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Share Name | Share Symbol | Market | Type |
---|---|---|---|
CatchMark Timber Trust Inc | NYSE:CTT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.37 | 0 | 01:00:00 |
|
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2019
|
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
|
Maryland
|
|
20-3536671
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification Number)
|
|
|
|
5 Concourse Parkway, Suite 2650, Atlanta, GA
|
|
30328
|
(Address of principal executive offices)
|
|
(Zip Code)
|
N/A
|
Title of each class
|
Trading Symbol
|
Name of exchange on which registered
|
Class A Common Stock, $0.01 Par Value Per Share
|
CTT
|
New York Stock Exchange
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
|
|
Smaller reporting company
|
x
|
Emerging growth company
|
o
|
|
|
|
|
|
|
|
|
|
|
|
Page No.
|
|
PART I. FINANCIAL INFORMATION
|
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Item 1.
|
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||
|
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|
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Consolidated Balance Sheets as of September 30, 2019 (unaudited) and December 31, 2018
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2019 (unaudited) and 2018 (unaudited)
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2019 (unaudited) and 2018 (unaudited)
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity for the Three and Nine Months Ended September 30, 2019 (unaudited) and 2018 (unaudited)
|
|
|
|
|
|
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|
|
|
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||
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Item 2.
|
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||
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Item 3.
|
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||
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Item 4.
|
|
||
|
|
|
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|
PART II. OTHER INFORMATION
|
|
|
||
|
|
|
|
|
|
Item 1.
|
|
||
|
|
|
|
|
|
Item 1A.
|
|
||
|
|
|
|
|
|
Item 2.
|
|
||
|
|
|
|
|
|
Item 6.
|
|
AFM
|
|
American Forestry Management, Inc.
|
ASC
|
|
Accounting Standards Codification
|
ASU
|
|
Accounting Standards Update
|
CoBank
|
|
CoBank, ACB
|
Code
|
|
Internal Revenue Code of 1986, as amended
|
EBITDA
|
|
Earnings before Interest, Taxes, Depletion, and Amortization
|
FASB
|
|
Financial Accounting Standards Board
|
FCCR
|
|
Fixed Charge Coverage Ratio
|
FRC
|
|
Forest Resource Consultants, Inc.
|
GAAP
|
|
U.S. Generally Accepted Accounting Principles
|
HBU
|
|
Higher and Better Use
|
HLBV
|
|
Hypothetical Liquidation at Book Value
|
IP
|
|
International Paper Company
|
LIBOR
|
|
London Interbank Offered Rate
|
LTIP
|
|
Long-Term Incentive Plan
|
LTV
|
|
Loan-to-Value
|
MBF
|
|
Thousand Board Feet
|
MPERS
|
|
Missouri Department of Transportation & Patrol Retirement System
|
NYSE
|
|
New York Stock Exchange
|
Rabobank
|
|
Cooperatieve Centrale Raiffeisen-Boerenleenbank, B.A.
|
REIT
|
|
Real Estate Investment Trust
|
SEC
|
|
Securities and Exchange Commission
|
TRS
|
|
Taxable REIT Subsidiary
|
TSR
|
|
Total Shareholder Return
|
U.S.
|
|
United States
|
VIE
|
|
Variable Interest Entity
|
WestRock
|
|
WestRock Company
|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
||||
|
(Unaudited)
September 30, 2019
|
|
December 31, 2018
|
||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
17,074
|
|
|
$
|
5,614
|
|
Accounts receivable
|
4,519
|
|
|
7,355
|
|
||
Prepaid expenses and other assets
|
4,591
|
|
|
7,369
|
|
||
Operating lease right-of-use asset, less accumulated amortization of $209 as of September 30, 2019 (Note 2)
|
3,191
|
|
|
—
|
|
||
Deferred financing costs
|
266
|
|
|
327
|
|
||
Timber assets (Note 3):
|
|
|
|
||||
Timber and timberlands, net
|
643,663
|
|
|
687,851
|
|
||
Intangible lease assets, less accumulated amortization of $948 and $945 as of September 30, 2019 and December 31, 2018, respectively
|
9
|
|
|
12
|
|
||
Investments in unconsolidated joint ventures (Note 4)
|
10,425
|
|
|
96,244
|
|
||
Total assets
|
$
|
683,738
|
|
|
$
|
804,772
|
|
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
5,047
|
|
|
$
|
4,936
|
|
Operating lease liability (Note 2)
|
3,302
|
|
|
—
|
|
||
Other liabilities
|
17,636
|
|
|
5,940
|
|
||
Notes payable and lines of credit, net of deferred financing costs (Note 5)
|
452,768
|
|
|
472,240
|
|
||
Total liabilities
|
478,753
|
|
|
483,116
|
|
||
|
|
|
|
||||
Commitments and Contingencies (Note 7)
|
—
|
|
|
—
|
|
||
|
|
|
|
||||
Stockholders’ Equity:
|
|
|
|
||||
Class A Common stock, $0.01 par value; 900,000 shares authorized; 49,007 and 49,127 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
490
|
|
|
492
|
|
||
Additional paid-in capital
|
729,000
|
|
|
730,416
|
|
||
Accumulated deficit and distributions
|
(510,488
|
)
|
|
(409,260
|
)
|
||
Accumulated other comprehensive income (loss)
|
(14,017
|
)
|
|
8
|
|
||
Total stockholders’ equity
|
204,985
|
|
|
321,656
|
|
||
Total liabilities and stockholders’ equity
|
$
|
683,738
|
|
|
$
|
804,772
|
|
|
(Unaudited)
Three Months Ended
September 30,
|
|
(Unaudited)
Nine Months Ended
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Timber sales
|
$
|
19,706
|
|
|
$
|
16,742
|
|
|
$
|
52,530
|
|
|
$
|
53,140
|
|
Timberland sales
|
2,264
|
|
|
3,818
|
|
|
12,578
|
|
|
14,904
|
|
||||
Asset management fees
|
3,436
|
|
|
2,698
|
|
|
9,119
|
|
|
2,759
|
|
||||
Other revenues
|
974
|
|
|
1,319
|
|
|
3,386
|
|
|
4,127
|
|
||||
|
26,380
|
|
|
24,577
|
|
|
77,613
|
|
|
74,930
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Contract logging and hauling costs
|
8,269
|
|
|
7,613
|
|
|
22,778
|
|
|
24,154
|
