest		(11)		0		19		0
Comprehensive income attributable to noncontrolling interest										Comprehensive income attributable to noncontrolling interest	6		—		25		—
Comprehensive income (loss) attributable to common stockholders	Comprehensive income (loss) attributable to common stockholders	$	(2,740)	$	(8,432)	$	12,364	$	(37,159)	Comprehensive income (loss) attributable to common stockholders	$	25,716	$	(350)	$	38,080	$	(37,509)

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	Balance, December 31, 2020	48,765	$	488	$	728,662	$	(572,493)	$	(27,893)			$	128,764			$	1,148					$	129,912	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	139	1		(46)		—		—		(45)				174					129		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)	—	—		—		(6,537)		—		(6,537)				—					(6,537)		Dividends on common stock ($0.135 per share)	—				—			—			(6,537)				—				(6,537)				—				(6,537)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—	—		—		—		—		—				(28)					(28)		Distributions to noncontrolling interest	—				—			—			—				—				—				(28)				(28)
Net loss	Net loss	—	—		—		(550)		—		(550)				(1)					(551)		Net loss	—				—			—			(550)				—				(550)				(1)				(551)
Other comprehensive income	Other comprehensive income	—	—		—		—		15,655		15,655				30					15,685		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	Balance, March 31, 2021	48,904				$	489		$	728,616		$	(579,580)			$	(12,238)			$	137,287			$	1,323			$	138,610
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	2	—		539		—		—		539				177					716		LTIP, net of forfeitures and amounts withheld for income taxes	2				—			539			—				—				539				177				716
Dividends on common stock ($0.135 per share)	Dividends on common stock ($0.135 per share)	—	—		—		(6,537)		—		(6,537)				—					(6,537)		Dividends on common stock ($0.135 per share)	—				—			—			(6,537)				—				(6,537)				—				(6,537)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—	—		—		—		—		—				(26)					(26)		Distributions to noncontrolling interest	—				—			—			—				—				—				(26)				(26)
Net income	Net income	—	—		—		1,749		—		1,749				4					1,753		Net income	—				—			—			1,749				—				1,749				4				1,753
Other comprehensive loss	Other comprehensive loss	—	—		—		—		(4,493)		(4,493)				(11)					(4,504)		Other comprehensive loss	—				—			—			—				(4,493)				(4,493)				(11)				(4,504)
Balance June 30, 2021	Balance June 30, 2021	48,906	$	489	$	729,155	$	(584,368)	$	(16,731)	$	128,545			$	1,467				$	130,012	Balance June 30, 2021	48,906				$	489		$	729,155		$	(584,368)			$	(16,731)			$	128,545			$	1,467			$	130,012
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	(7)				—			377			—				—				377				324				701
Dividends on common stock ($0.135 per share)																						Dividends on common stock ($0.135 per share)	—				—			—			(6,540)				—				(6,540)				—				(6,540)
Distributions to noncontrolling interest																						Distributions to noncontrolling interest	—				—			—			—				—				—				(16)				(16)
Net income																						Net income	—				—			—			23,252				—				23,252				56				23,308
Other comprehensive income																						Other comprehensive income	—				—			—			—				2,408				2,408				6				2,414
Balance September 30, 2021																						Balance September 30, 2021	48,899				$	489		$	729,532		$	(567,656)			$	(14,323)			$	148,042			$	1,837			$	149,879

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (CONTINUED)

(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, 2019	Balance, December 31, 2019	49,008	$	490					$	729,274			$	(528,847)				$	(8,276)			$	192,641			$	562	$	193,203	Balance, December 31, 2019	49,008			$	490		$	729,274		$	(528,847)		$	(8,276)		$	192,641		$	562	$	193,203
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	91		1				215			—			—			216			691			907
Dividends on common stock ($0.135 per share)	Dividends on common stock ($0.135 per share)	—	—		—		(6,564)				—					(6,564)			—				(6,564)		Dividends on common stock ($0.135 per share)	—		—				—			(6,564)			—			(6,564)			—			(6,564)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—	—		—		—				—					—			(84)				(84)		Distributions to noncontrolling interest	—		—				—			—			—			—			(84)			(84)
Repurchase of common stock	Repurchase of common stock	(352)	(4)		(2,550)		—				—					(2,554)			—				(2,554)		Repurchase of common stock	(352)		(4)				(2,550)			—			—			(2,554)			—			(2,554)
Net loss	Net loss	—	—		—		(4,249)				—					(4,249)			—				(4,249)		Net loss	—		—				—			(4,249)			—			(4,249)			—			(4,249)
Other comprehensive loss	Other comprehensive loss	—	—		—		—				(24,478)					(24,478)			—				(24,478)		Other comprehensive loss	—		—				—			—			(24,478)			(24,478)			—			(24,478)
Balance, March 31, 2020	Balance, March 31, 2020	48,747	$	487	$	726,939	$	(539,660)			$	(32,754)				$	155,012		$	1,169			$	156,181	Balance, March 31, 2020	48,747		$	487			$	726,939		$	(539,660)		$	(32,754)		$	155,012		$	1,169		$	156,181
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	33	1		537		—				—					538			125				663		LTIP, net of forfeitures and amounts withheld for income taxes	33		1				537			—			—			538			125			663
Dividends on common stock ($0.135 per share)	Dividends on common stock ($0.135 per share)	—	—		—		(6,524)				—					(6,524)			—				(6,524)		Dividends on common stock ($0.135 per share)	—		—				—			(6,524)			—			(6,524)			—			(6,524)
Distributions to noncontrolling interest	Distributions to noncontrolling interest	—	—		—		—				—					—			(17)				(17)		Distributions to noncontrolling interest	—		—				—			—			—			—			(17)			(17)
Repurchase of common stock	Repurchase of common stock	(9)	—		(67)		—				—					(67)			—				(67)		Repurchase of common stock	(9)		—				(67)			—			—			(67)			—			(67)
Net loss	Net loss	—	—		—		(6,183)				—					(6,183)			—				(6,183)		Net loss	—		—				—			(6,183)			—			(6,183)			—			(6,183)
Other comprehensive loss	Other comprehensive loss	—	—		—		—				(2,249)					(2,249)			—				(2,249)		Other comprehensive loss	—		—				—			—			(2,249)			(2,249)			—			(2,249)
Balance, June 30, 2020	Balance, June 30, 2020	48,771	$	488	$	727,409	$	(552,367)			$	(35,003)				$	140,527		$	1,277			$	141,804	Balance, June 30, 2020	48,771		$	488			$	727,409		$	(552,367)		$	(35,003)		$	140,527		$	1,277		$	141,804
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	(6)		—				358			—			—			358			218			576
Dividends on common stock ($0.135 per share)																									Dividends on common stock ($0.135 per share)	—		—				—			(6,525)			—			(6,525)			—			(6,525)
Distributions to noncontrolling interest																									Distributions to noncontrolling interest	—		—				—			—			—			—			(12)			(12)
Repurchase of common stock																									Repurchase of common stock	—		—				—			—			—			—			—			—
Net loss																									Net loss	—		—				—			(4,149)			—			(4,149)			—			(4,149)
Other comprehensive income																									Other comprehensive income	—		—				—			—			3,799			3,799			—			3,799
Balance, September 30, 2020																									Balance, September 30, 2020	48,765		$	488			$	727,767		$	(563,041)		$	(31,204)		$	134,010		$	1,483		$	135,493

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2021		2020			2021		2020
Cash Flows from Operating Activities:	Cash Flows from Operating Activities:					Cash Flows from Operating Activities:
Net income (loss)	Net income (loss)	$	1,202	$	(10,432)	Net income (loss)	$	24,510	$	(14,581)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:	Adjustments to reconcile net income (loss) to net cash provided by operating activities:					Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depletion	Depletion	14,382		13,648		Depletion	18,942		20,934
Basis of timberland sold, lease terminations and other	Basis of timberland sold, lease terminations and other	7,667		4,997		Basis of timberland sold, lease terminations and other	8,832		6,988
Stock-based compensation expense	Stock-based compensation expense	1,386		2,577		Stock-based compensation expense	2,152		3,207
Noncash interest expense	Noncash interest expense	1,171		1,771		Noncash interest expense	1,708		2,469
Noncash lease expense	Noncash lease expense	11		20		Noncash lease expense	18		28
Other amortization	Other amortization	87		83		Other amortization	120		124
Gain on large dispositions	Gain on large dispositions	(759)		(1,274)		Gain on large dispositions	(24,136)		(1,274)
(Income) loss from unconsolidated joint ventures	(Income) loss from unconsolidated joint ventures	(663)		2,433		(Income) loss from unconsolidated joint ventures	(620)		4,727
Operating distributions from unconsolidated joint ventures						Operating distributions from unconsolidated joint ventures	—		273
Interest paid under swaps with other-than-insignificant financing element	Interest paid under swaps with other-than-insignificant financing element	2,845		1,492		Interest paid under swaps with other-than-insignificant financing element	4,306		2,904
Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable	Accounts receivable	(258)		473		Accounts receivable	124		(1,092)
Prepaid expenses and other assets	Prepaid expenses and other assets	497		409		Prepaid expenses and other assets	(32)		(5)
Accounts payable and accrued expenses	Accounts payable and accrued expenses	878		2,656		Accounts payable and accrued expenses	(90)		1,959
Other liabilities	Other liabilities	1,606		1,177		Other liabilities	1,048		986
Net cash provided by operating activities	Net cash provided by operating activities	30,052		20,030		Net cash provided by operating activities	36,882		27,647

Cash Flows from Investing Activities:	Cash Flows from Investing Activities:					Cash Flows from Investing Activities:
Capital expenditures (excluding timberland acquisitions)	Capital expenditures (excluding timberland acquisitions)	(3,320)		(3,766)		Capital expenditures (excluding timberland acquisitions)	(3,923)		(4,332)
Investment in unconsolidated joint ventures	Investment in unconsolidated joint ventures	0		(5,000)		Investment in unconsolidated joint ventures	—		(5,000)
Distributions from unconsolidated joint ventures	Distributions from unconsolidated joint ventures	266		400		Distributions from unconsolidated joint ventures	803		127
Net proceeds from large dispositions	Net proceeds from large dispositions	7,340		20,863		Net proceeds from large dispositions	106,763		20,863
Net cash provided by investing activities	Net cash provided by investing activities	4,286		12,497		Net cash provided by investing activities	103,643		11,658

Cash Flows from Financing Activities:	Cash Flows from Financing Activities:					Cash Flows from Financing Activities:
Repayment of notes payable	Repayment of notes payable	(7,295)		(20,850)		Repayment of notes payable	(102,705)		(20,850)
Proceeds from notes payable	Proceeds from notes payable	0		5,000		Proceeds from notes payable	—		5,000
Financing costs paid	Financing costs paid	(7)		(1,004)		Financing costs paid	(349)		(1,019)
Interest paid under swaps with other-than-insignificant financing element	Interest paid under swaps with other-than-insignificant financing element	(2,845)		(1,492)		Interest paid under swaps with other-than-insignificant financing element	(4,306)		(2,904)
Dividends/distributions paid	Dividends/distributions paid	(13,128)		(13,189)		Dividends/distributions paid	(19,684)		(19,726)
Repurchase of common shares	Repurchase of common shares	(158)		(2,130)		Repurchase of common shares	(233)		(2,207)
Repurchase of common shares for minimum tax withholding	Repurchase of common shares for minimum tax withholding	(538)		(999)		Repurchase of common shares for minimum tax withholding	(606)		(1,052)
Net cash used in financing activities	Net cash used in financing activities	(23,971)		(34,664)		Net cash used in financing activities	(127,883)		(42,758)
Net change in cash and cash equivalents	Net change in cash and cash equivalents	10,367		(2,137)		Net change in cash and cash equivalents	12,642		(3,453)
Cash and cash equivalents, beginning of period	Cash and cash equivalents, beginning of period	11,924		11,487		Cash and cash equivalents, beginning of period	11,924		11,487
Cash and cash equivalents, end of period	Cash and cash equivalents, end of period	$	22,291	$	9,350	Cash and cash equivalents, end of period	$	24,566	$	8,034

See accompanying notes.

Table of Contents

CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2021 (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 99.76% of its Common Units. CatchMark LP Holder, LLC (“CatchMark LP Holder”), a Delaware limited liability company and wholly-owned subsidiary of CatchMark Timber Trust, is a limited partner of CatchMark Timber OP and owns 0.01% of its Common Units. The remaining 0.23% of CatchMark Timber OP’s common units are owned by current and former officers and directors of CatchMark Timber Trust. In addition, CatchMark Timber Trust conducts certain aspects of its business through CatchMark Timber TRS, Inc. (“CatchMark TRS”), a Delaware corporation formed as a wholly-owned subsidiary of CatchMark Timber OP in 2006. CatchMark TRS is a taxable REIT subsidiary. Unless otherwise noted, references herein to CatchMark shall include CatchMark Timber Trust and all of its subsidiaries, including CatchMark Timber OP, and the subsidiaries of CatchMark Timber OP, including CatchMark TRS.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The consolidated financial statements of CatchMark have been prepared in accordance with 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 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.

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

Table of Contents

CatchMark evaluates the recoverability of its investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, CatchMark estimates the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, management assesses whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, management considers the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) CatchMark’s intent and ability to retain its interest long enough for a recovery in market value. If management concludes that the impairment is "other than temporary," CatchMark reduces the investment to its estimated fair value.

For information on CatchMark’s unconsolidated joint ventures, which are accounted for using the equity method of accounting, see Note 4 — Unconsolidated Joint Ventures.

~~Assets Held for Sale~~

CatchMark generally considers assets to be held for sale at the point at which a sale contract is executed, the buyer has made a significant non-refundable earnest money deposit against the contracted purchase price and there is a high degree of certainty a transaction will close. ~~See~~ ~~Note 3 — Timber Assets~~ ~~for additional information.~~

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 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 events 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 result from the use and eventual disposal of its timber assets (the "Recoverable Amount") and if 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 there has been no impairment to its timber assets as of ~~June~~September 30, 2021.

Earnings Per Share Attributable to Common Stockholders

Basic earnings (loss) per common share is calculated as net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings (loss) per share equals basic earnings (loss) per common share, adjusted to reflect the dilution that would occur if all outstanding securities convertible into common shares or contracts to issue common shares were converted or exercised and the related proceeds are then used to repurchase common shares. The following table provides the reconciliation of CatchMark's basic weighted-average common shares to diluted weighted-average common shares for the three months and ~~six~~nine months ended ~~June~~September 30, 2021:


		Three Months Ended June 30,	Six Months Ended June 30,		Three Months Ended September 30,	Nine Months Ended September 30,
		2021	2021		2021	2021
Weighted-average common shares outstanding - basic	Weighted-average common shares outstanding - basic	48,421	48,398	Weighted-average common shares outstanding - basic	48,441	48,412
Effect of potentially dilutive securities	Effect of potentially dilutive securities	141	115	Effect of potentially dilutive securities	196	201
Weighted-average common shares outstanding - diluted	Weighted-average common shares outstanding - diluted	48,562	48,513	Weighted-average common shares outstanding - diluted	48,637	48,613
Anti-dilutive shares excluded from diluted weighted-average common shares	Anti-dilutive shares excluded from diluted weighted-average common shares	22	132	Anti-dilutive shares excluded from diluted weighted-average common shares	52	37

For the three months and ~~six~~nine months ended ~~June~~September 30, 2021, potentially dilutive securities included unvested shares of service-based restricted stock and contingently issuable performance-based restricted stock and LTIP Units as of ~~June~~September 30, 2021. Vested Common Units have been excluded from the computation of earnings per common share because all income attributable to the Common Units has been recorded as noncontrolling interest and excluded from net income attributable to common stockholders. All potentially dilutive securities outstanding during the three months and nine months ended September 30, 2020 were anti-dilutive as a result of incurring net loss for each of the respective periods.

