Unconsolidated Joint Ventures | Unconsolidated Joint Ventures As of September 30, 2020, 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, 2020 Dawsonville Bluffs Joint Venture Triple T Joint Venture Ownership percentage 50.0% 22.0% (1) Acreage owned by the joint venture — 1,085,000 Merchantable timber inventory (million tons) — 41.1 (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. Triple T Joint Venture During 2018, CatchMark formed TexMark Timber Treasury, L.P., a Delaware limited partnership (the "Triple T Joint Venture"), with a consortium of institutional investors (the "Preferred Investors") to acquire 1.1 million acres of high-quality East Texas industrial timberlands (the “Triple T Timberlands”), for $1.39 billion (the “Acquisition Price”), exclusive of transaction costs. The Triple T Joint Venture completed the acquisition of the Triple T Timberlands in July 2018. CatchMark invested $200.0 million in the Triple T Joint Venture, equal to 21.6% of the total equity contributions at that time, in exchange for a common limited partnership interest. CatchMark, through a separate wholly-owned and consolidated subsidiary, is the sole general partner of the Triple T Joint Venture. On June 24, 2020, CatchMark invested an additional $5.0 million of equity on the same terms and conditions as its existing investment in the Triple T Joint Venture in connection with amendments to the joint venture agreement and asset management agreement. The amended asset management agreement designated Brian M. Davis, Chief Executive Officer and President of CatchMark, as the “Key Man” and increased the asset management fee payable to CatchMark as described below in Asset Management Fees . The amended joint venture agreement increased the 10.25% cumulative return on the preferred investors’ interests in the Triple T Joint Venture’s subsidiary REIT by 0.5% per quarter, subject to a maximum increase of 2.0% and subject to decreases in other circumstances. The proceeds of CatchMark’s additional $5.0 million investment, along with the proceeds from $140.0 million of borrowings under the Triple T Joint Venture’s credit facility, were used to make a payment of $145.0 million to GP in connection with an amendment to a wood supply agreement between the Triple T Joint Venture and GP. This amendment was intended to achieve market-based pricing on timber sales, increase reimbursement for extended haul distances, provide the ability for the Triple T Joint Venture to sell sawtimber to other third parties, and expand the Triple T Joint Venture’s ability to sell large timberland parcels to third-party buyers. The supply agreement between the Triple T Joint Venture and GP was also extended by two years from 2029 to 2031. CatchMark uses the equity method to account for its investment in the Triple T Joint Venture since it does not possess the power to direct the activities that most significantly impact the economic performance of the Triple T Joint Venture, and accordingly, CatchMark does not possess the first characteristic of a primary beneficiary described in GAAP. CatchMark has appointed three common board members of the Triple T Joint Venture, including its Chief Executive Officer, Chief Resources Officer and Vice President - Acquisitions, which provides CatchMark with significant influence over the Triple T Joint Venture. Accordingly, pursuant to the applicable accounting literature, it is appropriate for CatchMark to apply the equity method of accounting to its investment in the Triple T Joint Venture. The Triple T Joint Venture agreement provides for liquidation rights and distribution priorities that are significantly different from CatchMark's stated ownership percentage based on total equity contributions. The Preferred Investors are entitled to a minimum cumulative return on their equity contributions, plus a complete return of their equity contributions before any distributions may be made on CatchMark’s common limited partnership interest. As such, CatchMark uses the hypothetical-liquidation-at-book-value method (“HLBV”) to determine its equity in the earnings of the Triple T Joint Venture. The HLBV method is commonly applied to equity investments in real estate, where cash distribution percentages vary at different points in time and are not directly linked to an investor's ownership percentage. For investments accounted for under the HLBV method, applying the percentage ownership interest to GAAP net income in order to determine earnings or losses would not accurately represent the income allocation and cash flow distributions that will ultimately be received by the investors. CatchMark applies HLBV using a balance sheet approach. A calculation is prepared at each balance sheet date to determine the amount that CatchMark would receive if the Triple T Joint Venture were to liquidate all of its assets (at book value in accordance with GAAP) on that date and distribute the proceeds to the partners based on the contractually-defined liquidation priorities. The difference between the calculated liquidation distribution amounts at the beginning and the end of the reporting period, after adjusting for capital contributions and distributions, is CatchMark's income or loss from the Triple T Joint Venture for the period. Condensed balance sheet information for the Triple T Joint Venture is as follows: As of (in thousands) September 30, 2020 December 31, 2019 Triple T Joint Venture Total assets $ 1,567,084 $ 1,573,172 Total liabilities $ 773,660 $ 751,655 Total equity $ 793,424 $ 821,517 CatchMark Carrying value of investment $ — $ — 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) 2020 2019 2020 2019 Triple T Joint Venture Total revenues $ 44,222 $ 41,509 $ 114,091 $ 121,450 Net loss $ (9,973) $ (4,613) $ (25,636) $ (10,480) CatchMark Equity share of net loss $ (2,689) $ (25,712) $ (5,000) $ (81,800) Condensed statement of cash flow information for the Triple T Joint Venture is as follows: Nine Months Ended September 30, (in thousands) 2020 2019 Triple T Joint Venture Net cash provided by operating