Notes Payable and Lines of Credit | Notes Payable and Lines of Credit Credit Agreement Amendment CatchMark is party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018, June 28, 2019, February 12, 2020, May 1, 2020, and August 4, 2021 with a syndicate of lenders, including CoBank, which serves as the administrative agent (the "Amended Credit 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”); • 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 , a mong 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 over the remaining term of the respective facility. Approximately $33,000 of third-party related financing costs was expensed. Credit Facilities During the second and the third quarters of 2021, CatchMark repaid $7.3 million and $95.4 million, respectively, of its outstanding debt balances with net proceeds from large dispositions (see Note 3 — Timber Assets) . As of September 30, 2021 and December 31, 2020, C atchMark had the following debt balances outstanding: (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) 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 September 30, 2021, CatchMark had access to additional borrowing of $253.6 million, consisting of $35.0 million under the Revolving Credit Facility, $150.0 million under the Multi-Draw Term Facility and $68.6 million under Term Loan A-3. On October 14, 2021, CatchMark further amended the Amended Credit Agreement and o n 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 1.90%, in each case depending on CatchMark's LTV ratio, and will terminate and all amounts outstanding under the facility due and payable on August 4, 2026. 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 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 the three months ended 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 nine months ended September 30, 2021, and 2020, CatchMark recognized $0.4 million of unused commitment fees as interest expense on its consolidated statements of operations, respectively. CatchMark’s obligations under the Amended Credit Agreement are collateralized by a first priority lien on the timberlands owned by CatchMark’s subsidiaries and substantially all of CatchMark’s subsidiaries’ other assets in which a security interest may lawfully be granted, including, without limitation, accounts, equipment, inventory, intellectual property, bank accounts and investment property. In addition, these obligations are jointly and severally guaranteed by CatchMark and all of its subsidiaries pursuant to the terms of the Amended Credit Agreement. CatchMark has also agreed to guarantee certain losses caused by certain willful acts of CatchMark or its subsidiaries. Patronage Dividends CatchMark is eligible to receive annual patronage dividends from its lenders (the "Patronage Banks") under a profit-sharing program made available to borrowers of the Farm Credit System. CatchMark has received a patronage dividend on its eligible patronage loans annually since 2015. The eligibility remains the same under the Amended Credit Agreement. Therefore, CatchMark accrues patronage dividends it expects to receive based on actual patronage dividends received as a percentage of its weighted-average e ligible debt balance. For the three months ended September 30, 2021 and 2020, CatchMark accrued $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 nine months ended September 30, 2021 and 2020, CatchMark accrued $2.7 million, 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 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) As of Patronage dividends classified as: September 30, 2021 December 31, 2020 Accounts receivable $ 2,727 $ 3,597 Prepaid expenses and other assets (1) 4,311 3,335 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 p ermits 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 September 30, 2021. Interest Paid and Fair Value of Outstanding Debt During the three months and nine months ended September 30, 2021 and 2020, CatchMark made the following cash interest payments on its borrowings: Three Months Ended Nine Months Ended (in thousands) 2021 2020 2021 2020 Cash paid for interest $ 2,000 $ 2,200 $ 6,600 $ 9,200 Included in the interest payments for the three months ended 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 $0.4 million and $0.3 million, respectively. As of 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 3.55% and 3.25%, respectively. After further consideration of expected patronage dividends, CatchMark's weighted-average interest rate as of September 30, 2021 and December 31, 2020 wa s 2.70% an d 2.45%, respectively. As of 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. |