Table of Contents

~~net income attributable to common stockholders. All securities outstanding during the three months and six months ended June 30, 2020 were anti-dilutive.~~

Segment Information

CatchMark primarily engages in the acquisition, ownership, operation, management, and disposition of timberland properties located in the United States, either directly through wholly-owned subsidiaries or through equity method investments in affiliated joint ventures. CatchMark defines operating segments in accordance with ASC Topic 280, Segment Reporting, to reflect the manner in which its chief operating decision maker, the Chief Executive Officer, evaluates performance and allocates resources in managing the business. CatchMark has aggregated those operating segments into 3 reportable segments: Harvest, Real Estate and Investment Management. See Note 9 — Segment Information for additional information.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides entities with optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform if certain criteria are met. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848), which refines the scope of Topic 848 and clarifies some of its guidance to reduce diversity in practice related to accounting for (1) modifications to the terms of affected derivatives and (2) existing hedging relationships in which the affected derivatives are designated as hedging instruments. These amendments are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into on or before December 31, 2022. CatchMark has elected the optional expedients, which will be applied to all eligible contracts and hedging relationships as reference rate replacement activities occur.

3. Timber Assets

As of ~~June~~September 30, 2021 and December 31, 2020, timber and timberlands ~~excluding assets held for sale,~~ consisted of the following, respectively:


		As of June 30, 2021							As of September 30, 2021
(in thousands)	(in thousands)	Gross		Accumulated Depletion or Amortization		Net		(in thousands)	Gross		Accumulated Depletion or Amortization		Net
Timber	Timber	$	184,394	$	9,146	$	175,248	Timber	$	184,635	$	13,473	$	171,162
Timberlands	Timberlands	299,908		0		299,908		Timberlands	299,099		—		299,099
Mainline roads	Mainline roads	1,053		855		198		Mainline roads	1,052		872		180
Timber and timberlands	Timber and timberlands	$	485,355	$	10,001	$	475,354	Timber and timberlands	$	484,786	$	14,345	$	470,441


		As of December 31, 2020							As of December 31, 2020
(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	$	278,361	$	29,112	$	249,249
Timberlands	Timberlands	327,089		0		327,089		Timberlands	327,089		—		327,089
Mainline roads	Mainline roads	1,176		834		342		Mainline roads	1,176		834		342
Timber and timberlands	Timber and timberlands	$	606,626	$	29,946	$	576,680	Timber and timberlands	$	606,626	$	29,946	$	576,680

Timberland Sales

During the three months ended ~~June~~September 30, 2021 and 2020, CatchMark sold ~~4,300~~1,000 and ~~1,100~~1,200 acres of timberland for ~~$7.6~~$2.1 million and ~~$1.7~~$2.4 million, respectively. CatchMark's cost basis in the timberland sold was ~~$5.3~~$1.2 million and ~~$1.4~~$1.8 million, respectively.

During the nine months ended September 30, 2021 and 2020, CatchMark sold 7,100 and 5,200 acres of timberland for $13.1 million and $8.9 million, respectively. CatchMark's cost basis in the timberland sold was $8.5 million and $6.3 million, respectively.

Table of Contents

~~During the~~ ~~six months ended~~ June 30, 2021 and 2020, CatchMark sold 6,100 and 4,100 acres of timberland for $11.0 million and $6.5 million, respectively. CatchMark's cost basis in the timberland sold was $7.3 million and $4.5 million, respectively.

Large Dispositions

CatchMark closed 12 large ~~disposition~~dispositions during ~~each of~~ the ~~six~~nine months ended ~~June~~September 30, ~~2021 and 2020, respectively.~~2021.

On June 23, 2021, CatchMark completed the sale of 5,000 acres of its wholly-owned timberlands in Georgia for $7.5 million. CatchMark's cost basis was $6.6 million. CatchMark recognized a gain of $0.8 million from this large disposition. Of the total net proceeds, $7.3 million was used to pay down CatchMark's outstanding debt balance on the Multi-Draw Term Facility.

On ~~January 31, 2020,~~August 11, 2021, CatchMark completed the sale of ~~14,400~~approximately 18,100 acres of its wholly-owned timberlands in Oregon (the "Bandon Disposition") for ~~$21.3~~$100.0 million. CatchMark's cost basis was ~~$19.6~~$76.0 million. CatchMark recognized a gain of $23.4 million from the Bandon Disposition. Of the total net proceeds, ~~$20.9~~$95.4 million was used to pay down CatchMark's outstanding debt balance on the Multi-Draw Term ~~Facility.~~

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

Six Months Ended June 30,
Acres Sold In 2021 2020
South
     Timberland Sales
          Alabama 1,600 2,200
Florida 500 0
          Georgia 3,900 1,300
          South Carolina 100 300
          Tennessee 0 300
6,100 4,100
     Large Dispositions
         Georgia 5,000 14,400
5,000 14,400
Total 11,100 18,500

~~Timber Assets Held For Sale~~

On June 21, 2021, CatchMark entered into a purchase and sale agreement (the “Purchase Agreement”) with Roseburg Resources Co. (the “Buyer” or "Roseburg"), to sell 18,100 acres of Oregon timberlands (the “Bandon Property”) for $100 million. Upon entering into the Purchase Agreement, the Buyer made a $5 million non-refundable earnest money deposit with an escrow agent, which will be credited against the purchase price upon closing. The disposition is expected to close in the third quarter of 2021. Under the terms of CatchMark's amended credit agreement, as amended on August 4, 2021, net proceeds from the Bandon Property disposition will be required to be used to pay down CatchMark's Multi-Draw Term Facility and Term Loan A-3. ~~See~~ ~~Note 10 —Subsequent Events~~ ~~for more information.~~

CatchMark classified the Bandon Property as assets held for sale on its consolidated balance sheet as of June 30, 2021 in accordance with ASC 360. CatchMark generally considers assets to be held for sale at the point at which a sale contract is executed, the buyer has made a significant non-refundable earnest money deposit against the contracted purchase price and there is a high degree of certainty a transaction will close. The disposition of the Bandon ~~Property~~property was not considered a strategic shift that had or will have a major effect on CatchMark's operations or financial results and, therefore, did not meet the requirements for presentation as discontinued operations. As of June 30, 2021, the Bandon Property had a book basis of $75.9 million, which was lower than its contracted selling price, net of expected cost of sale. Accordingly, there has been 0 impairment as of June 30, 2021.

~~Table of Contents~~

Condensed income statement information for the Bandon ~~Property~~property is as follows:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Revenues	Revenues	$	3,713	$	1,611	$	8,656	$	3,505	Revenues	$	372	$	2,676	$	9,028	$	6,181
Depletion expense	Depletion expense	$	2,215	$	1,191	$	5,235	$	2,501	Depletion expense	$	233	$	1,583	$	5,468	$	4,084
Other operating expenses (1)	Other operating expenses (1)	$	2,230	$	1,291	$	5,517	$	2,590	Other operating expenses (1)	$	357	$	1,592	$	5,875	$	4,182
		$	(732)	$	(871)	$	(2,096)	$	(1,586)		$	(218)	$	(499)	$	(2,315)	$	(2,085)

(1)Excludes general and administrative expense and interest expense, which are not allocated to the property level.

AsCatchMark closed 1 large disposition during the nine months ended September 30, 2020. On January 31, 2020, CatchMark completed the sale of ~~June 30, 2021, assets held~~14,400 acres of its wholly-owned timberlands for ~~sales consisted~~$21.3 million. CatchMark's cost basis was $19.6 million and CatchMark recognized a gain of $1.3 million on the ~~following amounts:~~

As of June 30, 2021
(in thousands) Gross Accumulated
Depletion or
Amortization Net
Timber $ 64,044 $ 5,235 $ 58,809
Timberlands 16,898 0 16,898
Mainline roads 265 32 233
Timber and timberlands $ 81,207 $ 5,267 $ 75,940
disposition.

~~CatchMark did 0t have assets held for sale as of December 31, 2020.~~Timberland sales and large dispositions acreage by state is listed below:


	Nine Months Ended September 30,
Acres Sold In	2021	2020
Timberland Sales
Alabama	1,800	2,200
Florida	500	—
Georgia	4,700	1,500
South Carolina	100	1,200
Tennessee	—	300
	7,100	5,200
Large Dispositions
Georgia	5,000	14,400
Oregon	18,100	—
	23,100	14,400

Total	30,200	19,600

Table of Contents

Current Timberland Portfolio

As of ~~June~~September 30, 2021, CatchMark directly owned interests in ~~390,400~~370,100 acres of timberlands in the U.S. South, ~~and Pacific Northwest, 375,400~~356,300 acres of which were fee-simple interests and ~~15,000~~13,800 acres were leasehold interests. Land acreage by state is listed below:


Acres by state as of June 30, 2021 (1)		Fee	Lease	Total
South
Acres by state as of September 30, 2021 (1)					Acres by state as of September 30, 2021 (1)	Fee	Lease	Total
Alabama	Alabama	65,800	1,800	67,600	Alabama	65,600	1,800	67,400
Georgia	Georgia	221,900	13,200	235,100	Georgia	221,100	12,000	233,100
South Carolina	South Carolina	69,600	0	69,600	South Carolina	69,600	—	69,600
		357,300	15,000	372,300
Pacific Northwest
Oregon (2)		18,100	0	18,100
Total	Total	375,400	15,000	390,400	Total	356,300	13,800	370,100

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

~~(2)Represents assets currently held for sale.~~

4. Unconsolidated Joint Ventures

As of ~~June~~September 30, 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).

~~Table of Contents~~

As of June 30, 2021
Dawsonville Bluffs Joint Venture Triple T Joint Venture
Ownership percentage 50.0% 22.0% (1)
Acreage owned by the joint venture 0 1,079,500
Merchantable timber inventory (million tons) 0 42.6 (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. On October 14, 2021, CatchMark redeemed its interests in the Triple T Joint Venture (the "Triple T Exit"). See Note 10 — Subsequent Events for further details.

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, iswas the sole general partner of the Triple T Joint Venture.

On June 24, 2020, CatchMark invested an additional $5.0 million of equity on the same terms and conditions as its existing investment in the Triple T Joint Venture in connection with amendments to the joint venture agreement and asset management agreement. The amended asset management agreement increased the asset management fee payable to CatchMark as described below in Asset Management Fees. The amended joint venture agreement increased the 10.25% cumulative return on the ~~preferred investors’~~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~~used the equity method to account for its investment in the Triple T Joint Venture since it ~~does~~did not possess the power to direct the activities that most significantly impact the economic performance of the Triple T Joint Venture, and accordingly, CatchMark ~~does~~did not possess the first characteristic of a primary beneficiary described in GAAP. CatchMark ~~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~~provided CatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it iswas appropriate for CatchMark to apply the equity method of accounting to its investment in the Triple T Joint Venture.

The Triple T Joint Venture agreement ~~provides~~provided for liquidation rights and distribution priorities that ~~are~~were significantly different from CatchMark's stated ownership percentage based on total equity contributions. The Preferred Investors ~~are~~were 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~~used the hypothetical-liquidation-at-book-value method (“HLBV”) to determine its equity in the earnings of the Triple T Joint Venture. The HLBV method is commonly applied to equity investments in real estate, where cash distribution percentages vary at different points in time and are not directly linked to an investor's ownership percentage. For investments accounted for under the HLBV method, applying the percentage ownership interest to

Table of Contents

GAAP net income in order to determine earnings or losses would not accurately represent the income allocation and cash flow distributions that will ultimately be received by the investors.

CatchMark ~~applies~~applied HLBV using a balance sheet approach. A calculation iswas prepared at each balance sheet date to determine the amount that CatchMark would receive if the Triple T Joint Venture were to liquidate all of its assets (at

~~Table of Contents~~

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, iswas CatchMark's income or loss from the Triple T Joint Venture for the period.

On September 1, 2021, the Triple T Joint Venture sold 300,000 acres of its East Texas timberlands for $497 million, or approximately $1,656 per acre, to an entity that is a client of Hancock Natural Resource Group, Inc. (the "Hancock Disposition"). The Triple T Joint Venture's cost basis was $407.8 million and it recognized a gain of $78.8 million on the disposition. Despite the gain on the Hancock Disposition, CatchMark recognized no equity share of income from the Triple T Joint Venture for the three months and nine months ended September 30, 2021 due to CatchMark's subordinated common limited partnership interest.

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


		As of					As of
(in thousands)	(in thousands)	June 30, 2021		December 31, 2020		(in thousands)	September 30, 2021		December 31, 2020
Triple T Joint Venture	Triple T Joint Venture					Triple T Joint Venture
Total assets	Total assets	$	1,539,961	$	1,547,344	Total assets	$	1,494,831	$	1,547,344
Total liabilities	Total liabilities	$	767,663	$	763,715	Total liabilities	$	648,728	$	763,715
Total equity	Total equity	$	772,298	$	783,629	Total equity	$	846,103	$	783,629
CatchMark	CatchMark					CatchMark
Carrying value of investment	Carrying value of investment	$	0	$	0	Carrying value of investment	$	—	$	—

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

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2021 2020 2021 2020
Triple T Joint Venture
Total revenues $ 28,708 $ 34,588 $ 60,591 $ 69,869
Net loss $ (9,773) $ (9,935) $ (16,306) $ (15,663)
CatchMark
Equity share of net loss $ 0 $ (2,311) $ 0 $ (2,311)

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

Six Months Ended June 30,
(in thousands) 2021 2020
Triple T Joint Venture
Net cash provided by (used in) operating activities $ 9,828 $ (145,665)
Net cash used in investing activities $ (2,433) $ (3,270)
Net cash provided by (used in) financing activities $ (8) $ 154,111
Net change in cash and cash equivalents $ 7,387 $ 5,176
Cash and cash equivalents, beginning of period $ 35,321 $ 39,614
Cash and cash equivalents, end of period $ 42,708 $ 44,790

The statement of cash flow information for the six months ended June 30, 2020 has been revised to correctly present the $147.2 million paid by the Triple T Joint Venture in June 2020 in connection with an amendment to its sawtimber supply agreement with GP as an operating activity. The amount was previously classified as an investing cash flow.


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Triple T Joint Venture
Total revenues	$	40,037	$	44,222	$	100,629	$	114,091
Gain on large disposition	$	78,811	$	—	$	78,811	$	—
Net income (loss)	$	71,862	$	(9,973)	$	55,556	$	(25,636)
CatchMark
Equity share of income (loss)	$	—	$	(2,689)	$	—	$	(5,000)

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.

~~Subsequent Event Related to Triple T Joint Venture~~zero.

On ~~July 30,~~October 14, 2021, ~~the Triple T Joint Venture~~ CatchMark entered into a ~~purchase~~recapitalization and ~~sale~~redemption agreement with an entity (the "Purchaser") that is a client of Hancock Natural Resource Group, Inc. ("Hancock") to sell approximately 301,000 acres of its East Texas timberlands for $498 million, or $1,656 per acre (the "Purchase Price"). The acres to be sold

~~Table of Contents~~

~~represent a portion of the 1.1 million acres of East Texas timberlands owned by~~ the Triple T Joint Venture and the ~~proceeds from~~Preferred Investors for the ~~sale are expected to be used to reduce~~redemption of CatchMark's common equity interest in the Triple T Joint Venture’s leverage and to pay down a portion of the preferred partnership interests in the joint venture held by Preferred Investors. The Purchaser deposited $30 million with an escrow agent, which amount will be credited against the Purchase Price upon the closing of the disposition. Prior to closing, a third party will undertake a timber cruise of the timberlands to be transferred in connection with the disposition. If the timber cruise determines that the total cruised value varies from the estimated timber value contemplated by the Purchase Price by more than a designated threshold then the Purchase Price shall be adjusted downward or upward by the amount such variation exceeds the threshold. The disposition is expected to close in the third quarter of 2021, subject to satisfaction of normal and customary closing conditions.Venture. See Note 10 — Subsequent Events for further details.