|
||||
Depletion
|
8,235
|
|
|
6,224
|
|
|
19,533
|
|
|
19,884
|
|
||||
Cost of timberland sales
|
2,081
|
|
|
3,210
|
|
|
10,562
|
|
|
11,590
|
|
||||
Forestry management expenses
|
1,656
|
|
|
1,370
|
|
|
4,982
|
|
|
4,622
|
|
||||
General and administrative expenses
|
2,984
|
|
|
2,484
|
|
|
9,550
|
|
|
8,602
|
|
||||
Land rent expense
|
125
|
|
|
153
|
|
|
400
|
|
|
490
|
|
||||
Other operating expenses
|
1,341
|
|
|
1,356
|
|
|
4,614
|
|
|
4,197
|
|
||||
|
24,691
|
|
|
22,410
|
|
|
72,419
|
|
|
73,539
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
||||||||
Interest income
|
80
|
|
|
20
|
|
|
142
|
|
|
180
|
|
||||
Interest expense
|
(4,472
|
)
|
|
(4,321
|
)
|
|
(13,803
|
)
|
|
(11,125
|
)
|
||||
Gain on large dispositions
|
7,197
|
|
|
—
|
|
|
7,961
|
|
|
—
|
|
||||
|
2,805
|
|
|
(4,301
|
)
|
|
(5,700
|
)
|
|
(10,945
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before unconsolidated joint ventures
|
4,494
|
|
|
(2,134
|
)
|
|
(506
|
)
|
|
(9,554
|
)
|
||||
Loss from unconsolidated joint ventures (Note 4)
|
(25,051
|
)
|
|
(76,765
|
)
|
|
(81,011
|
)
|
|
(74,235
|
)
|
||||
Net loss
|
$
|
(20,557
|
)
|
|
$
|
(78,899
|
)
|
|
$
|
(81,517
|
)
|
|
$
|
(83,789
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding - basic and diluted
|
49,008
|
|
|
49,118
|
|
|
49,049
|
|
|
47,551
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss per share - basic and diluted
|
$
|
(0.42
|
)
|
|
$
|
(1.61
|
)
|
|
$
|
(1.66
|
)
|
|
$
|
(1.76
|
)
|
|
(Unaudited)
Three Months Ended
September 30,
|
|
(Unaudited)
Nine Months Ended
September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(20,557
|
)
|
|
$
|
(78,899
|
)
|
|
$
|
(81,517
|
)
|
|
$
|
(83,789
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Market value adjustment to interest rate swaps
|
(3,104
|
)
|
|
891
|
|
|
(14,025
|
)
|
|
4,342
|
|
||||
Comprehensive loss
|
$
|
(23,661
|
)
|
|
$
|
(78,008
|
)
|
|
$
|
(95,542
|
)
|
|
$
|
(79,447
|
)
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit and Distributions |
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total
Stockholders’ Equity |
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||
Balance, December 31, 2018
|
49,127
|
|
|
$
|
492
|
|
|
$
|
730,416
|
|
|
$
|
(409,260
|
)
|
|
$
|
8
|
|
|
$
|
321,656
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LTIP, net of forfeitures and amounts withheld for income taxes
|
92
|
|
|
1
|
|
|
292
|
|
|
—
|
|
|
—
|
|
|
293
|
|
|||||
Dividends to common stockholders ($0.135 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,578
|
)
|
|
—
|
|
|
(6,578
|
)
|
|||||
Repurchase of common stock
|
(136
|
)
|
|
(1
|
)
|
|
(1,003
|
)
|
|
|
|
|
|
(1,004
|
)
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,395
|
)
|
|
—
|
|
|
(30,395
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,941
|
)
|
|
(3,941
|
)
|
|||||
Balance, March 31, 2019
|
49,083
|
|
|
$
|
492
|
|
|
$
|
729,705
|
|
|
$
|
(446,233
|
)
|
|
$
|
(3,933
|
)
|
|
$
|
280,031
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LTIP, net of forfeitures and amounts withheld for income taxes
|
17
|
|
|
—
|
|
|
490
|
|
|
—
|
|
|
—
|
|
|
490
|
|
|||||
Dividends to common stockholders ($0.135 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,578
|
)
|
|
—
|
|
|
(6,578
|
)
|
|||||
Repurchase of common stock
|
(135
|
)
|
|
(2
|
)
|
|
(1,403
|
)
|
|
—
|
|
|
—
|
|
|
(1,405
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,565
|
)
|
|
—
|
|
|
(30,565
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,980
|
)
|
|
(6,980
|
)
|
|||||
Balance, June 30, 2019
|
48,965
|
|
|
$
|
490
|
|
|
$
|
728,792
|
|
|
$
|
(483,376
|
)
|
|
$
|
(10,913
|
)
|
|
$
|
234,993
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LTIP, net of forfeitures and amounts withheld for income taxes
|
100
|
|
|
1
|
|
|
802
|
|
|
—
|
|
|
—
|
|
|
803
|
|
|||||
Dividends to common stockholders ($0.135 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,555
|
)
|
|
—
|
|
|
(6,555
|
)
|
|||||
Repurchase of common stock
|
(58
|
)
|
|
(1
|
)
|
|
(594
|
)
|
|
—
|
|
|
—
|
|
|
(595
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,557
|
)
|
|
—
|
|
|
(20,557
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,104
|
)
|
|
(3,104
|
)
|
|||||
Balance, September 30, 2019
|
49,007
|
|
|
$
|
490
|
|
|
$
|
729,000
|
|
|
$
|
(510,488
|
)
|
|
$
|
(14,017
|
)
|
|
$
|
204,985
|
|
|
Common Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit and Distributions |
|
Accumulated Other Comprehensive Income
|
|
Total
Stockholders’ Equity |
|||||||||||||
|
Shares
|
|
Amount
|
|
|
|||||||||||||||||
Balance, December 31, 2017
|
43,425
|
|
|
$
|
434
|
|
|
$
|
661,222
|
|
|
$
|
(261,652
|
)
|
|
$
|
2,376
|
|
|
$
|
402,380
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Equity Offering
|
5,750
|
|
|
58
|
|
|
72,392
|
|
|
—
|
|
|
—
|
|
|
72,450
|
|
|||||
LTIP, net of forfeitures and amounts withheld for income taxes
|
(46
|
)
|
|
(1
|
)
|
|
(85
|
)
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||||
Stock issuance cost
|
—
|
|
|
—
|
|
|
(3,490
|
)
|
|
—
|
|
|
—
|
|
|
(3,490
|
)
|
|||||
Dividends to common stockholders ($0.135 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,815
|
)
|
|
—
|
|
|
(5,815
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,385
|
)
|
|
|
|
(3,385
|
)
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,931
|
|
|
1,931
|
|
|||||
Balance, March 31, 2018
|
49,129
|
|
|
$
|
491
|
|
|
$
|
730,039
|
|
|
$
|
(270,852
|
)
|
|
$
|
4,307
|
|
|
$
|
463,985
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LTIP, net of forfeitures and amounts withheld for income taxes
|
(6
|
)
|
|
—
|
|
|
422
|
|
|
—
|
|
|
—
|
|
|
422
|
|
|||||
Stock issuance cost
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|||||
