Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-36239 | |
Entity Registrant Name | CATCHMARK TIMBER TRUST, INC. | |
Entity Incorporation, State or Country Code | MD | |
Entity Tax Identification Number | 20-3536671 | |
Entity Address, Address Line One | 5 Concourse Parkway | |
Entity Address, Address Line Two | Suite 2650 | |
Entity Address, City or Town | Atlanta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30328 | |
City Area Code | 855 | |
Local Phone Number | 858-9794 | |
Title of 12(b) Security | Class A Common Stock, $0.01 Par Value Per Share | |
Trading Symbol | CTT | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 49,275,171 | |
Entity Central Index Key | 0001341141 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONSOLIDATED BALANCE SHEETS (UN
CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Cash and cash equivalents | $ 33,727 | $ 22,963 |
Accounts receivable | 3,852 | 5,436 |
Prepaid expenses and other assets | 18,179 | 6,294 |
Operating lease right-of-use asset (Note 7) | 2,371 | 2,527 |
Deferred financing costs | 2,279 | 2,606 |
Timber assets (Note 3): | ||
Timber and timberlands, net | 453,240 | 466,130 |
Intangible lease assets | 0 | 1 |
Investments in unconsolidated joint ventures (Note 4) | 1,719 | 1,353 |
Total assets | 515,367 | 507,310 |
Liabilities: | ||
Accounts payable and accrued expenses | 7,143 | 3,677 |
Operating lease liability (Note 7) | 2,556 | 2,707 |
Other liabilities | 3,957 | 18,683 |
Notes payable and lines of credit, net of deferred financing costs (Note 5) | 298,478 | 298,247 |
Total liabilities | 312,134 | 323,314 |
Commitments and Contingencies (Note 7) | 0 | 0 |
Stockholders’ Equity: | ||
Class A common stock, $0.01 par value; 900,000 shares authorized; 49,248 and 48,888 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 492 | 489 |
Additional paid-in capital | 731,339 | 729,960 |
Accumulated deficit and distributions | (546,127) | (537,477) |
Accumulated other comprehensive income (loss) | 15,326 | (11,217) |
Total stockholders’ equity | 201,030 | 181,755 |
Noncontrolling Interests | 2,203 | 2,241 |
Total equity | 203,233 | 183,996 |
Total liabilities and equity | $ 515,367 | $ 507,310 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - Class A Common Stock - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 49,248,000 | 48,888,000 |
Common stock, shares outstanding (in shares) | 49,248,000 | 48,888,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Revenues: | |||||
Total revenues | $ 24,559 | $ 31,940 | $ 51,501 | $ 59,626 | |
Expenses: | |||||
Depletion | 3,201 | 6,657 | 7,350 | 14,382 | |
General and administrative expenses | 7,650 | 3,094 | 11,619 | 6,694 | |
Land rent expense | 106 | 20 | 186 | 133 | |
Other operating expenses | 1,441 | 1,714 | 2,690 | 3,427 | |
Operating costs and expenses | 26,648 | 27,658 | 48,398 | 53,582 | |
Other income (expense): | |||||
Interest income | 48 | 0 | 51 | 1 | |
Interest expense | (2,778) | (3,337) | (5,279) | (6,265) | |
Gain on large disposition | [1] | 0 | 759 | 0 | 759 |
Total other income (expense) | (2,730) | (2,578) | (5,228) | (5,505) | |
Income (loss) before unconsolidated joint ventures | (4,819) | 1,704 | (2,125) | 539 | |
Income from unconsolidated joint ventures (Note 4) | 260 | 49 | 750 | 663 | |
Net income (loss) | (4,559) | 1,753 | (1,375) | 1,202 | |
Net income (loss) attributable to noncontrolling interest | (11) | 4 | (3) | 3 | |
Net income (loss) attributable to common stockholders | $ (4,548) | $ 1,749 | $ (1,372) | $ 1,199 | |
Weighted-average common shares outstanding - basic (in shares) | 48,522 | 48,421 | 48,501 | 48,398 | |
Income (loss) per share - basic (in dollars per share) | $ (0.09) | $ 0.04 | $ (0.03) | $ 0.02 | |
Weighted-average common shares outstanding - diluted (in shares) | 48,522 | 48,562 | 48,501 | 48,513 | |
Income (loss) per share - diluted (in dollars per share) | $ (0.09) | $ 0.04 | $ (0.03) | $ 0.02 | |
Timber sales | |||||
Revenues: | |||||
Total revenues | $ 14,679 | $ 20,111 | $ 32,402 | $ 40,260 | |
Timberland sales | |||||
Revenues: | |||||
Total revenues | 8,818 | 7,632 | 14,888 | 10,989 | |
Expenses: | |||||
Costs and expenses | 6,475 | 5,641 | 10,812 | 7,796 | |
Management fees and expenses | |||||
Revenues: | |||||
Total revenues | 110 | 3,211 | 2,289 | 6,329 | |
Expenses: | |||||
Costs and expenses | 1,498 | 1,707 | 3,123 | 3,594 | |
Other revenues | |||||
Revenues: | |||||
Total revenues | 952 | 986 | 1,922 | 2,048 | |
Contract logging and hauling costs | |||||
Expenses: | |||||
Costs and expenses | $ 6,277 | $ 8,825 | $ 12,618 | $ 17,556 | |
[1]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. |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (4,559) | $ 1,753 | $ (1,375) | $ 1,202 |
Other comprehensive income (loss): | ||||
Market value adjustment to interest rate swaps | 9,284 | (4,504) | 26,607 | 11,181 |
Comprehensive income (loss) | 4,725 | (2,751) | 25,232 | 12,383 |
Comprehensive income (loss) attributable to noncontrolling interest | 22 | (11) | 64 | 19 |
Comprehensive income (loss) attributable to common stockholders | $ 4,703 | $ (2,740) | $ 25,168 | $ 12,364 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | Total | Total Stockholders’ Equity | Common Stock | Additional Paid-In Capital | Accumulated Deficit and Distributions | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 48,765 | ||||||
Balance, beginning of period at Dec. 31, 2020 | $ 129,912 | $ 128,764 | $ 488 | $ 728,662 | $ (572,493) | $ (27,893) | $ 1,148 |
Issuance of common stock pursuant to: | |||||||
LTIP, net of forfeitures and amounts withheld for income taxes (in shares) | 139 | ||||||
LTIP, net of forfeitures and amounts withheld for income taxes | 129 | (45) | $ 1 | (46) | 174 | ||
Dividends on common stock | (6,537) | (6,537) | (6,537) | ||||
Distributions to noncontrolling interest | (28) | (28) | |||||
Net income (loss) | (551) | (550) | (550) | (1) | |||
Other comprehensive income (loss) | 15,685 | 15,655 | 15,655 | 30 | |||
Balance, end of period (in shares) at Mar. 31, 2021 | 48,904 | ||||||
Balance, end of period at Mar. 31, 2021 | 138,610 | 137,287 | $ 489 | 728,616 | (579,580) | (12,238) | 1,323 |
Balance, beginning of period (in shares) at Dec. 31, 2020 | 48,765 | ||||||
Balance, beginning of period at Dec. 31, 2020 | 129,912 | 128,764 | $ 488 | 728,662 | (572,493) | (27,893) | 1,148 |
Issuance of common stock pursuant to: | |||||||
Net income (loss) | 1,202 | ||||||
Balance, end of period (in shares) at Jun. 30, 2021 | 48,906 | ||||||
Balance, end of period at Jun. 30, 2021 | 130,012 | 128,545 | $ 489 | 729,155 | (584,368) | (16,731) | 1,467 |
Balance, beginning of period (in shares) at Mar. 31, 2021 | 48,904 | ||||||
Balance, beginning of period at Mar. 31, 2021 | 138,610 | 137,287 | $ 489 | 728,616 | (579,580) | (12,238) | 1,323 |
Issuance of common stock pursuant to: | |||||||
LTIP, net of forfeitures and amounts withheld for income taxes (in shares) | 2 | ||||||
LTIP, net of forfeitures and amounts withheld for income taxes | 716 | 539 | 539 | 177 | |||
Dividends on common stock | (6,537) | (6,537) | (6,537) | ||||
Distributions to noncontrolling interest | (26) | (26) | |||||
Net income (loss) | 1,753 | 1,749 | 1,749 | 4 | |||
Other comprehensive income (loss) | (4,504) | (4,493) | (4,493) | (11) | |||
Balance, end of period (in shares) at Jun. 30, 2021 | 48,906 | ||||||
Balance, end of period at Jun. 30, 2021 | 130,012 | 128,545 | $ 489 | 729,155 | (584,368) | (16,731) | 1,467 |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 48,888 | ||||||
Balance, beginning of period at Dec. 31, 2021 | 183,996 | 181,755 | $ 489 | 729,960 | (537,477) | (11,217) | 2,241 |
Issuance of common stock pursuant to: | |||||||
LTIP, net of forfeitures and amounts withheld for income taxes (in shares) | 360 | ||||||
LTIP, net of forfeitures and amounts withheld for income taxes | 448 | 879 | $ 3 | 876 | (431) | ||
Dividends on common stock | (3,639) | (3,639) | (3,639) | ||||
Distributions to noncontrolling interest | (9) | (9) | |||||
Net income (loss) | 3,184 | 3,176 | 3,176 | 8 | |||
Other comprehensive income (loss) | 17,323 | 17,281 | 17,281 | 42 | |||
Balance, end of period (in shares) at Mar. 31, 2022 | 49,248 | ||||||
Balance, end of period at Mar. 31, 2022 | 201,303 | 199,452 | $ 492 | 730,836 | (537,940) | 6,064 | 1,851 |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 48,888 | ||||||
Balance, beginning of period at Dec. 31, 2021 | 183,996 | 181,755 | $ 489 | 729,960 | (537,477) | (11,217) | 2,241 |
Issuance of common stock pursuant to: | |||||||
Net income (loss) | (1,375) | ||||||
Balance, end of period (in shares) at Jun. 30, 2022 | 49,248 | ||||||
Balance, end of period at Jun. 30, 2022 | 203,233 | 201,030 | $ 492 | 731,339 | (546,127) | 15,326 | 2,203 |
Balance, beginning of period (in shares) at Mar. 31, 2022 | 49,248 | ||||||
Balance, beginning of period at Mar. 31, 2022 | 201,303 | 199,452 | $ 492 | 730,836 | (537,940) | 6,064 | 1,851 |
Issuance of common stock pursuant to: | |||||||
LTIP, net of forfeitures and amounts withheld for income taxes | 853 | 503 | 503 | 350 | |||
Dividends on common stock | (3,639) | (3,639) | (3,639) | ||||
Distributions to noncontrolling interest | (9) | (9) | |||||
Net income (loss) | (4,559) | (4,548) | (4,548) | (11) | |||
Other comprehensive income (loss) | 9,284 | 9,262 | 9,262 | 22 | |||
Balance, end of period (in shares) at Jun. 30, 2022 | 49,248 | ||||||
Balance, end of period at Jun. 30, 2022 | $ 203,233 | $ 201,030 | $ 492 | $ 731,339 | $ (546,127) | $ 15,326 | $ 2,203 |
CONSOLIDATED STATEMENTS OF EQ_2
CONSOLIDATED STATEMENTS OF EQUITY (UNAUDITED) (PARENTHETICAL) - $ / shares | 3 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||||
Dividends on common stock (in dollars per share) | $ 0.075 | $ 0.075 | $ 0.135 | $ 0.135 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash Flows from Operating Activities: | |||||
Net income (loss) | $ (4,559) | $ 1,753 | $ (1,375) | $ 1,202 | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||
Depletion | 3,201 | 6,657 | 7,350 | 14,382 | |
Basis of timberland sold, lease terminations and other | [1] | 6,698 | 5,701 | 10,738 | 7,667 |
Stock-based compensation expense | 853 | 767 | 1,704 | 1,386 | |
Noncash interest expense | 771 | 1,171 | |||
Noncash lease expense | 5 | 11 | |||
Other amortization | 59 | 87 | |||
Gain on large dispositions | [2] | 0 | (759) | 0 | (759) |
