Real-time Form 4 intelligence. Smarter insider tracking.
YoY shift: Lean +
Year-over-year tone shift - average net-tone change across Risk Factors and MD&A vs the prior 10-K. This filing is 0.36pp more bullish than last year's.
Why YoY instead of absolute: the LM lexicon has ~6.6× more negative words than positive (legal/risk-disclosure language is heavy on hedging), so every 10-K reads bearish on raw tone. Year-over-year change strips that bias and surfaces the actual shift in management's framing.
Tone shift by section
The two components the gauge averages: how Risk Factors and MD&A each shifted in net tone versus last year's 10-K. The headline above is their average, so a green needle over a soft section just means the other section carried it.
Risk Factors
+0.14pp
Flat
Net-tone change vs last year's 10-K.
MD&A
+0.58pp
Lean +
Net-tone change vs last year's 10-K.
Per-snippet highlights
Sentence-level sentiment highlighting with category and subcategory filters is coming once the snippet-scoring pipeline lands. For now, dig into the actual section text on the Sections tab.
Language change vs prior 10-K
Risk Factors (Item 1A) - words with the biggest YoY frequency increase
Negative rising
discontinued+1
shortages+1
shutting+1
strains+1
mismatches+1
Positive rising
effective+2
efficiently+1
Risk Factors (Item 1A)
14,685 words
ITEM 1A. RISK FACTORS
Below are some of the risks and uncertainties that could cause our actual results and future events to differ materially from those set forth or contemplated in our forward-looking statements. The risks and uncertainties described below are not the only ones we face but do represent those risks and uncertainties that we believe are material to our business, operating results, prospects and financial condition. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also harm our business.
Risks Related to Our Business and Operations
The cyclical nature of the forest products industry could impair our operating results.
Our operating results are affected by the cyclical nature of the forest products industry. Our operating results depend on timber prices that can experience significant variation and that have been historically volatile. Like other participants in the forest products industry, we have limited direct influence over the timing and extent of price changes for cellulose fiber, timber, and wood products. Although some of the supply agreements we have or expect to enter into in the future fix the price of our harvested timber for a period of time, these contracts may not protect us from the long-term effects of price declines and may restrict our ability to take of price increases.
Language change vs prior 10-K
MD&A (Item 7) - words with the biggest YoY frequency increase
Negative rising
impairment+1
adverse+1
terminated+1
restated+1
liquidating+1
Positive rising
gain+7
despite+3
achieved+3
gains+3
strong+2
MD&A (Item 7)
8,994 words
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our accompanying consolidated financial statements and notes thereto in Item 8 — Financial Statement and Supplementary Data . See also “Cautionary Note Regarding Forward-Looking Statements ” preceding Part I.
Overview
We continued to execute our strategy of owning and operating prime timberlands located in leading mill markets and optimizing harvest operations through delivered wood sales and opportunistic stumpage sales in 2021. During the year, we achieved our operating performance targets and further improved our capital position and leverage profile, all while making significant progress in furthering our long-term strategic objectives. Our fiber supply agreements, delivered wood model and opportunistic stumpage sales were primary performance drivers, generating stable and predictable cash flows that, combined with revenues from opportunistic land sales and asset management fees, covered recurring dividends to our stockholders. We continued to actively manage our timberlands to an optimum balance among biological timber growth, current harvest cash flow, and responsible environmental stewardship. In addition, we several significant milestones during 2021 furthering our long-term strategic objectives, including refocusing our operations on direct ownership of prime timberlands in the U.S. South, where we are working to expand our presence in our mill markets.
The demand for timber and wood products is affected primarily by the level of new residential construction activity, repair and remodeling activity, the supply of manufactured timber products, including imports of timber products, and to a lesser extent, other commercial and industrial uses. The demand for timber also is affected by the demand for wood chips in the pulp and paper markets and for hardwood in the furniture and other hardwood industries. The
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demand for cellulose fiber is related to the demand for disposable products such as diapers and feminine hygiene products. These activities are, in turn, subject to fluctuations due to, among other factors:
• changes in domestic and international economic conditions;
• interest and currency rates;
• population growth and changing demographics; and
• seasonal weather cycles (for example, dry summers and wet winters).
Decreases in the level of residential construction activity generally reduce demand for logs and wood products. This can result in lower revenues, profits, and cash flows. In addition, increases in the supply of logs and wood products at both the local and national level can lead to downward pressure on prices during favorable price environments. Timber owners generally increase production volumes for logs and wood products during favorable price environments. Such increased production, however, when coupled with even modest declines in demand for these products in general, could lead to oversupply and lower prices. Oversupply can result in lower revenues, profits, and cash flows to us and could negatively impact our results of operations.
If we are unable to find suitable investments or pay too much for properties, we may not be able to achieve our investment objectives, and the returns on our investments will be lower than they otherwise would be.
A key component of both our business and growth strategies is to pursue timberland acquisition opportunities. Our ability to identify and acquire desirable timberlands depends upon the performance of our management team in the selection of our investments. We also face significant competition in pursuing timberland investments from other REITs; real estate limited partnerships, pension funds and their advisors; bank and insurance company investment accounts; school and university endowments; individuals; and other entities. The market for high-quality timberland is highly competitive given how infrequently such assets become available for purchase. As a result, many real estate investors have built up their cash positions and face aggressive competition to purchase quality timberland assets. A significant number of entities and resources competing for high-quality timberland properties support relatively high acquisition prices for such properties, which may reduce the number of acquisition opportunities available to, or affordable for, us and could put pressure on our profitability and our ability to pay distributions to stockholders. In addition, our future acquisitions, if any, may not perform in accordance with our expectations due to lower merchantable inventory, lower product pricing or other factors. Finally, we anticipate financing these acquisitions through proceeds from debt or equity offerings (including offerings of partnership units by our operating partnership), borrowings, cash from operations, proceeds from asset dispositions, or any combination thereof, and our inability to finance acquisitions on favorable terms or the failure of any acquisitions to conform to our expectations could adversely affect our results of operations. We cannot assure you that we will be successful in obtaining suitable investments on financially attractive terms, that we will be able to finance the purchase of such investments or that, if we make investments, our objectives will be achieved.
We depend on external sources of capital for future growth, and our ability to access capital markets may be restricted.
Our ability to finance our growth is, to a significant degree, dependent on external sources of capital. Our ability to access such capital on favorable terms could be hampered by a number of factors, many of which are outside of our control, including, without limitation, a decline in general market conditions, decreased market liquidity, increases in interest rates, an unfavorable market perception of our growth potential, including our joint venture strategy, a decrease in our current or estimated future earnings, or a decrease in the market price of our common stock. In addition, our ability to access additional capital may be limited by the terms of our bylaws, which restrict our incurrence of debt in some circumstances, and by our existing indebtedness, which, among other things, restricts our incurrence of additional debt and, in some circumstances, the payment of dividends. Any of these factors, individually or in combination, could prevent us from being able to obtain the capital we require on terms that are acceptable to us or at all, and the failure to obtain necessary capital could materially adversely affect our future growth.
Our cash distributions are not guaranteed and may fluctuate.
Our board of directors, in its sole discretion, determines the amount of the distributions (including the determination of whether to retain net capital gains income) to be paid to our stockholders. Our board of directors will determine
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whether to authorize a distribution and the amount of such distribution based on its consideration of a number of factors including, but not limited to, our results of operations, cash flow and capital requirements, economic conditions, tax considerations, borrowing capacity and other factors, including future acquisitions and divestitures, harvest levels, changes in the price and demand for our products and general market demand for timberlands, including HBU timberlands and debt covenant restrictions that may impose limitations on cash payments. In addition, our board of directors may choose to retain operating cash flow for investment purposes, working capital reserves or other purposes, and these retained funds, although increasing the value of our underlying assets, may not correspondingly increase the market price of our common stock. Consequently, our distribution levels may fluctuate. Our failure to meet market expectations with regard to future cash distributions likely would adversely affect the market price of our common stock.
Large-scale increases in the supply of timber may affect timber prices and reduce our revenues.
The supply of timber available for sale in the market could increase for a number of reasons, including producers introducing new capacity or increasing harvest levels. Some governmental agencies, principally the U.S. Department of Agriculture’s Forest Service (the “U.S.D.A. Forest Service”) and the U.S. Department of the Interior’s Bureau of Land Management, own large amounts of timberlands. If these agencies choose to sell more timber from their holdings than they have been selling in recent years, timber prices could fall and our revenues could be reduced. Any large reduction in the revenues we expect to earn from our timberlands would reduce the returns, if any, we are able to achieve for our stockholders.
We depend on FRC and AFM to manage our timberlands, and a loss of the services of one or both of them could jeopardize our ongoing operations.
We are party to timberland operating agreements with FRC and AFM (together, our “Forest Managers”), which are renewable on an annual basis. Pursuant to these agreements, we depend upon our Forest Managers to manage and operate our timberlands and related timber operations and to ensure delivery of timber to our customers. To the extent we lose the services of our Forest Managers, we are unable to retain the services of our Forest Managers at reasonable prices, or our Forest Managers do not perform the services in accordance with the timberland operating agreements, our results of operations may be adversely affected.
We depend on third parties for logging and transportation services, and increases in the costs or decreases in the availability of quality service providers could adversely affect our business.
We depend on logging and transportation services provided by third parties, primarily by truck. If any of our transportation providers were to fail to deliver timber supply or logs to our customers in a timely manner or were to damage timber supply or logs during transport, we may be unable to sell it at full value, or at all. During the COVID-19 pandemic the country has experienced major supply chain shortages, which included many logging and trucking contractors permanently shutting down their operations. As harvest levels have returned to higher levels with the increase in U.S. housing starts, this shortage of logging contractors has resulted in sharp increases in logging costs and in the availability of logging contractors. It is expected that the supply of qualified logging contractors will be impacted by the availability of debt financing for equipment purchases as well as a sufficient supply of adequately trained loggers and drivers. As housing starts continue to increase, harvest levels are expected to increase, sawmills and pulp mills are anticipated to run more efficiently placing more pressure on the existing supply of logging contractors. Any significant failure or unavailability of third-party logging or transportation providers, or increases in transportation rates or fuel costs, may result in higher logging costs or the inability to capitalize on stronger log prices to the extent logging contractors cannot be secured at a competitive cost. Such events could harm our reputation, negatively affect our customer relationships and adversely affect our business.
Our real estate investment activity is concentrated in timberlands, making us more vulnerable economically than if our investments were diversified.
We have only acquired interests in timberlands and expect to make additional timberlands acquisitions in the future. We are subject to risks inherent in concentrating investments in real estate. The risks resulting from a lack of diversification become even greater as a result of our strategy to invest primarily, if not exclusively, in timberlands. A downturn in the real estate industry generally or the timber or forest products industries specifically could reduce the value of our properties and could require us to recognize impairmentlosses from our properties. A downturn in the timber or forest products industries also could prevent our customers from making payments to us and,
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consequently, would prevent us from meeting debt service obligations or making distributions to our stockholders. The risks we face may be more pronounced than if we diversified our investments outside real estate or outside timberlands.
Our timberlands are located in the U.S. South, and adverse economic and other developments in this area could have a material adverse effect on us.
Our timberlands are all located in the U.S. South. As a result, we may be susceptible to adverse economic and other developments in this region, including industry slowdowns, business layoffs or downsizing, relocations of businesses, changes in demographics, increases in real estate and other taxes and increased regulation, any of which could have a material adverse effect on us.
In addition, the geographic concentration of our property makes us more susceptible to adverse impacts from a single natural disaster such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding and other factors that could negatively impact our timber production.
As a relatively small public company, our general and administrative expenses are a larger percentage of our total revenues than many other public companies, which may have a greater effect on our financial performance and may reduce cash available for distribution to our stockholders.
Our total assets as of December 31, 2021 were $507.3 million and our revenues for the year ended December 31, 2021 were $102.2 million. Because our company is smaller than many other publicly-traded REITs, our general and administrative expenses are, and will continue to be, a larger percentage of our total revenues than many other public companies. If we are unable to access external sources of capital and grow our business, our general and administrative expenses will have a greater effect on our financial performance and may reduce the amount of cash flow available for distribution to our stockholders.