Dawsonville Bluffs Joint Venture

During 2017, CatchMark formed the Dawsonville Bluffs Joint Venture with MPERS, and each owns a 50% membership interest. CatchMark shares substantive participation rights with MPERS, including management selection and termination, and the approval of material operating and capital decisions and, as such, uses the equity method of accounting to record its investment. Income or loss and cash distributions are allocated according to the provisions of the joint venture agreement, which are consistent with the ownership percentages for the Dawsonville Bluffs Joint Venture.

Table of Contents

As of ~~June~~September 30, 2021, the Dawsonville Bluffs Joint Venture had a mitigation bank with a book basis of $2.1 million remaining in its portfolio. Condensed balance sheet information for the Dawsonville Bluffs Joint Venture is as follows:


		As of					As of
(in thousands)	(in thousands)	June 30, 2021		December 31, 2020		(in thousands)	September 30, 2021		December 31, 2020
Dawsonville Bluffs Joint Venture	Dawsonville Bluffs Joint Venture					Dawsonville Bluffs Joint Venture
Total assets	Total assets	$	3,857	$	3,059	Total assets	$	2,666	$	3,059
Total liabilities	Total liabilities	$	43	$	39	Total liabilities	$	11	$	39
Total equity	Total equity	$	3,814	$	3,020	Total equity	$	2,655	$	3,020
CatchMark	CatchMark					CatchMark
Carrying value of investment	Carrying value of investment	$	1,907	$	1,510	Carrying value of investment	$	1,327	$	1,510

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Dawsonville Bluffs Joint Venture	Dawsonville Bluffs Joint Venture									Dawsonville Bluffs Joint Venture
Total revenues	Total revenues	$	270	$	0	$	1,898	$	0	Total revenues	$	228	$	1,246	$	2,126	$	1,246
Net income (loss)	Net income (loss)	$	98	$	(69)	$	1,325	$	(244)	Net income (loss)	$	(85)	$	790	$	1,240	$	546
CatchMark	CatchMark									CatchMark
Equity share of net income (loss)	Equity share of net income (loss)	$	49	$	(34)	$	663	$	(122)	Equity share of net income (loss)	$	(43)	$	395	$	620	$	273

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

Six Months Ended June 30,
(in thousands) 2021 2020
Dawsonville Joint Venture
Net cash provided by (used in) operating activities $ 1,736 $ (261)
Net cash used in financing activities $ (531) $ (800)
Net change in cash and cash equivalents $ 1,205 $ (1,061)
Cash and cash equivalents, beginning of period $ 559 $ 1,441
Cash and cash equivalents, end of period $ 1,764 $ 380


	Nine Months Ended September 30,
(in thousands)	2021		2020
Dawsonville Joint Venture
Net cash provided by operating activities	$	1,634	$	633
Net cash used in financing activities	$	(1,605)	$	(800)
Net change in cash and cash equivalents	$	29	$	(167)
Cash and cash equivalents, beginning of period	$	559	$	1,441
Cash and cash equivalents, end of period	$	588	$	1,274

For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark received cash distributions of ~~$0.3~~$0.8 million and ~~$0.4~~$0.4 million, respectively, from the Dawsonville Bluffs Joint Venture.

Asset Management Fees

CatchMark provides asset management services to the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture. Under these arrangements, CatchMark oversees the day-to-day ~~operations~~operations of these joint ventures and their properties, 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~~provided that, effective June 24, 2020, CatchMark ~~earns~~earned an asset management fee equal to 1% of (a) the sum of the Acquisition Price and the $145.0 million paid to GP, multiplied by (b) 78.4%, and in the event the Preferred Investors have not received a return

of their capital contributions plus their preferred return, then the asset management fee percentage ~~decreases~~decreased from 1% to 0.75% at October 1, 2021, and to 0.25% at July 1, 2022. ~~The fee is also subject to deferment~~

On October 14, 2021, the amended and restated asset management agreement was terminated and replaced by a transition services agreement, effective September 1, 2021, under which CatchMark will provide transition services through March 2022 in ~~certain circumstances.~~exchange for a one-time payment of $5.0 million in cash. CatchMark received the payment on October 14, 2021. See Note 10 — Subsequent Events for further details.

For management of the Dawsonville Bluffs Joint Venture, CatchMark receives a percentage fee based on invested capital, as defined by the joint venture agreement. Additionally, CatchMark receives an incentive-based promote earned for exceeding investment hurdles.

During the three months and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark earned the following fees from these unconsolidated joint ventures:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Triple T Joint Venture (1)	Triple T Joint Venture (1)	$	3,112	$	2,850	$	6,224	$	5,678	Triple T Joint Venture (1)	$	2,789	$	3,112	$	9,013	$	8,789
Dawsonville Bluffs Joint Venture (2)	Dawsonville Bluffs Joint Venture (2)	99		7		105		154		Dawsonville Bluffs Joint Venture (2)	195		6		300		161
		$	3,211	$	2,857	$	6,329	$	5,832		$	2,984	$	3,118	$	9,313	$	8,950

(1)Includes $0.1 million of reimbursements of compensation costs for each of the three months ended ~~June~~September 30, 2021 and ~~2020, respectively.~~2020. Includes ~~$0.2~~$0.3 million and $0.4 million of reimbursements of compensation costs for the ~~six~~nine months ended~~June~~September 30, 2021 and 2020, respectively.

(2)Includes ~~$0.1~~$0.2 million of incentive-based promote earned for exceeding investment hurdles for the ~~six~~three months ended September 30, 2021. Includes $0.3 million and $0.1 million~~June~~ of incentive-based promote for the nine months ended September 30, 2021 and 2020, respectively.

5. Notes Payable and Lines of Credit

~~Amended~~ Credit Agreement Amendment

~~As of June 30, 2021,~~ CatchMark ~~was~~is 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, ~~(the "Amended Credit Agreement"),~~and August 4, 2021 with a syndicate of lenders, including CoBank, which serves as the administrative ~~agent. The Amended~~agent (the "Amended Credit ~~Agreement provides~~Agreement"). Prior to the amendment dated August 4, 2021 (the “Amendment”), the credit agreement provided 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 million ten-year term loan (the “Term Loan A-1”);

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

~~Table of Contents~~

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

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

The Amendment, among other things: (1) consented to CatchMark’s prepayment of the outstanding balance on its Multi-Draw Term Facility and Term Loan A-3 with the proceeds from the Bandon Disposition, and after the outstanding balance of any Multi-Draw Term Facility and Term Loan A-3 have been repaid in full, permits CatchMark to retain up to $5.0 million of such remaining proceeds for working capital purposes; (2) permits CatchMark, for a period of 18 months from the effective date of the Amendment, to, upon the repayment of the outstanding Term Loan A-3, reborrow Term Loan A-3 using borrowing mechanics substantially similar to those that apply to the Revolving Credit Facility, the proceeds of which shall be used solely to finance acquisitions of additional real property, all as set forth in the Amendment, with the same pricing and maturity date as the existing Term Loan A-3; and (3) extended the maturity date of the Revolving Credit Facility from December 1, 2022 to August 4, 2026.

CatchMark accounted for the Amendment as debt modification in accordance with ASC 470-50. Of the $322,000 financing costs incurred, $289,000 was deferred and, together with the existing deferred financing costs, is amortized

Table of Contents

over the remaining term of the respective facility. Approximately $33,000 of third-party related financing costs was expensed.

Credit Facilities

During the ~~six months ended June 30,~~second and the third quarters of 2021, CatchMark ~~paid down~~repaid $7.3 million and $95.4 million, respectively, of its outstanding ~~balance on the Multi-Draw Term Facility~~debt balances with net proceeds from a large ~~disposition.~~ dispositions (see Note 3 — Timber Assets). As of ~~June~~September 30, 2021 and December 31, 2020, ~~CatchMark~~CatchMark had the following debt balances outstanding:

(dollar amounts in thousands)
Current Interest Rate (1)
Outstanding Balance as of
Credit Facility Maturity Date Interest Rate June 30, 2021 December 31, 2020
Term Loan A-1 12/23/2024 LIBOR + 1.75% 1.85% $ 100,000 $ 100,000
Term Loan A-2 12/1/2026 LIBOR + 1.90% 2.00% 100,000 100,000
Term Loan A-3 12/1/2027 LIBOR + 2.00% 2.10% 68,619 68,619
Term Loan A-4 8/22/2025 LIBOR + 1.70% 1.80% 140,000 140,000
Multi-Draw Term Facility 12/1/2024 LIBOR + 2.20% 2.28% 26,791 34,086
Total principal balance $ 435,410 $ 442,705
Less: net unamortized deferred financing costs (4,751) (5,215)
Total $ 430,659 $ 437,490


(dollar amounts in thousands)			Current Interest Rate (1)	Outstanding Balance as of
Credit Facility	Maturity Date	Interest Rate		September 30, 2021		December 31, 2020
Term Loan A-1	12/23/2024	LIBOR + 1.75%	1.83%	$	100,000	$	100,000
Term Loan A-2	12/1/2026	LIBOR + 1.90%	1.98%	100,000		100,000
Term Loan A-3	12/1/2027	LIBOR + 2.00%	—%	—		68,619
Term Loan A-4	8/22/2025	LIBOR + 1.70%	1.78%	140,000		140,000
Multi-Draw Term Facility	12/1/2024	LIBOR + 1.90%	—%	—		34,086
Total principal balance				$	340,000	$	442,705
Less: net unamortized deferred financing costs				(2,165)		(5,215)
Total				$	337,835	$	437,490

(1)~~For the Multi-Draw Term Facility, the interest rate represents weighted-average interest rate as of June 30, 2021. The weighted-average interest rate excludes~~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 a result of reducing the Multi-Draw Term Facility and the Term Loan A-3 balances to zero, CatchMark reclassified $2.5 million of unamortized deferred financing costs from Notes Payable and Lines of Credit, where it was presented as a direct reduction from debt liabilities, to Deferred Financing Costs asset on the accompanying consolidated balance sheets.

As of ~~June~~September 30, 2021, CatchMark had ~~$158.2~~access to additional borrowing of $253.6 million, ~~of borrowing capacity remaining under its credit facilities,~~ consisting of ~~$123.2~~$35.0 million under the Revolving Credit Facility, $150.0 million under the Multi-Draw Term Facility and ~~$35.0~~$68.6 million under ~~the Revolving Credit Facility.~~Term Loan A-3.

On October 14, 2021, CatchMark further amended the Amended Credit Agreement and on October 15, 2021, CatchMark paid down $40.0 million of its outstanding debt balances with proceeds from the Triple T Exit transaction. See Note 10 — Subsequent Events for further details.

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%~~1.90%, in each case depending on CatchMark's LTV ratio, and ~~as of June 30, 2021, was to~~will terminate and all amounts outstanding under the facility due and payable on ~~December 1, 2022. On August 4, 2021, the maturity date of the Revolving Credit Facility was extended from December 1, 2022 to~~ August 4, 2026. ~~See~~ ~~Note 10 — Subsequent Events~~ ~~for more information.~~

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%~~1.90%, in each case depending on CatchMark's LTV ratio, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2024.

CatchMark pays the lenders an unused commitment fee on the unused portions of the Revolving Credit Facility and the Multi-Draw Term Facility at an adjustable rate ranging from 0.15% to 0.35%, depending on the LTV ratio. For ~~each of~~ the three months ended ~~June~~September 30, 2021 and 2020, CatchMark recognized $0.2 million and $0.1 million of unused commitment fees as interest expense on its consolidated statements of operations, respectively. For each of the ~~six~~nine months ended ~~June~~September 30, 2021, and 2020, CatchMark recognized ~~$0.3~~$0.4 million of unused commitment fees as interest expense on its consolidated statements of operations, respectively.

Table of Contents

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.

~~Table of Contents~~

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 patronage dividends received as a percentage of its weighted-average ~~eligible~~eligible debt balance. For the three months ended ~~June~~September 30, 2021 and 2020, CatchMark accrued ~~$1.0~~$0.8 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. For each of the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark accrued ~~$1.9~~$2.7 million, ~~and $1.8 million, respectively,~~ as patronage dividends receivable on its consolidated balance sheets and as an offset against interest expense on the consolidated statements of operations.

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

As of ~~June~~September 30, 2021 and December 31, 2020, 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:	June 30, 2021		December 31, 2020		Patronage dividends classified as:	September 30, 2021		December 31, 2020
Accounts receivable	Accounts receivable	$	1,891	$	3,597	Accounts receivable	$	2,727	$	3,597
Prepaid expenses and other assets (1)	Prepaid expenses and other assets (1)	4,311		3,335		Prepaid expenses and other assets (1)	4,311		3,335
Total	Total	$	6,202	$	6,932	Total	$	7,038	$	6,932

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

Debt Covenants

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

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

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

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

The Amended Credit Agreement permits CatchMark to declare, set aside funds for, or pay dividends, distributions, or other payments to stockholders so long as it is not in default under the Amended Credit Agreement. However, if CatchMark has suffered a bankruptcy event or a change of control, the Amended Credit agreement prohibits CatchMark from declaring, setting aside, or paying any dividend, distribution, or other payment other than as required to maintain its REIT qualification. The Amended Credit Agreement also subjects CatchMark to mandatory prepayment from proceeds generated from dispositions of timberlands or lease terminations, which may have the effect of limiting its ability to make distributions to stockholders under certain circumstances.See Note 10 — Subsequent Events for details of an amendment CatchMark entered into on October 14, 2021.

CatchMark was in compliance with the financial covenants of the Amended Credit Agreement as of ~~June~~September 30, 2021.

Interest Paid and Fair Value of Outstanding Debt

Table of Contents

During the three months and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark made the following cash interest payments on its borrowings:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Cash paid for interest	Cash paid for interest	$	2,300	$	2,800	$	4,600	$	6,900	Cash paid for interest	$	2,000	$	2,200	$	6,600	$	9,200

~~Table of Contents~~

Included in the interest payments for the three months ended ~~June~~September 30, 2021, were unused commitment fees of $0.1 million. No unused commitment fee was paid during the three months ended September 30, 2020. Included in the interest payments for the nine months ended September 30, 2021 and 2020, were unused commitment fees of ~~$0.1~~$0.4 million and ~~$0.2 million, respectively. Included in the interest payments for the six months ended June 30, 2021 and 2020, were unused commitment fees of~~ $0.3 ~~million and $0.4~~ million, respectively.

As of ~~June~~September 30, 2021 and December 31, 2020, the weighted-average interest rate on CatchMark's borrowings, after consideration of its interest rate swaps (see Note 6 — Interest Rate Swaps), was ~~3.24%~~3.55% and 3.25%, respectively. After further consideration of expected patronage dividends, CatchMark's weighted-average interest rate as of ~~June~~September 30, 2021 and December 31, 2020 was ~~2.44%~~2.70% and 2.45%, respectively.

As of ~~June~~September 30, 2021 and December 31, 2020, the fair value of CatchMark's outstanding debt approximated its book value. The fair value was estimated based on discounted cash flow analysis using the current market borrowing rates for similar types of borrowing arrangements as of the measurement dates.