Income from unconsolidated joint venture | (260) | (49) | (750) | (663) | |
Operating distributions from unconsolidated joint venture | 384 | 0 | |||
Interest paid under swaps with other-than-insignificant financing element | 2,377 | 2,845 | |||
Changes in assets and liabilities: | |||||
Accounts receivable | 1,397 | (258) | |||
Prepaid expenses and other assets | 3,420 | 497 | |||
Accounts payable and accrued expenses | 3,529 | 878 | |||
Other liabilities | (3,401) | 1,606 | |||
Net cash provided by operating activities | 26,208 | 30,052 | |||
Cash Flows from Investing Activities: | |||||
Timberland acquisitions and earnest money paid | (2,200) | (2,291) | 0 | ||
Capital expenditures (excluding timberland acquisitions) | (2,990) | (3,320) | |||
Distributions from unconsolidated joint ventures | 0 | 266 | |||
Net proceeds from large dispositions | 0 | 7,340 | |||
Net cash provided by (used in) investing activities | (5,281) | 4,286 | |||
Cash Flows from Financing Activities: | |||||
Repayment of notes payable | 0 | (7,295) | |||
Financing costs paid | (61) | (7) | |||
Interest paid under swaps with other-than-insignificant financing element | (2,377) | (2,845) | |||
Dividends/distributions paid | (7,296) | (13,128) | |||
Repurchase of common shares | (26) | (158) | |||
Repurchase of common shares for minimum tax withholding | (403) | (538) | |||
Net cash used in financing activities | (10,163) | (23,971) | |||
Net change in cash and cash equivalents | 10,764 | 10,367 | |||
Cash and cash equivalents, beginning of period | 22,963 | 11,924 | |||
Cash and cash equivalents, end of period | $ 33,727 | $ 22,291 | $ 33,727 | $ 22,291 | |
[1]Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.[2]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. |
Organization
Organization | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | 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, directly and indirectly through CatchMark LP Holder, LLC (“CatchMark Timber LP”), a Delaware limited liability company and wholly-owned subsidiary of CatchMark Timber Trust. The remaining 0.24% 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. Proposed Merger On May 29, 2022, CatchMark Timber Trust and CatchMark Timber OP entered into an Agreement and Plan of Merger (the “Merger Agreement”) with PotlatchDeltic Corporation, a Delaware corporation (“PotlatchDeltic”), and Horizon Merger Sub 2022, LLC, a Delaware limited liability company (“Merger Sub”). Pursuant to the Merger Agreement, CatchMark Timber Trust will be merged with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of PotlatchDeltic (the "Company Merger") followed by the merger of CatchMark Timber OP with and into Merger Sub, with Merger Sub surviving the merger as a wholly-owned subsidiary of PotlatchDeltic (the “Partnership Merger” and together with the Company Merger, the “Mergers”). The Merger Agreement provides that at the effective time of the Company Merger, each issued and outstanding share of C ommon Stock, other than those shares held by CatchMark Timber Trust, CatchMark Timber OP, PotlatchDeltic, Merger Sub or any of their respective wholly-owned subsidiaries (“Excluded Shares”) , will be converted into the right to receive 0.230 shares of common stock of PotlatchDeltic plus the right to receive cash in lieu of any fractional shares of common stock of PotlatchDeltic (the "Merger Consideration"). A lso a t the effective time of the Partnership Merger, each of the issued and outstanding Common Unit s , other than those Common Units held by CatchMark Timber Trust , CatchMark Timber OP, PotlatchDeltic, Merger Sub, or any of their respective wholly-owned subsidiaries (“Excluded OP Units”) , will automatically be convert ed into the right to receive the Merger Consideration. In addition, the Merger Agreement provides that (i) immediately prior to the effective time of the Company Merger, any and all outstanding issuance and forfeiture conditions on any Common Stock granted under CatchMark's equity incentive plans that is unvested or subject to a substantial risk of forfeiture will be deemed satisfied in full and on a fully vested basis (at maximum performance to the extent applicable), and such vested shares will automatically be converted into the right to receive the Merger Consideration at the Company Merger effective time; (ii) immediately prior to the effective time of the Partnership Merger, each issued and outstanding unvested LTIP Unit will automatically become fully vested (at maximum performance, to the extent applicable) and, immediately after such vesting, each vested LTIP Unit that is eligible for conversion into a Common Unit will automatically convert into a Common Unit, which will automatically be converted into the right to receive Merger Consideration at the Partnership Merger effective time. In connection with the consummation of the Mergers, CatchMark employees may be entitled to receive severance payments if terminated within three months prior to, or within 12 months following, consummation of the Mergers, in accordance with CatchMark's Change in Control Severance Protection Plan, dated as of April 8, 2019 and amended as of April 6, 2022, or the Amended and Restated Employment Agreement between CatchMark and Brian M. Davis, dated as of March 11, 2021, as applicable. CatchMark has also agreed to various customary covenants and agreements, including, subject to certain exceptions, to conduct its business in all material respects in the ordinary course of business and in a manner consistent with past practice, during the period between the execution of the Merger Agreement and the consummation of the Mergers. The consummation of the Mergers are subject to certain closing conditions, including, among others, the approval of the Company Merger by CatchMark's stockholders. In addition, the Merger Agreement may be terminated under certain circumstances by CatchMark or PotlatchDeltic, including if the Mergers have not been completed by November 29, 2022. Upon a termination of the Merger Agreement, under certain circumstances, CatchMark will be required to pay a termination fee to PotlatchDeltic of $19.4 million. CatchMark expects the Mergers to close in the third quarter of 2022. This description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Quarterly Report on Form 10-Q. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 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, 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. For the three months and six months ended June 30, 2022, CatchMark's basic weighted-average common shares were the same as the diluted weighted-average common shares as all potentially dilutive securities outstanding were anti-dilutive due to incurring a net loss for the respective period. Potentially dilutive securities included (i) unvested shares of service-based restricted stock and LTIP Units, and (ii) contingently issuable shares of performance-based restricted stock and LTIP Units. See Note 9 —Stock-based Compensation for details of the potentially dilutive securities. 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 three reportable segments: Harvest, Real Estate and Investment Management. See Note 10 — Segment Information for additional information. Recent Accounting Pronouncement In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires acquiring entities to recognize and measure contract assets and contract liabilities in a business combination. This ASU is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. CatchMark is currently assessing the impact ASU 2021-08 will have on its consolidated financial statements. |
Timber Assets
Timber Assets | 6 Months Ended |
Jun. 30, 2022 | |
Real Estate [Abstract] | |
Timber Assets | Timber Assets As of June 30, 2022 and December 31, 2021, timber and timberlands consisted of the following, respectively: As of June 30, 2022 (in thousands) Gross Accumulated Net Timber $ 167,198 $ 7,350 $ 159,848 Timberlands 293,256 — 293,256 Mainline roads 1,055 919 136 Timber and timberlands $ 461,509 $ 8,269 $ 453,240 As of December 31, 2021 (in thousands) Gross Accumulated Net Timber $ 185,449 $ 18,260 $ 167,189 Timberlands 298,777 — 298,777 Mainline roads 1,052 888 164 Timber and timberlands $ 485,278 $ 19,148 $ 466,130 Timberland Acquisition On June 24, 2022, CatchMark acquired fee simple interests in approximately 1,300 acres of timberland in Alabama for $2.2 million, exclusive of transaction costs. The acquisition was funded with cash on-hand. CatchMark did not complete any timberland acquisitions during the three months and six months ended June 30, 2021. Timberland Sales During the three months ended June 30, 2022 and 2021, CatchMark sold 5,700 and 4,300 acres of timberland for $8.8 million and $7.6 million, respectively. CatchMark's cost basis in the timberland sold was $6.3 million and $5.3 million, respectively. During the six months ended June 30, 2022 and 2021, CatchMark sold 9,100 and 6,100 acres of timberland for $14.9 million and $11.0 million, respectively. CatchMark's cost basis in the timberland sold was $10.3 million and $7.3 million, respectively. Large Dispositions CatchMark did not complete any large dispositions during the six months ended June 30, 2022. 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. Timberland sales acreage by state is listed below: Six Months Ended June 30, Acres Sold In 2022 2021 South Timberland Sales Alabama 800 1,600 Florida — 500 Georgia 2,900 3,900 South Carolina 5,400 100 9,100 6,100 Large Dispositions Georgia — 5,000 — 5,000 Total 9,100 11,100 Current Timberland Portfolio As of June 30, 2022, CatchMark directly owned fee-simple interests in 348,100 acres of timberlands in the U.S. South. Land acreage by state is listed below: Acres by state as of June 30, 2022 Total Alabama 65,900 Georgia 218,000 South Carolina 64,200 Total 348,100 CatchMark’s long-term lease, commonly referred to as the LTC lease and under which it held leasehold interests in timberland located in Georgia and Alabama, expired on May 31, 2022. |
Unconsolidated Joint Venture