We have recently experienced net losses and may experience losses again in the future.
From our inception through the end of 2021, other than in 2014 and 2021, we have incurred net losses. If we are unable to generate net income in the future, and continue to incur net losses, our financial condition, results of operations, cash flows, and our ability to service our indebtedness and make distributions to our stockholders could be materially and adversely affected, which could adversely affect the market price of our common stock.
Increased competition from a variety of substitute products could lead to declines in demand for wood products and negatively impact our business.
Wood products are subject to increased competition from a variety of substitute products, including products made from engineered wood composites, fiber and cement composites, plastics and steel, as well as import competition from other worldwide suppliers. This could result in lower demand for wood products and impair our operating results.
We are subject to the credit risk of our customers. The failure of any of our customers to make payments due to us under supply agreements could have an adverse impact on our financial performance.
Current and future customers who agree to purchase our timber under supply contracts will range in credit quality from high to low. We assume the full credit risk of these parties, as we have no payment guarantees under the contract or insurance if one of these parties fails to make payments to us. While we intend to continue acquiring timberlands in well-developed and active timber markets with access to numerous customers, we may not be successful in this endeavor. Depending upon the location of any additional timberlands we acquire and the supply agreements we enter into, our supply agreements may be concentrated among a small number of customers. Even though we may have legal recourse under our contracts, we may not have any practical recourse to recover payments from some of our customers if they default on their obligations to us. Any bankruptcy or insolvency of our customers, or failure or delay by these parties to make payments to us under our agreements, would cause us to lose the revenue associated with these payments and adversely impact our cash flow, financial condition, and results of operations.
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We are substantially dependent on our business relationship with WestRock, and our continued success will depend on WestRock’s economic performance.
The Mahrt Timber Agreements we are party to with WestRock provide that we will sell specified amounts of timber to WestRock, subject to market pricing adjustments and certain early termination rights of the parties. The Mahrt Timber Agreements are intended to 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 us with a reliable customer for the timber from our timberlands. Our financial performance is substantially dependent on the economic performance of WestRock as a consumer of our timber. Approximately 11% of our net timber sales revenue for 2021 was derived from the Mahrt Timber Agreements. If WestRock becomes unable to purchase the required minimum amount of timber from us, there could be a material adverse effect on our business and financial condition.
In addition, in the event of a force majeure impacting WestRock, which is defined by the Mahrt Timber Agreements to include, among other things, lightning, fires, storms, floods, infestation, other acts of God or nature, power failures and labor strikes or lockouts by employees, the amount of timber that WestRock is required to purchase in the calendar year would be reduced pro rata based on the period during which the force majeure was in effect and continuing. If the force majeure is in effect and continuing for 15 days or more, WestRock would not be required to purchase the timber that was not purchased during the force majeure period. If the force majeure is in effect and continuing for fewer than 15 days, WestRock would have up to 180 days after the termination of the force majeure period to purchase the timber that was not purchased during the force majeure period. As a result, the occurrence of a force majeure under the terms of the Mahrt Timber Agreements could adversely impact our business and financial condition.
We intend to sell portions of our timberlands, because they are HBU properties, in response to changing conditions or to fund capital allocation priorities, but if we are unable to sell these timberlands promptly or at the price that we anticipate, our land sale revenues may be reduced, which could reduce the cash available for distribution to our stockholders or our ability to fund new investments, the repayment of debt or the repurchase of our shares.
On an annual basis, we intend to sell up to 3% of our fee timberland acreage, primarily timberlands that we have determined have become more valuable for development, recreational, conservation and other uses than for growing timber, which we refer to as HBU properties. We intend to use the proceeds from these sales to support our distributions to our stockholders. From time to time, we have sold blocks of timberland properties under a capital recycling program in order to generate proceeds to fund capital allocation priorities, including, but not limited to redeployment into more desirable timberland investments, paying down outstanding debt, or repurchasing shares of our common stock. We may also sell portions of our timberland from time to time in response to changing economic, financial or investment conditions. Because timberlands are relatively illiquid investments, our ability to promptly sell timberlands is limited. The following factors, among others, may adversely affect the timing and amount of our income generated by sales of our timberlands:
• general economic conditions;
• availability of funding for developers, conservation organizations, governmental agencies, individuals and others to purchase our timberlands for recreational, conservation, residential or other purposes;
• local real estate market conditions, such as oversupply of, or reduced demand for, properties sharing the same or similar characteristics as our timberlands;
• competition from other sellers of land and real estate developers;
• weather conditions or natural disasters having an adverse effect on our properties;
• relative illiquidity of real estate investments;
• forestry management costs associated with maintaining and managing timberlands;
• changes in interest rates and in the availability, cost and terms of debt financing;
• impact of federal, state and local land use and environmental protection laws;
• changes in governmental laws and regulations, fiscal policies and zoning ordinances, and the related costs of compliance with laws and regulations, fiscal policies and ordinances; and
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• the potential need to delay sales in order to minimize the risk that gains would be subject to the 100% prohibited transactions tax.
In acquiring timberlands and in entering into long-term supply agreements, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These factors and any others that would impede our ability to respond quickly to market opportunities could adversely impact our results of operations and reduce our cash available to pay distributions to our stockholders.
Uninsuredlosses relating to the timberlands we own and may acquire may reduce our stockholders’ returns.
The volume and value of timber that can be harvested from the timberlands we own and may acquire may be limited by natural disasters such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding, and other weather conditions and natural disasters, as well as other causes such as theft, trespass, condemnation or other casualty. We do not maintain insurance for any loss to our standing timber from natural disasters or other causes. Any losses of revenue from the loss of such timber and any funds used to restore such losses would reduce cash available for distributions to our stockholders.
Harvesting our timber may be subject to limitations that could adversely affect our results of operations.
Our primary assets are our timberlands. Weather conditions, timber growth cycles, property access limitations, availability of contract loggers and haulers, and regulatory requirements associated with the protection of wildlife and water resources or related to climate change may restrict our ability to harvest our timberlands. Other factors that may restrict our timber harvest include damage to our standing timber by fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding and other weather conditions and natural disasters. Changes in global climate conditions could intensify one or more of these factors. Although damage from such causes usually is localized and affects only a limited percentage of standing timber, there can be no assurance that any damage affecting our timberlands will in fact be so limited. Furthermore, we may choose to invest in timberlands that are intermingled with sections of federal land managed by the U.S.D.A. Forest Service or other private owners. In many cases, access might be achieved only through a road or roads built across adjacent federal or private land. In order to access these intermingled timberlands, we would need to obtain either temporary or permanent access rights to these lands from time to time. Our revenue, net income, and cash flow from our operations will be dependent to a significant extent on the continued ability to harvest timber on our timberlands at adequate levels and in a timely manner. Therefore, if we were to be restricted from harvesting on a significant portion of our timberlands for a prolonged period of time, or if material damage to a significant portion of our standing timber were to occur, then our results of operations could be adversely affected.
We face possible liability for environmental clean-up costs and wildlife protection laws related to the timberlands we acquire, which could increase our costs and reduce our profitability and cash distributions to our stockholders.
Our business is subject to laws, regulations, and related judicial decisions and administrative interpretations relating to, among other things, the protection of timberlands, endangered species, timber harvesting practices, recreation and aesthetics, and the protection of natural resources, air and water quality that are subject to change and frequently enacted. These changes may adversely affect our ability to harvest and sell timber and to remediate contaminated properties. We are subject to regulation under, among other laws, the Clean Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response Compensation and Liability Act of 1980, the National Environmental Policy Act and the Endangered Species Act, as well as comparable state laws and regulations. Violations of various statutory and regulatory programs that apply to our operations could result in civil penalties; damages, including natural resource damages; remediation expenses; potential injunctions; cease-and-desist orders; and criminalpenalties.
Laws and regulations protecting the environment have generally become more stringent in recent years and could become more stringent in the future. Some environmental statutes impose strict liability, rendering a person liable for environmental damage without regard to the person’s negligence or fault. We may acquire timberlands subject to environmental liabilities, such as clean-up of hazardous substance contamination and other existing or potential liabilities of which we are not aware, even after investigations of the properties. We may not be able to recover any of these liabilities from the sellers of these properties. The cost of these clean-ups could therefore increase our
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operating costs and reduce our profitability and cash available to make distributions to our stockholders. The existence of contamination or liability also may materially impair our ability to use or sell affected timberlands.
The Endangered Species Act and comparable state laws protect species threatened with possible extinction. At least one species present on our timberlands has been, and in the future more may be, protected under these laws. Protection of threatened and endangered species may include restrictions on timber harvesting, road-building, and other forest practices on private, federal, and state land containing the affected species. The size of the area subject to restriction varies depending on the protected species at issue, the time of year, and other factors, but can range from less than one acre to several thousand acres.
The Clean Water Act regulates the direct and indirect discharge of pollutants into the waters of the United States. Under the Clean Water Act, it is unlawful to discharge any pollutant from a “point source” into navigable waters of the United States without a permit obtained under the National Pollutant Discharge Elimination System (“NPDES”) permit program of the U.S. Environmental Protection Agency (the “EPA”). Storm water from roads supporting timber operations that is conveyed through ditches, culverts and channels are exempted by EPA rule from this permit requirement and Congress amended Section 402(1) of the Clean Water Act in 2014 to prohibit the requirement of NPDES permits for discharge of runoff associated with silvicultural activities conducted in accordance with standard industry practice, leaving those sources of water discharge to state regulation. The scope of these state regulations varies by state and are subject to change, legal challenges and legislative responses. To the extent we are subject to future federal or state regulation of storm water runoff from roads supporting timber operations, our operational costs to comply with such regulations could increase and our results of operations could be adversely affected.
Changes in climate conditions and governmental responses to such changes may affect our operations or planned future growth activities.
Scientific research indicates that emissions of greenhouse gases continue to alter the composition of the global atmosphere in ways that are affecting and are expected to continue affecting the global climate. Our operations and the operations of our contractors are subject to climate variations, which impact the productivity of forests, the frequency and severity of wildfires, the distribution and abundance of species, and the spread of disease or insect epidemics, which in turn may adversely or positively affect timber production. Over the past several years, changing weather patterns and climatic conditions due to natural and man-made causes have added to the unpredictability and frequency of natural disasters such as hurricanes, earthquakes, hailstorms, wildfires, snow, ice storms, the spread of disease, and insect infestations. Changes in precipitation resulting in droughts could make wildfires more frequent or more severe and could adversely affect timber production. Any of these natural disasters could affect our timberlands and our harvest operations which could have a material adverse effect on our results of operations.
Additionally, there continue to be increased concerns over climate change and environmental issues, as well as numerous international, U.S. federal and state-level initiatives and proposals to address domestic and global climate issues. These initiatives include proposals to regulate and/or tax the production of carbon dioxide and other greenhouse gases to facilitate the reduction of carbon compound emissions into the atmosphere and provide tax and other incentives to produce and use cleaner energy. Future legislation or regulatory activity in this area remains uncertain, and its effect on our operations is unclear at this time. We manage our timberland operations to be in compliance with applicable laws and regulations. However, it is possible that legislation or government mandates, standards or regulations intended to mitigate or reduce carbon dioxide or other greenhouse gas emissions or other climate change effects could adversely affect our operations. For example, such initiatives could limit harvest levels or result in significantly higher costs for energy, which could have an adverse effect on our results of operations.
Our estimates of the timber growth rates on our properties may be inaccurate, which would impair our ability to realize expected revenues from those properties and could also cause us to incorrectly estimate our timber inventory and the calculation of our depletion expense.
We rely upon estimates of the timber growth rates and yield when acquiring and managing timberlands. These estimates are central to forecasting our anticipated merchantable inventory, harvest volumes, timber revenues and expected cash flows. Growth rates and yield estimates are developed by forest statisticians using measurements of trees in research plots on a property. The growth equations predict the rate of height and diameter growth of trees so that foresters can estimate the volume of timber that may be present in the tree stand at a given age. Tree growth varies by soil type, geographic area, and climate. Inappropriate application of growth equations in forest management planning may lead to inaccurate estimates of future volumes. If these estimates are inaccurate, our ability to manage our timberlands in a profitable manner will be diminished, which may cause our results of
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operations to be adversely affected. Inaccurate estimates could also cause us to incorrectly calculate our depletion expense.
