Unconsolidated Joint Ventures | Unconsolidated Joint Ventures As of September 30, 2019 , CatchMark owned interests in two joint ventures with unrelated parties: the Triple T Joint Venture and the Dawsonville Bluffs Joint Venture (each as defined and described below). As of September 30, 2019 Dawsonville Bluffs Joint Venture Triple T Joint Venture Ownership percentage 50.0% 21.6% (1) Acreage owned by the joint venture 65 1,094,000 Merchantable timber inventory (tons) 2,500 40.3 million (2) Location Georgia Texas (1) Represents our share of total partner capital contributions. (2) Merchantable timber inventory does not include current year growth. CatchMark accounts for these investments using the equity method of accounting. Triple T Joint Venture During 2018, CatchMark formed a joint venture, 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, in exchange for a common limited partnership interest. CatchMark, through a separate wholly-owned and consolidated subsidiary, is the sole general partner of the Triple T Joint Venture. CatchMark uses the equity method to account for its investment in the Triple T Joint Venture since it does not possess the power to direct the activities that most significantly impact the economic performance of the Triple T Joint Venture, and accordingly, CatchMark does not possess the first characteristic of a primary beneficiary described in GAAP. CatchMark appointed three common board members of the Triple T Joint Venture, including its Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Forest Resources, which provides CatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it is appropriate for CatchMark to apply the equity method of accounting to its investment in the Triple T Joint Venture. The Triple T Joint Venture agreement provides for liquidation rights and distribution priorities that are significantly different from CatchMark's stated ownership percentage based on total equity contributions. The Preferred Investors are entitled to a minimum 10.25% cumulative return on their equity contributions, plus a complete return of their equity contributions before any distributions may be made on CatchMark’s common limited partnership interest. As such, CatchMark uses the hypothetical-liquidation-at-book-value method (“HLBV”) to determine its equity in the earnings of the Triple T Joint Venture. The HLBV method is commonly applied to equity investments in real estate, where cash distribution percentages vary at different points in time and are not directly linked to an investor's ownership percentage. For investments accounted for under the HLBV method, applying the percentage ownership interest to GAAP net income in order to determine earnings or losses would not accurately represent the income allocation and cash flow distributions that will ultimately be received by the investors. CatchMark applies HLBV using a balance sheet approach. A calculation is prepared at each balance sheet date to determine the amount that CatchMark would receive if the Triple T Joint Venture were to liquidate all of its assets (at book value in accordance with GAAP) on that date and distribute the proceeds to the partners based on the contractually-defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is CatchMark's income or loss from the Triple T Joint Venture for the period. Condensed balance sheet information for the Triple T Joint Venture is as follows: As of (in thousands) September 30, 2019 December 31, 2018 Triple T Joint Venture: Total assets $ 1,586,687 $ 1,607,413 Total liabilities $ 757,110 $ 754,610 Total equity $ 829,577 $ 852,803 CatchMark: Carrying value of investment $ 8,650 $ 90,450 Condensed income statement information for the Triple T Joint Venture is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2019 2018 2019 2018 Triple T Joint Venture: Total revenues $ 41,509 $ 28,255 $ 121,450 $ 28,255 Operating income (loss) $ 2,490 $ (3,329 ) $ 10,437 $ (3,329 ) Net loss $ (4,613 ) $ (9,407 ) $ (10,480 ) $ (9,407 ) CatchMark: Equity share of net loss $ (25,712 ) $ (76,755 ) $ (81,800 ) $ (76,755 ) Condensed statement of cash flow information for the Triple T Joint Venture is as follows: Nine Months Ended September 30, (in thousands) 2019 2018 Triple T Joint Venture: Net cash provided by (used in) operating activities $ 9,040 $ (1,753 ) Net cash used in investing activities $ (3,263 ) $ (1,410,066 ) Net cash provided by financing activities $ 87 $ 1,461,452 Net