Unconsolidated Joint Venture | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Unconsolidated Joint Venture | Unconsolidated Joint Venture Dawsonville Bluffs Joint Venture CatchMark formed the Dawsonville Bluffs joint venture ("Dawsonville Bluffs") with MPERS in 2017 with each owning a 50% membership interest. CatchMark uses the equity method of accounting to account for its investment in Dawsonville Bluffs. During the three months ended June 30, 2022 and 2021, CatchMark recognized $0.3 million and $0.05 million of equity income, respectively, from Dawsonville Bluffs. During the six months ended June 30, 2022 and 2021, CatchMark recognized $0.8 million and $0.7 million of equity income, respectively, from Dawsonville Bluffs. CatchMark received cash distributions of $0.3 million and $0.3 million for the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022 and 2021, CatchMark received cash distributions of $0.4 million and $0.3 million, respectively, from Dawsonville Bluffs. As of June 30, 2022 , the carrying value of CatchMark's investment in Dawsonville Bluffs was $1.7 million. As of June 30, 2022, Dawsonville Bluffs had a mitigation bank with a book basis of $1.8 million remaining in its portfolio. Asset Management Fees CatchMark provides asset management services to Dawsonville Bluffs. Under the arrangement, CatchMark oversees the day-to-day operations of the joint venture, including accounting, reporting and other administrative services, subject to certain major decisions that require partner approval. Fo r management of Dawsonville Bluffs, CatchMark receives a 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 first quarter of 2022, CatchMark provided transition services to Triple T under an agreement entered in October 2021. Under the transition services agreement, which was effective September 1, 2021 through March 31, 2022, CatchMark provided such services in exchange for a one-time payment of $5.0 million received in October 2021. This service fee was recognized as asset management fee revenue on a straight-line basis over the term of the transition services agreement. As of March 31, 2022 , CatchMark had earned the service fee in full and the transition services agreement expired. During the three months and six months ended June 30, 2022 and 2021, CatchMark earned the following fees from its unconsolidated joint ventures: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Triple T $ — $ 3,112 $ 2,143 $ 6,224 Dawsonville Bluffs (1) 110 99 146 105 $ 110 $ 3,211 $ 2,289 $ 6,329 (1) Includes $0.1 million and $0.1 million of incentive-based promote earned for exceeding investment hurdles for the three months ended June 30, 2022 and 2021, respectively. Includes $0.1 million and $0.1 million of incentive-based promote for the six months ended June 30, 2022 and 2021, respectively . |
Notes Payable and Lines of Cred
Notes Payable and Lines of Credit | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Lines of Credit | Notes Payable and Lines of Credit Amended Credit Agreement As of June 30, 2022, CatchMark was party to a credit agreement dated as of December 1, 2017, as amended on August 22, 2018, June 28, 2019, February 12, 2020, May 1, 2020, August 4, 2021 and October 14, 2021 (the “Amended Credit Agreement”), with a syndicate of lenders including CoBank, which serves as the administrative agent. T he Amended Credit Agreement provides for borrowing under credit facilities consisting of the following: • a $84.7 million ten-year term loan (the “Term Loan A-1”); • a $89.7 million nine-year term loan (the “Term Loan A-2”); • a $68.6 million ten-year term loan (the “Term Loan A-3”); • a $125.6 million seven-year term loan (the "Term Loan A-4"); • a $150.0 million seven-year multi-draw term credit facility (the “Multi-Draw Term Facility”); and • a $35.0 million five-year revolving credit facility (the “Revolving Credit Facility”). As of June 30, 2022 and December 31, 2021, C atchMark had the following debt balances outstanding: (in thousands) Current Interest Rate (1) Outstanding Balance as of Credit Facility Maturity Date Interest Rate June 30, 2022 December 31, 2021 Term Loan A-1 12/23/2024 LIBOR + 1.75% 3.42% $ 84,706 $ 84,706 Term Loan A-2 12/1/2026 LIBOR + 1.90% 3.57% 89,706 89,706 Term Loan A-4 8/22/2025 LIBOR + 1.70% 3.37% 125,588 125,588 Total principal balance $ 300,000 $ 300,000 Less: net unamortized deferred financing costs (1,522) (1,753) Total $ 298,478 $ 298,247 (1) As of June 30, 2022. Excludes the impact of the interest rate swaps (see Note 6 — Interest Rate Swaps ), amortization of deferred financing costs, unused commitment fees, and estimated patronage dividends. As of June 30, 2022 , CatchMark had $253.6 million of borrowing capacity remaining under its credit facilities, consisting of $150.0 million under the Multi-Draw Term Facility, $68.6 million under Term Loan A-3, and $35.0 million under the Revolving Credit Facility. 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 Common Stock, and to reimburse payments of drafts under letters of credit. The Multi-Draw Term Facility, which is interest only until its maturity date, bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on CatchMark's LTV ratio, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2024. Through February 2023, CatchMark may reborrow under the revolver feature of Term Loan A-3 using borrowing mechanics substantially similar to those that apply to the Revolving Credit Facility with the same pricing and maturity date as the existing Term Loan A-3. Borrowings under the revolver feature of the Term Loan A-3 may be used solely to finance acquisitions of additional real property and pay associated expenses. The Term Loan A-3 bears interest at an adjustable rate equal to a base rate plus 1.00% or a LIBOR rate plus 2.00%, and will terminate and all amounts outstanding under the facility will be due and payable on December 1, 2027. Borrowings under the Revolving Credit Facility may be used for general working capital, to support letters of credit, to fund cash earnest money deposits, to fund acquisitions in an amount not to exceed $5.0 million, and for other general corporate purposes. The Revolving Credit Facility bears interest at an adjustable rate equal to a base rate plus between 0.50% and 1.20% or a LIBOR rate plus between 1.50% and 2.20%, in each case depending on CatchMark's LTV ratio, and will terminate and all amounts outstanding under the facility will be due and payable on August 4, 2026. CatchMark pays the lenders an unused commitment fee on the unused portions of the Multi-Draw Term Facility, Term Loan A-3, and Revolving Credit Facility at an adjustable rate ranging from 0.15% to 0.35%, depending on the LTV ratio. For the three months ended June 30, 2022 and 2021 , CatchMark recognized $0.1 million and $0.1 million of unused commitment fees as interest expense on its consolidated statements of operations, respectively. For the six months ended June 30, 2022 and 2021 , CatchMark recognized $0.3 million and $0.3 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. Therefore, CatchMark accrues patronage dividends it expects to receive based on historical patronage dividend rates . For the three months ended June 30, 2022 and 2021, CatchMark accrued $0.6 million and $1.0 million, respectively, as accounts receivable on its consolidated balance sheets and as an offset against interest expense on the consolidated statements of operations. For the six months ended June 30, 2022 and 2021, CatchMark accrued $1.3 million and $1.9 million, respectively, as accounts receivable on its consolidated balance sheets and as an offset against interest expense on the consolidated statements of operations. In March 2022, CatchMark received patronage dividends of $3.6 million on its patronage eligible borrowings. Of the total patronage dividends received, $3.1 million was received in cash and $0.5 million was received in equity of the Patronage Banks. As of June 30, 2022 and December 31, 2021, 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: June 30, 2022 December 31, 2021 Accounts receivable $ 1,265 $ 3,392 Prepaid expenses and other assets (1) 4,774 4,311 Total $ 6,039 $ 7,703 (1) Represents cumulative patronage dividends received as equity in the Patronage Banks. Debt Covenants The Amended Credit Agreement contains, among others, the following financial covenants, which: • limit the LTV ratio to no greater than 50% at any time; • require maintenance of a FCCR of not less than 1.05:1.00 at any time; and • limit the aggregate capital expenditures to no greater than 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 repayment of the debt upon a change in control and mandatory prepayment from proceeds generated from dispositions of timberlands or lease terminations, which may have the effect of limiting its ability to make distributions to stockholders under certain circumstances. CatchMark was in compliance with the financial covenants of the Amended Credit Agreement as of June 30, 2022. Interest Paid and Fair Value of Outstanding Debt During the three months and six months ended June 30, 2022 and 2021, CatchMark made the following cash interest payments on its borrowings: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Cash paid for interest $ 2,000 $ 2,300 $ 3,600 $ 4,600 Included in the interest payments for the three months ended June 30, 2022 and 2021, were unused commitment fees of $0.1 million and $0.1 million, respectively. Included in the interest payments for the six months ended June 30, 2022 and 2021, were unused commitment fees of $0.3 million and $0.3 million, respectively. As of June 30, 2022 an d December 31, 2021, the weighted-average interest rate on CatchMark's borrowings, after consideration of its interest rate swaps (see Note 6 — Interest Rate Swaps ), was 3.90% and 3.77% , respectively. After further consideration of expected patronage dividends, CatchMark's weighted-average interest rate as of June 30, 2022 and December 31, 2021 wa s 3.05% an d 2.92% , respectively. As of June 30, 2022 and December 31, 2021, the fair value of CatchMark's outstanding debt approximated its book value. The fair value was estimated based on discounted cash flow analysis using the current market borrowing rates for similar types of borrowing arrangements as of the measurement dates. |
Interest Rate Swaps