We may be unable to properly estimate non-timber revenues from any properties that we acquire, which would impair our ability to acquire attractive properties, as well as our ability to derive the anticipated revenues from those properties.
If we acquire additional properties, we likely will expect to realize revenues from timber and non-timber-related activities, such as recreational leases or environmental initiatives, including carbon credits, wetlands mitigation banking and solar projects. Non-timber activities can contribute significantly to the revenues that we derive from a particular property. We will rely on estimates to forecast the amount and extent of revenues from non-timber-related activities on our timberlands. If our estimates concerning the revenue from non-timber-related activities are incorrect, we may not be able to realize the projected revenues. If we are unable to realize the level of revenues that we expect from non-timber activities, our revenues from the underlying timberland would be less than expected and our results of operations and ability to make distributions to our stockholders may be negatively impacted.
Changes in assessments, property tax rates, and state property tax laws may reduce our net income and our ability to make distributions to our stockholders.
Our expenses may be increased by assessments of our timberlands and changes in property tax laws. We generally intend to hold our timberlands for a substantial period of time. Property values tend to increase over time, and as property values increase, the related property taxes generally also increase, which would increase the amount of taxes we pay. In addition, changes to state tax laws or local initiatives could also lead to higher tax rates on our timberlands. Because each parcel of a large timberland property is independently assessed for property tax purposes, our timberlands may receive a higher assessment and be subject to higher property taxes. In some cases, the cost of the property taxes may exceed the income that could be produced from that parcel if we continue to hold it as timberland. If our timberlands become subject to higher tax rates, such costs could have a material adverse effect on our financial condition, results of operations and ability to make distributions to our stockholders.
Changes in land uses in the vicinity of our timberlands may increase the amount of the property that we classify as HBU properties, and property tax regulations may reduce our ability to realize the values of those HBU properties.
An increase in the value of other properties in the vicinity of our timberlands may prompt us to sell parcels of our land as HBU properties. Local, county and state regulations may prohibit us from, or penalize us for, selling a parcel of timberland for real estate development. Some states regulate the number of times that a large timberland property may be subdivided within a specified time period, which would also limit our ability to sell our HBU property. In addition, in some states timberland is subject to certain property tax policies that are designed to encourage the owner of the timberland to keep the land undeveloped. These policies may result in lower taxes per acre for our timberlands as long as they are used for timber purposes only. However, if we sell a parcel of timberland in such states as HBU property, we may trigger tax penalties, which could require us to repay all of the tax benefits that we have received. Our inability to sell our HBU properties on terms that are favorable to us could negatively affect our financial condition and our ability to make distributions to our stockholders.
Changes in energy and fuel costs could affect our financial condition and results of operations.
Energy costs are a significant operating expense for our logging and hauling contractors and for the contractors who support the customers of our standing timber. Energy costs can be volatile and are susceptible to rapid and substantial increases due to factors beyond our control, such as changing economic conditions, political unrest, instability in energy-producing nations, and supply and demand considerations. Increases in the price of oil could adversely affect our business, financial condition and results of operations. In addition, an increase in fuel costs, and its impact on the cost and availability of transportation for our products and the cost and availability of third-party logging and hauling contractors, could have a material adverse effect on the operating costs of our contractors and our standing timber customers as well as in defining economically accessible timber stands. Such factors could in turn have a material adverse effect on our business, financial condition and results of operations.
Actions of joint venture partners could negatively impact our performance.
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We are party to the Dawsonville Bluffs Joint Venture and may enter into additional joint ventures in the future, including, but not limited to, joint ventures involving the ownership and management of timberlands. Such joint venture investments may involve risks not otherwise present with a direct investment in timberlands, including, without limitation:
• the risk that a joint venture may not be able to make payments under, or refinance on attractive terms or at all, its financing arrangements, including secured financings pursuant to which defaults could result in lenders foreclosing on the joint venture's assets;
• the risk that a joint venture partner may at any time have economic or business interests or goals which are, or which become, inconsistent with our business interests or goals;
• the risk that a joint venture partner may be in a position to take actions that are contrary to the agreed upon terms of the joint venture, our instructions or our policies or objectives;
• the risk that we may incur liabilities as a result of an action taken by a joint venture partner;
• the risk that disputes between us and a joint venture partner may result in litigation or arbitration that would increase our expenses and occupy the time and attention of our officers and directors;
• the risk that no joint venture partner may have the ability to unilaterally control the joint venture with respect to certain major decisions, and as a result an irreconcilableimpasse may be reached with respect to certain decisions;
• the risk that we may not be able to sell our interest in a joint venture when we desire to exit the joint venture, or at an attractive price; and
• the risk that, if we have a contractual right or obligation to acquire a joint venture partner’s ownership interest in the joint venture, we may be unable to finance such an acquisition if it becomes exercisable or we may be required to purchase such ownership interest at a time when it would not otherwise be in our best interest to do so.
The occurrence of any of the foregoing risks with respect to a joint venture could have an adverse effect on the financial performance of such joint venture, which could in turn have an adverse effect on our financial performance and the value of an investment in our company.
The effects of the ongoing COVID-19 pandemic, as well as any future pandemics or similar events, and the actions taken in response thereto may adversely impact our results of operations and financial condition and our ability to make distributions to our stockholders.
In December 2019, a coronavirus (COVID-19) outbreak was reported in China, and, in March 2020, the World Health Organization declared it a global pandemic. Since that time, the coronavirus has spread throughout the United States, including in the U.S. South we operate. The ongoing COVID-19 pandemic has caused significant economic disruption, which could worsen. As a result, there have been periodic adverse effects on the demand for our timber and wood products and disruptions to our supply chain and the manufacturing, distribution and export of our timber and wood products, all of which could worsen in the future. The COVID-19 pandemic may further impact our business, results of operations and financial condition, including as a result of:
• declines in harvest volumes due to:
◦ a deterioration in the housing market and a resulting decrease in demand for sawtimber;
◦ a decline in production level at mills due to instances of COVID-19 among their employees or decreased demand for their products; and
◦ the effects of COVID-19 on contract logging operations, transportation and other critical third-party providers;
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• the inability to complete timberland sales due to state and local government office closures limiting the ability of potential buyers to complete title searches and other customary due diligence;
• effects on key employees, including operational management personnel and those charged with preparing, monitoring and evaluating the companies’ financial reporting and internal controls; and
• market volatility and market downturnsnegatively impacting the trading of our common stock.
While the ongoing COVID-19 pandemic continues to rapidly evolve, the extent to which it may further impact us is highly uncertain and will depend on future developments that cannot be predicted with confidence. Such developments include, but are not limited to, the future rate of occurrence or mutation of COVID-19, the vaccination rate and the overall efficacy of the vaccines, especially as new strains of COVID-19 are discovered, continuation of or changes in governmental responses to the ongoing COVID-19 pandemic, and the effectiveness of responsive actions taken in the United States and other countries to contain and manage the disease.
Given the ongoing and dynamic nature of the circumstances, it is not possible to predict how long the impact of the coronavirus outbreak will last or how significant it will ultimately be to our business. A sustained decline in the economy as a result of the COVID-19 pandemic and the demand for timber could materially and adversely impact our business, results of operations and financial condition and our ability to make distributions to our stockholders. Any other pandemics or similar events in the future could also similarly have a material adverse effect on our results of operations, financial condition and ability to make distributions to our stockholders.
Risks Related to Our Organizational Structure
Our board of directors may change significant corporate policies without stockholder approval.
Our investment, financing, borrowing and distribution policies and our policies with respect to all other activities, including growth, debt, capitalization and operations, are determined by our board of directors. These policies may be amended or revised at any time and from time to time at the discretion of our board of directors without a vote of our stockholders. As a result, the ability of our stockholders to control our policies and practices is extremely limited. In addition, our board of directors may change our policies with respect to conflicts of interest provided that such changes are consistent with applicable legal and regulatory requirements, including the listing standards of the NYSE. A change in these policies could have an adverse effect on our financial condition, results of operations and cash flows, the trading price of our common stock, our ability to satisfy our debt service obligations, and our ability to make distributions to our stockholders.
Our board of directors may increase the number of authorized shares of stock and issue stock without stockholder approval, including in order to discourage a third party from acquiring our company in a manner that could result in a premium price to our stockholders.
Subject to applicable legal and regulatory requirements, our charter authorizes our board of directors, without stockholder approval, to amend our charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series, to authorize us to issue authorized but unissued shares of our common stock or preferred stock and to classify or reclassify any unissued shares of our common stock or preferred stock into other classes or series of stock and to set the preferences, rights and other terms of such classified or unclassified shares. As a result, we may issue series or classes of common stock or preferred stock with preferences, dividends, powers and rights, voting or otherwise, that are senior to, or otherwise conflict with, the rights of holders of our common stock. In addition, our board of directors could establish a series of preferred stock that could, depending on the terms of such series, delay, defer, or prevent a transaction or a change of control that might involve a premium price for our common stock or that our stockholders may believe is in their best interests.
In order to preserve our status as a REIT, our charter limits the number of shares a person may own, which may discourage a takeover that could otherwise result in a premium price for our common stock or otherwise benefit our stockholders.
Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT for U.S. federal income tax purposes. Unless exempted by our board of directors (prospectively or retroactively), no person may actually or constructively own more than 9.8% in value of
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the outstanding shares of our capital stock or more than 9.8% (by value or number of shares, whichever is more restrictive) of the outstanding shares of our common stock. This restriction may have the effect of delaying, deferring, or preventing a change in control of our company, including an extraordinary transaction (such as a merger, tender offer, or sale of all or substantially all of our assets) that might provide a premium price for our common stock or otherwise be in the best interest of our stockholders.
Certain provisions of Maryland law could inhibit changes in control of us, which could lower the value of our common stock.
Certain provisions of the Maryland General Corporation Law (the “MGCL”) may have the effect of inhibiting or deterring a third party from making a proposal to acquire us or of impeding a change of control under circumstances that otherwise could provide the holders of shares of our common stock with the opportunity to realize a premium over the then-prevailing market price of such shares, including:
• “business combination” provisions that, subject to limitations, prohibit certain business combinations between us and an “interested stockholder” (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose supermajority stockholder voting requirements unless certain minimum price conditions are satisfied; and
• “control share” provisions that provide that “control shares” of our company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of outstanding “control shares”) have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
We have opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of our board of directors, and in the case of the control share provisions of the MGCL pursuant to a provision in our bylaws. However, in the future, our board of directors may by resolution elect to opt into the business combination provisions of the MGCL and our board of directors may, by amendment to our bylaws and without stockholder approval, opt in to the control share provisions of the MGCL.
Title 3, Subtitle 8 of the MGCL permits our board of directors, without stockholder approval and regardless of what is currently provided in our charter or bylaws, to implement certain takeover defenses, including adopting a classified board. Such takeover defenses may have the effect of inhibiting a third party from making an acquisition proposal for us or of delaying, deferring or preventing a change in control of us under the circumstances that otherwise could provide our stockholders with the opportunity to realize a premium over the then-current market price.
In addition, the advance notice provisions of our bylaws could delay, defer or prevent a transaction or a change of control of our company that might involve a premium price for holders of our common stock or that our stockholders may believe to be in their best interests. Likewise, if our board of directors were to opt in to the business combination provisions of the MGCL or the provisions of Title 3, Subtitle 8 of the MGCL, or if the provision in our bylaws opting out of the control share acquisition provisions of the MGCL were rescinded by our board of directors, these provisions of the MGCL could have similar anti-takeover effects.
Risks Related to Our Debt Financing
Our existing indebtedness and any future indebtedness we may incur could adversely affect our financial health and operating flexibility.
We are 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, that provides for a senior secured credit facility of up to $553.6 million, which includes three term loan facilities totaling $300 million, one term loan facility with a $68.6 million revolver feature, a $35 million revolving credit facility (the “Revolving Credit Facility”), and a $150 million multi-draw credit
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facility (the “Multi-Draw Term Facility”). We had a total of $300 million outstanding as of December 31, 2021, all of which were outstanding term loans.