6. Interest Rate Swaps

CatchMark uses interest rate swaps to mitigate its exposure to changing interest rates on its variable rate debt instruments. As of ~~June~~September 30, 2021, CatchMark had 2 outstanding interest rate swaps with terms below:

(dollar amounts in thousands)

Notional Amount

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 - 7YR

11/29/2019

11/30/2026

2.0830%

one-month LIBOR

75,000

275,000

As of ~~June~~September 30, 2021, CatchMark’s interest rate swaps effectively fixed the interest rate on $275.0 million of its ~~$435.4~~$340.0 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 ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 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 ~~June~~September 30, 2021 and December 31, 2020:

(in thousands)

Estimated Fair Value as of

(in thousands)

Estimated Fair Value as of

Instrument Type

Balance Sheet Classification

June 30, 2021

December 31, 2020

Instrument Type

Balance Sheet Classification

September 30, 2021

December 31, 2020

Derivatives designated as hedging instruments:

Interest rate swaps

Other liabilities

(19,442)

(30,029)

Interest rate swaps

Other liabilities

(17,279)

(30,029)

During the three months ended ~~June~~September 30, 2021 and 2020, CatchMark recognized a change in fair value of its interest rate swaps of $~~4.5~~2.2 million and ~~$2.2~~$3.4 million, as other comprehensive ~~loss,~~income, respectively. During the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark recognized a change in fair value of its interest rate swaps of ~~$11.2 million~~ ~~and~~ ~~$26.7~~$12.8 million as other comprehensive income and $24.2 million as other comprehensive loss, respectively.

Table of Contents

During the three months ended September 30, 2021 and 2020, CatchMark reclassified $0.2 million and $0.4 million from accumulated other comprehensive loss ~~respectively.~~to interest expense related to the off-market swap value at hedge inception. During the nine months ended September 30, 2021 and 2020, CatchMark reclassified $0.8 million and $1.3 million from accumulated other comprehensive loss to interest expense related to the off-market swap value at hedge inception. These reclassifications were netted with the market value adjustment to interest rate swaps in the consolidated statements of comprehensive income (loss).

Pursuant to the terms of its interest rate swaps, CatchMark paid ~~$1.4~~$1.5 million and ~~$1.2~~$1.4 million during the three months ended ~~June~~September 30, 2021 and 2020, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark paid $~~2.8~~4.3 million and ~~$1.5~~$2.9 million, respectively. All amounts were included in interest expense in the consolidated statements of operations.

During the three months ended June 30, 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. During the six months ended June 30, 2021 and 2020, CatchMark reclassified $0.6 million and $0.9 million from ~~accumulated other comprehensive loss to interest expense related to the off-market swap value at hedge inception.~~

~~Table of Contents~~

~~These reclassifications were netted with the market value adjustment to interest rate swaps in the consolidated statements of comprehensive income (loss).~~

As of ~~June~~September 30, 2021, CatchMark estimated that approximately $~~6.2~~6.0 million will be reclassified from accumulated other comprehensive loss to interest expense over the next 12 months.

7. Commitments and Contingencies

Mahrt Timber Agreements

In connection with its acquisition of timberlands from WestRock in 2007, CatchMark entered into a master stumpage agreement and a fiber supply agreement (collectively, the “Mahrt Timber Agreements”) with a wholly-owned subsidiary of WestRock. The master stumpage agreement provides that CatchMark will sell specified amounts of timber and make available certain portions of 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.

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, WestRock is required to purchase a minimum of 380,800 tons and we are committed to make available for purchase by WestRock a minimum of 443,200 tons of timber under the Mahrt Timber Agreements. For the ~~six~~nine months ended ~~June~~ September 30, 2021, WestRock purchased ~~184,300~~303,000 tons under the Mahrt Timber Agreements, which represented ~~11%~~12% of CatchMark's net timber sales revenue.

Timberland Operating Agreements

Pursuant to the terms of the timberland operating agreement between CatchMark and FRC (the "FRC Timberland Operating Agreement"), FRC manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to WestRock in compliance with the Mahrt Timber Agreements. In consideration for rendering the services described in the timberland operating agreement, CatchMark pays FRC (i) a 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, and is automatically

Table of Contents

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 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

~~Table of Contents~~

through November 30, ~~2021~~2022 for the U.S. South region ~~and December 31, 2021 for the~~ ~~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. The AFM Timberland Operating Agreement for the Pacific Northwest region terminated as of the close of the Bandon Disposition, except for limited administrative services which will terminate as of December 31, 2021.

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”) 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 $107,000~~recorded $110,000 and $108,400 of operating lease expense for the three months ended ~~June~~September 30, 2021 and 2020, respectively. For each of the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark recorded ~~$217,000~~$328,000 and $325,000 of operating lease expense, respectively. For the three months ended ~~June~~September 30, 2021 and 2020, CatchMark paid ~~$102,000~~$105,000 and ~~$98,000,~~ $100,000, respectively, in cash for its office lease. For the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020, CatchMark paid $312,000 a~~$207,000~~nd $297,000, respec ~~and~~ ~~$197,000, respectively,~~tively, 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 ~~June~~September 30, 2021 and December 31, 2020:


		As of						As of
(in thousands)	(in thousands)	June 30, 2021			December 31, 2020		(in thousands)	September 30, 2021			December 31, 2020
Required payments	Required payments						Required payments
2021	2021	$	206		412		2021	$	103		412
2022	2022	424			424		2022	424			424
2023	2023	435			435		2023	435			435
2024	2024	447			447		2024	447			447
2025	2025	459			459		2025	459			459
Thereafter	Thereafter	1,414			1,414		Thereafter	1,414			1,414
		$	3,385		$	3,591		$	3,282		$	3,591
Less: imputed interest	Less: imputed interest	(536)					Less: imputed interest	(503)
Operating lease liability	Operating lease liability	$	2,849				Operating lease liability	$	2,779

Remaining lease term (years)	Remaining lease term (years)	7.4					Remaining lease term (years)	7.2
Discount rate	Discount rate	4.58		%			Discount rate	4.58		%

CatchMark holds leasehold interests in ~~15,000~~13,800 acres of timberlands under a long-term lease that expires in May 2022 (the “LTC Lease”). The LTC Lease provides CatchMark access rights to harvest timber as specified in the LTC Lease, which is, therefore, a lease of biological assets, and is excluded from the scope of ASC 842.

Table of Contents

As of ~~June~~September 30, 2021, CatchMark had the following future lease payments under the LTC Lease:


(in thousands)	(in thousands)	Required Payments		(in thousands)	Required Payments
2021	2021	$	311	2021	$	11
2022	2022	299		2022	261
		$	610		$	272

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,

~~Table of Contents~~

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. Stock-based Compensation

Long-Term Incentive Plans

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

Service-based Restricted Stock Grants to Employees

During the three months ended ~~June~~September 30, 2021, CatchMark did 0tnot issue any shares of service-based restricted stock to its employees. During the ~~six~~nine months ended ~~June~~ September 30, 2021, CatchMark granted 148,817 shares of service-based restricted stock to its employees, vesting in equal installments over a four-year period. The fair value of $1.6 million was determined based on the closing price of CatchMark's common stock on the grant date and is amortized evenly over the vesting period.

A rollforward of CatchMark's unvested, service-based restricted stock awards to employees for the ~~six~~nine months ended ~~June~~September 30, 2021 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	Unvested at December 31, 2020	374,822	$	10.51	Unvested at December 31, 2020	374,822	$	10.51
Granted	Granted	148,817	$	10.77	Granted	148,817	$	10.77
Vested	Vested	(124,745)	$	10.54	Vested	(124,745)	$	10.54
Forfeited	Forfeited	0	$	0	Forfeited	(875)	$	10.74
Unvested at June 30, 2021		398,894	$	10.60
Unvested at September 30, 2021					Unvested at September 30, 2021	398,019	$	10.60

Table of Contents

Performance-based Awards

During the three months ended September 30, 2021, CatchMark did not make any performance-based grants. On March 11, 2021, ~~the Compensation Committee approved the 2021 executives' LTIP and, pursuant to which,~~ CatchMark granted 202,930 performance-based LTIP Units to its executive officers and 44,180 shares of performance-based restricted stock to its eligible officers (the "2021 Performance-based Grant"). The issuance represents the maximum number of LTIP Units or shares of restricted stock that could be earned based on the relative performance of CatchMark's TSR ~~as compared to a~~against pre-established ~~peer group's TSR and to the Russell Microcap Index in each case~~benchmarks over a three-year performance period from January 1, 2021 to December 31, 2023. ~~The Compensation Committee will determine the earned awards after the end of the performance period, and the earned awards will vest in~~ ~~two~~ ~~equal installments in the first quarter of 2024 and 2025.~~ The total compensation cost of the 2021 Performance-based Grant was $1.5 million and will be amortized over a weighted-vesting period of 3.5 years. ~~The fair value of each LTIP Unit and share of restricted stock was calculated using Monte-Carlo simulation with the following assumptions:~~

~~Table of Contents~~


~~Grant date market price (March 11, 2021)~~	$	~~10.90~~
~~Weighted-average fair value per granted share~~	$	~~6.26~~
~~Assumptions:~~
~~Volatility~~	~~43.08~~		%
~~Expected term (years)~~	~~3.0~~
~~Risk-free interest rate~~	~~0.39~~		%

A rollforward of CatchMark's unvested, performance-based LTIP Units grants for the ~~six~~nine months ended ~~June~~September 30, 2021 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	Unvested at December 31, 2020	349,703	$	6.03	Unvested at December 31, 2020	349,703	$	6.03
Granted	Granted	202,930	$	6.26	Granted	202,930	$	6.26
Vested	Vested	(7,705)	$	1.31	Vested	(7,705)	$	1.31
Forfeited	Forfeited	(39,020)	$	1.82	Forfeited	(39,020)	$	1.82
Unvested at June 30, 2021		505,908	$	6.52
Unvested at September 30, 2021					Unvested at September 30, 2021	505,908	$	6.52

A rollforward of CatchMark's unvested, performance-based restricted stock grants for the ~~six~~nine months ended ~~June~~September 30, 2021 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	Unvested at December 31, 2020	31,526	$	4.90	Unvested at December 31, 2020	31,526	$	4.90
Granted	Granted	44,180	$	6.26	Granted	44,180	$	6.26
Vested	Vested	0	$	0	Vested	—	$	—
Forfeited	Forfeited	(7,937)	$	1.84	Forfeited	(7,937)	$	1.84
Unvested at June 30, 2021		67,769	$	6.14
Unvested at September 30, 2021					Unvested at September 30, 2021	67,769	$	6.14

Equity Grants to Independent Directors

On April 9, 2021, 3,876 shares of CatchMark's restricted common stock granted to 2 independent directors upon their appointments to CatchMark's board of directors in April 2020 became vested. CatchMark repurchased 426 shares to satisfy income tax liabilities upon vesting.

On June 24, 2021, CatchMark's independent directors' 2020 annual equity-based grants vested, which included 16,868 shares of restricted stock and 25,302 LTIP Units. CatchMark repurchased 3,710 shares from 2 independent directors to satisfy income tax liabilities upon vesting of the restricted stock.

On June 25, 2021, CatchMark issued the annual equity-based grants to its independent directors who were elected at its 2021 annual meeting of stockholders. Each independent director received a grant with a fair value of $70,000, which will vest on the date of CatchMark's 2022 annual meeting of stockholders. Upon their respective elections, 1 independent director received 5,838 shares of CatchMark's restricted common stock and the remaining 4 independent directors each received 5,838 LTIP Units in CatchMark Timber OP.

A rollforward of CatchMark's unvested restricted stock and LTIP Unit grants to the directors for the ~~six~~nine months ended ~~June~~September 30, 2021 is as follows:


	Restricted Stock			LTIP Units
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Units	Weighted-Average Grant Date Fair Value
Unvested as of December 31, 2020	20,744	$	8.17	25,302	$	8.30
Granted	5,838	$	11.99	23,353	$	11.99
Vested	(20,744)	$	8.17	(25,302)	$	8.30
Forfeited	—	$	—	—	$	—
Unvested as of September 30, 2021	5,838	$	11.99	23,353	$	11.99

Table of Contents

Restricted Stock LTIP Units
Number of Shares
Weighted-Average
Grant Date
Fair Value
Number of Units
Weighted-Average
Grant Date
Fair Value
Unvested as of December 31, 2020 20,744 $ 8.17 25,302 $ 8.30
Granted 5,838 $ 11.99 23,353 $ 11.99
Vested (20,744) $ 8.17 (25,302) $ 8.30
Forfeited 0 $ 0 0 $ 0
Unvested as of June 30, 2021 5,838 $ 11.99 23,353 $ 11.99

Stock-based Compensation Expense

A summary of CatchMark's stock-based compensation expense for the three months and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 is presented below:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
General and administrative expenses (1)	General and administrative expenses (1)	$	624	$	623	$	1,136	$	2,380	General and administrative expenses (1)	$	624	$	520	$	1,760	$	2,900
Forestry management expenses	Forestry management expenses	143		82		250		197		Forestry management expenses	142		110		392		307
Total (2)	Total (2)	$	767	$	705	$	1,386	$	2,577	Total (2)	$	766	$	630	$	2,152	$	3,207

(1)The ~~six~~nine months ended ~~June~~September 30, 2020 includes $1.2 million of accelerated stock-based compensation expense related to the retirement of CatchMark's former CEO in January 2020.

(2)The three months and ~~six~~nine months ended ~~June~~September 30, 2021 includes $0.3 million and ~~$0.5~~$0.9 million of stock-based compensation recognized as noncontrolling interest, respectively.

As of ~~June~~September 30, 2021, approximately ~~$6.4~~$5.6 million of compensation expense related to unvested restricted stock and LTIP Units remained to be recognized over a weighted-average period of ~~2.6~~2.4 years.

9. Segment Information

As of ~~June~~September 30, 2021, CatchMark had the following reportable segments: Harvest, Real Estate and Investment Management. Harvest includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Real Estate includes timberland sales, cost of timberland sales and large dispositions. Investment Management includes investment in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along with other expense and income items, are not allocated among segments. Asset information and capital expenditures by segment are not reported because CatchMark does not use these measures to assess performance. CatchMark’s investments in unconsolidated joint ventures are reported separately on the accompanying consolidated balance sheets. During the periods presented, there have been no material intersegment transactions.