Interest Rate Swaps | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Interest Rate Swaps | 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 30, 2022, CatchMark had two 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 30, 2022, CatchMark’s interest rate swaps effectively fixed the interest rate on $275.0 million of its $300.0 million variable-rate debt at 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 months ended June 30, 2022 and 2021 qualified for hedge accounting treatment. Fair Value and Cash Paid for Interest Under Interest Rate Swaps The following table presents information about CatchMark's interest rate swaps measured at fair value as of June 30, 2022 and December 31, 2021: (in thousands) Estimated Fair Value as of Instrument Type Balance Sheet Classification June 30, 2022 December 31, 2021 Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other assets $ 12,142 $ — Interest rate swaps Other liabilities $ — $ (14,277) During the three months ended June 30, 2022 and 2021, CatchMark recognized a change in fair value of its interest rate swaps of $9.3 million and $4.5 million as other comprehensive income and other comprehensive loss, respectively. During the six months ended June 30, 2022 and 2021, CatchMark recognized a change in fair value of its interest rate swaps of $26.6 million and $11.2 million as other comprehensive income, respectively. Pursuant to the terms of its interest rate swaps, CatchMark paid $1.0 million and $1.4 million during the three months ended June 30, 2022 and 2021 , respectively. For the six months ended June 30, 2022 and 2021 , CatchMark paid $2.4 million and $2.8 million, respectively. All amounts were included in interest expense in the consolidated statements of operations. During the three months ended June 30, 2022 and 2021 , CatchMark reclassified $0.1 million and $0.3 million from accumulated other comprehensive income and accumulated other comprehensive loss, respectively, to interest expense related to the off-market swap value at hedge inception. During the six months ended June 30, 2022 and 2021 , CatchMark reclassified $0.2 million and $0.6 million from accumulated other comprehensive income to interest expense related to the off-market swap value at hedge inception. These reclassifications were netted with the market value adjustment to interest rate swaps in the consolidated statements of comprehens ive income (loss). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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 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 2022, WestRock is required to purchase, and we are required to make available for purchase to WestRock, a minimum of 371,100 tons of timber under the Mahrt Timber Agreements. For the six months ended June 30, 2022, WestRock purchased 169,000 tons under the Mahrt Timber Agreements, which represented 11% 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 monthly management fee based on the actual acreage that FRC manages, which is payable monthly in advance, and (ii) an incentive fee based on timber harvest revenues generated by the timberlands, which is payable quarterly in arrears. The FRC Timberland Operating Agreement, as amended, is effective through March 31, 2023, and is automatically extended for one-year periods unless written notice is provided by CatchMark or FRC to the other party at least 120 days prior to the current expiration. The FRC Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice. Pursuant to the terms of the timberland operating agreement between CatchMark and AFM (the "AFM Timberland Operating Agreement"), AFM manages and operates certain of CatchMark's timberlands and related timber operations, including ensuring delivery of timber to customers. In consideration for rendering the services described in the AFM Timberland Operating Agreement, CatchMark pays AFM (i) a monthly management fee based on the actual acreage AFM manages, which is payable monthly in advance, and (ii) an incentive fee based on revenues generated by the timber operations, which is payable quarterly in arrears. The AFM Timberland Operating Agreement is effective throu gh November 30, 2022 and is automatically extended for one-year periods unless written notice is provided by CatchMark or AFM to the other party at least 120 days prior to the current expiration. The AFM Timberland Operating Agreement may be terminated by either party with mutual consent or by CatchMark with or without cause upon providing 120 days’ prior written notice. Obligations under Operating Leases CatchMark's offic e 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 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 $0.1 million and $0.1 million of operating lease expense for the three months ended June 30, 2022 and 2021, respectively. Fo r the six months ended June 30, 2022 and 2021, CatchMark recorded $0.2 million and $0.2 million of operating lease expense, respectively. For the three months ended June 30, 2022 and 2021, CatchMark paid $0.1 million and $0.1 million, respectively, in cash for its office lease. For the six months ended June 30, 2022 and 2021, CatchMark paid $0.2 million and $0.2 million, respectively, in cash for its office lease, which was included in operating cash flows on its consolidated statements of cash flows. CatchMark had the following future annual payments for its operating lease as of June 30, 2022: (dollar amounts in thousands) Required Payments Required payments 2022 $ 212 2023 435 2024 447 2025 459 2026 472 Thereafter 942 $ 2,967 Less: imputed interest (411) Operating lease liability $ 2,556 Remaining lease term (years) 6.4 Discount rate 4.58 % Litigation From time to time, CatchMark may be a party to legal proceedings, claims, and administrative proceedings that arise in the ordinary course of its business. Management makes assumptions and estimates concerning the likelihood and amount of any reasonably possible loss relating to these matters using the latest information available. CatchMark records a liability for litigation if an unfavorable outcome is probable and the amount of loss or range of loss can be reasonably estimated. If an unfavorable outcome is probable and a reasonable estimate of the loss is a range, CatchMark accrues the best estimate within the range. If no amount within the range is a better estimate than any other amount, CatchMark accrues the minimum amount within the range. If an unfavorable outcome is probable but the amount of the loss cannot be reasonably estimated, CatchMark discloses the nature of the litigation and indicates that an estimate of the loss or range of loss cannot be made. If an unfavorable outcome is reasonably possible and the estimated loss is material, CatchMark discloses the nature and estimate of the possible loss of the litigation. CatchMark does not disclose information with respect to litigation where an unfavorable outcome is considered to be remote. As of August 2, 2022, one lawsuit has been filed by an alleged CatchMark stockholder against CatchMark and members of CatchMark’s board of directors challenging the Mergers. |
Noncontrolling Interests
Noncontrolling Interests | 6 Months Ended |
Jun. 30, 2022 | |
Noncontrolling Interest [Abstract] | |
Noncontrolling Interests | Noncontrolling Interests CatchMark Timber Trust is the general partner of CatchMark Timber OP and owns 99.76% of its Common Units directly and indirectly. The remaining 0.24% of the Common Units are owned by current and former officers and directors of CatchMark (the "Limited Partners"). CatchMark Timber OP issues LTIP Units to certain officers, directors, and employees of CatchMark. LTIP Units are a class of units structured to qualify as “profits interests” for federal income tax purposes that, subject to certain conditions, including vesting, are convertible by the holder into the Common Units. The LTIP Units initially have no value and are not at parity with the Common Units with respect to liquidating distributions. Regular and other non-liquidating distributions are made by CatchMark Timber OP with respect to unvested LTIP Units as provided in the applicable award agreement for such units. Upon the occurrence of specified events, the LTIP Units can over time achieve partial to full parity with the Common Units. Vested LTIP Units that have achieved full parity with the Common Units are automatically converted into the Common Units on a one-for-one basis. Vested LTIP Units that have not achieved full parity with the Common Units may convert into the Common Units on less than a one-for-one basis based on relative capital accounts. Limited partners holding Common Units, including those converted from LTIP Units, have the option to cause CatchMark Timber OP to redeem such units after the units have been held for one year. Unless CatchMark Timber Trust exercises its right to purchase the Common Units in exchange for shares of Common Stock, CatchMark Timber OP would redeem each such unit with cash equal to the value of one share of Common Stock. CatchMark recognizes noncontrolling interests associated with the Common Units held by the Limited Partners and the LTIP Units in an amount equal to the cumulative compensation cost of such units. Upon any forfeiture of the LTIP Units, the associated noncontrolling interests is reclassified to additional paid-in capital. Upon the conversion of the LTIP Units to Common Units, noncontrolling interests is adjusted so that the book value of each newly converted Common Unit equals the book value of an existing Common Unit. Noncontrolling interests is subsequently adjusted by allocations of earnings and distributions paid. For the three months ended June 30, 2022 and 2021, CatchMark recognized $0.3 million and $0.3 million in stock-based compensation expense, respectively, related to the Common Units held by the Limited Partners and the LTIP Units as noncontrolling interests. For the six months ended June 30, 2022 and 2021, CatchMark recognized $0.6 million |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Stock-based Compensation During the three months ended June 30, 2022, CatchMark did not issue any equity awards, nor were any outstanding equity awards vested or forfeited. A rollforward of CatchMark's unvested, service-based restricted stock awards to employees for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 373,047 $ 10.62 Granted 182,794 $ 8.02 Vested (130,886) $ 10.84 Forfeited (5,500) $ 9.49 Unvested at June 30, 2022 419,455 $ 9.43 A rollforward of CatchMark's unvested, performance-based LTIP Units grants for the six months ended June 30, 2022 is as follows: Number of Units Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 