Dividends to common stockholders ($0.135 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,597
|
)
|
|
—
|
|
|
(6,597
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,505
|
)
|
|
—
|
|
|
(1,505
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,520
|
|
|
1,520
|
|
|||||
Balance, June 30, 2018
|
49,123
|
|
|
$
|
491
|
|
|
$
|
730,361
|
|
|
$
|
(278,954
|
)
|
|
$
|
5,827
|
|
|
$
|
457,725
|
|
Common stock issued pursuant to:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
LTIP, net of forfeitures and amounts withheld for income taxes
|
2
|
|
|
—
|
|
|
486
|
|
|
—
|
|
|
—
|
|
|
486
|
|
|||||
Stock issuance cost
|
—
|
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||||
Dividends to common stockholders ($0.135 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,601
|
)
|
|
—
|
|
|
(6,601
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(78,899
|
)
|
|
—
|
|
|
(78,899
|
)
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
891
|
|
|
891
|
|
|||||
Balance, September 30, 2018
|
49,125
|
|
|
$
|
491
|
|
|
$
|
730,814
|
|
|
$
|
(364,454
|
)
|
|
$
|
6,718
|
|
|
$
|
373,569
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
Nine Months Ended
September 30,
|
||||||
|
2019
|
|
2018
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net loss
|
$
|
(81,517
|
)
|
|
$
|
(83,789
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depletion
|
19,533
|
|
|
19,884
|
|
||
Basis of timberland sold, lease terminations and other
|
10,329
|
|
|
10,771
|
|
||
Stock-based compensation expense
|
1,952
|
|
|
2,171
|
|
||
Noncash interest expense
|
816
|
|
|
2,371
|
|
||
Other amortization
|
170
|
|
|
160
|
|
||
Loss from unconsolidated joint ventures
|
81,011
|
|
|
74,235
|
|
||
Operating distributions from unconsolidated joint ventures
|
789
|
|
|
3,658
|
|
||
Gain on large dispositions
|
(7,961
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
2,007
|
|
|
(2,643
|
)
|
||
Prepaid expenses and other assets
|
221
|
|
|
(295
|
)
|
||
Accounts payable and accrued expenses
|
138
|
|
|
1,627
|
|
||
Other liabilities
|
1,025
|
|
|
1,121
|
|
||
Net cash provided by operating activities
|
28,513
|
|
|
29,271
|
|
||
|
|
|
|
||||
Cash Flows from Investing Activities:
|
|
|
|
||||
Timberland acquisitions and earnest money paid
|
—
|
|
|
(91,424
|
)
|
||
Capital expenditures (excluding timberland acquisitions)
|
(3,031
|
)
|
|
(2,821
|
)
|
||
Investment in unconsolidated joint ventures
|
—
|
|
|
(200,000
|
)
|
||
Distributions from unconsolidated joint ventures
|
4,019
|
|
|
4,858
|
|
||
Net proceeds from large dispositions
|
25,151
|
|
|
—
|
|
||
Net cash provided by (used in) investing activities
|
26,139
|
|
|
(289,387
|
)
|
||
|
|
|
|
||||
Cash Flows from Financing Activities:
|
|
|
|
||||
Repayments of notes payable
|
(20,064
|
)
|
|
(69,000
|
)
|
||
Proceeds from note payable
|
—
|
|
|
289,000
|
|
||
Financing costs paid
|
(48
|
)
|
|
(832
|
)
|
||
Issuance of common stock
|
—
|
|
|
72,450
|
|
||
Other offering costs paid
|
—
|
|
|
(3,623
|
)
|
||
Dividends paid to common stockholders
|
(19,711
|
)
|
|
(19,013
|
)
|
||
Repurchase of common shares under the share repurchase program
|
(3,004
|
)
|
|
—
|
|
||
Repurchase of common shares for minimum tax withholdings
|
(365
|
)
|
|
(1,348
|
)
|
||
Net cash provided by (used in) financing activities
|
(43,192
|
)
|
|
267,634
|
|
||
Net change in cash and cash equivalents
|
11,460
|
|
|
7,518
|
|
||
Cash and cash equivalents, beginning of period
|
5,614
|
|
|
7,805
|
|
||
Cash and cash equivalents, end of period
|
$
|
17,074
|
|
|
$
|
15,323
|
|
|
As of
|
||||||
(in thousands)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Required payments
|
|
|
|
||||
2019
|
$
|
97
|
|
|
$
|
312
|
|
2020
|
397
|
|
|
397
|
|
||
2021
|
412
|
|
|
412
|
|
||
2022
|
424
|
|
|
424
|
|
||
2023
|
435
|
|
|
435
|
|
||
2024
|
447
|
|
|
447
|
|
||
Thereafter
|
1,873
|
|
|
1,873
|
|
||
|
$
|
4,085
|
|
|
$
|
4,300
|
|
Less: imputed interest
|
(783
|
)
|
|
|
|||
Operating lease liability
|
$
|
3,302
|
|
|
|
|
|
|
|
|
|
||||
Remaining lease term (years)
|
9.2
|
|
|
|
|||
Discount rate
|
4.58
|
%
|
|
|
|
As of September 30, 2019
|
||||||||||
(in thousands)
|
Gross
|
|
Accumulated
Depletion or
Amortization
|
|
Net
|
||||||
Timber
|
$
|
312,747
|
|
|
$
|
19,533
|
|
|
$
|
293,214
|
|
Timberlands
|
350,123
|
|
|
—
|
|
|
350,123
|
|
|||
Mainline roads
|
1,041
|
|
|
715
|
|
|
326
|
|
|||
Timber and timberlands
|
$
|
663,911
|
|
|
$
|
20,248
|
|
|
$
|
643,663
|
|
|
As of December 31, 2018
|
||||||||||
(in thousands)
|
Gross
|
|
Accumulated
Depletion or
Amortization
|
|
Net
|
||||||
Timber
|
$
|
345,972
|
|
|
$
|
25,912
|
|
|
$
|
320,060
|
|
Timberlands
|
367,488
|
|
|
—
|
|
|
367,488
|
|
|||
Mainline roads
|
954
|
|
|
651
|
|
|
303
|
|
|||
Timber and timberlands
|
$
|
714,414
|
|
|
$
|
26,563
|
|
|
$
|
687,851
|
|
|
|
Nine Months Ended September 30,
|
||||
Acres Sold In:
|
|
2019
|
|
2018
|
||
Alabama
|
|
2,900
|
|
|
800
|
|
Georgia
|
|
13,300
|
|
|
2,200
|
|
Louisiana
|
|
—
|
|
|
200
|
|
North Carolina
|
|
500
|
|
|
1,000
|
|
South Carolina
|
|
3,700
|
|
|
2,900
|
|
Texas
|
|
—
|
|
|
100
|
|
Total
|
|
20,400
|
|
|
7,200
|
|
Acres by state as of September 30, 2019 (1)
|
|
Fee
|
|
Lease
|
|
Total
|
|||
South
|
|
|
|
|
|
|
|||
Alabama
|
|
70,000
|
|
|
1,800
|
|
|
71,800
|
|
Florida
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
Georgia
|
|
248,000
|
|
|
24,500
|
|
|
272,500
|
|
North Carolina
|
|
100
|
|
|
—
|
|
|
100
|
|
South Carolina
|
|
74,000
|
|
|
—
|
|
|
74,000
|
|
Tennessee
|
|
300
|
|
|
—
|
|
|
300
|
|
|
|
394,400
|
|
|
26,300
|
|
|
420,700
|
|
Pacific Northwest
|
|
|
|
|
|
|
|||
Oregon
|
|
18,100
|
|
|
—
|
|
|
18,100
|
|
Total
|
|
412,500
|
|
|
26,300
|
|
|
438,800
|
|
(1)
|
Represents CatchMark wholly-owned acreage only; excludes ownership interest in acreage held by joint ventures.