Our existing indebtedness and any indebtedness we may incur in the future could have important consequences to us and the trading price of our common stock, including:
• limiting our ability to borrow additional amounts for execution of our growth strategy, capital expenditures, debt service requirements, working capital or other purposes;
• limiting our ability to use operating cash flow in other areas of our business because we must dedicate a portion of these funds to service the debt;
• increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates;
• limiting our ability to capitalize on business opportunities, including the acquisition of additional properties, and to react to competitive pressures and adverse changes in government regulation;
• limiting our ability or increasing the costs to refinance indebtedness;
• limiting our ability to enter into marketing and hedging transactions by reducing the number of counterparties with whom we can enter into such transactions as well as the volume of those transactions;
• forcing us to dispose of one or more properties, possibly on disadvantageous terms;
• forcing us to sell additional equity securities at prices that may be dilutive to existing stockholders;
• causing us to default on our obligations or violate restrictive covenants, in which case the lenders or mortgagees may accelerate our debt obligations, foreclose on the properties that secure their loans and take control of our properties that secure their loans and collect net timber revenues and other property income; and
• in the event of a default under any of our recourse indebtedness or in certain circumstances under our mortgage indebtedness, we would be liable for any deficiency between the value of the property securing such loan and the principal and accrued interest on the loan.
If any one of these events were to occur, our financial condition, results of operations, cash flow and our ability to satisfy our principal and interest obligations could be materially and adversely affected.
Our financial condition could be adversely affected by financial and other covenants and other provisions under the Amended Credit Agreement or other debt agreements.
Pursuant to the Amended Credit Agreement, we are required to comply with certain financial and operating covenants, including, among other things, covenants that require us to maintain certain fixed charge coverage and LTV ratios and covenants that prohibit or restrict our ability to incur additional indebtedness, grant liens on our real or personal property, make certain investments, dispose of our assets and enter into certain other types of transactions. The Amended Credit Agreement also prohibits us from declaring, setting aside funds for, or paying any dividend, distribution, or other payment to our stockholders other than as required to maintain our REIT qualification if our LTV ratio is greater than 50%. We may only declare and pay distributions not required to maintain our REIT status if (i) our LTV ratio is less than 50%, (ii) we maintain a minimum fixed-charge coverage ratio of 1.05:1.00, and (iii) we limit our aggregate capital expenditures to 1% of the value of our timberlands during any fiscal year. Failure to comply with any of these covenants would likely result in us being prohibited from making any distributions.
The Amended Credit Agreement also subjects us to mandatory prepayment from proceeds generated from certain dispositions of timberlands or lease terminations, which may have the effect of limiting our ability to make distributions under certain circumstances. Provided that no event of default has occurred and the LTV ratio, calculated after giving effect to the disposition, does not exceed 42.5%, the mandatory prepayment requirement excludes (1) net real property disposition proceeds until the aggregate amount of such proceeds received during any fiscal year exceeds 3% of the bank value of the timberlands; (2) lease termination proceeds until the amount of such proceeds exceeds 0.5% of the bank value of the timberlands in a single termination or 1.5% in aggregate over the term of the facility; and (3) net real property disposition proceeds from large property dispositions, as defined, to the extent the proceeds are used within 270 days of receipt for acquisition of additional real property that will be subject to the lien of the Amended Credit Agreement. These restrictions may prevent us from taking actions that we
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believe would be in the best interest of our business and may make it difficult for us to successfully execute our business strategy or effectively compete with companies that are not similarly restricted. In addition, a breach of these covenants or other event of default would allow CoBank to accelerate payment of the loan. Given the restrictions in our debt covenants on these and other activities, we may be significantly limited in our operating and financial flexibility and may be limited in our ability to respond to changes in our business or competitive activities in the future.
Our ability to comply with these covenants and other provisions may be affected by events beyond our control, and we cannot assure you that we will be able to comply with these covenants and other provisions. Upon the occurrence of an event of default, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit. If we were unable to repay those amounts, the lenders could proceed against collateral granted to them, if any, to secure the indebtedness. If our current or future lenders accelerate the payment of the indebtedness owed to them, we cannot assure you that our assets would be sufficient to repay in full our outstanding indebtedness, including the loans under the Amended Credit Agreement.
We may incur additional indebtedness which could increase our business risks and may reduce the value of your investment.
We have acquired, and in the future may acquire, real properties by borrowing funds. In addition, we may incur mortgage debt and pledge some or all of our real properties as security for that debt to obtain funds to acquire additional real properties. We may also borrow funds if needed to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual REIT taxable income (determined without regard to the dividends-paid deduction and excluding net capital gain) to our stockholders. We may also borrow funds if we otherwise deem it necessary or advisable to ensure that we maintain our qualification as a REIT for federal income tax purposes. Our bylaws do not limit us from incurring debt until our aggregate debt would exceed 200% of our net assets.
Significant borrowings by us increase the risks of a stockholder’s investment. If there is a shortfall between the cash flow from our properties and the cash flow needed to service our indebtedness, then the amount available for distributions to stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of a stockholder’s investment. For tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but we would not receive any cash proceeds. We may give full or partial guarantees to lenders of mortgage debt on behalf of the entities that own our properties. When we give a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages or other indebtedness contains cross-collateralization or cross-default provisions, a default on a single loan could affect multiple properties.
Our decision to hedge against interest rate changes may have a material adverse effect on our financial results and condition, and there is no assurance that our hedges will be effective.
We use interest rate hedging arrangements in order to manage our exposure to interest rate volatility. These hedging arrangements involve risk, including the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes, that the amount of income that we may earn from hedging transactions may be limited by federal tax provisions governing REITs, and that these arrangements may result in higher interest rates than we would otherwise pay. Moreover, no amount of hedging activity can completely insulate us from the risks associated with changes in interest rates. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations and financial condition.
To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. We also depend on the business of our subsidiaries to satisfy our cash needs. If we cannot generate the required cash, we may not be able to make the necessary payments on our indebtedness.
Our ability to make payments on our indebtedness, including the loans under the Amended Credit Agreement, and to fund planned capital expenditures will depend on our ability to generate cash in the future. Our ability to generate
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cash, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.
We conduct our operations primarily through our subsidiaries. As a result, our ability to service our debt, including our obligations under the Amended Credit Agreement and other obligations, depends largely on the earnings of our subsidiaries and the payment of those earnings to us in the form of dividends, loans or advances and through repayment of loans or advances from us. Our subsidiaries are separate and distinct legal entities. In addition, any payment of dividends, loans or advances by our subsidiaries could be subject to statutory or contractual restrictions. Payments to us by our subsidiaries will also be contingent upon our subsidiaries’ earnings and business considerations.
Additionally, our historical financial results have been, and we anticipate that our future financial results will be, subject to fluctuations. We cannot assure you that our business will generate sufficient cash flow from our operations or that future borrowings will be available to us in an amount sufficient to enable us to pay our indebtedness, including the loans under the Amended Credit Agreement, or to fund our other liquidity needs and make necessary capital expenditures.
If our cash flow and capital resources are insufficient to allow us to make scheduled payments on our debt, we may have to sell assets, seek additional capital or restructure or refinance our debt. We cannot assure you that the terms of our debt will allow for these alternative measures or that such measures would satisfy our scheduled debt service obligations.
If we cannot make scheduled payments on our debt:
• the holders of our debt could declare all outstanding principal and interest to be due and payable;
• the holders of our secured debt could commence foreclosure proceedings against our assets; and
• we could be forced into bankruptcy or liquidation.
An increase in interest rates would increase the cost of servicing our debt and could reduce our profitability.
All of our outstanding debt under the Amended Credit Agreement bears interest at variable rates, and our potential future debt could as well. As a result, an increase in interest rates, whether because of an increase in market interest rates or a decrease in our creditworthiness, would increase the cost of servicing our debt and could materially reduce our profitability and cash flows. The impact of such an increase could be more significant for us than it would be for competitors that have less variable rate debt. Increases in interest rates would increase our interest cost, which would reduce our cash flows and our ability to pay distributions to our stockholders. In addition, if we need to repay existing debt during periods of high interest rates, we could be required to sell one or more of our investments in order to repay the debt, which sale at that time might not permit realization of the maximum return on such investments.
The phase-out of LIBOR could affect interest rates for our variable rate debt and interest rate swap arrangements.
LIBOR is used as a reference rate for our variable rate debt under the Amended Credit Agreement and for our interest rate swap arrangements. The United Kingdom’s Financial Conduct Authority has announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after June 30, 2023. The Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. We are not able to predict when LIBOR will cease to be available. The Amended Credit Agreement and our interest rate swap agreements, which are used to hedge the floating rate exposure of the Amended Credit Agreement, provide that if LIBOR is no longer available, CoBank for the Amended Credit Agreement and Rabobank for the interest rate swaps, in each case, will choose as a benchmark replacement index either a term rate based on SOFR or daily simple SOFR recommended by the Federal Reserve Board or the Federal Reserve Bank of New York, and in the case of the Amended Credit Agreement, that replacement must be posted to the lenders and, unless the required lenders provide written notice that such replacement is not acceptable, such replacement shall thereafter become effective. In such circumstances, the interest rates on our variable rate debt under the Amended Credit Agreement and in our interest rate swap arrangements may change. The new rates may not be as favorable as those in effect prior to any LIBOR phase-out and potential mismatches of
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newly adopted interest rates could potentially cause our hedges not to be effective. In addition, the transition process may result in delays in funding, higher interest expense, additional expenses, and increased volatility in markets for instruments that currently rely on LIBOR, all of which could negatively impact our cash flow.
High mortgage interest rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire, our net income, and the amount of cash distributions we can make.
If mortgage debt is unavailable at reasonable interest rates, we may not be able to finance the purchase of properties. If we place mortgage debt on properties, we run the risk of being unable to refinance the properties when the loans become due, or of being unable to refinance on favorable terms. If interest rates are higher when we refinance the properties, our net income could be reduced. If any of these events occur, our cash flow would be reduced. This, in turn, would reduce cash available for distribution to our stockholders and may hinder our ability to raise more capital by issuing more stock or by borrowing more money.
Federal Income Tax Risks
Failure to continue to qualify as a REIT would cause us to be taxed as a regular corporation, which would substantially reduce funds available for distributions to our stockholders and materially and adversely affect our financial condition and results of operations.
We believe that we have been organized, owned and operated in conformity with the requirements for qualification and taxation as a REIT under the Code and that our intended manner of ownership and operation will enable us to continue to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes. Our qualification as a REIT depends upon our ability to meet requirements regarding our organization and ownership, distributions of our income, the nature and diversification of our income and assets, and other tests imposed by the Code. We cannot assure you that we will satisfy the requirements for REIT qualification in the future. Future legislative, judicial or administrative changes to the federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT.
If we fail to qualify to be taxed as a REIT for any taxable year, we will be subject to federal and applicable state and local corporate income tax on our taxable income, if any, determined without a dividends-paid deduction, and, possibly, penalties. In addition, we could not re-elect to be taxed as a REIT for the four taxable years following the year during which we failed to qualify (unless we were entitled to relief under applicable statutory provisions). To the extent we have taxable income, losing our REIT status would reduce our net earnings available for investment or distribution to stockholders because of the additional tax liability. If this occurs, we might be required to borrow funds or liquidate some investments in order to pay the applicable tax. Our failure to qualify as a REIT could impair our ability to expand our business and raise capital, and it would adversely affect the value of our common stock.
The failure of Creek Pine REIT, LLC to qualify as a REIT duri ng the period in which we owned an indirect interest in the Triple T Joint Venture and through the remainder of Triple T Joint Venture's taxable year that began January 1, 2021 could cause us to fail to qualify as a REIT.