The following table presents revenues by reportable segment:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Harvest	Harvest	$	21,097	$	17,227	$	42,308	$	36,445	Harvest	$	16,967	$	19,065	$	59,275	$	55,510
Real Estate	Real Estate	7,632		1,673		10,989		6,452		Real Estate	2,122		2,430		13,111		8,882
Investment Management	Investment Management	3,211		2,857		6,329		5,832		Investment Management	2,984		3,118		9,313		8,950
Total	Total	$	31,940	$	21,757	$	59,626	$	48,729	Total	$	22,073	$	24,613	$	81,699	$	73,342

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


	Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	2021		2020		2021		2020
Harvest	$	7,077	$	8,502	$	25,371	$	24,497
Real Estate	1,974		2,272		12,451		8,342
Investment Management	2,951		3,653		10,046		9,363
Corporate	(2,138)		(2,028)		(7,490)		(7,479)
Total	$	9,864	$	12,399	$	40,378	$	34,723

Table of Contents

Three Months Ended
June 30, Six Months Ended
June 30,
(in thousands) 2021 2020 2021 2020
Harvest $ 9,367 $ 7,388 $ 18,294 $ 15,995
Real Estate 7,333 1,552 10,477 6,070
Investment Management 3,275 2,823 7,095 5,710
Corporate (2,398) (2,328) (5,352) (5,451)
Total $ 17,577 $ 9,435 $ 30,514 $ 22,324

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


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Adjusted EBITDA	Adjusted EBITDA	$	17,577	$	9,435	$	30,514	$	22,324	Adjusted EBITDA	$	9,864	$	12,399	$	40,378	$	34,723
Subtract:	Subtract:									Subtract:
Depletion	Depletion	6,657		6,707		14,382		13,648		Depletion	4,560		7,286		18,942		20,934
Interest expense (1)	Interest expense (1)	2,752		3,006		5,094		6,256		Interest expense (1)	2,679		2,865		7,773		9,121
Amortization (1)	Amortization (1)	636		1,116		1,269		1,874		Amortization (1)	577		747		1,846		2,621
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (2)	Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (2)	15		0		103		0		Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (2)	10		140		113		140
Basis of timberland sold, lease terminations and other (3)	Basis of timberland sold, lease terminations and other (3)	5,701		1,721		7,667		4,997		Basis of timberland sold, lease terminations and other (3)	1,165		1,991		8,832		6,988
Stock-based compensation expense	Stock-based compensation expense	767		705		1,386		2,577		Stock-based compensation expense	766		630		2,152		3,207
(Gain) loss on large dispositions (4)		(759)		5		(759)		(1,274)
Gain on large dispositions (4)										Gain on large dispositions (4)	(23,377)		—		(24,136)		(1,274)
HLBV loss from unconsolidated joint venture (5)	HLBV loss from unconsolidated joint venture (5)	0		2,311		0		2,311		HLBV loss from unconsolidated joint venture (5)	—		2,689		—		5,000
Post-employment benefits (6)	Post-employment benefits (6)	7		11		23		2,297		Post-employment benefits (6)	11		10		34		2,307
Other (7)	Other (7)	48		36		147		70		Other (7)	165		190		312		260
Net income (loss)	Net income (loss)	$	1,753	$	(6,183)	$	1,202	$	(10,432)	Net income (loss)	$	23,308	$	(4,149)	$	24,510	$	(14,581)

(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.

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

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

(4)Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value. Such dispositions are infrequent in nature, are not part of core operations, and would cause material variances in comparative results if not reported separately.

(5)Reflects HLBV losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.

(6)Reflects one-time, non-recurring post-employment benefits associated with the retirement of our former CEO, including severance pay, payroll taxes, professional fees, and accrued dividend equivalents paid in installments over agreed-upon periods of time.

(7)Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberland portfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.

10. Subsequent Events

Triple T Exit

On October 14, 2021, CatchMark entered into a recapitalization and redemption agreement with the Triple T Joint Venture and the preferred limited partners of Triple T Joint Venture for the redemption of CatchMark’s common equity interests in the Triple T Joint Venture in exchange for $35.0 million in cash (the “Triple T Exit”). The amended and restated asset management agreement between CatchMark and the Triple T Joint Venture was terminated and replaced by a transition services agreement, effective September 1, 2021 through March 2022, under which CatchMark will provide transition services in exchange for a service fee of $5.0 million, which will be recognized as asset management fee revenue on a straight-line basis over the term of the transition services agreement.

Table of Contents

Credit Agreement Amendment and Debt Repayments

On October 14, 2021, CatchMark further amended the Amended Credit Agreement to, among other things, provide for consent to the Triple T Exit and permit CatchMark to retain the net proceeds from higher-and-better use timberland sales until it exceeds 3% of the aggregate value of the timberlands before any repayment of the outstanding debt is required.

On October 15, 2021, CatchMark used the proceeds from the Triple T Exit of $35.0 million and the $5.0 million transition services fee to pay down $40.0 million of its outstanding debt balances as follows:


(dollar amounts in thousands)		Repayments		Outstanding Balance as of October 15, 2021
Credit Facility	Maturity Date
Term Loan A-1	12/23/2024	$	15,294	$	84,706
Term Loan A-2	12/1/2026	10,294		89,706
Term Loan A-4	8/22/2025	14,412		125,588
Total		$	40,000	$	300,000

Dividend Declaration

On ~~August 5,~~October 15, 2021, CatchMark declared a cash dividend of ~~$0.135~~$0.075 per share for its common stockholders of record on ~~August 31,~~November 30, 2021, payable on ~~September~~December 15, 2021.

~~Credit Agreement Amendment~~

~~On August 4, 2021, CatchMark amended its Amended Credit Agreement (the “Amendment”) to, a~~mong other things: (1) consent to CatchMark’s prepayment of the outstanding balance on its Multi-Draw Term Facility and Term Loan A-3 with the proceeds from the pending Bandon Property disposition, and after the outstanding balance of any Multi-Draw Term Facility and Term Loan A-3 have been repaid in full, permit CatchMark to retain up to $5.0 million of such remaining proceeds for working capital purposes; (2) to permit CatchMark, for a period of 18 months from the effective date of the Amendment, to, upon the repayment of the outstanding Term Loan A-3, reborrow Term Loan A-3 using borrowing mechanics substantially similar to those that apply to the Revolving Credit Facility, the proceeds of which shall be used solely to finance acquisitions of additional real property, all as set forth in the Amendment, with the same pricing and maturity date as the existing Term Loan A-3; and (3) the extension of the maturity date of the Revolving Credit Facility from December 1, 2022 to the fifth anniversary of the effective date of the Amendment.

2928

Table of Contents

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.

Overview

We acquire and own prime timberlands located in high-demand U.S. mill markets. We manage our operations to generate ~~highly-predictable~~highly predictable and stable cash flow from sustainable harvests, opportunistic land sales and asset management fees that 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.

During the ~~second~~third quarter of 2021, we realized significant net timber sales price increases in our ~~business continued~~U.S. South region, 8% for pulpwood and 11% for sawtimber as compared to ~~benefit from~~the prior year quarter. As a ~~strong housing market, robust repair and remodeling activity and continued demand for pulp-related products. Despite~~result, we generated a ~~planned reduction~~1% increase in ~~total harvest volume, our~~U.S. South timber sales revenue ~~increased 24% driven by significant increases in pricing for both sawtimber and pulpwood, and~~despite an ~~increase~~11% decrease in harvest volumes ~~from~~due to persistent wet weather conditions and recent capital recycling dispositions. Our stumpage prices in the U.S. South region maintained significant premiums over South-wide averages, a result of our ~~Pacific Northwest region. Our timberland continued~~micro-market advantages, and our timberlands continue to maintain consistent productivity on a per-acre basis.

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 ~~second~~third quarter of 2021, we sold ~~4,300~~1,000 acres of timberland for $~~7.6~~2.1 million, or ~~$1,743~~$2,029 per acre ~~an 11% increase in average~~under our retail land sales ~~price per acre.~~program. Acres sold in the current quarter had lower average merchantable timber stocking than 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 productivity characteristics, geographical procurement and operating areas, and/or timber reservation opportunities.

We also ~~continue~~continued 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. During the ~~second~~third quarter of 2021, we completed a large disposition of ~~5,000~~approximately 18,100 acres of ~~timberland located in Georgia~~prime Oregon timberlands, the Bandon Disposition, for ~~$7.5~~$100.0 million, or $5,536 per acre, under our capital recycling ~~program, using~~program. The Bandon property was purchased in August 2018 for $88.8 million, or $4,916 per acre. We recognized a gain of $23.4 million on the Bandon Disposition and used net proceeds of ~~$7.3~~$95.4 million to pay down outstanding debt. ~~Acres sold under this large disposition had lower average merchantable timber stocking than our portfolio average.On June 21, 2021, we entered into a purchase and sale agreement with Roseburg to sell 18,100 acres of Oregon timberlands,~~With the Bandon ~~Property,~~Disposition, we have concluded our capital recycling program involving large dispositions for $100 million. We expect the disposition to close in the third quarter of 2021 and to recognize a gain in excess of $20 million. We anticipate using substantially all of the net proceeds from the Bandon Property disposition to pay down our outstanding debt.now.

We ~~continue to leverage our scale and timberland~~generated significant asset management ~~efficiencies~~fee revenue through our investment management ~~business which generates significant asset management fee revenue.~~business. We recognized asset management fee revenue of ~~$3.2~~$3.0 million during the quarter, ~~a 12% increase compared to~~including incentive-based promotes from 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. Subsequent to quarter-end, we received a distribution of $0.7 million from our Dawsonville Bluffs Joint Venture, ~~including $0.2 million of incentive-based promotes for exceeding investment hurdles. As of June 30, 2021, the Dawsonville Bluffs Joint Venture~~which had a mitigation bank with a book basis of $2.1 ~~million.~~million as of September 30, 2021. In connection with the Triple T Exit, we entered into a transition services agreement pursuant to which we will continue to provide certain asset management services to the Triple T Joint Venture through the first quarter of 2022 in exchange for a $5 million service fee that was received on October 14, 2021.

We ~~are continuing~~continue to ~~evaluate additional~~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. Following the Bandon Disposition, we have further focused our ownership and operations on the nation’s premier wood basket, the U.S. South, where we seek to expand our presence in superior mill markets where we already have strong local relationships, to strengthen our industry-leading Harvest EBITDA per acre while maintaining stable merchantable inventory per acre. Our strategic investment opportunities ~~in our target markets, including~~include direct acquisition of high-quality industrial timberland properties with ~~our~~a target average transaction size ranging from ~~2,500~~$5 million to ~~25,000 acres.~~ $50 million and the development of new value creation opportunities such as carbon sequestration, wetlands mitigation banking, solar projects and other important environmental initiatives.

Table of Contents

We continue to have ample liquidity for growth initiatives and other capital allocation ~~priorities, including direct acquisitions and joint venture investments.~~priorities. Our active debt and interest rate management strategy provides us attractive borrowing costs and staggered ~~long-term maturities and a favorable mix of fixed-to-floating rate debt.~~maturities. On August 4, 2021, we amended our ~~Amended Credit Agreement~~credit agreement to, among other things, (i) establish a $68.6 million revolver feature on Term Loan A-3 and (ii) extend the maturity date of the existing Revolving Credit Facility

~~Table of Contents~~

from December 1, 2022 to August 4, 2026. This amendment ~~will allow~~allows us to deleverage by using proceeds from the Bandon ~~Property disposition~~Disposition to pay down our debt while improving available debt capacity for future growth, to extend our weighted-average life of debt, and to continue to improve our overall liquidity. On October 14, 2021, we further amended our credit agreement under which we are allowed to retain need proceeds from higher-and-better use timberland sales until it exceeds 3% of the aggregate value of our timberlands before any repayment of the outstanding debt is required. In addition to the $95.4 million debt repayment with net proceeds from the Bandon Disposition, on October 15, 2021, we paid down an additional $40.0 million outstanding debt balance with proceeds received from the Triple T Exit and the transition services fees.

During the ~~second~~third quarter of 2021, we paid $6.5 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.

Impact of COVID-19 On Our Business

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 negative impact on our overall results. We continued to manage our harvest operations effectively through the pandemic, increasing timber sales revenue and Harvest EBITDA for the six months ended June 30, 2021 by 17% and 14%, respectively, from the prior year period. These increases were a result of higher product pricing and harvest volumes from our Pacific Northwest region, which were driven by the strong housing market and robust repair and remodeling activity.

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

Timberland Portfolio

As of ~~June~~September 30, 2021, we wholly owned interests in ~~390,400~~370,100 acres of high-quality industrial timberland in the U.S. South, ~~and Pacific Northwest,~~ consisting of ~~375,400~~356,300 acres of fee timberlands and ~~15,000~~13,800 acres of leased timberlands. Our wholly-owned timberlands are located within attractive fiber baskets encompassing a diverse group of pulp, paper and wood products manufacturing facilities. Our ~~Southern~~ timberlands consisted of 72% pine plantations by acreage and 55% sawtimber by volume. ~~Our Pacific Northwest timberlands consisted~~ ~~of 90% productive acres and 79~~% ~~sawtimber by volume.~~ Our leased timberlands include ~~15,000~~13,800 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 June 30, 2021 (1)		Fee	Lease	Total
South
Acres by state as of September 30, 2021 (1)					Acres by state as of September 30, 2021 (1)	Fee	Lease	Total
Alabama	Alabama	65,800	1,800	67,600	Alabama	65,600	1,800	67,400
Georgia	Georgia	221,900	13,200	235,100	Georgia	221,100	12,000	233,100
South Carolina	South Carolina	69,600	—	69,600	South Carolina	69,600	—	69,600
		357,300	15,000	372,300
Pacific Northwest
Oregon		18,100	—	18,100
Total	Total	375,400	15,000	390,400	Total	356,300	13,800	370,100

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

As of ~~June~~September 30, 2021, our wholly-owned timber inventory consisted of an estimated ~~15.2~~14.2 million tons of merchantable inventory with the following components:

3130

Table of Contents


(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	Total
Pulpwood	Pulpwood	6.5	0.2	6.7	Pulpwood	6.1	0.2	6.3
Sawtimber (2)	Sawtimber (2)	8.2	0.3	8.5	Sawtimber (2)	7.6	0.3	7.9
Total	Total	14.7	0.5	15.2	Total	13.7	0.5	14.2

(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.

In addition to our wholly-owned timberlands, we had the following investments in joint ventures as of ~~June~~September 30, 2021 (see Note 4 — Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details):


		As of June 30, 2021				As of September 30, 2021
		Dawsonville Bluffs Joint Venture	Triple T Joint Venture			Dawsonville Bluffs Joint Venture	Triple T Joint Venture
Ownership percentage	Ownership percentage	50.0%	22.0%	(1)	Ownership percentage	50.0%	22.0%	(1)
Acreage owned by the joint venture	Acreage owned by the joint venture	—	1,079,500		Acreage owned by the joint venture	—	773,600
Merchantable timber inventory (million tons)	Merchantable timber inventory (million tons)	—	42.6	(2)	Merchantable timber inventory (million tons)	—	30.1	(2)
Location	Location	Georgia	Texas		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 9 — Segment Information to our accompanying consolidated financial statements.

Timber 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, WestRock is required to purchase a minimum of 380,800 tons of timber under the Mahrt Timber Agreements. For the ~~six~~nine months ended ~~June~~September 30, 2021, WestRock purchased ~~184,300~~303,000 tons under the Mahrt Timber Agreements, which represented ~~11%~~12% 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, IP is required to purchase a minimum of 88,600 tons of pulpwood under the Carolinas Supply Agreement. During the ~~six~~nine months ended ~~June~~September 30, 2021, we sold ~~48,600~~68,700 tons under the Carolinas Supply Agreement, which represented 3% of our net timber sales revenue.

Liquidity and Capital Resources

Overview

~~Table of Contents~~

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

Table of Contents

dependent upon a number of factors, including funds deemed available for distribution based principally on our current and future projected operating cash flows, less capital requirements necessary to maintain our existing timberland portfolio. In determining the amount of distributions to common stockholders, we also consider our financial condition, our expectations of future sources of liquidity, current and future economic conditions, market demand for timber and timberlands, and tax considerations, including the annual distribution requirements necessary to maintain our status as a REIT under the Code.