|
|
As of September 30, 2019
|
||||||
|
Dawsonville Bluffs Joint Venture
|
|
Triple T Joint Venture
|
||||
Ownership percentage
|
50.0%
|
|
|
21.6%
|
(1)
|
||
Acreage owned by the joint venture
|
65
|
|
|
1,094,000
|
|
||
Merchantable timber inventory (tons)
|
2,500
|
|
|
40.3
|
|
million
|
(2)
|
Location
|
Georgia
|
|
|
Texas
|
|
(1)
|
Represents our share of total partner capital contributions.
|
(2)
|
Merchantable timber inventory does not include current year growth.
|
|
As of
|
||||||
(in thousands)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Triple T Joint Venture:
|
|
|
|
||||
Total assets
|
$
|
1,586,687
|
|
|
$
|
1,607,413
|
|
Total liabilities
|
$
|
757,110
|
|
|
$
|
754,610
|
|
Total equity
|
$
|
829,577
|
|
|
$
|
852,803
|
|
CatchMark:
|
|
|
|
||||
Carrying value of investment
|
$
|
8,650
|
|
|
$
|
90,450
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Triple T Joint Venture:
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
41,509
|
|
|
$
|
28,255
|
|
|
$
|
121,450
|
|
|
$
|
28,255
|
|
Operating income (loss)
|
$
|
2,490
|
|
|
$
|
(3,329
|
)
|
|
$
|
10,437
|
|
|
$
|
(3,329
|
)
|
Net loss
|
$
|
(4,613
|
)
|
|
$
|
(9,407
|
)
|
|
$
|
(10,480
|
)
|
|
$
|
(9,407
|
)
|
CatchMark:
|
|
|
|
|
|
|
|
||||||||
Equity share of net loss
|
$
|
(25,712
|
)
|
|
$
|
(76,755
|
)
|
|
$
|
(81,800
|
)
|
|
$
|
(76,755
|
)
|
|
Nine Months Ended September 30,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Triple T Joint Venture:
|
|
|
|
||||
Net cash provided by (used in) operating activities
|
$
|
9,040
|
|
|
$
|
(1,753
|
)
|
Net cash used in investing activities
|
$
|
(3,263
|
)
|
|
$
|
(1,410,066
|
)
|
Net cash provided by financing activities
|
$
|
87
|
|
|
$
|
1,461,452
|
|
Net change in cash and cash equivalents
|
$
|
5,864
|
|
|
$
|
49,633
|
|
Cash and cash equivalents, beginning of period
|
$
|
39,300
|
|
|
$
|
—
|
|
Cash and cash equivalents, end of period
|
$
|
45,164
|
|
|
$
|
49,633
|
|
|
As of
|
||||||
(in thousands)
|
September 30, 2019
|
|
December 31, 2018
|
||||
Dawsonville Bluffs Joint Venture:
|
|
|
|
||||
Total assets
|
$
|
4,148
|
|
|
$
|
12,164
|
|
Total liabilities
|
$
|
597
|
|
|
$
|
575
|
|
Total equity
|
$
|
3,551
|
|
|
$
|
11,589
|
|
CatchMark:
|
|
|
|
||||
Carrying value of investment
|
$
|
1,776
|
|
|
$
|
5,795
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Dawsonville Bluffs Joint Venture:
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
8,648
|
|
|
$
|
198
|
|
|
$
|
10,068
|
|
|
$
|
13,813
|
|
Net income (loss)
|
$
|
1,323
|
|
|
$
|
(19
|
)
|
|
$
|
1,578
|
|
|
$
|
5,040
|
|
CatchMark:
|
|
|
|
|
|
|
|
||||||||
Equity share of net income (loss)
|
$
|
661
|
|
|
$
|
(10
|
)
|
|
$
|
789
|
|
|
$
|
2,520
|
|
|
Nine Months Ended
September 30,
|
||||||
(in thousands)
|
2019
|
|
2018
|
||||
Dawsonville Joint Venture:
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
8,873
|
|
|
$
|
12,673
|
|
Net cash provided by investing activities
|
$
|
—
|
|
|
$
|
—
|
|
Net cash used in financing activities
|
$
|
(9,616
|
)
|
|
$
|
(17,031
|
)
|
Net change in cash and cash equivalents
|
$
|
(743
|
)
|
|
$
|
(4,358
|
)
|
Cash and cash equivalents, beginning of period
|
$
|
1,731
|
|
|
$
|
5,375
|
|
Cash and cash equivalents, end of period
|
$
|
988
|
|
|
$
|
1,017
|
|
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Triple T Joint Venture (1)
|
$
|
2,821
|
|
|
$
|
2,675
|
|
|
$
|
8,464
|
|
|
$
|
2,675
|
|
Dawsonville Bluffs Joint Venture (2)
|
615
|
|
|
23
|
|
|
655
|
|
|
84
|
|
||||
|
$
|
3,436
|
|
|
$
|
2,698
|
|
|
$
|
9,119
|
|
|
$
|
2,759
|
|
(1)
|
Includes $0.1 million and $0.4 million of reimbursements of compensation costs for the three and nine months ended September 30, 2019, respectively. Includes $0.1 million and $0.1 million of reimbursements of compensation costs for the three and nine months ended September 30, 2018, respectively.