On July 6, 2018, our operating partnership completed its investment in Creek Pine Holdings, LLC, which owned our interest in the Triple T Joint Venture. On October 14, 2021, we entered into a recapitalization and redemption agreement with the Triple T Joint Venture and the Preferred Investors for the redemption of our common equity interest in the Triple T Joint Venture. Because the Triple T Joint Venture's sole asset is its interest in Creek Pine REIT, LLC (“Creek Pine REIT”), we owned an indirect interest in Creek Pine REIT during the period in which we owned an indirect interest in the Triple T Joint Venture. Creek Pine REIT elected to be taxed as a REIT beginning with its taxable year ended December 31, 2018. Equity in a REIT is a qualifying asset for purposes of the REIT asset tests, and dividends from a REIT are qualifying income for purposes of the REIT gross income tests. Creek Pine REIT is subject to the same REIT qualification requirements that apply to us. If Creek Pine REIT were to fail to qualify as a REIT during the period in which we owned an indirect interest in the Triple T Joint Venture or during the remainder of calendar year 2021, (i) Creek Pine REIT would become subject to U.S. federal and applicable state and local corporate income tax and (ii) our interest in Creek Pine REIT would cease to be a qualifying asset for purposes of our quarterly REIT asset tests, potentially causing us to fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.
Legislative or regulatory tax changes could adversely affect us, our stockholders or our customers.
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The federal income tax laws governing REITs and their stockholders, and administrative interpretations of those laws, may be amended at any time, possibly with retroactive effect.
The 2017 tax legislation commonly referred to as the Tax Cuts and Jobs Act made numerous changes to the tax rules that may affect our stockholders and our customers and may directly or indirectly affect us. Many of the changes applicable to individuals apply only through December 31, 2025, including a deduction of up to 20% of ordinary REIT dividends for non-corporate taxpayers.
Further changes to the tax laws are possible. In particular, the federal income taxation of REITs may be modified, possibly with retroactive effect, by legislative, administrative or judicial action at any time. You are urged to consult with your tax advisor with respect to the impact of regulatory or administrative developments and proposals and their potential effect on an investment in our common stock.
Even if we continue to qualify to be taxed as a REIT for federal income tax purposes, we may be subject to other tax liabilities that reduce our cash flows.
Even if we continue to qualify to be taxed as a REIT for federal income tax purposes, we may be subject to some federal, state, and local taxes on our income or property. For example:
• In order to qualify as a REIT, we must distribute annually dividends equal to at least 90% of our REIT taxable income to our stockholders (determined without regard to the dividends-paid deduction and excluding net capital gain). To the extent that we satisfy the distribution requirement but distribute less than 100% of our REIT taxable income, we will be subject to corporate income tax on the undistributed income, including undistributed net capital gains.
• We will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions we pay in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income, and 100% of our undistributed income from prior years.
• If we have net income from the sale of foreclosure property that we hold primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we must pay a tax on that income at the highest corporate income tax rate.
• If we sell a property, other than foreclosure property, that we hold primarily for sale to customers in the ordinary course of business, our gain may be subject to the 100% “prohibited transaction” tax.
• Our taxable REIT subsidiaries will be subject to tax on their taxable income.
Certain of our business activities are potentially subject to the prohibited transaction tax, which could reduce the return on stockholders’ investments.
As a REIT, we would be subject to a 100% tax on any net income from “prohibited transactions.” In addition, gross income from prohibited transactions would be excluded from both of the gross income tests. In general, prohibited transactions are sales or other dispositions of property to customers in the ordinary course of business unless we qualify for a safe harbor exception. Delivered logs, if harvested and sold by a REIT directly, would likely constitute property held for sale to customers in the ordinary course of business and would, therefore, be subject to the prohibited transactions tax if sold at a gain. Accordingly, we sell standing timber to CatchMark TRS under pay-as-cut contracts which generate capital gain to us under Section 631(b) of the Code (to the extent the timber has been held by us for more than one year), and CatchMark TRS, in turn, harvests such timber and sells logs to its customers. (Creek Pine REIT uses a similar structure.) However, if the IRS were to successfullydisregard CatchMark TRS’ role as the harvester and seller of such logs for federal income tax purposes, our income, if any, from such sales could be subject to the 100% prohibited transaction tax. In addition, sales by us of HBU property at the REIT level could, in certain circumstances, constitute prohibited transactions. We intend to avoid the 100% prohibited transaction tax by satisfying safe harbors in the Code, structuring dispositions as non-taxable like-kind exchanges or making sales that otherwise would be prohibited transactions through one or more TRSs whose taxable income is subject to regular corporate income tax. We may not, however, always be able to identify properties that might be treated as part of a “dealer” land sales business. For example, if we sell any HBU properties at the REIT level that we incorrectly identify as property not held for sale to customers in the ordinary course of business or that subsequently become properties held for sale to customers in the ordinary course of business, we may be subject to the 100% prohibited transactions tax.
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To maintain our REIT status, we may be forced to forgo otherwise attractiveopportunities, which could lower the return on stockholders’ investments.
To qualify to be taxed as a REIT, we must satisfy tests on an ongoing basis concerning, among other things, the sources of our income, nature of our assets, and the amounts we distribute to our stockholders. We may be required to make distributions to stockholders at times when it would be more advantageous to reinvest cash in our business or when we do not have funds readily available for distribution. Compliance with the REIT requirements may hinder our ability to operate solely on the basis of maximizing profits.
Even though we intend to maintain our REIT status, our cash dividends are not guaranteed and may fluctuate.
Each year, REITs are required to distribute dividends equal to at least 90% of their REIT taxable income, determined without regard to the dividends-paid deduction and excluding net capital gain. We have substantial net operating losses that, subject to possible limitations, will reduce our taxable income. In addition, capital gains may be retained by us but would be subject to income taxes. If capital gains are retained rather than distributed, our stockholders would be notified and they would be deemed to have received a taxable distribution, with a refundable credit for any federal income tax paid by us. Accordingly, we will not be required to distribute material amounts of cash if substantially all of our taxable income is income from timber-cutting contracts or sales of timberland that is treated as capital gains income. Our board of directors, in its sole discretion, determines the amount of quarterly dividends to be provided to our stockholders based on consideration of a number of factors, including but not limited to, tax considerations. Consequently, our dividend levels may fluctuate.
Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates applicable to “qualified dividend income.”
The maximum U.S. federal income tax rate for “qualified dividend income” for non-corporate U.S. stockholders currently is 20%. However, ordinary dividends, i.e., dividends that are not designated as capital gain dividends or qualified dividend income, payable by REITs (“qualified REIT dividends”) generally are not eligible for the reduced rates applicable to qualified dividend income and generally are taxed at ordinary income tax rates. However, non-corporate U.S. stockholders are entitled to a deduction of up to 20% of their qualified REIT dividends received in taxable years beginning before January 1, 2026, subject to certain limitations. Non-corporate investors may perceive investments in REITs to be relatively less attractive than investments in the stocks of other corporations whose dividends are taxed at the lower rates as qualified dividend income.
Our use of taxable REIT subsidiaries may affect the value of our common stock relative to the share price of other REITs.
We conduct a significant portion of our business activities through one or more TRSs. A TRS is a fully taxable corporation that may earn income that would not be qualifying REIT income if earned directly by us. Our use of TRSs enables us to engage in non-REIT-qualifying business activities. However, under the Code, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs. This limitation may affect our ability to increase the size of our non-REIT-qualifying operations. The taxable income of TRSs, including CatchMark TRS, is subject to federal and applicable state and local income tax. While we seek to structure the pricing of our timber sales to CatchMark TRS at market rates, the IRS could assert that such pricing does not reflect arm’s-length pricing and impute additional taxable income to CatchMark TRS or impose excise taxes. Our use of TRSs may cause our common stock to be valued differently than the shares of other REITs that do not use TRSs as extensively as we use them.
We may be limited in our ability to fund distributions on our capital stock and pay our indebtedness using cash generated through our TRSs.
Our ability to receive dividends from our TRSs is limited by the rules with which we must comply to maintain our qualification as a REIT. In particular, at least 75% of our gross income for each taxable year as a REIT must be derived from passive real estate sources including sales of our standing timber and other types of qualifying real estate income, and no more than 25% of our gross income may consist of dividends from TRSs and other non-real estate income. This limitation on our ability to receive dividends from our TRSs may affect our ability to fund cash distributions to our stockholders or make payments on our borrowings using cash flows from our TRSs. The net
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income of our TRSs is not required to be distributed, and income that is not distributed will not be subject to the REIT income distribution requirement.
There may be tax consequences to any modifications to our variable rate debt and interest rate swap arrangements to replace references to LIBOR.
The publication of LIBOR rates may be discontinued after June 30, 2023. LIBOR is used as a reference rate for our variable rate debt under the Amended Credit Agreement and for our interest rate swap arrangements. If the publication of LIBOR rates is discontinued, our Amended Credit Agreement and our interest rate swap agreements will automatically replace references to LIBOR with either a term rate based on SOFR or daily simple SOFR recommended by the Federal Reserve Board or the Federal Reserve Bank of New York. Under current law, certain modifications of terms of LIBOR-based instruments may have tax consequences, including deemed taxable exchanges of the pre-modification instrument for the modified instrument. Recently finalized Treasury Regulations, which will be effective March 7, 2022, and Revenue Procedure 2020-44 will treat certain modifications that would be taxable events under current law as non-taxable events. Such guidance does not discuss REIT-specific issues of modifications to LIBOR-based instruments. We will attempt to migrate to a post-LIBOR environment without jeopardizing our REIT qualification or suffering other adverse tax consequences but can give no assurances that we will succeed.
Risks Related to Our Common Stock
The market price and trading volume of our common stock may be volatile.
The U.S. stock markets, including the NYSE, on which our common stock is listed under the symbol “CTT,” have experienced significant price and volume fluctuations. As a result, the market price of shares of our common stock is likely to be similarly volatile, and investors in shares of our common stock may experience a decrease in the value of their shares, including decreases unrelated to our operating performance or prospects. We cannot assure you that the market price of our common stock will not fluctuate or decline significantly in the future.
In addition to the other risks listed in this “Risk Factors” section, a number of factors (many of which factors may be amplified by the COVID-19 pandemic) could negatively affect our share price or result in fluctuations in the price or trading volume of our common stock, including:
• the annual yield from distributions on our common stock as compared to yields on other financial instruments;
• equity or debt issuances by us, or future sales of substantial amounts of our common stock by our existing or future stockholders, or the perception that such issuances or future sales may occur;
• short sales or other derivative transactions with respect to our common stock;
• the ability of our share repurchase program to improve stockholder value over the long term;
• changes in market valuations of companies in the timberland, pulp and paper, homebuilding or real estate industries;
• increases in market interest rates or a decrease in our distributions to stockholders that lead purchasers of our common stock to demand a higher yield;
• fluctuations in general stock market prices and volumes;
• additions or departures of key management personnel;
• our operating performance and the performance of other similar companies;
• actual or anticipated differences in our quarterly operating results;
• changes in expectations of future financial performance or changes in estimates of securities analysts;
• publication of research reports about us or our industry by securities analysts or failure of our results to meet expectations of securities analysts;
• failure to qualify as a REIT;
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• adverse market reaction to any debt securities or preferred equity securities we issue in the future or any indebtedness we incur in the future;
• strategic decisions by us or our competitors, such as acquisitions, divestments, spin-offs, joint ventures, strategic investments or changes in business strategy;
• the passage of legislation or other regulatory developments that adversely affect us or our industry;
• speculation in the press or investment community;
• changes in our earnings;
• failure to continue to satisfy the listing requirements of the NYSE;
• failure to comply with the requirements of the Sarbanes-Oxley Act;
• actions by institutional stockholders or joint venture partners;
• changes in accounting principles; and
• general market, economic, industry and stock market conditions, including various factors that unrelated to our performance, such as the substantial disruption relating to COVID-19.
Many of the factors listed above are beyond our control. These factors may cause the price of our common stock to decline, regardless of our results of operations, business, or prospects. It is impossible to assure that the market price of our common stock will not fall in the future.
In the past, securities class action litigation has often been instituted against companies following periods of volatility in the price of their common stock. This type of litigation could result in substantial costs and divert our management’s attention and resources, which could have a material adverse effect on our cash flows, our ability to execute our business strategy and our ability to make distributions to our stockholders.