505,908 $ 6.52 Granted 358,454 $ 3.62 Vested — $ — Forfeited (105,862) $ 8.13 Unvested at June 30, 2022 758,500 $ 4.92 A rollforward of CatchMark's unvested, performance-based restricted stock grants for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 67,769 $ 6.14 Granted 232,222 $ 3.62 Vested — $ — Forfeited — $ — Unvested at June 30, 2022 299,991 $ 4.19 Stock-based Compensation Expense A summary of CatchMark's stock-based compensation expense for the three months and six months ended June 30, 2022 and 2021 is presented below: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 General and administrative expenses $ 688 $ 624 $ 1,368 $ 1,136 Forestry management expenses 165 143 336 250 Total (1) $ 853 $ 767 $ 1,704 $ 1,386 (1) The three months ended June 30, 2022 and 2021 includes $0.3 million and $0.3 million of stock-based compensation recognized as noncontrolling interest, respectively. The six months ended June 30, 2022 and 2021 includes $0.6 million and $0.5 million of stock-based compensation recognized as noncontrolling interest, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As of June 30, 2022, CatchMark had the following reportable segments: Harvest, Real Estate and Investment Management. Harvest includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Real Estate includes timberland sales, cost of timberland sales and large dispositions. Investment Management includes investment in and income (loss) from unconsolidated joint ventures and asset management fee revenues earned for the management of these joint ventures. General and administrative expenses, along with other expense and income items, are not allocated among segments. Asset information and capital expenditures by segment are not reported because CatchMark does not use these measures to assess performance. CatchMark’s investments in unconsolidated joint ventures are reported separately on the accompanying consolidated balance sheets. During the periods presented, there have been no material intersegment transactions. The following table presents revenues by reportable segment: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Harvest $ 15,631 $ 21,097 $ 34,324 $ 42,308 Real Estate 8,818 7,632 14,888 10,989 Investment Management 110 3,211 2,289 6,329 Total $ 24,559 $ 31,940 $ 51,501 $ 59,626 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 Six Months Ended (in thousands) 2022 2021 2022 2021 Harvest $ 6,871 $ 9,367 $ 16,482 $ 18,294 Real Estate 8,664 7,333 14,416 10,477 Investment Management 410 3,275 3,143 7,095 Corporate (2,272) (2,398) (5,522) (5,352) Total $ 13,673 $ 17,577 $ 28,519 $ 30,514 A reconciliation of Adjusted EBITDA to GAAP net income (loss) is presented below: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Adjusted EBITDA $ 13,673 $ 17,577 $ 28,519 $ 30,514 Subtract: Depletion 3,201 6,657 7,350 14,382 Interest expense (1) 2,397 2,752 4,508 5,094 Amortization (1) 412 636 835 1,269 Depletion, amortization, and basis of timberland and mitigation credits sold included in income from unconsolidated joint venture (2) 40 15 104 103 Basis of timberland sold, lease terminations and other (3) 6,698 5,701 10,738 7,667 Stock-based compensation expense 853 767 1,704 1,386 Gain on large dispositions (4) — (759) — (759) Merger-related costs (5) 4,595 — 4,595 — Post-employment benefits (6) — 7 8 23 Other (7) 36 48 52 147 Net income (loss) $ (4,559) $ 1,753 $ (1,375) $ 1,202 (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 merger-related legal fees, consulting fees and other professional fees required to be expensed by GAAP that management believes do not directly reflect the core business operations of its timberland portfolio on an on-going basis. (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. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | 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. |
Earnings Per Share Attributable to Common Stockholders | 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. For the three months and six months ended June 30, 2022, CatchMark's basic weighted-average common shares were the same as the diluted weighted-average common shares as all potentially dilutive securities outstanding were anti-dilutive due to incurring a net loss for the respective period. Potentially dilutive securities included (i) unvested shares of service-based restricted stock and LTIP Units, and (ii) contingently issuable shares of performance-based restricted stock and LTIP Units. See Note 9 —Stock-based Compensation |
Segment Information | 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, |
Recent Accounting Pronouncement | Recent Accounting Pronouncement In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires acquiring entities to recognize and measure contract assets and contract liabilities in a business combination. This ASU is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to (1) recognition of an acquired contract liability and (2) payment terms and their effect on subsequent revenue recognized by the acquirer. The amendments in this ASU are effective for fiscal years beginning after December 15, 2022. CatchMark is currently assessing the impact ASU 2021-08 will have on its consolidated financial statements. |
Timber Assets (Tables)
Timber Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Real Estate [Abstract] | |
Schedule of Timber and Timberlands and Land Acreage By State | As of June 30, 2022 and December 31, 2021, timber and timberlands consisted of the following, respectively: As of June 30, 2022 (in thousands) Gross Accumulated Net Timber $ 167,198 $ 7,350 $ 159,848 Timberlands 293,256 — 293,256 Mainline roads 1,055 919 136 Timber and timberlands $ 461,509 $ 8,269 $ 453,240 As of December 31, 2021 (in thousands) Gross Accumulated Net Timber $ 185,449 $ 18,260 $ 167,189 Timberlands 298,777 — 298,777 Mainline roads 1,052 888 164 Timber and timberlands $ 485,278 $ 19,148 $ 466,130 Acres by state as of June 30, 2022 Total Alabama 65,900 Georgia 218,000 South Carolina 64,200 Total 348,100 |
Schedule of Timberland Sales by State | Timberland sales acreage by state is listed below: Six Months Ended June 30, Acres Sold In 2022 2021 South Timberland Sales Alabama 800 1,600 Florida — 500 Georgia 2,900 3,900 South Carolina 5,400 100 9,100 6,100 Large Dispositions Georgia — 5,000 — 5,000 Total 9,100 11,100 |
Unconsolidated Joint Venture (T
Unconsolidated Joint Venture (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedules of Fees Earned | During the three months and six months ended June 30, 2022 and 2021, CatchMark earned the following fees from its unconsolidated joint ventures: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Triple T $ — $ 3,112 $ 2,143 $ 6,224 Dawsonville Bluffs (1) 110 99 146 105 $ 110 $ 3,211 $ 2,289 $ 6,329 (1) Includes $0.1 million and $0.1 million of incentive-based promote earned for exceeding investment hurdles for the three months ended June 30, 2022 and 2021, respectively. Includes $0.1 million and $0.1 million of incentive-based promote for the six months ended June 30, 2022 and 2021, respectively . |
Notes Payable and Lines of Cr_2
Notes Payable and Lines of Credit (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Outstanding | As of June 30, 2022 and December 31, 2021, C atchMark had the following debt balances outstanding: (in thousands) Current Interest Rate (1) Outstanding Balance as of Credit Facility Maturity Date Interest Rate June 30, 2022 December 31, 2021 Term Loan A-1 12/23/2024 LIBOR + 1.75% 3.42% $ 84,706 $ 84,706 Term Loan A-2 12/1/2026 LIBOR + 1.90% 3.57% 89,706 89,706 Term Loan A-4 8/22/2025 LIBOR + 1.70% 3.37% 125,588 125,588 Total principal balance $ 300,000 $ 300,000 Less: net unamortized deferred financing costs (1,522) (1,753) Total $ 298,478 $ 298,247 (1) As of June 30, 2022. 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. |
Schedule of Patronage Dividend Classification | As of June 30, 2022 and December 31, 2021, 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: June 30, 2022 December 31, 2021 Accounts receivable $ 1,265 $ 3,392 Prepaid expenses and other assets (1) 4,774 4,311 Total $ 6,039 $ 7,703 (1) Represents cumulative patronage dividends received as equity in the Patronage Banks. |
Schedule of Cash Interest Payments on Borrowings | During the three months and six months ended June 30, 2022 and 2021, CatchMark made the following cash interest payments on its borrowings: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Cash paid for interest $ 2,000 $ 2,300 $ 3,600 $ 4,600 |
Interest Rate Swaps (Tables)
Interest Rate Swaps (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Interest Rate Swaps | As of June 30, 2022, CatchMark had two 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 The following table presents information about CatchMark's interest rate swaps measured at fair value as of June 30, 2022 and December 31, 2021: (in thousands) Estimated Fair Value as of Instrument Type Balance Sheet Classification June 30, 2022 December 31, 2021 Derivatives designated as hedging instruments: Interest rate swaps Prepaid expenses and other assets $ 12,142 $ — Interest rate swaps Other liabilities $ — $ (14,277) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Operating Lease Future Annual Payments | CatchMark had the following future annual payments for its operating lease as of June 30, 2022: (dollar amounts in thousands) Required Payments Required payments 2022 $ 212 2023 435 2024 447 2025 459 2026 472 Thereafter 942 $ 2,967 Less: imputed interest (411) Operating lease liability $ 2,556 Remaining lease term (years) 6.4 Discount rate 4.58 % |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Unvested Restricted Stock Award Activity | A rollforward of CatchMark's unvested, service-based restricted stock awards to employees for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 373,047 $ 10.62 Granted 182,794 $ 8.02 Vested (130,886) $ 10.84 Forfeited (5,500) $ 9.49 Unvested at June 30, 2022 419,455 $ 9.43 A rollforward of CatchMark's unvested, performance-based restricted stock grants for the six months ended June 30, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 67,769 $ 6.14 Granted 232,222 $ 3.62 Vested — $ — Forfeited — $ — Unvested at June 30, 2022 299,991 $ 4.19 |