|
(2)
|
The three and nine months ended September 30, 2019 includes $0.6 million of incentive-based promote earned for exceeding investment hurdles.
|
(in thousands)
|
|
Maturity Date
|
|
|
|
Current Interest Rate (1)
|
|
Outstanding Balance as of
|
|||||||
Credit Facility
|
|
|
Interest Rate
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|||||||
Term Loan A-1
|
|
12/23/2024
|
|
LIBOR + 1.75%
|
|
3.80
|
%
|
|
$
|
100,000
|
|
|
$
|
100,000
|
|
Term Loan A-2
|
|
12/1/2026
|
|
LIBOR + 1.90%
|
|
3.94
|
%
|
|
100,000
|
|
|
100,000
|
|
||
Term Loan A-3
|
|
12/1/2027
|
|
LIBOR + 2.00%
|
|
4.04
|
%
|
|
68,619
|
|
|
68,619
|
|
||
Term Loan A-4
|
|
8/22/2025
|
|
LIBOR + 1.70%
|
|
3.76
|
%
|
|
140,000
|
|
|
140,000
|
|
||
Multi-Draw Term Facility
|
|
12/1/2024
|
|
LIBOR + 2.20%
|
|
4.25
|
%
|
|
49,936
|
|
|
70,000
|
|
||
Total principal balance
|
|
|
|
|
|
|
|
$
|
458,555
|
|
|
$
|
478,619
|
|
|
Less: net unamortized deferred financing costs
|
|
(5,787
|
)
|
|
$
|
(6,379
|
)
|
||||||||
Total
|
|
|
|
|
|
|
|
$
|
452,768
|
|
|
$
|
472,240
|
|
(1)
|
For the Multi-Draw Term Facility, the interest rate represents weighted-average interest rate as of September 30, 2019. The weighted-average interest rate 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 refunds.
|
•
|
a $35.0 million five-year revolving credit facility (the “Revolving Credit Facility”);
|
•
|
a $200.0 million seven-year multi-draw term credit facility (the “Multi-Draw Term Facility”);
|
•
|
a $100.0 million ten-year term loan (the “Term Loan A-1”);
|
•
|
a $100.0 million nine-year term loan (the “Term Loan A-2”);
|
•
|
a $68.6 million ten-year term loan (the “Term Loan A-3”); and
|
•
|
a $140.0 million seven-year term loan (the "Term Loan A-4").
|
(in thousands)
|
|
As of
|
||||||
Patronage refunds classified as:
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Accounts receivable
|
|
$
|
2,873
|
|
|
$
|
3,323
|
|
Prepaid expenses and other assets (1)
|
|
2,329
|
|
|
1,499
|
|
||
Total
|
|
$
|
5,202
|
|
|
$
|
4,822
|
|
(1)
|
Represents cumulative patronage refunds received as equity in the Patronage Banks.
|
•
|
limit the LTV ratio to (i) 50% at any time prior to December 31, 2021, and (ii) 45% at any time thereafter;
|
•
|
require maintenance of a FCCR of not less than 1.05:1.00 at any time;
|
•
|
require maintenance of a minimum liquidity balance of no less than $25.0 million at any time; and
|
•
|
limit the aggregated capital expenditures to 1% of the value of the timberlands during any fiscal year.
|
(in thousands)
|
|
Estimated Fair Value as of
|
||||||||
Instrument Type
|
|
Balance Sheet Classification
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||||
Interest rate swaps
|
|
Prepaid expenses and other assets
|
|
$
|
218
|
|
|
$
|
3,643
|
|
Interest rate swaps
|
|
Other liabilities
|
|
$
|
(14,235
|
)
|
|
$
|
(3,635
|
)
|
(in thousands)
|
Required Payments
|
||
2019
|
$
|
19
|
|
2020
|
504
|
|
|
2021
|
504
|
|
|
2022
|
449
|
|
|
|
$
|
1,476
|
|
|
Number of
Underlying Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Unvested at December 31, 2018
|
300,395
|
|
|
$
|
10.60
|
|
Granted
|
230,885
|
|
|
$
|
9.66
|
|
Vested
|
(83,817
|
)
|
|
$
|
11.37
|
|
Forfeited
|
(5,062
|
)
|
|
$
|
10.85
|
|
Unvested at September 30, 2019
|
442,401
|
|
|
$
|
9.96
|
|
Grant date market price (July 12, 2019)
|
$
|
10.08
|
|
Weighted-average fair value per granted share
|
$
|
8.13
|
|
Assumptions:
|
|
||
Volatility
|
22.88
|
%
|
|
Expected term (years)
|
3.0
|
|
|
Risk-free interest rate
|
1.85
|
%
|
(in thousands)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
Stock-based Compensation Expense classified as:
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
General and administrative expenses
|
|
$
|
729
|
|
|
$
|
587
|
|
|
$
|
1,763
|
|
|
$
|
1,861
|
|
Forestry management expenses
|
|
74
|
|
|
23
|
|
|
189
|
|
|
310
|
|
||||
Total
|
|
$
|
803
|
|
|
$
|
610
|
|
|
$
|
1,952
|
|
|
$
|
2,171
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Harvest
|
$
|
20,680
|
|
|
$
|
18,061
|
|
|
$
|
55,916
|
|
|
$
|
57,267
|
|
Real Estate
|
2,264
|
|
|
3,818
|
|
|
12,578
|
|
|
14,904
|
|
||||
Investment Management
|
3,436
|
|
|
2,698
|
|
|
9,119
|
|
|
2,759
|
|
||||
Total
|
$
|
26,380
|
|
|
$
|
24,577
|
|
|
$
|
77,613
|
|
|
$
|
74,930
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Harvest
|
$
|
9,390
|
|
|
$
|
7,635
|
|
|
$
|
23,935
|
|
|
$
|
24,339
|
|
Real Estate
|
2,036
|
|
|
3,592
|
|
|
11,821
|
|
|
13,988
|
|
||||
Investment Management
|
7,250
|
|
|
2,727
|
|
|
13,455
|
|
|
9,164
|
|
||||
Corporate
|
(2,154
|
)
|
|
(2,498
|
)
|
|
$
|
(7,440
|
)
|
|
$
|
(7,125
|
)
|
||
Total
|
$
|
16,522
|
|
|
$
|
11,456
|
|
|
$
|
41,771
|
|
|
$
|
40,366
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Adjusted EBITDA
|
$
|
16,522
|
|
|
$
|
11,456
|
|
|
$
|
41,771
|
|
|
$
|
40,366
|
|
Subtract:
|
|
|
|
|
|
|
|
||||||||
Depletion
|
8,235
|
|
|
6,224
|
|
|
19,533
|
|
|
19,884
|
|
||||
Basis of timberland sold, lease terminations and other (1)
|
1,854
|
|
|
2,983
|
|
|
10,329
|
|
|
10,771
|
|
||||
Amortization (2)
|
299
|
|
|
493
|
|
|
986
|
|
|
2,532
|
|
||||
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (3)
|
3,152
|
|
|
39
|
|
|
3,547
|
|
|
3,885
|
|
||||
HLBV loss from unconsolidated joint venture (4)
|
25,712
|
|
|
76,755
|
|
|
81,800
|
|
|
76,755
|
|
||||
Stock-based compensation expense
|
803
|
|
|
610
|
|
|
1,952
|
|
|
2,171
|
|
||||
Interest expense (2)
|
4,220
|
|
|
3,883
|
|
|
12,987
|
|
|
8,754
|
|
||||
Gain on large dispositions (5)
|
(7,197
|
)
|
|
—
|
|
|
(7,961
|
)
|
|
—
|
|
||||
Other (6)
|
1
|
|
|
(632
|
)
|
|
115
|
|
|
(597
|
)
|
||||
Net loss
|
$
|
(20,557
|
)
|
|
$
|
(78,899
|
)
|
|
$
|
(81,517
|
)
|
|
$
|
(83,789
|
)
|
(1)
|
Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.