Future offerings of debt securities, or preferred equity securities, which would be senior to our common stock, may adversely affect the market price of our common stock.
In the future, we may attempt to increase our capital resources by offering debt or preferred equity securities, including senior or subordinated notes and classes of preferred stock. Holders of our debt securities or shares of preferred stock will generally be entitled to receive interest payments or distributions, both current and in connection with any liquidation or sale, prior to the holders of our common stock. Future offerings of debt or preferred equity securities also may reduce the distributions that we pay with respect to our common stock. We are not required to offer any such additional debt or preferred equity securities to existing common stockholders on a preemptive basis, and we may generally issue any such debt or preferred equity securities in the future without obtaining the consent of our common stockholders. As a result, any such future offerings of debt securities or preferred equity securities may adversely affect the market price of the common stock or the distributions that we pay with respect to our common stock.
Increases in market interest rates may result in a decrease in the value of our common stock.
One of the factors that may influence the price of our common stock is our distribution rate on the common stock (as a percentage of the share price of our common stock) relative to market interest rates on interest-bearing securities such as bonds. We have declared and paid cash distributions in each quarter since the first quarter of 2014 and expect to continue to declare cash distributions in the future. If market interest rates increase, prospective purchasers of our common stock may desire a higher yield on our common stock or seek securities paying higher dividends or yields. Higher interest rates would not, however, result in more funds being available for distribution and, in fact, would likely increase our borrowing costs and might decrease our funds available for distribution, and therefore, we may not be able, or may not choose to, pay a higher distribution rate. As a result, if interest rates rise, it is likely that the market price of our common stock will decrease because potential investors may require a higher dividend yield on our common stock as market rates on interest-bearing securities rise.
General Risk Factors
We depend on the efforts and expertise of our key executive officers and would be adversely affected by the loss of their services.
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We depend on the efforts and expertise of our Chief Executive Officer and President, our Chief Resources Officer and Senior Vice President, and our Chief Financial Officer and Senior Vice President to execute our business strategy, and we cannot guarantee their continued service. The loss of their services, and our inability to find suitable replacements, would have an adverse effect on our business.
If we fail to maintain an effective system of disclosure controls and procedures and internal control over financial reporting, we may not be able to report our financial results accurately, which could have a material adverse effect on us.
We are required to report our operations on a consolidated basis in accordance with GAAP. If we fail to maintain proper overall business controls, our results of operations could be harmed or we could fail to meet our reporting obligations.
In addition, the existence of a material weakness or significant deficiency could result in errors in our financial statements that could require a restatement, cause us to fail to meet our reporting obligations and cause stockholders to lose confidence in our reported financial information, which could have a material adverse effect on us. In the case of any joint ventures we might enter into but do not manage, we may also be subject to additional risks and uncertainties in that we may be dependent upon, and subject to liability, losses or reputational damage relating to, overall business controls that are not under our control, which could have a material adverse effect on us. In addition, we rely on our Forest Managers and their systems to provide us with certain information related to our operations, including our timber inventory and our timber and timberland sales. Although we review such information prior to incorporating it into our accounting systems, we cannot assure the accuracy of such information. If our Forest Managers’ systems fail to accurately report to us the information on which we rely, we may not be able to accurately report our financial results, which could have a material adverse effect on us.
We rely on information technology in our operations, and any material failure, inadequacy, interruption or security failure of that technology could harm our business.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic information and to manage or support a variety of our business processes, including financial transactions and maintenance of records, which may include confidential information. We rely on commercially available systems, software, tools and monitoring to provide security for processing, transmitting and storing confidential information, such as personally identifiable information relating to financial accounts. Although we have taken steps to protect the security of the data maintained in our information systems, it is possible that our security measures and those of our information technology vendors will not be able to prevent the systems’ improper functioning or the improper disclosure of personally identifiable information, such as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information. Any failure to maintain proper function, security and availability of our information systems and those of our information technology vendors could interrupt our operations, damage our reputation, or subject us to liability claims or regulatory penalties, any one of which could materially and adversely affect our financial condition and results of operations.
achieve
achieved
superior
Harvest Operations Highlights
We generated consistent year-over-year timber sales revenue due to increased timber sales pricing in both the U.S. South and the Pacific Northwest despite a 12% harvest volume reduction compared to the prior year. Demand for pulp-related products remained strong and increased housing starts and robust repair and remodeling activity further bolstered demand for sawtimber products. We actively managed our log merchandising efforts together with delivered and stumpage sales to achieve the highest available price for our timber products. Our realized stumpage prices continued to hold significant premiums over U.S. South-wide averages as a result of the strong micro-markets where we have selectively assembled our prime timberlands portfolio. Our harvest volumes from the U.S. South, after taking into consideration current year timberland sales and capital recycling dispositions, continue to reflect consistent productivity on a per-acre basis.
Real Estate Highlights
We continuously assess potential alternative uses of our timberlands, as some of our properties may be more valuable for development, conservation, recreational or other purposes than for growing timber. We sold 7,500 acres of timberland for $14.1 million, or $1,867 per acre under our retail land sales program. When evaluating our land sale opportunities, we assess a full range of matters relating to the timberland property or properties, including, but not limited to, inventory stocking below portfolio average, higher mix of hardwood inventory, sub-optimal productivity characteristics, geographical procurement and operating areas, and timber reservation opportunities.
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We executed two large dispositions under our capital recycling program in 2021. Under the capital recycling program, we sell blocks of timberland properties to generate proceeds to fund capital allocation priorities, including, but not limited to, redeployment into more desirable timberland investments, paying down outstanding debt, or repurchasing shares of common stock. During 2021, we sold 5,000 acres of fee timberlands in Georgia for $7.5 million and recognized a gain of $0.8 million. In the Pacific Northwest, we completed the large disposition of 18,100 acres of prime Oregon timberlands, the Bandon Disposition, for $100.0 million, or $5,536 per acre. The Bandon property was purchased in August 2018 for $88.8 million, or $4,916 per acre, and we recognized a gain of $23.4 million upon the sale. We paid down $102.7 million of our outstanding debt with net proceeds from these large dispositions. Since the launch of the capital recycling program in 2018, we have completed the sale of 110,500 acres of timberland under the program, including 92,400 acres in the U.S. South and 18,100 acres in the Pacific Northwest, for a total of $233.5 million. We recognized $33.1 million of gains from these large dispositions and used the net proceeds to pay down $222.7 million of our outstanding debt. Through the capital recycling program, we strengthened our balance sheet, improved our leverage profile, and positioned ourselves for future growth. We currently have no plans to complete additional large dispositions under our capital recycling program.
Following the Bandon Disposition, we have further focused our ownership and operations on the nation’ s premier wood basket, the U.S. South, where we seek to expand our presence in superior mill markets where we already have strong local relationships, to strengthen our harvest EBITDA while maintaining stable merchantable inventory per acre. Our strategic investment opportunities include direct acquisition of high-quality industrial timberland properties, with a target average transaction size ranging from $5 million to $50 million, and the development of new revenue-generating environmental initiatives such as carbon sequestration, wetlands mitigation banking, solar projects, and other important environmental initiatives.
Investment Management Highlights
On October 14, 2021, we exited the Triple T Joint Venture through the redemption of our common equity interests in exchange for $35.0 million in cash. In conjunction with the Triple T Exit, the amended and restated asset management agreement between the Triple T Joint Venture and us was terminated and replaced by a transition services agreement, effective retroactively from September 1, 2021 through March 31, 2022, under which we would provide transition services in exchange for a service fee of $5.0 million. We paid down $40.0 million of our outstanding debt using the redemption proceeds and the transition services fee payment. The Triple T Exit was an important step in simplifying our business and positioning us for future growth.
After liquidating its timberland holdings in 2019, the Dawsonville Bluffs Joint Venture continues to generate revenue and net income from the sale of mitigation bank credits. For the year ended December 31, 2021, we recognized $0.7 million of income from the Dawsonville Bluffs Joint Venture and received $0.8 million of cash distributions in addition to earning $0.3 million in asset management fees. Since we formed the Dawsonville Bluffs Joint Venture with MPERS in 2017, we have earned $1.5 million in asset management fees and received cash distributions of $14.9 million, including a return of our $10.5 million investment. As of December 31, 2021, the Dawsonville Bluffs Joint Venture had two mitigation banks with an aggregate book basis of $2.0 million.
Capital Activity Highlights
Our active debt and interest rate management strategy provides us with attractive borrowing costs and staggered maturities. During 2021, we paid down our outstanding debt by $142.7 million with net proceeds from large dispositions and the Triple T Exit, including the transition services fee. On August 4, 2021 and October 14, 2021, we amended our credit agreement extending our weighted-average life of debt to further ensure that we continue to have ample liquidity for growth initiatives and other capital allocation priorities. See Liquidity and Capital Resources — Amendment to Amended Credit Agreement below for additional information about the amendments.
During 2021, we paid $23.3 million of dividends to our stockholders and made no repurchase of common stock under our SRP.
Segment Information
We have three reportable segments: Harvest, Real Estate and Investment Management. Our Harvest segment includes wholly-owned timber assets and associated timber sales, other revenues and related expenses. Our Real Estate segment includes timberland sales, cost of timberland sales and large dispositions. Our Investment
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Management segment includes investments 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. For additional information, see Segment EBITDA section and Note 15 — Segment Information to our accompanying consolidated financial statements.
General Economic Conditions and Timber Market Factors Impacting Our Business
Our operating results are influenced by a variety of factors, including timber prices; the demand for pulp and paper products, lumber, panel, and other wood-related products; the supply of timber; competition; and the cost of logging and hauling our timber to our customers. Timber prices can experience significant variations and have been historically volatile. The demand for timber and wood products is affected primarily by the level of new residential construction activity, repair and remodeling activity, the supply of manufactured timber products including imports, and, to a lesser extent, other commercial and industrial uses. The demand for timber also is affected by the demand for wood chips in the pulp and paper markets and for hardwood in the furniture and other hardwood industries.
According to an advance estimate released by the Bureau of Economic Analysis, real gross domestic product (“GDP”) increased at an annual rate of 6.9% in the fourth quarter of 2021, following an increase of 2.3% in the third quarter. The acceleration in the fourth quarter was led by an upturn in exports as well as accelerations in inventory investment and consumer spending. For full-year 2021, real GDP increased by 5.7%, in contrast to a decrease of 3.4% in 2020. The increase reflected increases in all major subcomponents, including housing investment. The housing market further strengthened in 2021 with total housing starts estimated at 1.7 million units, up 17.2% from 2020. We anticipate that the housing market will continue to remain strong in 2022, which we believe should lead to steady lumber demand and long-term higher pricing for timber products. We expect our 2022 timber sales volume to be between 1.6 million to 1.8 million tons, reflecting consistent annual productivity on a per-acre basis.
Impact of COVID-19 On Our Business
COVID-19 has had a limited impact on our physical operations to date. During 2020 and 2021, we implemented procedures to support the health and safety of our employees and we are following all federal, state and local health department guidelines. The costs associated with these safety procedures were not material.
It is possible the COVID-19 pandemic, particularly considering the current and emerging variant strains of the virus, could impact our operations and the operations of our customers and contractors in the future as a result of quarantines, facility closures, illnesses, and travel and logistic restrictions. The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the resumption of high levels of infection and hospitalizations, the resulting impact on our customers, contractors and vendors, remedial actions and stimulus measures adopted by federal, state and local governments, and the extent to which normal economic and operating conditions are impacted. Given the ongoing and dynamic nature of the circumstances, it is not possible to predict the future impact of the COVID-19 pandemic on our business. We believe we are well positioned to weather additional economic turmoil as a result of our deleveraging initiatives and other balance sheet strengthening undertaken over the last three years.
Liquidity and Capital Resources
Overview
Cash flows generated from our operations are primarily used to fund recurring expenditures and distributions to our stockholders. The amount of distributions to common stockholders is authorized by our board of directors and is dependent upon a number of factors, including funds deemed available for distribution based principally on our current and future projected operating cash flows, less capital requirements necessary to maintain our existing timberland portfolio. In determining the amount of distributions to common stockholders, we also consider our financial condition, our expectations of future sources of liquidity, current and future economic conditions, market demand for timber and timberlands, and tax considerations, including the annual distribution requirements necessary to maintain our status as a REIT under the Code.