In determining how to allocate cash resources in the future, we will initially consider the source of the cash. We anticipate using a portion of cash generated from operations, after payments of periodic operating expenses and interest expense, to fund certain capital expenditures required for our 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 ~~June~~September 30, 2021, 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 ~~June~~September 30, 2021:


(dollars in thousands)	(dollars in thousands)										(dollars in thousands)
Facility Name	Facility Name	Maturity Date	Interest Rate(1)	Unused Commitment Fee (1)	Total Capacity		Outstanding Balance		Remaining Capacity		Facility Name	Maturity Date	Interest Rate (1)	Unused Commitment Fee (1)	Total Capacity		Outstanding Balance		Remaining Capacity
Revolving Credit Facility	Revolving Credit Facility	12/1/2022	LIBOR + 2.20%	0.35%	$	35,000	$	—	$	35,000	Revolving Credit Facility	8/4/2026	LIBOR + 1.90%	0.30%	$	35,000	$	—	$	35,000
Multi-Draw Term Facility	Multi-Draw Term Facility	12/1/2024	LIBOR + 2.20%	0.35%	150,000		26,791		123,209		Multi-Draw Term Facility	12/1/2024	LIBOR + 1.90%	0.30%	150,000		—		150,000
Term Loan A-1	Term Loan A-1	12/23/2024	LIBOR + 1.75%	N/A	100,000		100,000		—		Term Loan A-1	12/23/2024	LIBOR + 1.75%	N/A	100,000		100,000		—
Term Loan A-2	Term Loan A-2	12/1/2026	LIBOR + 1.90%	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(2)	Term Loan A-3(2)	12/1/2027	LIBOR + 2.00%	N/A	68,619		68,619		—		Term Loan A-3(2)	12/1/2027	LIBOR + 2.00%	N/A	68,619		—		68,619
Term Loan A-4	Term Loan A-4	8/22/2025	LIBOR + 1.70%	N/A	140,000		140,000		—		Term Loan A-4	8/22/2025	LIBOR + 1.70%	N/A	140,000		140,000		—
Total	Total				$	593,619	$	435,410	$	158,209	Total				$	593,619	$	340,000	$	253,619

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

(2)Term Loan A-3 has an 18-month revolver feature from August 4, 2021, the effective date of the Amendment, through February 4, 2023.

3332

Table of Contents

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.

On ~~August 4,~~October 15, 2021, we ~~amended~~paid down an additional $40.0 million of our ~~Amended Credit Agreement~~debt balance with proceeds received from the Triple T Exit, bringing our total debt balance outstanding to extend the maturity date of the existing Revolving Credit Facility from December 1, 2022 to August 4, 2026 and to establish a $68.6 million revolver feature on Term Loan A-3. The borrowing mechanics of the new revolver on Term Loan A-3 are substantially similar to those of the Revolving Credit Facility with the same pricing and maturity date as the existing Term Loan A-3.$300.0 million.

Patronage Dividends

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, we received patronage dividends of $4.1 million, including $3.9 million of standard patronage dividends and a $0.2 million special patronage dividend. 75% of the standard patronage dividends was received in cash and the remaining 25% 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 ~~six~~nine months ended ~~June~~September 30, 2021, we accrued ~~$1.9~~$2.7 million of patronage dividends receivable for 2021, approximately 75% of which is expected to be received in cash in March 2022.

Debt Covenants

As of ~~June~~September 30, 2021, the Amended Credit Agreement 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 ~~June~~September 30, 2021.

Interest Rate Swaps

As of ~~June~~September 30, 2021, we had two outstanding interest rate swaps, which effectively fixed the interest rate on $275.0 million of our ~~$435.4~~$340.0 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 ~~June~~September 30, 2021, we did not repurchase any share of our common stock under the SRP. As of ~~June~~September 30, 2021, we had 48.9 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 repurchases of our common stock are a prudent use of capital resources.

Short-Term Liquidity and Capital Resources

Net cash provided by operating activities for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$30.1~~$36.9 million, ~~$10.0~~$9.2 million higher than the ~~six~~nine months ended ~~June~~September 30, 2020. Cash provided by operating activities consisted primarily of receipts from customers for timber sales, timberland sales and asset management fees, reduced by payments for operating costs, general and administrative expenses, and interest expense. The increase in net cash provided by

~~Table of Contents~~

operating activities was primarily due to a ~~$4.4~~$4.1 million increase in net proceeds from timberland sales, a ~~$2.6~~$1.4 million increase in net timber sales, a ~~$2.5~~$2.8 million decrease in cash paid for interest, and a $2.3 million

Table of Contents

decrease in general and administrative expenses, offset by a ~~$2.0~~$0.8 million change in working capital due to timing of receipts and ~~payments.~~payments and a $0.6 million increase in other operating expenses.

Net cash provided by investing activities for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$4.3~~$103.6 million, ~~$8.2~~$92.0 million ~~lower~~higher than the ~~six~~nine months ended ~~June~~September 30, 2020. Net cash provided by investing activities in the current year were generated primarily from large dispositions, including the Bandon Disposition that closed in the third quarter 2021. We received ~~$13.5~~$85.9 million ~~less~~more in gross proceeds from large dispositions, $0.7 million more in cash distributions from the Dawsonville Bluffs Joint Venture, and incurred $0.4 million less in capital expenditures during the ~~six~~nine months ended ~~June~~September 30, 2021. ~~We invested an additional $5.0 million in the Triple T Joint Venture during the prior year period.~~

Net cash used in financing activities for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$24.0~~$127.9 million as compared to ~~$34.7~~$42.8 million for the ~~six~~nine months ended ~~June~~September 30, 2020. We paid down ~~$7.3~~$102.7 million of our outstanding debt balance on the Term Loan A-3 and the Multi-Draw Term Facility with net proceeds received from large ~~dispositions as compared to $20.9 million in the prior year period.~~dispositions. We paid cash distributions of ~~$13.1~~$19.7 million to our stockholders in the ~~first half of 2021,~~current year period, funded from net cash provided by operating activities. We ~~used $0.7 million to repurchase shares of our common stock, primarily for tax withholding purposes, and~~ paid ~~$2.8~~$4.3 million in interest expense pursuant to the terms of our interest rate swaps, ~~during the six months ended June 30,~~used $0.8 million to repurchase shares of our common stock for tax withholding purposes, and paid $0.3 million in deferred financing costs in connection with our credit agreement amendment in August 2021. During the ~~first half~~same period of 2020, we ~~borrowed $5.0~~paid down $20.9 million ~~under~~of our outstanding debt balance on the Multi-Draw Term Facility, ~~to fund the additional equity investment in the Triple T Joint Venture,~~ we repurchased ~~$3.1~~$3.4 million of shares of our common stock, paid ~~$1.5~~$2.9 million in interest expense pursuant to the terms of our interest rate swaps, and paid $1.0 million of deferred financing costs, of which $0.9 million was paid in connection with the amendment to our credit agreement in May 2020.

We believe that we have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on-hand and borrowing capacity, necessary to meet our current and future obligations that become due over the next 12 months. As of ~~June~~September 30, 2021, we had a cash balance of ~~$22.3~~$24.6 million and had access to ~~$158.2~~$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 ~~including those held by joint ventures,~~ 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 ~~six~~nine months ended ~~June~~September 30, 2021, we declared the following distributions:

Declaration Date

Record Date

Payment Date

Distribution Per Share

February 11, 2021

February 26, 2021

March 15, 2021

$0.135

May 6, 2021

May 28, 2021

June 15, 2021

$0.135

August 5, 2021

August 31, 2021

September 15, 2021

$0.135

For the ~~six~~nine months ended ~~June~~September 30, 2021, we paid total distributions of $~~13.1~~19.7 million. The distributions were funded from net cash provided by operating activities.

On ~~August 5,~~October 15, 2021, we declared a cash dividend of ~~$0.135~~$0.075 per share for our common stockholders of record on ~~August 31,~~November 30, 2021, payable on ~~September~~December 15, 2021.

~~Results of Operations~~

~~Overview~~

3534

Table of Contents

~~For the three months ended June 30, 2021, we generated total revenues~~Results of $31.9 million compared to $21.8 million for the three months ended June 30, 2020. We produced $1.8 million in net income in the current quarter compared to a net loss of $6.2 million in the prior year quarter due to a combination of higher revenues, gains on large dispositions, lower interest expense and higher income from joint ventures. Our Adjusted EBITDA increased by $8.1 million from the prior year quarter to $17.6 million. We generated these improvements in total revenues, net income and Adjusted EBITDA on the strength of improved timber and timberland pricing and despitOperations

~~e reducing our total harvest volume by 7% from the prior year quarter.~~

Overview

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.

Selected operational results for the three months and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 are shown in the following tables (dollar amounts in thousands, except for per-acre/per-ton amounts):


		Three Months Ended June 30,						Change			Three Months Ended September 30,						Change
		2021			2020			%			2021			2020			%
Consolidated	Consolidated									Consolidated
Timber sales revenue	Timber sales revenue	$	20,111		$	16,173		24	%	Timber sales revenue	$	15,850		$	18,060		(12)	%
Timberland sales revenue	Timberland sales revenue	$	7,632		$	1,673		356	%	Timberland sales revenue	$	2,122		$	2,430		(13)	%
Asset management fees revenue	Asset management fees revenue	$	3,211		$	2,857		12	%	Asset management fees revenue	$	2,984		$	3,118		(4)	%

Timber sales volume (tons)	Timber sales volume (tons)									Timber sales volume (tons)
Pulpwood	Pulpwood	299,789			354,290			(15)	%	Pulpwood	286,010			349,405			(18)	%
Sawtimber (1)	Sawtimber (1)	228,218			213,618			7	%	Sawtimber (1)	208,182			231,123			(10)	%
		528,007			567,908			(7)	%		494,192			580,528			(15)	%

U.S. South	U.S. South									U.S. South
Timber sales revenue	Timber sales revenue	$	16,400		$	14,565		13	%	Timber sales revenue	$	15,478		$	15,385		1	%

Timber sales volume (tons)	Timber sales volume (tons)									Timber sales volume (tons)
Pulpwood	Pulpwood	296,993			351,605			(16)	%	Pulpwood	285,520			346,043			(17)	%
Sawtimber (1)	Sawtimber (1)	193,882			195,043			(1)	%	Sawtimber (1)	204,573			206,495			(1)	%
		490,875			546,648			(10)	%		490,093			552,538			(11)	%

Harvest Mix	Harvest Mix									Harvest Mix
Pulpwood	Pulpwood	61		%	64		%			Pulpwood	58		%	63		%
Sawtimber (1)	Sawtimber (1)	39		%	36		%			Sawtimber (1)	42		%	37		%
Delivered % as of total volume	Delivered % as of total volume	77		%	61		%			Delivered % as of total volume	70		%	63		%
Stumpage % as of total volume	Stumpage % as of total volume	23		%	39		%			Stumpage % as of total volume	30		%	37		%

Net timber sales price (per ton) (2)	Net timber sales price (per ton) (2)									Net timber sales price (per ton) (2)
Pulpwood	Pulpwood	$	15		$	12		25	%	Pulpwood	$	14		$	13		8	%
Sawtimber (1)	Sawtimber (1)	$	26		$	23		13	%	Sawtimber (1)	$	25		$	22		11	%

Timberland sales	Timberland sales									Timberland sales
Gross sales	Gross sales	$	7,632		$	1,673		356	%	Gross sales	$	2,122		$	2,430		(13)	%
Acres sold	Acres sold	4,300			1,100			291	%	Acres sold	1,000			1,200			(17)	%
% of fee acres	% of fee acres	1.2		%	0.3		%			% of fee acres	0.3		%	0.3		%
Price per acre (3)										Price per acre (3)	$	2,029		$	2,047		(1)	%

Pacific Northwest										Pacific Northwest

3635

Table of Contents


Price per acre (3)		$	1,743		$	1,564		11	%

Large Dispositions (4)
Gross sales		$	7,536		$	—
Acres sold		5,000			—
Price per acre		$	1,522		$	—
Gain on large dispositions		$	759		$	—

Pacific Northwest
Timber sales revenue	Timber sales revenue	$	3,711		$	1,608		131	%	Timber sales revenue	$	372		$	2,675		(86)	%

Timber sales volume (tons)	Timber sales volume (tons)									Timber sales volume (tons)
Pulpwood	Pulpwood	2,796			2,685			4	%	Pulpwood	490			3,362			(85)	%
Sawtimber	Sawtimber	34,336			18,575			85	%	Sawtimber	3,609			24,628			(85)	%
		37,132			21,260			75	%		4,099			27,990			(85)	%

Harvest Mix	Harvest Mix									Harvest Mix
Pulpwood	Pulpwood	8		%	13		%			Pulpwood	12		%	12		%
Sawtimber	Sawtimber	92		%	87		%			Sawtimber	88		%	88		%
Delivered % as of total volume	Delivered % as of total volume	100		%	100		%			Delivered % as of total volume	100		%	100		%
Stumpage % as of total volume	Stumpage % as of total volume	—		%	—		%			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		$	29		5	%	Pulpwood	$	33		$	28		17	%
Sawtimber	Sawtimber	$	106		$	84		26	%	Sawtimber	$	99		$	105		(6)	%

Large Dispositions (4)										Large Dispositions (4)
Gross sales										Gross sales	$	100,000		$	—
Acres sold										Acres sold	18,100			—
Price per acre										Price per acre	$	5,536		$	—
Gain on large dispositions										Gain on large dispositions	$	23,377		$	—

(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 ~~49,000~~5,000 tons and ~~25,000~~8,000 tons of merchantable inventory, respectively, with a sawtimber mix of ~~32%~~47% and ~~62%~~pulpwood mix of 100%, respectively, for the three months ended ~~June~~September 30, 2021 and 2020.

(4)Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value.

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

Six Months Ended June 30, Change
2021 2020 %
Consolidated
Timber sales revenue $ 40,260 $ 34,339 17 %
Timberland sales revenue $ 10,989 $ 6,452 70 %
Asset management fees revenue $ 6,329 $ 5,832 9 %
Timber sales volume (tons)
Pulpwood 573,130 678,670 (16) %
Sawtimber (1)
479,639 484,133 (1) %
1,052,769 1,162,803 (9) %


	Nine Months Ended September 30,				Change
	2021		2020		%
Consolidated
Timber sales revenue	$	56,110	$	52,399	7	%
Timberland sales revenue	$	13,111	$	8,882	48	%
Asset management fees revenue	$	9,313	$	8,950	4	%

Timber sales volume (tons)
Pulpwood	859,140		1,028,075		(16)	%
Sawtimber (1)	687,821		715,255		(4)	%
	1,546,961		1,743,330		(11)	%

U.S. South

Table of Contents


Timber sales revenue	$	47,085		$	46,222		2	%

Timber sales volume (tons)
Pulpwood	853,702			1,017,617			(16)	%
Sawtimber (1)	603,031			651,509			(7)	%
	1,456,733			1,669,126			(13)	%

Harvest Mix
Pulpwood	59		%	61		%
Sawtimber (1)	41		%	39		%
Delivered % as of total volume	74		%	62		%
Stumpage % as of total volume	26		%	38		%

Net timber sales price (per ton) (2)
Pulpwood	$	14		$	13		8	%
Sawtimber (1)	$	25		$	23		11	%

Timberland sales
Gross sales	$	13,111		$	8,882		48	%
Acres sold	7,100			5,200			37	%
% of fee acres	1.9		%	1.3		%
Price per acre (3)	$	1,828		$	1,710		7	%

Large Dispositions (4)
Gross sales	$	7,536		$	21,250		(65)	%
Acres sold	5,000			14,400			(65)	%
Price per acre (6)	$	1,522		$	1,474		3	%
Gain on large dispositions	$	759		$	1,274		(40)	%

Pacific Northwest
Timber sales revenue	$	9,025		$	6,177		46	%

Timber sales volume (tons)
Pulpwood	5,438			10,458			(48)	%
Sawtimber	84,790			63,746			33	%
	90,228			74,204			22	%

Harvest Mix
Pulpwood	6		%	14		%
Sawtimber	94		%	86		%
Delivered % as of total volume	100		%	95		%
Stumpage % as of total volume	—		%	5		%

Delivered timber sales price (per ton) (2)(5)
Pulpwood	$	31		$	30		3	%
Sawtimber	$	104		$	94		11	%

Table of Contents

U.S. South
Timber sales revenue $ 31,607 $ 30,837 2 %
Timber sales volume (tons)
Pulpwood 568,182 671,574 (15) %
Sawtimber (1)
398,458 445,015 (10) %
966,640 1,116,589 (13) %
Harvest Mix
Pulpwood 59 % 60 %
Sawtimber (1)
41 % 40 %
Delivered % as of total volume 76 % 62 %
Stumpage % as of total volume 24 % 38 %
Net timber sales price (per ton) (2)
Pulpwood $ 15 $ 13 15 %
Sawtimber (1)
$ 25 $ 23 11 %
Timberland sales
Gross sales $ 10,989 $ 6,452 70 %
Acres sold 6,100 4,100 49 %
% of fee acres 1.6 % 1.0 %
Price per acre (3)
$ 1,794 $ 1,611 11 %
Large Dispositions (4)
Gross sales $ 7,536 $ 21,250 (65) %
Acres sold 5,000 14,400 (65) %
Price per acre (6)
$ 1,522 $ 1,474 3 %
Gain on large dispositions $ 759 $ 1,274 (40) %
Pacific Northwest
Timber sales revenue $ 8,653 $ 3,502 147 %
Timber sales volume (tons)
Pulpwood 4,948 7,096 (30) %
Sawtimber 81,181 39,118 108 %
86,129 46,214 86 %
Harvest Mix
Pulpwood 6 % 15 %
Sawtimber 94 % 85 %
Delivered % as of total volume 100 % 91 %
Stumpage % as of total volume — % 9 %
Delivered timber sales price (per ton) (2)(5)

~~Table of Contents~~

Pulpwood $ 30 $ 30 — %
Sawtimber $ 105 $ 87 20 %


Large Dispositions (4)
Gross sales	$	100,000	$	—
Acres sold	18,100		—
Price per acre	$	5,536	$	—
Gain on large dispositions	$	23,377	$	—

(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 ~~59,000~~63,900 tons and ~~115,000~~123,000 tons of merchantable inventory, respectively, with a sawtimber mix of ~~36%~~37% and ~~52%~~48%, respectively, for the three months ended ~~June~~September 30, 2021 and 2020.