|
(2)
|
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 consolidated statements of operations.
|
(3)
|
Reflects our share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.
|
(4)
|
Reflects HLBV (income) losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.
|
(5)
|
Large dispositions are sales of large blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value.
|
(6)
|
Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberland portfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.
|
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
Acres by state as of September 30, 2019 (1)
|
|
Fee
|
|
Lease
|
|
Total
|
|||
South
|
|
|
|
|
|
|
|||
Alabama
|
|
70,000
|
|
|
1,800
|
|
|
71,800
|
|
Florida
|
|
2,000
|
|
|
—
|
|
|
2,000
|
|
Georgia
|
|
248,000
|
|
|
24,500
|
|
|
272,500
|
|
North Carolina
|
|
100
|
|
|
—
|
|
|
100
|
|
South Carolina
|
|
74,000
|
|
|
—
|
|
|
74,000
|
|
Tennessee
|
|
300
|
|
|
—
|
|
|
300
|
|
|
|
394,400
|
|
|
26,300
|
|
|
420,700
|
|
Pacific Northwest
|
|
|
|
|
|
|
|||
Oregon
|
|
18,100
|
|
|
—
|
|
|
18,100
|
|
Total
|
|
412,500
|
|
|
26,300
|
|
|
438,800
|
|
(1)
|
Represents wholly-owned acreage only; excludes ownership interest in acreage acquired by joint ventures.
|
(in millions)
|
|
Tons
|
||||
Merchantable timber inventory: (1)
|
|
Fee
|
|
Lease
|
|
Total
|
Pulpwood
|
|
7.9
|
|
0.5
|
|
8.4
|
Sawtimber (2)
|
|
8.6
|
|
0.4
|
|
9.0
|
Total
|
|
16.5
|
|
0.9
|
|
17.4
|
(1)
|
Merchantable timber inventory does not include current year growth. Pacific Northwest merchantable timber inventory is converted from MBF to tons using a factor of eight.
|
(2)
|
Includes chip-n-saw and sawtimber.
|
|
As of September 30, 2019
|
||
|
Dawsonville Bluffs Joint Venture
|
|
Triple T Joint Venture
|
Ownership percentage
|
50.0%
|
|
21.6% (1)
|
Acreage owned by the joint venture
|
65
|
|
1,094,000
|
Merchantable timber inventory (tons)
|
2,500
|
|
40.3 million (2)
|
Location
|
Georgia
|
|
Texas
|
(1)
|
Represents our share of total partner capital contributions.
|
(2)
|
Merchantable timber inventory does not include current year growth.
|
(dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Facility Name
|
|
Maturity Date
|
|
Interest Rate(1)
|
|
Unused Commitment Fee
|
|
Total Availability
|
|
Outstanding Balance
|
|
Remaining Availability
|
||||||
Revolving Credit Facility
|
|
12/1/2022
|
|
LIBOR + 2.20%
|
|
0.35%
|
|
$
|
35,000
|
|
|
$
|
—
|
|
|
$
|
35,000
|
|
Multi-Draw Term Facility
|
|
12/1/2024
|
|
LIBOR + 2.20%
|
|
0.35%
|
|
200,000
|
|
|
49,936
|
|
|
150,064
|
|
|||
Term Loan A-1
|
|
12/23/2024
|
|
LIBOR + 1.75%
|
|
N/A
|
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|||
Term Loan A-2
|
|
12/1/2026
|
|
LIBOR + 1.90%
|
|
N/A
|
|
100,000
|
|
|
100,000
|
|
|
—
|
|
|||
Term Loan A-3
|
|
12/1/2027
|
|
LIBOR + 2.00%
|
|
N/A
|
|
68,619
|
|
|
68,619
|
|
|
—
|
|
|||
Term Loan A-4
|
|
8/22/2025
|
|
LIBOR + 1.70%
|
|
N/A
|
|
140,000
|
|
|
140,000
|
|
|
$
|
—
|
|
||
Total
|
|
|
|
|
|
|
|
$
|
643,619
|
|
|
$
|
458,555
|
|
|
$
|
185,064
|
|
(1)
|
The applicable LIBOR margin on the Revolving Credit Facility and the Multi-Draw Term Facility ranges from a base rate plus between 0.50% to 1.20% or a LIBOR rate plus 1.50% to 2.20%, depending on the LTV ratio. The unused commitment fee rates also depend on the LTV ratio.
|
•
|
limit the LTV ratio to (i) 50% at any time prior to December 31, 2021, and (ii) 45% at any time thereafter;
|
•
|
require maintenance of a FCCR of not less than 1.05:1.00 at any time;
|
•
|
require maintenance of a minimum liquidity balance of no less than $25.0 million at any time; and
|
•
|
limit the aggregate capital expenditures to 1% of the value of the timberlands during any fiscal year.