In determining how to allocate cash resources in the future, we will initially consider the source of the cash. We anticipate using a portion of cash generated from operations, after payments of periodic operating expenses and interest expense, to fund certain capital expenditures required for our timberlands. Any remaining cash generated from operations may be used to pay distributions to stockholders and partially fund timberland acquisitions. Therefore, to the extent that cash flows from operations are lower, timberland acquisitions and stockholder distributions are anticipated to be lower as well. Capital expenditures, including new timberland acquisitions, are generally funded with cash flow from operations or existing debt availability; however, proceeds from future debt financings, and equity and debt offerings may be used to fund capital expenditures, acquire new timberland properties, invest in joint ventures, and pay down existing and future borrowings. From time to time, we have also sold certain large timberland properties in order to generate capital to fund capital allocation priorities, including but not limited to redeployment into more desirable timberland investments, pay down of outstanding debt or repurchase of shares of our common stock. Such large dispositions have typically been larger in size and more infrequent than sales under our normal land sales program.
Shelf Registration Statement and Equity Offering
On February 28, 2020, we filed a shelf registration statement on Form S-3 (File No. 333-236793) with the SEC, which was declared effective on May 7, 2020. Our shelf registration statement provides us with future flexibility to offer, from time to time and in one or more offerings, up to $600 million in an undefined combination of debt securities, common stock, preferred stock, depositary shares, or warrants. The terms of any such future offerings would be established at the time of an offering. On May 7, 2020, we entered into a distribution agreement with a group of sales agents relating to the sale from time to time of up to $75 million in shares of our common stock in at-the-market offerings or as otherwise agreed with the applicable sales agent, including in block transactions. These shares are registered with the SEC under our shelf registration statement. As of December 31, 2021, we have not sold any shares of common stock under the distribution agreement.
Credit Facilities
On August 4, 2021, we entered into an amendment to the Amended Credit Agreement that, among other things: (1) consented to our prepayment of the outstanding balance on the Multi-Draw Term Facility and Term Loan A-3 with the proceeds from the Bandon Disposition and permitted us to retain up to $5.0 million of such remaining proceeds for working capital purposes; (2) permits us, for a period of 18 months from the effective date of the amendment, to reborrow Term Loan A-3 using borrowing mechanics substantially similar to those that apply to the Revolving Credit Facility, the proceeds of which shall be used solely to finance acquisitions of additional real property, all as set forth in the amendment, with the same pricing and maturity date as the existing Term Loan A-3; and (3) extended the maturity date of the Revolving Credit Facility from December 1, 2022 to August 4, 2026. On October 14, 2021, we further amended the Amended Credit Agreement to, among other things, (1) consent to the Triple T Exit and (2) permit us to retain the net proceeds from higher-and-better use timberland sales until they exceed 3% of the aggregate value of the timberlands before any repayment of the outstanding debt is required.
The table below presents the details of each credit facility under the Amended Credit Agreement as of December 31, 2021:
(dollars in thousands)
Facility Name
Maturity Date
Interest Rate (1)
Unused Commitment Fee (1)
Total Capacity
Outstanding Balance
Remaining Capacity
Term Loan A-1
LIBOR + 1.75%
Term Loan A-2
LIBOR + 1.90%
Term Loan A-3 (2)
LIBOR + 2.00%
Term Loan A-4
LIBOR + 1.70%
Multi-Draw Term Facility
LIBOR + 1.90%
Revolving Credit Facility
LIBOR + 1.90%
Total
(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.
(2) Term Loan A-3 has an 18-month revolver feature from August 4, 2021, the effective date of the August 2021 amendment, through February 4, 2023.
Borrowings under the Multi-Draw Term Facility, which is interest only until its maturity date, may be used to finance timberland acquisitions and associated expenses, to fund investment in joint ventures, to fund the repurchase of our common stock, and to reimburse payments of drafts under letters of credit. The revolver feature of Term Loan A-3 may be used solely to finance timberland acquisitions and associated expenses. 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.
Patronage Dividends
We are eligible to receive annual patronage dividends from our lenders (the "Patronage Banks") under the Amended Credit Agreement. The annual patronage dividend depends on the weighted-average patronage-eligible debt balance with each participating lender during the respective fiscal year, as calculated by CoBank, as well as the financial performance of the Patronage Banks.
In each of March 2021 and 2020, we received patronage dividends of $4.1 million on our patronage eligible borrowings. Of the total patronage dividends received in March 2021, $3.9 million was standard patronage dividends and $0.2 million was special patronage dividends. 75% of the standard patronage dividends was received in cash and the remaining 25% was received in equity of the Patronage Banks. All of the special patronage dividend was received in cash. The equity component of the patronage dividend is redeemable for cash only at the discretion of the Patronage Banks' boards of directors. As of December 31, 2021, we have accrued $3.4 million of patronage dividends receivable for 2021, approximately 75% of which is expected to be received in cash in March 2022.
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.
We were in compliance with the financial covenants of the Amended Credit Agreement as of December 31, 2021.
Interest Rate Swaps
We enter into interest rate swaps to mitigate our exposure to changing interest rates on our variable-rate debt. As of December 31, 2021, we effectively fixed interest rates on $275.0 million of our $300.0 million variable-rate debt at 3.95%, inclusive of applicable spread but before considering patronage dividends. See Note 6 — Interest Rate Swaps to our accompanying consolidated financial statements for further details on our interest rate swaps.
Share Repurchase Program
On August 7, 2015, our board of directors approved a share repurchase program for up to $30.0 million of our common stock at management's discretion (the "SRP"). The program has no set duration and the Board may discontinue or suspend the program at any time. During the year ended December 31, 2021, we did not make any repurchases of our common stock under the SRP. As of December 31, 2021, we had 48.9 million shares of common stock outstanding and may repurchase up to an additional $13.7 million in shares under the SRP. We can borrow up to $30.0 million under the Multi-Draw Term Facility to repurchase our common stock.
Short-Term Liquidity and Capital Resources
For the year ended December 31, 2021, net cash provided by operating activities was $47.2 million, a $6.7 million increase from the year ended December 31, 2020. Cash provided by operating activities consisted primarily of proceeds from timber sales, timberland sales and asset management fees, reduced by payments for operating costs, general and administrative expenses, and interest expense. The increase in net cash provided by operating
activities was primarily due to a $3.7 million increase in working capital change due to timing of receipts and payments, including the receipt of the transition services fee in connection with the Triple T Exit, a $3.3 million decrease in cash paid for interest expense, a $1.7 million decrease in cash paid for general and administrative expenses, and a $0.4 million increase in operating distributions received from the Dawsonville Bluffs Joint Venture, offset by a $1.4 million decrease in net proceeds from timberland sales and a $0.7 million decrease in asset management fees.
For the year ended December 31, 2021, net cash provided by investing activities was $137.0 million, $126.2 million higher than the year ended December 31, 2020. We received $85.9 million more in gross proceeds from large dispositions and received $35.0 million of redemption proceeds from the Triple T Exit, offset by a $0.6 million increase in capital expenditures and a $0.3 million decrease in return-of-capital distributions from the Dawsonville Bluffs Joint Venture.
Net cash used in financing activities for the year ended December 31, 2021 was $173.1 million as compared to $50.8 million for the year ended December 31, 2020. We paid down $142.7 million of our outstanding debt balance with net proceeds received from large dispositions and the Triple T Exit during 2021. We paid cash distributions of $23.3 million to our stockholders, funded from net cash provided by operating activities. We paid $5.8 million in interest expense pursuant to the terms of our interest rate swaps, used $0.6 million to repurchase shares of our common stock for tax withholding purposes, and paid $0.4 million in financing costs in connection with our credit agreement amendments in August and October 2021.
We believe that we have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on-hand, and borrowing capacity, necessary to meet our current and future obligations that become due over the next 12 months. As of December 31, 2021, we had a cash balance of $23.0 million and had $253.6 million of additional borrowing capacity under the Amended Credit Agreement.
Long-Term Liquidity and Capital Resources
Over the long term, we expect our primary sources of capital to include net cash flow from operations, including proceeds from timber sales, timberland sales, asset management fees, and distributions from unconsolidated joint ventures, and from other capital raising activities, including proceeds from secured or unsecured financings from banks and other lenders; public offerings of equity or debt securities; and, potentially, large dispositions . Our principal demands for capital include operating expenses, including operating lease obligations, interest expense on any outstanding indebtedness, repayment of debt, timberland acquisitions, certain other capital expenditures, and stockholder distributions.
Distributions
Our board of directors has authorized cash distributions quarterly. The amount of future distributions that we may pay will be determined by our board of directors as described in the Overview section above. For the year ended December 31, 2021, we declared the following distributions:
Declaration Date
Record Date
Payment Date
Distribution Per Share
February 11, 2021
February 26, 2021
March 15, 2021
May 6, 2021
May 28, 2021
June 15, 2021
August 5, 2021
August 31, 2021
September 15, 2021
October 15, 2021
November 30, 2021
December 15, 2021
For the year ended 2021, we paid total distributions of $23.3 million. The distributions were funded from net cash provided by operating activities.
On February 10, 2022, we declared a cash distribution of $0.075 per share for our common stockholders of record on February 28, 2022, payable on March 15, 2022.
Results of Operations
Overview
For the years ended December 31, 2021 and 2020, we generated total revenues of $102.2 million and $104.3 million, respectively. We generated net income of $58.4 million in 2021 compared to a net loss of $17.5 million in 2020, primarily as a result of recognizing a gain of $35.0 million from the Triple T Exit and a gain of $23.4 million from the Bandon Disposition. We generated Adjusted EBITDA of $49.4 million o n the strength of our delivered wood sales model, opportunistic stumpage sales and highly profitable retail timberland sales. Our results of operations are materially impacted by the fluctuating nature of timber prices, changes in the levels and mix of our harvest volumes and associated depletion expense, changes to associated depletion rates, the level of timberland sales, management fees earned, large dispositions, varying interest expense based on the amount and cost of outstanding borrowings, and performance of our unconsolidated joint ventures.
Selected operational results for each of the years ended December 31, 2021 and 2020 are shown in the following table (dollar amounts in thousands, except for per-acre/per-ton amounts):
Year Ended December 31,
Change
Consolidated
Timber sales revenue
Timberland sales revenue
Asset management fees revenue
Timber sales volume (tons)
Pulpwood
Sawtimber (1)
U.S. South
Timber sales revenue
Timber sales volume (tons)
Pulpwood
Sawtimber (1)
Harvest Mix
Pulpwood
Sawtimber (1)
Delivered % as of total volume
Stumpage % as of total volume
Net timber sales price (per ton) (2)
Pulpwood
Sawtimber (1)
Timberland sales
Gross sales
Acres sold
% of fee acres
Price per acre (3)
Large Dispositions (4)
Gross sales
Acres sold
Price per acre (6)
Gain on large dispositions
Pacific Northwest
Timber sales revenue
Timber sales volume (tons)
Pulpwood
Sawtimber
Harvest Mix
Pulpwood
Sawtimber
Delivered % as of total volume
Stumpage % as of total volume
Delivered timber sales price (per ton) (2) (5)
Pulpwood
Sawtimber
Large Dispositions (4)
Gross sales
Acres sold
Price per acre
Gain on large dispositions
(1) Includes chip-n-saw and sawtimber.
(2) Prices per ton are rounded to the nearest dollar.
(3) Excludes value of timber reservations, which retained 61,900 tons and 132,200 tons of merchantable inventory, respectively, with a sawtimber mix of 35% and 49%, respectively, for 2021 and 2020.
(4) Large dispositions are sales of blocks of timberland properties in one or several trans actions 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.
(5) Shown on a delivered basis which includes contract logging and hauling costs.
(6) Excludes value of timber reservations, which retained 56,300 tons of merchantable inventory, with a sawtimber mix of 55 % for the year ended December 31, 2020 .