activities $ 2,305 $ 9,040 Net cash used in investing activities $ (151,473) $ (3,263) Net cash provided by financing activities $ 154,111 $ 87 Net change in cash and cash equivalents $ 4,943 $ 5,864 Cash and cash equivalents, beginning of period $ 39,614 $ 39,300 Cash and cash equivalents, end of period $ 44,557 $ 45,164 As of September 30 2020, CatchMark had recognized cumulative HLBV losses of $205.0 million, reducing the carrying value of its investment to zero. CatchMark does not expect to recognize any additional losses from the Triple T Joint Venture as CatchMark has not guaranteed obligations of the venture and is not otherwise committed to provide it additional financial support. Dawsonville Bluffs Joint Venture During 2017, CatchMark formed the Dawsonville Bluffs Joint Venture with MPERS, and each owns a 50% membership interest. CatchMark shares substantive participation rights with MPERS, including management selection and termination, and the approval of material operating and capital decisions and, as such, uses the equity method of accounting to record its investment. Income or loss and cash distributions are allocated according to the provisions of the joint venture agreement, which are consistent with the ownership percentages for the Dawsonville Bluffs Joint Venture. As of September 30, 2020, the Dawsonville Bluffs Joint Venture had a mitigation bank with a book basis of $2.3 million remaining in its portfolio. Condensed balance sheet information for the Dawsonville Bluffs Joint Venture is as follows: As of (in thousands) September 30, 2020 December 31, 2019 Dawsonville Bluffs Joint Venture Total assets $ 3,707 $ 4,041 Total liabilities $ 31 $ 111 Total equity $ 3,676 $ 3,930 CatchMark Carrying value of investment $ 1,838 $ 1,965 Condensed income statement information for the Dawsonville Bluffs Joint Venture is as follows: Three Months Ended Nine Months Ended (in thousands) 2020 2019 2020 2019 Dawsonville Bluffs Joint Venture Total revenues $ 1,246 $ 8,648 $ 1,246 $ 10,068 Net income $ 790 $ 1,323 $ 546 $ 1,578 CatchMark Equity share of net income $ 395 $ 661 $ 273 $ 789 Condensed statement of cash flow information for the Dawsonville Joint Venture is as follows: Nine Months Ended (in thousands) 2020 2019 Dawsonville Joint Venture Net cash provided by operating activities $ 633 $ 8,873 Net cash used in financing activities $ (800) $ (9,616) Net change in cash and cash equivalents $ (167) $ (743) Cash and cash equivalents, beginning of period $ 1,441 $ 1,731 Cash and cash equivalents, end of period $ 1,274 $ 988 For the nine months ended September 30, 2020 and 2019, CatchMark received cash distributions of $0.4 million and $4.8 million, r espectively, from the Dawsonville Bluffs Joint Venture. Risks and Uncer tainties Related to Unconsolidated Joint Ventures CatchMark’s unconsolidated joint ventures, most notably the Triple T Joint Venture, are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Triple T Joint Venture’s business and that of its customers and contractors is uncertain and difficult to predict. The rapid spread of the outbreak has caused significant disruptions in the U.S. and global economies and capital markets, and the impact is expected to continue to be significant during the remainder of 2020 and into 2021. Such economic disruption could have a material adverse effect on the Triple T Joint Venture’s business due to the same reasons discussed in Note 1 — Organization with respect to CatchMark. The severity of the impact of the COVID-19 pandemic on the Triple T Joint Venture’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Triple T Joint Venture’s customers, all of which are uncertain and cannot be predicted. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the financial condition, liquidity, or results of operations of CatchMark’s unconsolidated joint ventures is uncertain. Asset Management Fees 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. On June 24, 2020, in connection with its additional $5.0 million equity investment in the Triple T Joint Venture, CatchMark entered into an amended and restated asset management agreement with the Triple T Joint Venture. Prior to this amendment, for management of the Triple T Joint Venture, CatchMark received a fee equal to 1% of the Acquisition Price multiplied by 78.4%, which represented the percentage of the original equity contributions made to the Triple T Joint Venture by the Preferred Investors. In the event the Preferred Investors had not received a return of their capital contributions plus their preferred return as described above, then the asset management fee percentage would have decreased from 1% to 0.75% at October 1, 2021, and to 0.50% at October 1, 2022. The amended asset management agreement provides that, effective June 24, 2020, CatchMark earns an asset management fee equal to 1% of (a) the sum of the Acquisition Price and the $145.0 million paid to GP, multiplied by (b) 78.4%, and in the event the Preferred Investors have not received a return of their capital contributions plus their preferred return, then the asset management fee percentage decreases from 1% to 0.75% at October 1, 2021, and to 0.25% at July 1, 2022. The fee is also subject to deferment in certain circumstances. Fo r 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 nine months ended September 30, 2020 and 2019, CatchMark earned the following fees from these unconsolidated joint ventures: Three Months Ended Nine Months Ended (in thousands) 2020 2019 2020 2019 Triple T Joint Venture (1) $ 3,112 $ 2,821 $ 8,789 $ 8,464 Dawsonville Bluffs Joint Venture (2) 6 615 161 655 $ 3,118 $ 3,436 $ 8,950 $ 9,119 (1) Includes $0.1 million of reimbursements of compensation costs for the three months ended September 30, 2020 and 2019. Includes $0.4 million of reimbursements of compensation costs for the nine months ended September 30, 2020 and 2019. (2) Includes $0.1 million and $0.6 million of incentive-based promote earned for exceeding investment hurdle in the first quarter of 2020 and in the third quarter of 2019, respectively. |