|
Declaration Date
|
|
Record Date
|
|
Payment Date
|
|
Distribution Per Share
|
February 14, 2019
|
|
February 28, 2019
|
|
March 15, 2019
|
|
$0.135
|
May 2, 2019
|
|
May 31, 2019
|
|
June 14, 2019
|
|
$0.135
|
August 1, 2019
|
|
August 30, 2019
|
|
September 13, 2019
|
|
$0.135
|
|
Three Months Ended September 30,
|
|
Change
|
|||||||
|
2019
|
|
2018
|
|
%
|
|||||
Timber sales volume (tons) (1)
|
|
|
|
|
|
|||||
Pulpwood
|
372,389
|
|
|
343,120
|
|
|
9
|
%
|
||
Sawtimber (2)
|
237,385
|
|
|
185,470
|
|
|
28
|
%
|
||
|
609,774
|
|
|
528,590
|
|
|
15
|
%
|
||
|
|
|
|
|
|
|||||
Harvest Mix (1)
|
|
|
|
|
|
|||||
Pulpwood
|
61
|
%
|
|
65
|
%
|
|
|
|||
Sawtimber (2)
|
39
|
%
|
|
35
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Delivered % as of total volume (1)
|
64
|
%
|
|
79
|
%
|
|
|
|||
Stumpage % as of total volume (1)
|
36
|
%
|
|
21
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Net timber sales price (per ton) (1) (3)
|
|
|
|
|
|
|||||
Pulpwood
|
$
|
14
|
|
|
$
|
13
|
|
|
3
|
%
|
Sawtimber (2)
|
$
|
24
|
|
|
$
|
24
|
|
|
—
|
%
|
|
|
|
|
|
|
|||||
Timberland sales
|
|
|
|
|
|
|||||
Gross sales (000's)
|
$
|
2,264
|
|
|
$
|
3,818
|
|
|
(41
|
)%
|
Sales volume (acres)
|
1,100
|
|
|
1,900
|
|
|
(46
|
)%
|
||
% of fee acres
|
0.2
|
%
|
|
0.4
|
%
|
|
|
|
||
Sales price (per acre)
|
$
|
2,166
|
|
|
$
|
1,967
|
|
|
10
|
%
|
|
|
|
|
|
|
|||||
Large Dispositions (4)
|
|
|
|
|
|
|||||
Gross sales (000's)
|
$
|
19,920
|
|
|
$
|
—
|
|
|
|
|
Sales volumes (acres)
|
10,800
|
|
|
—
|
|
|
|
|||
Sales price (per acre)
|
$
|
1,845
|
|
|
$
|
—
|
|
|
|
|
Gain on large disposition (000's)
|
$
|
7,197
|
|
|
$
|
—
|
|
|
|
(1)
|
Excludes 24,000 tons harvested from the Bandon Property in the Pacific Northwest, which generated timber sales revenue of $1.8 million. The Bandon Property was acquired at the end of August 2018. Total volume harvested from the Bandon Property for the three months ended September 30, 2019 accounted for less than 4% of our total harvest volume.
|
(2)
|
Includes chip-n-saw and sawtimber.
|
(3)
|
Prices per ton are rounded to the nearest dollar and shown on a stumpage basis (i.e., net of contract logging and hauling costs) and, as such, the sum of these prices multiplied by the tons sold does not equal timber sales in the accompanying consolidated statements of operations for the three months ended September 30, 2019 and 2018.
|
(4)
|
Large dispositions are sales of large blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value.
|
|
Nine Months Ended September 30,
|
|
Change
|
|||||||
|
2019
|
|
2018
|
|
%
|
|||||
Timber sales volume (tons) (1)
|
|
|
|
|
|
|||||
Pulpwood
|
969,702
|
|
|
1,038,687
|
|
|
(7
|
)%
|
||
Sawtimber (2)
|
602,243
|
|
|
625,312
|
|
|
(4
|
)%
|
||
|
1,571,945
|
|
|
1,663,999
|
|
|
(6
|
)%
|
||
|
|
|
|
|
|
|||||
Harvest Mix (1)
|
|
|
|
|
|
|||||
Pulpwood
|
62
|
%
|
|
62
|
%
|
|
|
|||
Sawtimber (2)
|
38
|
%
|
|
38
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Delivered % as of total volume (1)
|
72
|
%
|
|
81
|
%
|
|
|
|||
Stumpage % as of total volume (1)
|
28
|
%
|
|
19
|
%
|
|
|
|||
|
|
|
|
|
|
|||||
Net timber sales price (per ton) (1) (3)
|
|
|
|
|
|
|||||
Pulpwood
|
$
|
14
|
|
|
$
|
14
|
|
|
3
|
%
|
Sawtimber (2)
|
$
|
24
|
|
|
$
|
24
|
|
|
3
|
%
|
|
|
|
|
|
|
|||||
Timberland sales
|
|
|
|
|
|
|||||
Gross sales (000's)
|
$
|
12,578
|
|
|
$
|
14,904
|
|
|
(16
|
)%
|
Sales volume (acres)
|
6,000
|
|
|
7,200
|
|
|
(18
|
)%
|
||
% of fee acres
|
1.4
|
%
|
|
1.5
|
%
|
|
|
|||
Sales price (per acre)
|
$
|
2,114
|
|
|
$
|
2,063
|
|
|
2
|
%
|
|
|
|
|
|
|
|||||
Large dispositions (4)
|
|
|
|
|
|
|||||
Gross sales (000's)
|
$
|
25,395
|
|
|
$
|
—
|
|
|
|
|
Sales volumes (acres)
|
14,400
|
|
|
—
|
|
|
|
|||
Sales price (per acre)
|
$
|
1,758
|
|
|
$
|
—
|
|
|
|
|
Gain on large dispositions (000's)
|
$
|
7,961
|
|
|
$
|
—
|
|
|
|
(1)
|
Excludes 43,300 tons harvested from the Bandon Property in the Pacific Northwest, which generated timber sales revenue of $3.5 million. The Bandon Property was acquired at the end of August 2018. Total volume harvested from the Bandon Property for the nine months ended September 30, 2019 accounted for less than 3% of our total harvest volume.
|
(2)
|
Includes chip-n-saw and sawtimber.
|
(3)
|
Prices per ton are rounded to the nearest dollar and shown on a stumpage basis (i.e., net of contract logging and hauling costs) and, as such, the sum of these prices multiplied by the tons sold does not equal timber sales in the accompanying consolidated statements of operations for the nine months ended September 30, 2019 and 2018.
|
(4)
|
Large dispositions are sales of large blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value.