change in cash and cash equivalents $ 5,864 $ 49,633 Cash and cash equivalents, beginning of period $ 39,300 $ — Cash and cash equivalents, end of period $ 45,164 $ 49,633 CatchMark's equity share of the Triple T Joint Venture's net loss determined using the HLBV method as of September 30, 2019 is calculated as follows: (in thousands) Triple T Joint Venture: Total equity as of September 30, 2019 $ 829,577 Preferred Investors: Equity in Triple T Joint Venture as of January 1, 2019 $ 762,353 Minimum preferred return as of September 30, 2019 $ 58,445 Class A preferred equity as of September 30, 2019 $ 129 HLBV distribution as of September 30, 2019 $ 820,927 CatchMark: Equity in Triple T Joint Venture as of September 30, 2019 $ 8,650 Equity in Triple T Joint Venture, as of January 1, 2019 $ 90,450 Equity share of Triple T Joint Venture's net loss $ (81,800 ) 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. During the third quarter of 2019, the Dawsonville Bluffs Joint Venture completed the disposition of substantially all of its remaining 4,400 acres of timberlands for $8.7 million . On August 1, 2019, CatchMark received a $3.8 million cash distribution as a result of this disposition. For the nine months ended September 30, 2019 and 2018, CatchMark received cash distributions of $4.8 million and $8.5 million , respectively, from the Dawsonville Bluffs Joint Venture. As of September 30, 2019, the Dawsonville Bluffs Joint Venture had mitigation bank credits with a book basis of $2.9 million in addition to 65 acres of timberland remaining in its portfolio. Condensed balance sheet information for the Dawsonville Bluffs Joint Venture is as follows: As of (in thousands) September 30, 2019 December 31, 2018 Dawsonville Bluffs Joint Venture: Total assets $ 4,148 $ 12,164 Total liabilities $ 597 $ 575 Total equity $ 3,551 $ 11,589 CatchMark: Carrying value of investment $ 1,776 $ 5,795 Condensed income statement information for the Dawsonville Bluffs Joint Venture is as follows: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2019 2018 2019 2018 Dawsonville Bluffs Joint Venture: Total revenues $ 8,648 $ 198 $ 10,068 $ 13,813 Net income (loss) $ 1,323 $ (19 ) $ 1,578 $ 5,040 CatchMark: Equity share of net income (loss) $ 661 $ (10 ) $ 789 $ 2,520 Condensed statement of cash flow information for the Dawsonville Joint Venture is as follows: Nine Months Ended September 30, (in thousands) 2019 2018 Dawsonville Joint Venture: Net cash provided by operating activities $ 8,873 $ 12,673 Net cash provided by investing activities $ — $ — Net cash used in financing activities $ (9,616 ) $ (17,031 ) Net change in cash and cash equivalents $ (743 ) $ (4,358 ) Cash and cash equivalents, beginning of period $ 1,731 $ 5,375 Cash and cash equivalents, end of period $ 988 $ 1,017 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 of these joint ventures and their properties, including accounting, reporting and other administrative services, subject to certain major decisions that require partner approval. For management of the Triple T Joint Venture, CatchMark receives a fee equal to 1% per annum, subject to reduction and deferment in certain circumstances, of the Acquisition Price multiplied by 78.4 %, which represents the percentage of the total equity contributions made to the Triple T Joint Venture by the Preferred Investors. For management of the Dawsonville Bluffs Joint Venture, CatchMark receives a percentage fee based on invested capital, as defined by the joint venture agreement. Additionally, CatchMark receives an incentive-based promote earned for exceeding investment hurdles. During the three and nine months ended September 30, 2019 and 2018, CatchMark earned the following fees from these unconsolidated joint ventures: Three Months Ended September 30, Nine Months Ended September 30, (in thousands) 2019 2018 2019 2018 Triple T Joint Venture (1) $ 2,821 $ 2,675 $ 8,464 $ 2,675 Dawsonville Bluffs Joint Venture (2) 615 23 655 84 $ 3,436 $ 2,698 $ 9,119 $ 2,759 (1) Includes $0.1 million and $0.4 million of reimbursements of compensation costs for the three and nine months ended September 30, 2019, respectively. Includes $0.1 million and $0.1 million of reimbursements of compensation costs for the three and nine months ended September 30, 2018, respectively. (2) The three and nine months ended September 30, 2019 includes $0.6 million of incentive-based promote earned for exceeding investment hurdles. |