Schedule of Unvested Performance-based LTIP Units Activity | A rollforward of CatchMark's unvested, performance-based LTIP Units grants for the six months ended June 30, 2022 is as follows: Number of Units Weighted-Average Grant Date Fair Value Unvested at December 31, 2021 505,908 $ 6.52 Granted 358,454 $ 3.62 Vested — $ — Forfeited (105,862) $ 8.13 Unvested at June 30, 2022 758,500 $ 4.92 |
Schedule of Stock-Based Compensation Expense | A summary of CatchMark's stock-based compensation expense for the three months and six months ended June 30, 2022 and 2021 is presented below: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 General and administrative expenses $ 688 $ 624 $ 1,368 $ 1,136 Forestry management expenses 165 143 336 250 Total (1) $ 853 $ 767 $ 1,704 $ 1,386 (1) The three months ended June 30, 2022 and 2021 includes $0.3 million and $0.3 million of stock-based compensation recognized as noncontrolling interest, respectively. The six months ended June 30, 2022 and 2021 includes $0.6 million and $0.5 million of stock-based compensation recognized as noncontrolling interest, respectively. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | The following table presents revenues by reportable segment: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Harvest $ 15,631 $ 21,097 $ 34,324 $ 42,308 Real Estate 8,818 7,632 14,888 10,989 Investment Management 110 3,211 2,289 6,329 Total $ 24,559 $ 31,940 $ 51,501 $ 59,626 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 Six Months Ended (in thousands) 2022 2021 2022 2021 Harvest $ 6,871 $ 9,367 $ 16,482 $ 18,294 Real Estate 8,664 7,333 14,416 10,477 Investment Management 410 3,275 3,143 7,095 Corporate (2,272) (2,398) (5,522) (5,352) Total $ 13,673 $ 17,577 $ 28,519 $ 30,514 A reconciliation of Adjusted EBITDA to GAAP net income (loss) is presented below: Three Months Ended Six Months Ended (in thousands) 2022 2021 2022 2021 Adjusted EBITDA $ 13,673 $ 17,577 $ 28,519 $ 30,514 Subtract: Depletion 3,201 6,657 7,350 14,382 Interest expense (1) 2,397 2,752 4,508 5,094 Amortization (1) 412 636 835 1,269 Depletion, amortization, and basis of timberland and mitigation credits sold included in income from unconsolidated joint venture (2) 40 15 104 103 Basis of timberland sold, lease terminations and other (3) 6,698 5,701 10,738 7,667 Stock-based compensation expense 853 767 1,704 1,386 Gain on large dispositions (4) — (759) — (759) Merger-related costs (5) 4,595 — 4,595 — Post-employment benefits (6) — 7 8 23 Other (7) 36 48 52 147 Net income (loss) $ (4,559) $ 1,753 $ (1,375) $ 1,202 (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 merger-related legal fees, consulting fees and other professional fees required to be expensed by GAAP that management believes do not directly reflect the core business operations of its timberland portfolio on an on-going basis. (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. |
Organization - Narrative (Detai
Organization - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Class of Stock [Line Items] | ||||||
Legal, consulting, and other professional fees | [1] | $ 4,595,000 | $ 0 | $ 4,595,000 | $ 0 | |
CatchMark Timber Trust, Inc. | PotlatchDeltic Corporation | ||||||
Class of Stock [Line Items] | ||||||
Legal, consulting, and other professional fees | 4,600,000 | 4,600,000 | ||||
Legal, consulting, and other professional fees included in accounts payable and accrued liabilities | $ 3,200,000 | $ 3,200,000 | ||||
CatchMark Timber Trust, Inc. | Forecast | PotlatchDeltic Corporation | ||||||
Class of Stock [Line Items] | ||||||
Severance payment terms one, if terminated, time period prior to merger consummation (within) | 3 months | |||||
Severance payment terms two, if terminated, time period following merger consummation (within) | 12 months | |||||
Contract termination fee, if circumstances met | $ 19,400,000 | |||||
PotlatchDeltic Corporation | CatchMark Timber Trust, Inc. | Forecast | ||||||
Class of Stock [Line Items] | ||||||
Merger, price per share of common stock converted (in dollars per share) | $ 0.230 | |||||
CatchMark Timber OP | ||||||
Class of Stock [Line Items] | ||||||
Percentage of interest owned of its common partnership units | 99.76% | |||||
CatchMark Timber OP | Current and Former Officers and Directors | ||||||
Class of Stock [Line Items] | ||||||
Percentage of interest owned of its common partnership units, limited partner | 0.24% | |||||
[1]Reflects merger-related legal fees, consulting fees and other professional fees required to be expensed by GAAP that management believes do not directly reflect the core business operations of its timberland portfolio on an on-going basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 3 |
Timber Assets - Schedule of Tim
Timber Assets - Schedule of Timber and Timberlands (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Gross | $ 461,509 | $ 485,278 |
Accumulated Depletion or Amortization | 8,269 | 19,148 |
Net | 453,240 | 466,130 |
Timber | ||
Property, Plant and Equipment [Line Items] | ||
Gross | 167,198 | 185,449 |
Accumulated Depletion or Amortization | 7,350 | 18,260 |
Net | 159,848 | 167,189 |
Timberlands | ||
Property, Plant and Equipment [Line Items] | ||
Gross | 293,256 | 298,777 |
Accumulated Depletion or Amortization | 0 | 0 |
Net | 293,256 | 298,777 |
Mainline roads | ||
Property, Plant and Equipment [Line Items] | ||
Gross | 1,055 | 1,052 |
Accumulated Depletion or Amortization | 919 | 888 |
Net | $ 136 | $ 164 |
Timber Assets - Narrative (Deta
Timber Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 24, 2022 a | Jun. 23, 2021 USD ($) a | Jun. 30, 2022 USD ($) a | Jun. 30, 2021 USD ($) a | Jun. 30, 2022 USD ($) a disposition | Jun. 30, 2021 USD ($) a | |
Property, Plant and Equipment [Line Items] | ||||||
Area of land acquired, fee simple | a | 1,300 | |||||
Payments to acquire timberlands | $ 2,200 | $ 2,291 | $ 0 | |||
Area of land acquired | a | 0 | 0 | ||||
Revenue, timberland sold | 24,559 | $ 31,940 | $ 51,501 | $ 59,626 | ||
Timberland dispositions, large dispositions | a | 0 | 5,000 | ||||
Timberland sales | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Revenue, timberland sold | $ 8,818 | $ 7,632 | $ 14,888 | $ 10,989 | ||
Timber | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Acres of timberland sold, excluding large disposition | a | 5,700 | 4,300 | 9,100 | 6,100 | ||
Cost basis of timberland sold | $ 6,300 | $ 5,300 | $ 10,300 | $ 7,300 | ||
Timber | Timberland sales | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Revenue, timberland sold | $ 8,800 | $ 7,600 | $ 14,900 | $ 11,000 | ||
Timber, Large Disposition | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Cost basis of timberland sold | $ 6,600 | |||||
Number of large dispositions closed | disposition | 0 | |||||
Timberland dispositions, large dispositions | a | 5,000 | |||||
Timber, Large Disposition | Timberland sales | ||||||
Property, Plant and Equipment [Line Items] | ||||||
Revenue, timberland sold | $ 7,500 |
Timber Assets - Schedule of T_2
Timber Assets - Schedule of Timberland Sales and Large Dispositions Acreage by State (Details) - a | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Large Dispositions | 0 | 5,000 |
Timber | ||
Property, Plant and Equipment [Line Items] | ||
Timberland Sales | 9,100 | 6,100 |
Total | 9,100 | 11,100 |
Timber | Alabama | ||
Property, Plant and Equipment [Line Items] | ||
Timberland Sales | 800 | 1,600 |
Timber | Florida | ||
Property, Plant and Equipment [Line Items] | ||
Timberland Sales | 0 | 500 |
Timber | Georgia | ||
Property, Plant and Equipment [Line Items] | ||
Timberland Sales | 2,900 | 3,900 |
Large Dispositions | 0 | 5,000 |
Timber | South Carolina | ||
Property, Plant and Equipment [Line Items] | ||
Timberland Sales | 5,400 | 100 |
Timber Assets - Schedule of T_3
Timber Assets - Schedule of Timberland Portfolio (Details) - Timber | Jun. 30, 2022 a |
Property, Plant and Equipment [Line Items] | |
Total | 348,100 |
Alabama | |
Property, Plant and Equipment [Line Items] | |
Total | 65,900 |
Georgia | |
Property, Plant and Equipment [Line Items] | |
Total | 218,000 |
South Carolina | |
Property, Plant and Equipment [Line Items] | |
Total | 64,200 |
Unconsolidated Joint Venture -
Unconsolidated Joint Venture - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Oct. 31, 2021 | Dec. 31, 2017 | |
Schedule of Equity Method Investments [Line Items] | |||||||
Equity income | $ 260 | $ 49 | $ 750 | $ 663 | |||
Carrying value | 1,719 | 1,719 | $ 1,353 | ||||
Dawsonville Bluffs | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Ownership percentage | 50% | ||||||
Equity income | 300 | 50 | 800 | 700 | |||
Cash distributions received | 300 | $ 300 | 400 | $ 300 | |||
Carrying value | 1,700 | 1,700 | |||||
Mitigation bank credits, book basis | $ 1,800 | $ 1,800 | |||||
Triple T | |||||||
Schedule of Equity Method Investments [Line Items] | |||||||
Transition service one-time payment, received | $ 5,000 |
Unconsolidated Joint Venture _2
Unconsolidated Joint Venture - Schedule of Fees Earned (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Schedule of Equity Method Investments [Line Items] | |||||
Fees earned | $ 24,559 | $ 31,940 | $ 51,501 | $ 59,626 | |
Management services | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fees earned | 110 | 3,211 | 2,289 | 6,329 | |
Management services | Triple T | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fees earned | 0 | 3,112 | 2,143 | 6,224 | |
Management services | Dawsonville Bluffs | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Fees earned | [1] | 110 | 99 | 146 | 105 |
Incentive-based promotion earned, included in fees earned | $ 100 | $ 100 | $ 100 | $ 100 | |
[1] Includes $0.1 million and $0.1 million of incentive-based promote earned for exceeding investment hurdles for the three months ended June 30, 2022 and 2021, respectively. Includes $0.1 million and $0.1 million of incentive-based promote for the six months ended June 30, 2022 and 2021, respectively . |
Notes Payable and Lines of Cr_3
Notes Payable and Lines of Credit - Credit Agreement Amendment - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 01, 2017 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |||
Amended Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Additional borrowing capacity | 253,600,000 | 253,600,000 | ||||
Unused commitment fee, paid | 100,000 | $ 100,000 | 300,000 | $ 300,000 | ||