|
|
Three Months Ended
September 30, 2018
|
|
Changes attributable to:
|
|
Three Months Ended
September 30, 2019
|
||||||||||
(in thousands)
|
|
Price/Mix
|
|
Volume (3)
|
|
||||||||||
Timber sales (1)
|
|
|
|
|
|
|
|
||||||||
Pulpwood
|
$
|
9,359
|
|
|
$
|
353
|
|
|
$
|
44
|
|
|
$
|
9,756
|
|
Sawtimber (2)
|
7,383
|
|
|
688
|
|
|
1,879
|
|
|
9,950
|
|
||||
|
$
|
16,742
|
|
|
$
|
1,041
|
|
|
$
|
1,923
|
|
|
$
|
19,706
|
|
(1)
|
Timber sales are presented on a gross basis. Timber sales revenue from delivered sales includes logging and hauling costs that customers pay for deliveries.
|
(2)
|
Includes chip-n-saw and sawtimber.
|
(3)
|
Changes in timber sales revenue related to properties acquired or disposed within the last 12 months are attributed to volume changes.
|
|
Nine Months Ended
September 30, 2018
|
|
Changes attributable to:
|
|
Nine Months Ended
September 30, 2019
|
||||||||||
(in thousands)
|
|
Price/Mix
|
|
Volume (3)
|
|
||||||||||
Timber sales (1)
|
|
|
|
|
|
|
|
||||||||
Pulpwood
|
$
|
29,294
|
|
|
$
|
853
|
|
|
$
|
(3,419
|
)
|
|
$
|
26,728
|
|
Sawtimber (2)
|
23,846
|
|
|
196
|
|
|
1,760
|
|
|
25,802
|
|
||||
|
$
|
53,140
|
|
|
$
|
1,049
|
|
|
$
|
(1,659
|
)
|
|
$
|
52,530
|
|
(1)
|
Timber sales are presented on a gross basis. Timber sales revenue from delivered sales includes logging and hauling costs that customers pay for deliveries.
|
(2)
|
Includes chip-n-saw and sawtimber.
|
(3)
|
Changes in timber sales revenue related to properties acquired or disposed within the last 12 months are attributed to volume changes.
|
•
|
Adjusted EBITDA does not reflect our capital expenditures, or our future requirements for capital expenditures;
|
•
|
Adjusted EBITDA does not reflect changes in, or our interest expense or the cash requirements necessary to
|
•
|
Although depletion is a non-cash charge, we will incur expenses to replace the timber being depleted in the
|
•
|
Although HLBV income and losses are primarily hypothetical and non-cash in nature, Adjusted EBITDA does not reflect cash income or losses from unconsolidated joint ventures for which we use the HLBV method of accounting to determine our equity in earnings.
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(20,557
|
)
|
|
$
|
(78,899
|
)
|
|
$
|
(81,517
|
)
|
|
$
|
(83,789
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depletion
|
8,235
|
|
|
6,224
|
|
|
19,533
|
|
|
19,884
|
|
||||
Basis of timberland sold, lease terminations and other (1)
|
1,854
|
|
|
2,983
|
|
|
10,329
|
|
|
10,771
|
|
||||
Amortization (2)
|
299
|
|
|
493
|
|
|
986
|
|
|
2,532
|
|
||||
Depletion, amortization, basis of timberland, mitigation credits sold included in loss from unconsolidated joint venture (3)
|
3,152
|
|
|
39
|
|
|
3,547
|
|
|
3,885
|
|
||||
HLBV loss from unconsolidated joint venture (4)
|
25,712
|
|
|
76,755
|
|
|
81,800
|
|
|
76,755
|
|
||||
Stock-based compensation expense
|
803
|
|
|
610
|
|
|
1,952
|
|
|
2,171
|
|
||||
Interest expense (2)
|
4,220
|
|
|
3,883
|
|
|
12,987
|
|
|
8,754
|
|
||||
Gain on large dispositions (5)
|
(7,197
|
)
|
|
—
|
|
|
(7,961
|
)
|
|
—
|
|
||||
Other (6)
|
1
|
|
|
(632
|
)
|
|
115
|
|
|
(597
|
)
|
||||
Adjusted EBITDA
|
$
|
16,522
|
|
|
$
|
11,456
|
|
|
$
|
41,771
|
|
|
$
|
40,366
|
|
(1)
|
Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.
|
(2)
|
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.
|
(3)
|
Reflects our share of depletion, amortization, and basis of timberland and mitigation credits sold of the unconsolidated Dawsonville Bluffs Joint Venture.
|
(4)
|
Reflects HLBV (income) losses from the Triple T Joint Venture, which is determined based on a hypothetical liquidation of the underlying joint venture at book value as of the reporting date.
|
(5)
|
Large dispositions are sales of large blocks of timberland properties in one or several transactions with the objective to generate proceeds to fund capital allocation priorities. Large dispositions are typically larger transactions in acreage and gross sales price than recurring HBU sales and are not part of core operations, are infrequent in nature and would cause material variances in comparative results if not reported separately. Large dispositions may or may not have a higher or better use than timber production or result in a price premium above the land’s timber production value.
|
(6)
|
Includes certain cash expenses paid, or reimbursement received, that management believes do not directly reflect the core business operations of our timberland portfolio on an on-going basis, including costs required to be expensed by GAAP related to acquisitions, transactions, joint ventures or new business initiatives.
|
|
|
Expected Maturity Date
|
|
|
||||||||||||||||||||||
(dollars in thousands)
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||
Maturing debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Variable-rate debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$108,555
|
|
$108,555
|
||
Effectively fixed-rate debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$350,000
|
|
$350,000
|
||
Average interest rate: (1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Variable-rate debt
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.03
|
%
|
|
4.03
|
%
|
|||||
Effectively fixed-rate debt
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
4.26
|
%
|
|
4.26
|
%
|
PART II.
|
OTHER INFORMATION
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
|
Total Number of Shares Repurchased (2)
|
|
Average Price Paid per Share (2)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
|
|
Average Price Paid per Share (1)
|
|
Maximum Number (Or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (1)
|
|||||||||
July 1 - July 31
|
|
57,562
|
|
|
$
|
10.32
|
|
|
57,562
|
|
|
$
|
10.32
|
|
|
$
|
15.7
|
|
million
|
August 1 - August 31
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
million
|
September 1 - September 30
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
15.7
|
|
million
|
Total
|
|
57,562
|
|
|
|
|
57,562
|
|
|
|
|
|
|
(1)
|
See Item 2— Management Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital
|
(2)
|
Includes shares purchased as part of our SRP.
|
|
|
CATCHMARK TIMBER TRUST, INC.
(Registrant)
|
||
|
|
|
|
|
Date:
|
October 31, 2019
|
By:
|
|
/s/ Brian M. Davis
|
|
|
|
|
Brian M. Davis
President and Chief Financial Officer
(Principal Financial Officer)
|
1 Year CatchMark Timber Chart |
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