(4)Large dispositions are sales of blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value.

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

(6)Excludes value of timber reservations, which retained 56,300 tons of merchantable inventory, with a sawtimber mix of 55% for the ~~six~~nine months ended ~~June~~September 30, 2020.

~~We generated $20.1~~Our current quarter results reflected the impact from the Bandon Disposition closed in August 2021, where we recognized a gain of $23.4 million from the sale of approximately 18,100 acres of prime Oregon timberlands. As a result of this disposition, timber sales revenue, incontract logging and hauling costs, and depletion derived from the ~~second~~Pacific Northwest for the current year quarter ~~compared to $16.2 million in~~were all significantly lower than the prior year ~~period as a result of a $2.1 million increase in our Pacific Northwest region and a $1.8 million increase in the U.S. South.~~quarter.

Our timber sales revenue in the U.S. South ~~was 13% higher than~~increased 1% as compared to the prior year quarter as a result of strong pricing ~~partially offset by a 10%~~in both pulpwood and sawtimber, despite an 11% reduction in harvest ~~volume.~~volume due to persistent wet weather conditions during the quarter. Our harvest volumes from the U.S. South, ~~while planned to be lower than~~after taking into consideration the ~~prior year quarter due to~~ recent timberland sales and capital recycling dispositions, ~~reflects~~continues to reflect consistent productivity on a per-acre basis. Our realized stumpage prices for pulpwood and sawtimber were ~~25%~~8% and ~~13%~~11% higher, respectively, compared to the prior year quarter, and held a ~~71% and 19%~~significant premium over TimberMart-South South-wide averages as a result of operating in strong micro-markets where we selectively assembled our prime timberlands portfolio.

~~We generated $3.7 million in timber sales revenue in~~ Overall, we remain on track to meet our full year harvest plan for 2021 despite the Pacific Northwest in the second quarter of 2021, a 131% increase over the prior year quarter, primarily as a result of strong pricing and a 75% increase in harvest volume. Our delivered sawtimber price increased 26% due to strong demand fundamentals fueled by accelerated housing starts, lack of finished lumber in the supply chain and reduced mill inventories as a result of strong lumber demand that carried over from the end of 2020.Bandon Disposition.

Comparison of the three months ended ~~June~~September 30, 2021 versus the three months ended ~~June~~September 30, 2020

Revenues. Revenues for the three months ended ~~June~~September 30, 2021 were ~~$31.9~~$22.1 million, ~~$10.2~~$2.5 million ~~higher~~lower than the three months ended ~~June~~September 30, 2020 as a result of a ~~$6.0~~$2.2 million ~~increase in timberland sales revenue, a $3.9 million increase~~decrease in timber sales and a ~~$0.4~~$0.3 million ~~increase~~decrease in ~~asset management fees.~~timberland sales revenue. Timber sales revenue from the Pacific Northwest decreased $2.3 million due to the Bandon Disposition while staying consistent in the U.S. South. Timberland sales revenue ~~increased~~decreased due to selling ~~more acres at a higher average per-acre price as a result of favorable market conditions in 2021~~.fewer acres. Acres sold in the current period had ~~lower~~an average merchantable timber stocking of 32 tons per acre which was lower than our portfolio ~~average. Timber sales revenue increased primarily due to improved pricing across the board and higher harvest volume in the Pacific Northwest.~~average of 41 tons per acre.

Details of timber sales revenue by product for the three months ended ~~June~~September 30, 2021 and 2020 are shown in the following table:


		Three Months Ended June 30, 2020		Changes attributable to:				Three Months Ended June 30, 2021			Three Months Ended September 30, 2020		Changes attributable to:				Three Months Ended September 30, 2021
(in thousands)	(in thousands)			Price/Mix		Volume				(in thousands)			Price/Mix		Volume
Timber sales (1)	Timber sales (1)									Timber sales (1)
Pulpwood	Pulpwood	$	8,041	$	893	$	7	$	8,941	Pulpwood	$	8,499	$	457	$	(1,131)	$	7,825
Sawtimber (2)	Sawtimber (2)	8,132		1,293		1,745		11,170		Sawtimber (2)	9,561		538		(2,074)		8,025
		$	16,173	$	2,186	$	1,752	$	20,111		$	18,060	$	995	$	(3,205)	$	15,850

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

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

3938

Table of Contents

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

Operating Expenses. Contract logging and hauling costs were ~~$8.8~~$6.7 million for the three months ended ~~June~~September 30, 2021, ~~$1.8~~$1.0 million ~~higher~~lower than prior year period, primarily due to ~~increases of 14% and 75%~~a $1.2 million decrease in ~~delivered volume~~the Pacific Northwest, partially offset by a $0.2 million increase in the U.S. South. Our blended logging rates in the U.S. South ~~and the Pacific Northwest, respectively. Our blended logging rates~~ increased ~~4% and 2% in the U.S. South and the Pacific Northwest, respectively,~~6% compared to the prior year quarter primarily as a result of higher fuel and labor costs ~~and longer haul distances~~as well as more swamp logging activities in the ~~U.S. South.~~current year quarter. However, these increased costs were largely offset by higher negotiated delivered wood sales prices, which allowed us to maintain stumpage values.

Depletion expense was ~~$6.7~~$4.6 million for the three months ended ~~June~~September 30, 2021, ~~comparable to~~$2.7 million lower than the three months ended ~~June~~September 30, 2020 asdue to a ~~$1.1 million increase in the Pacific Northwest was offset by a $1.0~~$1.4 million decrease in the U.S. South ~~primarily driven by~~as a result of lower harvest ~~volumes changes.~~volume due to persistent wet weather and a $1.3 million decrease in the Pacific Northwest as a result of the Bandon Disposition in August 2021.

Cost of timberland sales ~~increased~~decreased to ~~$5.6~~$1.3 million for the three months ended ~~June~~September 30, 2021 from ~~$1.5~~$1.9 million for the three months ended ~~June~~September 30, 2020 primarily due to selling ~~more~~fewer acres and lower per-acre cost basis as the acres sold in the current ~~year quarter.~~quarter were held for a longer period.

General and administrative expenses were $~~3.1~~3.0 million for the three months ended ~~June~~September 30, 2021, ~~comparable to the~~$0.2 million higher than prior year ~~period.~~period primarily due to higher noncash stock-based compensation expense.

Interest expense. Interest expense decreased ~~$0.7~~$0.3 million to ~~$3.3~~$3.2 million for the three months ended ~~June~~September 30, 2021 primarily due to a ~~$0.3 million decrease in interest paid after consideration of patronage dividends~~lower weighted-average outstanding debt balance, and a $0.1 million decrease in amortization of the off-market swap value ~~at hedge inception~~ in the current year period. ~~In addition, we wrote off $0.4 million of deferred financing costs related to the credit agreement amendment for the three months ended June 30, 2020.~~

Gain on large dispositions. During the three months ended ~~June~~September 30, 2021, we recognized a gain of ~~$0.8~~$23.4 million from the disposition of ~~5,000~~18,100 acres of our wholly-owned timberlands. We did not complete any large dispositions in same period of the prior year.

Income (loss) from unconsolidated joint ventures. We did not recognize additional losses from the Triple T Joint Venture in the ~~second~~third quarter of 2021 as our equity investment had been written down to zero as of December 31, 2020, and we have not guaranteed obligations of the venture and are not otherwise committed to provide it additional financial support.2021. For the three months ended ~~June~~September 30, 2020, we recognized a $~~2.3~~2.7 million HLBV loss from the Triple T Joint Venture and .$0.4 million of income from the Dawsonville Bluffs Joint Venture.

Net income (loss). For the three months ended ~~June~~September 30, 2021, we recognized ~~$1.8~~$23.3 million of net income, as compared to a ~~$6.2~~$4.1 million net loss for the three months ended ~~June~~September 30, 2020 primarily due to a ~~$10.2~~$23.4 million increase in gain on large dispositions, a $4.0 million decrease in total ~~revenue,~~expenses, a ~~$2.4~~$2.3 million decrease in loss recognized from the unconsolidated joint ventures, ~~a $0.8 million increase in gain on large dispositions,~~ and a ~~$0.7~~$0.3 million decrease in interest expense, offset by a ~~$6.1~~$2.5 million ~~increase~~decrease in total ~~expenses.~~revenue. Our net income per share for the three months ended ~~June~~September 30, 2021 was ~~$0.04 and our~~$0.48 as compared to a net loss per share for the three months ended ~~June~~September 30, 2020 ~~was $0.13.~~of $0.09.

Comparison of the ~~six~~nine months ended ~~June~~September 30, 2021 versus the ~~six~~nine months ended ~~June~~September 30, 2020

Revenues. Revenues for the ~~six~~nine months ended ~~June~~September 30, 2021 were ~~$59.6~~$81.7 million, ~~$10.9~~$8.4 million higher than the ~~six~~nine months ended ~~June~~September 30, 2020 as a result of a ~~$5.9~~$3.7 million increase in timber sales, a ~~$4.5~~$4.2 million increase in timberland sales revenue, and a ~~$0.5~~$0.4 million increase in asset management fees. Timber sales revenue increased primarily due to improved pricing across the board and higher harvest volume in the Pacific ~~Northwest.~~Northwest prior to its disposition in August 2021. Timberland sales revenue increased by ~~70%~~48% due to selling ~~49%~~37% more acres at a higher average per-acre price as as a result of favorable market conditions in 2021. Acres sold in the current period had lower average merchantable timber stocking than our portfolio average. Acres sold in the current period had an average merchantable timber stocking of 20 tons per acre which was lower than our portfolio average of 41 tons per acre.

Details of timber sales revenue by product for the ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 are shown in the following table:

4039

Table of Contents


		Six Months Ended June 30, 2020		Changes attributable to:				Six Months Ended June 30, 2021			Nine Months Ended September 30, 2020		Changes attributable to:				Nine Months Ended September 30, 2021
(in thousands)	(in thousands)			Price/Mix		Volume				(in thousands)			Price/Mix		Volume
Timber sales (1)	Timber sales (1)									Timber sales (1)
Pulpwood	Pulpwood	$	15,854	$	1,093	$	(458)	$	16,489	Pulpwood	$	24,354	$	1,615	$	(1,654)	$	24,315
Sawtimber (2)	Sawtimber (2)	18,485		2,430		2,856		23,771		Sawtimber (2)	28,045		2,440		1,310		31,795
		$	34,339	$	3,523	$	2,398	$	40,260		$	52,399	$	4,055	$	(344)	$	56,110

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

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

Operating Expenses. Contract logging and hauling costs were ~~$17.6~~$24.2 million for the ~~six~~nine months ended ~~June~~September 30, 2021, ~~$3.3~~$2.3 million higher than prior year ~~period~~ primarily due to delivered volume increases of 6%3% in the U.S South and ~~104%~~28% in ~~delivered volume in U.S. South and~~ the Pacific Northwest ~~respectively,~~prior to its disposition in August 2021, as we capitalized on favorable market conditions. Our blended logging rates increased 2%3% and 7%5% in the U.S. South and the Pacific Northwest, respectively, compared to the prior year period primarily as a result of higher fuel and labor costs. However, these increased costs ~~and longer haul distances in the US South.~~were largely offset by higher negotiated delivered wood sales prices, which allowed us to maintain stumpage values.

Depletion expense ~~incr~~decreased 5%10% to ~~$14.4~~$18.9 million for the ~~six~~nine months ended ~~June~~September 30, 2021 from ~~$13.6~~$20.9 million for the ~~six~~nine months ended ~~June~~September 30, 2020 primarily due to ~~an increase~~a decrease in the ~~Pacific Northwest~~U.S. South driven by a ~~86% increase~~13% decrease in harvest volume, partially offset by a ~~decrease~~22% harvest volume increase in the ~~U.S. South mainly as a result of lower harvest volume.~~Pacific Northwest prior to its disposition.

Cost of timberland sales increased to ~~$7.8~~$9.1 million for the ~~six~~nine months ended ~~June~~September 30, 2021 from ~~$4.9~~$6.8 million for the ~~six~~nine months ended ~~June~~September 30, 2020 primarily due to selling more acres in the current year period.

General and administrative expenses decreased by $~~3.6~~3.4 million to $~~6.7~~9.6 million for the ~~six~~nine months ended ~~June~~September 30, 2021 primarily due to recognizing non-recurring post-employment benefits of $3.5 million in the prior year period related to the retirement of our former CEO in January 2020.

Other operating expenses increased by ~~$0.2~~$0.3 million to ~~$3.4~~$5.0 million for the ~~six~~nine months ended ~~June~~September 30, 2021 primarily due to ~~increased~~a $0.5 million increase in road use and maintenance ~~expenditure~~expenditures to support harvest production in the Pacific ~~Northwest.~~Northwest in the current year period prior to its disposition, and a $0.3 million increase in timber reservation write-off on the LTC Lease, offset by a $0.6 million decrease in basis removed on terminated leases during the current year period.

Interest expense. Interest expense decreased ~~$1.8~~$2.1 million to ~~$6.3~~$9.5 million for the ~~six~~nine months ended ~~June~~September 30, 2021 primarily due to a ~~$1.2~~$1.4 million decrease in interest paid after consideration of patronage dividends and a ~~$0.3~~$0.4 million decrease in amortization of the off-market swap value ~~at hedge inception~~ in the current year period. We paid less interest as a result of a lower weighted-average ~~interest rate~~debt outstanding balance compared to the prior year period. In addition, we wrote off $0.4 million of deferred financing costs related to the credit agreement amendment for the ~~six~~nine months ended ~~June~~September 30, ~~2020~~2020.

Gain on large dispositions. During the ~~six~~nine months ended ~~June~~September 30, 2021, we recognized a gain of ~~$0.8~~$24.1 million on the disposition of ~~5,000~~23,100 acres of our wholly-owned timberlands, as compared to recognizing a gain of $1.3 million on the disposition of 14,400 acres of our wholly-owned timberlands in the prior year period.