Amended Credit Agreement | Term Loan A-1 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 84,706,000 | $ 84,706,000 | 84,706,000 | |||
Debt term | 10 years | |||||
Interest rate | 1.75% | |||||
Amended Credit Agreement | Term Loan A-1 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | LIBOR | |||||
Amended Credit Agreement | Term Loan A-2 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 89,706,000 | $ 89,706,000 | 89,706,000 | |||
Debt term | 9 years | |||||
Interest rate | 1.90% | |||||
Amended Credit Agreement | Term Loan A-2 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | LIBOR | |||||
Amended Credit Agreement | Term Loan A-3 | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 10 years | |||||
Maximum amounts available for borrowing | 68,600,000 | |||||
Additional borrowing capacity | 68,600,000 | $ 68,600,000 | ||||
Amended Credit Agreement | Term Loan A-3 | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | base rate | |||||
Interest rate | 1% | |||||
Amended Credit Agreement | Term Loan A-3 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | LIBOR | |||||
Interest rate | 2% | |||||
Amended Credit Agreement | Term Loan A-4 | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | 125,588,000 | $ 125,588,000 | 125,588,000 | |||
Debt term | 7 years | |||||
Interest rate | 1.70% | |||||
Amended Credit Agreement | Term Loan A-4 | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | LIBOR | |||||
Amended Credit Agreement | Multi-Draw Term Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 7 years | |||||
Maximum amounts available for borrowing | 150,000,000 | |||||
Additional borrowing capacity | 150,000,000 | $ 150,000,000 | ||||
Amended Credit Agreement | Multi-Draw Term Facility | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage on unused portion | 0.15% | |||||
Amended Credit Agreement | Multi-Draw Term Facility | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Commitment fee percentage on unused portion | 0.35% | |||||
Amended Credit Agreement | Multi-Draw Term Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | base rate | |||||
Amended Credit Agreement | Multi-Draw Term Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.50% | |||||
Amended Credit Agreement | Multi-Draw Term Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.20% | |||||
Amended Credit Agreement | Multi-Draw Term Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | LIBOR | |||||
Amended Credit Agreement | Multi-Draw Term Facility | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.50% | |||||
Amended Credit Agreement | Multi-Draw Term Facility | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.20% | |||||
Amended Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Debt term | 5 years | |||||
Maximum amounts available for borrowing | $ 35,000,000 | |||||
Additional borrowing capacity | $ 35,000,000 | $ 35,000,000 | ||||
Amount of credit facility allowed to be used for timberland acquisitions (not to exceed) | $ 5,000,000 | |||||
Amended Credit Agreement | Revolving Credit Facility | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | base rate | |||||
Amended Credit Agreement | Revolving Credit Facility | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 0.50% | |||||
Amended Credit Agreement | Revolving Credit Facility | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.20% | |||||
Amended Credit Agreement | Revolving Credit Facility | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Description of interest rate | LIBOR | |||||
Amended Credit Agreement | Revolving Credit Facility | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 1.50% | |||||
Amended Credit Agreement | Revolving Credit Facility | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.20% |
Notes Payable and Lines of Cr_4
Notes Payable and Lines of Credit - Schedule of Long-Term Debt Outstanding (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2021 | ||
Debt Instrument [Line Items] | |||
Total principal balance | $ 300,000 | $ 300,000 | |
Less: net unamortized deferred financing costs | (1,522) | (1,753) | |
Total | $ 298,478 | 298,247 | |
Amended Credit Agreement | Term Loan A-1 | |||
Debt Instrument [Line Items] | |||
Maturity Date | Dec. 23, 2024 | ||
Interest Rate | 1.75% | ||
Current Interest Rate | [1] | 3.42% | |
Total principal balance | $ 84,706 | 84,706 | |
Amended Credit Agreement | Term Loan A-1 | LIBOR | |||
Debt Instrument [Line Items] | |||
Description of Interest Rate | LIBOR | ||
Amended Credit Agreement | Term Loan A-2 | |||
Debt Instrument [Line Items] | |||
Maturity Date | Dec. 01, 2026 | ||
Interest Rate | 1.90% | ||
Current Interest Rate | [1] | 3.57% | |
Total principal balance | $ 89,706 | 89,706 | |
Amended Credit Agreement | Term Loan A-2 | LIBOR | |||
Debt Instrument [Line Items] | |||
Description of Interest Rate | LIBOR | ||
Amended Credit Agreement | Term Loan A-4 | |||
Debt Instrument [Line Items] | |||
Maturity Date | Aug. 22, 2025 | ||
Interest Rate | 1.70% | ||
Current Interest Rate | [1] | 3.37% | |
Total principal balance | $ 125,588 | $ 125,588 | |
Amended Credit Agreement | Term Loan A-4 | LIBOR | |||
Debt Instrument [Line Items] | |||
Description of Interest Rate | LIBOR | ||
[1] As of June 30, 2022. 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. |
Notes Payable and Lines of Cr_5
Notes Payable and Lines of Credit - Patronage Dividends - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |||||
Patronage refund accrual | $ 0.6 | $ 1 | $ 1.3 | $ 1.9 | |
Patronage dividends received | $ 3.6 | ||||
Patronage dividends received in cash | 3.1 | ||||
Patronage dividends received in equity of the Patronage Banks | $ 0.5 |
Notes Payable and Lines of Cr_6
Notes Payable and Lines of Credit - Patronage Dividends - Schedule of Patronage Dividend Classification (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Total | $ 6,039 | $ 7,703 | |
Accounts receivable | |||
Debt Instrument [Line Items] | |||
Total | 1,265 | 3,392 | |
Prepaid expenses and other assets | |||
Debt Instrument [Line Items] | |||
Total | [1] | $ 4,774 | $ 4,311 |
[1]Represents cumulative patronage dividends received as equity in the Patronage Banks. |
Notes Payable and Lines of Cr_7
Notes Payable and Lines of Credit - Debt Covenants - Narrative (Details) - Amended Credit Agreement | 6 Months Ended |
Jun. 30, 2022 | |
Debt Instrument [Line Items] | |
Covenant terms, fixed charge coverage ratio (not less than) | 1.05 |
Maximum | |
Debt Instrument [Line Items] | |
Covenant terms, loan to value (LTV) ratio (percent) (no greater than) | 50% |
Capital expenditure percentage of timberlands (no greater than) | 1% |
Notes Payable and Lines of Cr_8
Notes Payable and Lines of Credit - Schedule of Interest Payments (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Debt Disclosure [Abstract] | ||||
Cash paid for interest | $ 2 | $ 2.3 | $ 3.6 | $ 4.6 |
Notes Payable and Lines of Cr_9
Notes Payable and Lines of Credit - Interest Paid and Fair Value of Outstanding Debt - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Unused commitment fees, paid | $ 0.1 | $ 0.1 | $ 0.3 | $ 0.3 | |
Secured Debt | |||||
Debt Instrument [Line Items] | |||||
Weighted-average interest rate | 3.90% | 3.90% | 3.77% | ||
Weighted-average interest rate, after patronage refunds | 3.05% | 3.05% | 2.92% |
Interest Rate Swaps - Narrative
Interest Rate Swaps - Narrative (Details) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 USD ($) derivative | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) derivative | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Derivative [Line Items] | |||||
Long-term debt, gross | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | ||
Change in fair value, other comprehensive gain (loss), interest rate swaps | 9,284,000 | $ (4,504,000) | 26,607,000 | $ 11,181,000 | |
Designated as Hedging Instrument | |||||
Derivative [Line Items] | |||||
Notional amount | $ 275,000,000 | $ 275,000,000 | |||
Derivative, fixed interest rate | 3.95% | 3.95% | |||
Designated as Hedging Instrument | Interest rate swaps | |||||
Derivative [Line Items] | |||||
Number of interest rate derivatives outstanding | derivative | 2 | 2 | |||
Change in fair value, other comprehensive gain (loss), interest rate swaps | $ 9,300,000 | (4,500,000) | $ 26,600,000 | 11,200,000 | |
Payments for interest rate swaps | 1,000,000 | 1,400,000 | 2,400,000 | 2,800,000 | |
Reclassification from accumulated other comprehensive income (loss) to interest expense | 100,000 | $ (300,000) | 200,000 | $ 600,000 | |
Amount to be reclassified from accumulated other comprehensive income to interest expense net 12 months | $ 2,400,000 | $ 2,400,000 |
Interest Rate Swaps - Schedule
Interest Rate Swaps - Schedule of Interest Rate Swaps Outstanding (Details) - Designated as Hedging Instrument | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Derivative [Line Items] | |
Pay Rate | 3.95% |
Notional Amount | $ 275,000,000 |
2019 Swap - 10YR | LIBOR | |
Derivative [Line Items] | |
Term of contract | 10 years |
Pay Rate | 2.2067% |
Notional Amount | $ 200,000,000 |
2019 Swap - 7YR | LIBOR | |
Derivative [Line Items] | |
Term of contract | 7 years |
Pay Rate | 2.083% |
Notional Amount | $ 75,000,000 |
Interest Rate Swaps - Schedul_2
Interest Rate Swaps - Schedule of Interest Rate Swaps Measured at Fair Value (Details) - Interest rate swaps - Designated as Hedging Instrument - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Prepaid expenses and other assets | ||
Derivatives designated as hedging instruments: | ||
Derivative liabilities, estimated fair value | $ 12,142 | $ 0 |
Other liabilities | ||
Derivatives designated as hedging instruments: | ||
Derivative liabilities, estimated fair value | $ 0 | $ (14,277) |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Aug. 02, 2022 lawsuit | Jun. 30, 2022 USD ($) state | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) state T | Jun. 30, 2021 USD ($) | Dec. 31, 2022 T | Dec. 31, 2021 USD ($) | Jan. 01, 2019 USD ($) | |
Commitments and Contingencies [Line Items] | ||||||||
Negotiation period of timber price | 2 years | |||||||
Number of southern states reporting raw forest product prices | state | 11 | 11 | ||||||
Cease to operate mill termination right, period (that exceeds) | 12 months | |||||||
Failure to purchase specified tonnage of timber termination right, period | 2 years | |||||||
Payment failure to cure termination right, period | 30 days | |||||||
Material breach failure to cure termination right, period | 60 days | |||||||
Operating lease right-of-use asset | $ 2,371 | $ 2,371 | $ 2,527 | $ 3,400 | ||||
Operating lease liability | 2,556 | 2,556 | $ 2,707 | $ 3,400 | ||||
Operating lease expense | 100 | $ 100 | 200 | $ 200 | ||||
Cash paid for office leases | $ 100 | $ 100 | $ 200 | $ 200 | ||||
WestRock Corporation | Revenue Benchmark | Customer Concentration Risk | Timber sales | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Timber sold, Mahrt Timber Agreements, percentage of net timber sales revenue | 11% | |||||||
WestRock Corporation | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Timber sold, Mahrt Timber Agreements | T | 169,000 | |||||||
WestRock Corporation | Forecast | Subsequent Event | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Minimum availability required | T | 371,100 | |||||||
Forest Resource Consultants, Inc. | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Operating agreement, term of extension option | 1 year | |||||||
Days notice required before automatic renewal | 120 days | |||||||
Operating agreement, notice of termination option | 120 days | |||||||
American Forestry Management, Inc. | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Operating agreement, term of extension option | 1 year | |||||||
Days notice required before automatic renewal | 120 days | |||||||
Operating agreement, notice of termination option | 120 days | |||||||
Alleged Stockholder | Subsequent Event | Merger Challenge Litigation | Pending Litigation | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Number of lawsuits filed | lawsuit | 1 | |||||||
WestRock Corporation | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Material breach failure to cure termination right, period | 60 days | |||||||
Forest Resource Consultants, Inc. | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Operating agreement, notice of termination option | 120 days | |||||||
American Forestry Management, Inc. | ||||||||
Commitments and Contingencies [Line Items] | ||||||||
Operating agreement, notice of termination option | 120 days |
Commitments and Contingencies_2
Commitments and Contingencies - Operating Lease Future Annual Payments (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jan. 01, 2019 |
Required payments | |||
2022 | $ 212 | ||
2023 | 435 | ||
2024 | 447 | ||
2025 | 459 | ||
2026 | 472 | ||
Thereafter | 942 | ||
Total Required Payments | 2,967 | ||
Less: imputed interest | (411) | ||
Operating lease liability | $ 2,556 | $ 2,707 | $ 3,400 |
Remaining lease term (years) | 6 years 4 months 24 days | ||
Discount rate | 4.58% |
Noncontrolling Interests - Narr
Noncontrolling Interests - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Noncontrolling Interest [Line Items] | |||||
LTIP units, full parity, conversion ratio | 100% | 100% | |||
Cash redemption, number of shares criteria (in shares) | 1 | 1 | |||
Stock-based compensation expense | [1] | $ 853 | $ 767 | $ 1,704 | $ 1,386 |
Common Units and LTIP Units | |||||
Noncontrolling Interest [Line Items] | |||||
Stock-based compensation expense | $ 300 | $ 300 | $ 600 | $ 500 | |
Performance-Based LTIP Units | |||||
Noncontrolling Interest [Line Items] | |||||
Vested units converted to common units (in shares) | 0 | ||||
General Partner | Common Unit | |||||
Noncontrolling Interest [Line Items] | |||||
Redemption holding period | 1 year | ||||
Maximum | |||||
Noncontrolling Interest [Line Items] | |||||
LTIP units, non-full parity, conversion ratio (less than) | 100% | 100% | |||
CatchMark Timber OP | |||||
Noncontrolling Interest [Line Items] | |||||
Percentage of interest owned of its common partnership units | 99.76% | ||||
CatchMark Timber OP | Current and Former Officers and Directors | |||||
Noncontrolling Interest [Line Items] | |||||
Percentage of interest owned of its common partnership units, limited partner | 0.24% | ||||
[1] The three months ended June 30, 2022 and 2021 includes $0.3 million and $0.3 million of stock-based compensation recognized as noncontrolling interest, respectively. The six months ended June 30, 2022 and 2021 includes $0.6 million and $0.5 million of stock-based compensation recognized as noncontrolling interest, respectively. |
Stock-based Compensation - Narr
Stock-based Compensation - Narrative (Details) | 3 Months Ended |
Jun. 30, 2022 shares | |
Share-Based Payment Arrangement [Abstract] | |
Equity awards, issued (in shares) | 0 |
Equity awards, vested (in shares) | 0 |
Equity awards, forfeited (in shares) | 0 |
Stock-based Compensation - Roll
Stock-based Compensation - Rollforward of Unvested Non-Option Award Activity (Details) - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Number of Shares or Units | ||
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Service-based Restricted Stock | ||
Number of Shares or Units | ||
Unvested, beginning of period (in shares) | 373,047 | |
Granted in period (in shares) | 182,794 | |
Vested (in shares) | (130,886) | |
Forfeited (in shares) | (5,500) | |
Unvested, end of period (in shares) | 419,455 | 419,455 |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning of period (in dollars per share) | $ 10.62 | |
Granted (in dollars per share) | 8.02 | |
Vested (in dollars per share) | 10.84 | |
Forfeited (in dollars per share) | 9.49 | |
Unvested, end of period (in dollars per share) | $ 9.43 | $ 9.43 |
Performance-based LTIP Units | ||
Number of Shares or Units | ||
Unvested, beginning of period (in shares) | 505,908 | |
Granted in period (in shares) | 358,454 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | (105,862) | |
Unvested, end of period (in shares) | 758,500 | 758,500 |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning of period (in dollars per share) | $ 6.52 | |
Granted (in dollars per share) | 3.62 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 8.13 | |
Unvested, end of period (in dollars per share) | $ 4.92 | $ 4.92 |
Performance-based Restricted Stock | ||
Number of Shares or Units | ||
Unvested, beginning of period (in shares) | 67,769 | |
Granted in period (in shares) | 232,222 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Unvested, end of period (in shares) | 299,991 | 299,991 |
Weighted-Average Grant Date Fair Value | ||
Unvested, beginning of period (in dollars per share) | $ 6.14 | |
Granted (in dollars per share) | 3.62 | |
Vested (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Unvested, end of period (in dollars per share) | $ 4.19 | $ 4.19 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total | [1] | $ 853 | $ 767 | $ 1,704 | $ 1,386 |
Recognized as noncontrolling interest | 300 | 300 | 600 | 500 | |
General and administrative expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total | 688 | 624 | 1,368 | 1,136 | |
Forestry management expenses | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total | $ 165 | $ 143 | $ 336 | $ 250 | |
[1] The three months ended June 30, 2022 and 2021 includes $0.3 million and $0.3 million of stock-based compensation recognized as noncontrolling interest, respectively. The six months ended June 30, 2022 and 2021 includes $0.6 million and $0.5 million of stock-based compensation recognized as noncontrolling interest, respectively. |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-based Compensation Expense - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Nonvested awards, unrecognized compensation expense | $ 6.5 |
Nonvested awards, unrecognized compensation expense, period for recognition | 2 years 8 months 12 days |
Segment Information - Schedule
Segment Information - Schedule of Operating Revenue, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Revenue, timberland sold | $ 24,559 | $ 31,940 | $ 51,501 | $ 59,626 |
Harvest | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, timberland sold | 15,631 | 21,097 | 34,324 | 42,308 |
Real Estate | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, timberland sold | 8,818 | 7,632 | 14,888 | 10,989 |
Investment Management | ||||
Segment Reporting Information [Line Items] | ||||
Revenue, timberland sold | $ 110 | $ 3,211 | $ 2,289 | $ 6,329 |
Segment Information - Schedul_2
Segment Information - Schedule of Adjusted EBITDA, by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total | $ 13,673 | $ 17,577 | $ 28,519 | $ 30,514 |
Operating Segments | Harvest | ||||
Segment Reporting Information [Line Items] | ||||
Total | 6,871 | 9,367 | 16,482 | 18,294 |
Operating Segments | Real Estate | ||||
Segment Reporting Information [Line Items] | ||||
Total | 8,664 | 7,333 | 14,416 | 10,477 |
Operating Segments | Investment Management | ||||
Segment Reporting Information [Line Items] | ||||
Total | 410 | 3,275 | 3,143 | 7,095 |
Corporate | ||||
Segment Reporting Information [Line Items] | ||||
Total | $ (2,272) | $ (2,398) | $ (5,522) | $ (5,352) |
Segment Information - Reconcili
Segment Information - Reconciliation of Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Segment Reporting Information [Line Items] | |||||||
Adjusted EBITDA | $ 13,673 | $ 17,577 | $ 28,519 | $ 30,514 | |||
Subtract: | |||||||
Depletion | 3,201 | 6,657 | 7,350 | 14,382 | |||
Interest expense | [1] | 2,397 | 2,752 | 4,508 | 5,094 | ||
Amortization | [1] | 412 | 636 | 835 | 1,269 | ||
Depletion, amortization, and basis of timberland and mitigation credits sold included in income from unconsolidated joint venture | [2] | 40 | 15 | 104 | 103 | ||
Basis of timberland sold, lease terminations and other | [3] | 6,698 | 5,701 | 10,738 | 7,667 | ||
Stock-based compensation expense | 853 | 767 | 1,704 | 1,386 | |||
Gain on large dispositions | [4] | 0 | (759) | 0 | (759) | ||
Merger-related costs | [5] | 4,595 | 0 | 4,595 | 0 | ||
Other | [6] | 36 | 48 | 52 | 147 | ||
Net income (loss) | (4,559) | $ 3,184 | 1,753 | $ (551) | (1,375) | 1,202 | |
Chief Executive Officer | |||||||
Subtract: | |||||||
Post-employment benefits | [7] | $ 0 | $ 7 | $ 8 | $ 23 | ||
[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 merger-related legal fees, consulting fees and other professional fees required to be expensed by GAAP that management believes do not directly reflect the core business operations of its timberland portfolio on an on-going basis.[6]Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of its 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.[7]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. |