Income (loss) from unconsolidated joint ventures. We recognized $~~0.7~~0.6 million of income from the Dawsonville Bluffs Joint Venture for the ~~six~~nine months ended ~~June~~September 30, 2021 as compared to a ~~$0.1~~$0.3 million ~~of loss~~ for the prior year period. For the ~~six~~nine months ended ~~June~~September 30, 2020, we recognized a $~~2.3~~5.0 million of loss from the Triple T Joint Venture under the HLBV method of accounting. We did not recognize income (loss) from the Triple T Joint Venture in the first half of 2021 as our equity investment had been written down to zero as of December 31, 2020, and we have not guaranteed obligations of the venture and are not otherwise committed to provide it additional financial support.2021.

Net income (loss). For the ~~six~~nine months ended ~~June~~September 30, 2021, we recognized ~~$1.2~~$24.5 million of net income, as compared to a ~~$10.4~~$14.6 million net loss for the ~~six~~nine months ended ~~June~~September 30, 2020 primarily due to a ~~$10.9~~$22.9 million increase in gain on large dispositions, an $8.4 million increase in total revenue, a ~~$3.1~~$5.3 million decrease in loss recognized from the unconsolidated joint venture, ~~and~~ a ~~$1.8~~$2.1 million decrease in interest expense, ~~offset by a $3.6 million increase in total expenses~~ and a $0.5 million

Table of Contents

decrease in ~~gain on large dispositions.~~total expenses. Our net income per share for the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$0.02 and our~~$0.51 as compared to a net loss per share for ~~six~~the nine months ended ~~June~~September 30, 2020 ~~was $0.21.~~of $0.30.

Adjusted EBITDA

~~Table of Contents~~

The discussion below is intended to enhance the reader’s understanding of our operating performance and ability to satisfy lender requirements. EBITDA is a non-GAAP financial measure of operating performance. EBITDA is defined by the SEC as earnings before interest, taxes, depreciation and amortization; however, we have excluded certain other expenses which we believe are not indicative of the ongoing operating results of our timberland portfolio, and we refer to this measure as Adjusted EBITDA (see the reconciliation table below). As such, our Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Due to the significant amount of timber assets subject to depletion, significant income (losses) from unconsolidated joint ventures based on HLBV, and the significant amount of financing subject to interest and amortization expense, management considers Adjusted EBITDA to be an important measure of our financial performance. By providing this non-GAAP financial measure, together with the reconciliation below, we believe we are enhancing investors’ understanding of our business and our ongoing results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered in isolation or as an alternative to, or substitute for net income, cash flow from operations, or other financial statement data presented in accordance with GAAP in our consolidated financial statements as indicators of our operating performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:

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

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

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

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

•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 ~~June~~September 30, 2021, Adjusted EBITDA was ~~$17.6~~$9.9 million, ~~an $8.1~~a $2.5 million ~~increase~~decrease from the three months ended ~~June~~September 30, 2020 primarily due to a ~~$5.8~~$1.2 million decrease in net timber sales revenue, a $0.6 million decrease in Adjusted EBITDA generated by the Dawsonville Bluffs Joint Venture, a $0.3 million decrease in net timberland sales, and a $0.3 million increase in other operating expenses.

For the nine months ended September 30, 2021, Adjusted EBITDA was $40.4 million, a $5.7 million increase from the nine months ended September 30, 2020 primarily due to a $4.1 million increase in net timberland sales, a ~~$2.1~~$1.4 million increase in net timber sales revenue, ~~and~~ a $0.4 million increase in asset management fee ~~revenues.~~

~~For the six months ended June 30, 2021, Adjusted EBITDA was $30.5 million, an $8.2 million increase from the six months ended June 30, 2020 primarily due to~~revenues, and a ~~$4.4 million increase in net timberland sales, a $2.6 million increase in net timber sales revenue, a $0.9~~$0.3 million increase in Adjusted EBITDA generated by the Dawsonville Bluffs Joint Venture, ~~and~~offset by a ~~$0.5~~$0.6 million increase in ~~asset management fee revenues.~~other operating expenses.

Table of Contents

Our reconciliation of net income (loss) to Adjusted EBITDA for the three months and ~~six~~nine months ended ~~June~~September 30, 2021 and 2020 follows:

~~Table of Contents~~


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Net income (loss)	Net income (loss)	$	1,753	$	(6,183)	$	1,202	$	(10,432)	Net income (loss)	$	23,308	$	(4,149)	$	24,510	$	(14,581)
Add:	Add:									Add:
Depletion	Depletion	6,657		6,707		14,382		13,648		Depletion	4,560		7,286		18,942		20,934
Interest expense (1)	Interest expense (1)	2,752		3,006		5,094		6,256		Interest expense (1)	2,679		2,865		7,773		9,121
Amortization (1)	Amortization (1)	636		1,116		1,269		1,874		Amortization (1)	577		747		1,846		2,621
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)	15		—		103		—		Depletion, amortization, basis of timberland, mitigation credits sold included in loss from unconsolidated joint venture (2)	10		140		113		140
Basis of timberland sold, lease terminations and other (3)	Basis of timberland sold, lease terminations and other (3)	5,701		1,721		7,667		4,997		Basis of timberland sold, lease terminations and other (3)	1,165		1,991		8,832		6,988
Stock-based compensation expense	Stock-based compensation expense	767		705		1,386		2,577		Stock-based compensation expense	766		630		2,152		3,207
(Gain) loss on large dispositions (4)		(759)		5		(759)		(1,274)
Gain on large dispositions (4)										Gain on large dispositions (4)	(23,377)		—		(24,136)		(1,274)
HLBV loss from unconsolidated joint venture (5)	HLBV loss from unconsolidated joint venture (5)	—		2,311		—		2,311		HLBV loss from unconsolidated joint venture (5)	—		2,689		—		5,000
Post-employment benefits (6)	Post-employment benefits (6)	7		11		23		2,297		Post-employment benefits (6)	11		10		34		2,307
Other (7)	Other (7)	48		36		147		70		Other (7)	165		190		312		260
Adjusted EBITDA	Adjusted EBITDA	$	17,577	$	9,435	$	30,514	$	22,324	Adjusted EBITDA	$	9,864	$	12,399	$	40,378	$	34,723

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

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

(5)Reflects HLBV losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.

Segment EBITDA

For the three months ended ~~June~~September 30, 2021, Harvest EBITDA was ~~$9.4~~$7.1 million, a $1.4 million decrease from the prior year period, primarily due to a $1.2 million decrease in net timber sales revenue. Real Estate EBITDA decreased by $0.3 million to $2.0 million as a result of selling fewer acres in 2021 at a comparable per-acre sales price. Investment Management EBITDA decreased by $0.7 million to $3.0 million for the three months ended September 30, 2021 primarily due to a $0.6 million decrease in Adjusted EBITDA generated by the Dawsonville Bluffs Joint Venture.

Table of Contents

For the nine months ended September 30, 2021, Harvest EBITDA was $25.4 million, a $0.9 million increase from the prior year period, primarily due to a ~~$2.1~~$1.4 million increase in net timber sales revenue, offset by a ~~$0.1~~$0.3 million increase in other operating expenses. Real Estate EBITDA increased by ~~$5.8~~$4.1 million to ~~$7.3~~$12.5 million as a result of selling more acres at a higher average price per acre in 2021. Investment Management EBITDA increased by ~~$0.5~~$0.7 million to ~~$3.3~~$10.0 million for the ~~three~~nine months ended ~~June~~September 30, 2021 primarily due to a $0.4 million increase in asset management ~~fees.~~

~~For the six months ended June 30, 2021, Harvest EBITDA was $18.3 million,~~fees and a $2.3 million increase from the prior year period, primarily due to a $2.6 million increase in net timber sales revenue, offset by a $0.2 million increase in other operating expenses. Real Estate EBITDA increased by $4.4 million to $10.5 million as a result of selling more acres at a higher average price per acre in 2021. Investment Management EBITDA increased by $1.4 million to $7.1

~~Table of Contents~~

~~million for the six months ended June 30, 2021 primarily due to a $0.9~~$0.3 million increase in Adjusted EBITDA generated by the Dawsonville Bluffs Joint ~~Venture and a $0.5 million increase in asset management fees.~~Venture.

The following table presents Adjusted EBITDA by reportable segment:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
(in thousands)	(in thousands)	2021		2020		2021		2020		(in thousands)	2021		2020		2021		2020
Harvest	Harvest	$	9,367	$	7,388	$	18,294	$	15,995	Harvest	$	7,077	$	8,502	$	25,371	$	24,497
Real Estate	Real Estate	$	7,333	$	1,552	$	10,477	$	6,070	Real Estate	$	1,974	$	2,272	$	12,451	$	8,342
Investment Management	Investment Management	$	3,275	$	2,823	$	7,095	$	5,710	Investment Management	$	2,951	$	3,653	$	10,046	$	9,363
Corporate	Corporate	$	(2,398)	$	(2,328)	$	(5,352)	$	(5,451)	Corporate	$	(2,138)	$	(2,028)	$	(7,490)	$	(7,479)
Total	Total	$	17,577	$	9,435	$	30,514	$	22,324	Total	$	9,864	$	12,399	$	40,378	$	34,723

Application of Critical Accounting Policies

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

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 ~~June~~September 30, 2021, 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

Term Loan A-2

12/1/2026

LIBOR + 1.90%

100,000

Term Loan ~~A-3~~

~~12/1/2027~~

~~LIBOR + 2.00%~~

~~68,619~~

~~Term Loan~~ A-4

8/22/2025

LIBOR + 1.70%

140,000

~~Multi-Draw Term Facility~~

~~12/1/2024~~

~~LIBOR + 2.20%~~

~~26,791~~

Total Principal Balance

~~435,410~~340,000

Table of Contents

As of ~~June~~September 30, 2021, we had two outstanding interest rate swaps with terms below:

(in thousands)

Interest Rate Swap

Effective Date

Maturity Date

Pay Rate

Receive Rate

Notional Amount

2019 Swap - 10YR

11/29/2019

11/30/2029

2.2067%

one-month LIBOR

200,000

2019 Swap - 7YR

11/29/2019

11/30/2026

2.0830%

one-month LIBOR

75,000

Total

275,000

~~Table of Contents~~

As of ~~June~~September 30, 2021, after consideration of the interest rate swaps, ~~$160.4~~$65.0 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 ~~June~~September 30, 2021, along with the corresponding average interest rates, are listed below:


		Expected Maturity Date																						Expected Maturity Date
(dollars in thousands)	(dollars in thousands)	2021			2022			2023			2024			2025			Thereafter			Total			(dollars in thousands)	2021			2022			2023			2024			2025			Thereafter			Total
Maturing debt:	Maturing debt:																						Maturing debt:
Variable-rate debt	Variable-rate debt	$	—		$	—		$	—		$	59,492		$	45,780		$	55,138		$	160,410		Variable-rate debt	$	—		$	—		$	—		$	19,118		$	26,764		$	19,118		$	65,000
Effectively fixed-rate debt	Effectively fixed-rate debt	$	—		$	—		$	—		$	67,300		$	94,220		$	113,480		$	275,000		Effectively fixed-rate debt	$	—		$	—		$	—		$	80,882		$	113,236		$	80,882		$	275,000
Average interest rate: (1)	Average interest rate: (1)																						Average interest rate: (1)
Variable-rate debt	Variable-rate debt	—		%	—		%	—		%	2.05		%	1.80		%	2.04		%	1.98		%	Variable-rate debt	—		%	—		%	—		%	1.83		%	1.78		%	1.98		%	1.86		%
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 ~~June~~September 30, 2021, the weighted-average interest rate of our outstanding debt, after consideration of the interest rate swaps, was ~~3.24%~~3.55%, before considering patronage dividends. A 1.0% change in interest rates would result in a change in interest expense of ~~$1.6~~$0.7 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 and the acquisition of timberland ~~properties, and investments in joint ventures.~~properties.

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 ~~June~~September 30, 2021 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 partially remote since the middle of March 2020. We took precautionary measures to ensure our internal control over financial reporting addressed the risks of

Table of Contents

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

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

~~Table of Contents~~

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.

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

Issuer Purchases of Equity Securities

The following table provides information regarding our purchases of our common stock during the quarter ended ~~June~~September 30, 2021:

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)
April 1 - April 30 426 $ 10.60 — $ — $ 13.7 million
May 1 - May 31 — $ — — $ — $ 13.7 million
June 1 - June 30 3,710 $ 11.94 — $ — $ 13.7 million
Total 4,136 —


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)
July 1 - July 31	5,810	$	11.58	—	$	—	$	13.7	million
August 1 - August 31	—	$	—	—	$	—	$	13.7	million
September 1 - September 30	—	$	—	—	$	—	$	13.7	million
Total	5,810			—

(1)See Item 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 tax withholding purposes outside of our SRP.

4645

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

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)

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

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”))

3.4						Articles of Amendment of CatchMark Timber Trust, Inc. (incorporated by reference to Exhibit 3.2 to the October 25 Form 8-K)

3.5						Articles Supplementary (incorporated by reference to Exhibit 3.3 to the October 25 Form 8-K)

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)

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)

10.1						~~CatchMark Timber Trust,~~ ~~Inc.~~Fifth Agreement Regarding Consents and Amendments, dated as of August 4, 2021, ~~Incentive Plan (“2021 Incentive Plan”)~~by and among the Company, the Borrower, the Company’s wholly-owned subsidiaries, CoBank, ACB, as administrative agent, and certain financial institutions named therein, as lenders (incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on ~~June 25,~~August 5, 2021)

10.2*						~~Form of Restricted Stock Award Certificate for Independent Directors under the Independent Director Compensation Plan~~ ~~and the 2021 Incentive Plan~~

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

10.4*						~~Purchase and Sale Agreement, effective as of June 21, 2021, by and among Roseburg Resources Co., Timberlands II, LLC and Fidelity National Title Group.~~

10.5*						First Amendment to Purchase and Sale Agreement, dated as of July 15, 2021, by and among Roseburg Resources Co., Timberlands II, LLC, Fidelity National Title Group and First American Title Insurance Company

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

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

104*						Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
* Filed herewith.

4746

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:

~~August 5,~~November 4, 2021

By:

/s/ Ursula Godoy-Arbelaez

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

4847


U.S. South
Timber sales revenue	$	31,607		$	30,837		2	%

Timber sales volume (tons)
Pulpwood	568,182			671,574			(15)	%
Sawtimber (1)	398,458			445,015			(10)	%
	966,640			1,116,589			(13)	%

Harvest Mix
Pulpwood	59		%	60		%
Sawtimber (1)	41		%	40		%
Delivered % as of total volume	76		%	62		%
Stumpage % as of total volume	24		%	38		%

Net timber sales price (per ton) (2)
Pulpwood	$	15		$	13		15	%
Sawtimber (1)	$	25		$	23		11	%

Timberland sales
Gross sales	$	10,989		$	6,452		70	%
Acres sold	6,100			4,100			49	%
% of fee acres	1.6		%	1.0		%
Price per acre (3)	$	1,794		$	1,611		11	%

Large Dispositions (4)
Gross sales	$	7,536		$	21,250		(65)	%
Acres sold	5,000			14,400			(65)	%
Price per acre (6)	$	1,522		$	1,474		3	%
Gain on large dispositions	$	759		$	1,274		(40)	%

Pacific Northwest
Timber sales revenue	$	8,653		$	3,502		147	%

Timber sales volume (tons)
Pulpwood	4,948			7,096			(30)	%
Sawtimber	81,181			39,118			108	%
	86,129			46,214			86	%

Harvest Mix
Pulpwood	6		%	15		%
Sawtimber	94		%	85		%
Delivered % as of total volume	100		%	91		%
Stumpage % as of total volume	—		%	9		%

Delivered timber sales price (per ton) (2)(5)