We generated $72.5 million of timber sales revenue in 2021, substantially the same as in 2020, as a result of $2.6 million higher timber sales revenue from the U.S. South, offset by $2.5 million lower timber sales revenue from the Pacific Northwest.
Our U.S. South timber sales revenue was 4% higher than 2020, despite a planned 11% decrease in harvest volume, as a result of strong pricing for both pulpwood and sawtimber and a higher mix of delivered sales volume. Our harvest volumes from the U.S. South, after taking into consideration current year timberland sales and capital recycling dispositions, continued to reflect consistent productivity on a per-acre basis.
Our realized stumpage prices for pulpwood and sawtimber were 17% and 14% higher, respectively, compared to the prior year, trending with increases in South-wide average prices as tracked by TimberMart-South. Our realized pulpwood and sawtimber stumpage prices held 52% and 38% premiums, respectively, over TimberMart-South
South-wide averages as a result of operating in strong micro-markets where we selectively assembled our prime timberlands portfolio.
We generated $9.0 million in timber sales revenue from the Bandon Property in the Pacific Northwest prior to its disposition in August 2021. As a result of this disposition, our timber sales revenue, contract logging and hauling costs, and depletion derived from the Pacific Northwest for the current year were all significantly lower than 2020. We recognized a gain of $23.4 million from the Bandon Disposition.
In 2021, we sold 7,500 acres of timberland under our retail land sales program, which approximates 2.0% of our weighted average fee acres. We achieved an 11% higher per-acre price than 2020 despite a 19% lower stocking level due to strong market demand.
We earned $11.5 million in asset management fees during 2021, comprised of $11.2 million earned from the Triple T Joint Venture and $0.3 million earned from the Dawsonville Bluffs Joint Venture. Effective September 1, 2021, in conjunction with the Triple T Exit, we earned a monthly management fee of $0.7 million pursuant to the transition services agreement and will continue to do so until the agreement terminates on March 31, 2022.
Comparison of the year ended December 31, 2021 versus the year ended December 31, 2020
Revenues. Revenues for the year ended December 31, 2021 were $102.2 million, $2.1 million lower than the year ended December 31, 2020 as a result of a $1.6 million decrease in timberlands sales revenues and a $0.7 million decrease in asset management fees. Timberland sales revenue decreased in 2021 as a result of selling fewer acres. Acres sold in the current year had an average merchantable timber stocking of 21 tons per acre, which was lower than our portfolio average of 41 tons per acre at the beginning of the year. Asset management fees decreased in connection with the Triple T Exit in the fourth quarter of 2021.
Details of timber sales by product for the years ended December 31, 2021 and 2020 are shown in the following table:
For the Year Ended
December 31, 2020
Changes attributable to:
For the Year Ended December 31, 2021
(in thousands)
Price/Mix
Volume
Timber sales (1)
Pulpwood
Sawtimber (2)
(1) Timber sales are presented on a gross basis.
(2) Includes chip-n-saw and sawtimber.
Operati ng expenses. Contract logging and hauling costs was $30.2 million for the year ended December 31, 2021, comparable to the prior year, as a $1.3 million increase in the U.S. South was offset by a $1.3 million decrease in the Pacific Northwest. Our delivered sales volume in the U.S. South increased by 1% despite an 11% decrease in total harvest volume. Our U.S. South blended logging rates increased 4% compared to the prior year primarily due to higher fuel and labor costs in 2021. However, these increased costs were largely offset by higher negotiated delivered wood sales prices, which allowed us to maintain stumpage values. Delivered sales volume in the Pacific Northwest was 24% lower than the prior year as a result of the Bandon Disposition in August, 2021.
Depletion ex pense decreased 18% to $23.7 million for the year ended December 31, 2021 from $29.1 million for the year ended December 31, 2020 primarily due to a $3.9 million decrease in the U.S. South, driven by an 11% decrease in harvest volume, and a $1.5 million decrease in the Pacific Northwest. The blended depletion rates in the U.S. South decreased 5% from the prior year.
Cost of tim berland sales decreased to $9.7 million for the year ended December 31, 2021 from $12.3 million for the year ended December 31, 2020 primarily due to selling fewer acres and lower per-acre cost basis. Timberlands sold in 2021 had lower average merchantable timber stocking than acres sold in 2020.
General an d administrative expenses decreased to $13.5 million for the year ended December 31, 2021 from $16.2 million for the year ended December 31, 2020 primarily due to recognizing non-recurring post-employment benefits
of $3.5 million in 2020 related to the retirement of our former CEO in January 2020, offset by higher compensation costs primarily as a result of timing of certain incentive compensation accruals.
Other operating expenses decreased by $1.6 million to $6.0 million for the year ended December 31, 2021 primarily as a result of removals of non-cash cost basis of timber related to expired timber reservations and terminated leases in 2020.
Interest expense. Interest expense decreased $2.4 million to $12.7 million for the year ended December 31, 2021 primarily due to a $1.9 million decrease in interest paid, after consideration of interest rate swaps and patronage dividends, and a $0.7 million decrease in amortization of the off-market swap value in the current year, offset by a $0.1 million increase in deferred financing costs amortization and write-offs in 2021. We paid less interest in 2021 as a result of a lower outstanding debt balance compared to the prior year.
Gain on large dispositions . We recognized a gain of $24.2 million from the disposition of 23,100 acres of our wholly-owned timberlands, including the Bandon Disposition, during the year ended December 31, 2021, as compared to recognizing a gain of $1.3 million from the disposition of 14,400 acres of our wholly-owned timberlands in 2020.
Income (loss) from unconsolidated joint ventures. We recognized $0.7 million of income from the Dawsonville Bluffs Joint Venture for the year ended December 31, 2021 , as compared to $0.3 million of income from the Dawsonville Bluffs Joint Venture and a $5.0 million HLBV loss from the Triple T Joint Venture in the prior year. We did not recognize any additional losses from the Triple T Joint Venture in 2021 as our equity investment had been written down to zero under the HLBV method of accounting as of December 31, 2020.
Gain on sale of unconsolidated joint venture interests. For the year ended December 31, 2021, we recognized a gain of $35.0 million from the redemption of our common equity interests in the Triple T Joint Venture . S ee Note 4 — Unconsolidated Joint Ventures to our accompanying consolidated financial statements for further details.
Income taxes . For the year ended December 31, 2021, we recognized $0.7 million of income tax expense, consistent with the year ended December 31, 2020. See Note 12 — Income Taxes to our accompanying consolidated financial statements for additional information.
Net income (loss). F or the year ended December 31, 2021, we recognized $58.4 million of net income, as compared to a $17.5 million net loss for the year ended December 31, 2020 primarily due to a $35.0 million gain recognized from the Triple T Exit, a $22.9 million increase in gains from large dispositions, a $12.3 million decrease in total expenses, a $5.4 million increase in income from unconsolidated joint ventures, and a $2.4 million decrease in interest expense, offset by a $2.1 million decrease in total gross revenues. Our net income per diluted share for the year ended December 31, 2021 was $1.20 as compared to a $0.36 per share net loss for the year ended December 31, 2020. We anticipate future net income or losses to fluctuate with timber prices, harvest volumes and mix, depletion rates, timberland sales, gains (losses) on large dispositions, and interest expense based on our level and costs of current and future borrowings.
Comparison of the year ended December 31, 2020 versus the year ended December 31, 2019
For a comparison of our 2020 and 2019 results of operations, see Item 7 — Management's Discussions and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 26, 2021.
Adjusted EBITDA
The discussion below is intended to enhance the reader’s understanding of our operating performance and ability to satisfy lender requirements. EBITDA is a non-GAAP financial measure of operating performance. EBITDA is defined by the SEC as earnings before interest, taxes, depreciation and amortization; however, we have excluded certain other expenses which we believe are not indicative of the ongoing operating results of our timberland portfolio, and we refer to this measure as Adjusted EBITDA (see the reconciliation table below). As such, our Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies. Due to the significant amount of timber assets subject to depletion, significant income (losses) from unconsolidated joint ventures based on HLBV, and the significant amount of financing subject to interest and amortization expense, management considers Adjusted EBITDA to be an important measure of our financial performance. By providing this non-GAAP financial
measure, together with the reconciliation below, we believe we are enhancing investors’ understanding of our business and our ongoing results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Items excluded from Adjusted EBITDA are significant components in understanding and assessing financial performance. Adjusted EBITDA is a supplemental measure of operating performance that does not represent and should not be considered in isolation or as an alternative to, or substitute for net income, cash flow from operations, or other financial statement data presented in accordance with GAAP in our consolidated financial statements as indicators of our operating performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of the limitations are:
• 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 service interest or principal payments on, our debt;
• Although depletion is a non-cash charge, we will incur expenses to replace the timber being depleted in the future, and Adjusted EBITDA does not reflect all cash requirements for such expenses;
• 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; and
• Adjusted EBITDA does not reflect the cash requirements necessary to fund post-employment benefits or transaction costs related to acquisitions, investments, joint ventures or new business initiatives, which may be substantial.
Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. The Amended Credit Agreement contains a minimum debt service coverage ratio based, in part, on Adjusted EBITDA since this measure is representative of adjusted income available for interest payments. We further believe that our presentation of this non-GAAP financial measurement provides information that is useful to analysts and investors because they are important indicators of the strength of our operations and the performance of our business.
For the year ended December 31, 2021, Adjusted EBITDA was $49.4 million, a $2.7 million decrease from the year ended December 31, 2020, primarily due to a $1.4 million decrease in net timberland sales and a $0.9 million increase in general and administrative expenses .
Our reconciliation of net income (loss) to Adjusted EBITDA for the years ended December 31, 2021 and 2020 follows:
(in thousands)
Net income (loss)
Add:
Depletion
Interest expense (1)
Amortization (1)
Income tax expense (benefit)
Depletion, amortization, and basis of timberland and mitigation credits sold included in loss from unconsolidated joint venture (2)
Basis of timberland sold, lease terminations and other (3)
Stock-based compensation expense
Gain on large dispositions (4)
HLBV loss from unconsolidated joint venture (5)
Gain on sale of unconsolidated joint venture interests
Post-employment benefits (6)
Other (7)
Adjusted EBITDA
(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. Includes non-cash basis of timber and timberland assets written-off related to timberland sold, terminations of timberland leases and casualty losses.
(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 HLBV 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. We exited the Triple T Joint Venture on October 14, 2021.
(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.
(7) 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.
Segment EBITDA
For the year ended December 31, 2021, Harvest EBITDA was $34.2 million, consistent with the prior year, primarily as a result of strong performance in the U.S. South, which offset a $2.5 million decrease of timber sales revenue from the Pacific Northwest due to the Bandon Disposition. U.S. South timber sales revenue increased 4% despite a 11% planned reduction in harvest volume due to significant improvements in stumpage prices for both pulpwood and sawtimber. Real Estate EBITDA decreased by $1.4 million, or 10%, to $13.4 million as a result of selling 19% fewer acres at a higher price per acre in 2021. Investment Management EBITDA decreased by $0.3 million to $12.3 million for the year ended December 31, 2021 primarily due to a $0.7 million decrease in asset management fee revenues, partially offset by a $0.4 million increase in Adjusted EBITDA generated by the Dawsonville Bluffs Joint Venture.
The following table presents Adjusted EBITDA by reportable segment:
(in thousands)
Harvest
Real Estate
Investment Management
Corporate
Total
Election as a REIT
We have elected to be taxed as a REIT under the Code, and have operated as such beginning with our taxable year ended December 31, 2009. To qualify to be taxed as a REIT, we must meet certain organizational and operational requirements, including a requirement to distribute dividends equal to at least 90% of our adjusted taxable income, as defined in the Code, to our stockholders, computed without regard to the dividends-paid deduction and by excluding our net capital gain. As a REIT, we generally will not be subject to federal income tax on taxable income that we distribute to our stockholders. If we fail to qualify to be taxed as a REIT in any taxable year, we will then be subject to federal income taxes on our taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for that year and for the four years following the year during which qualification is lost, unless the IRS grants us relief under certain statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to our stockholders. However, we believe that we are organized and operate in such a manner as to qualify for treatment as a REIT for federal income tax purposes.
Critical Accounting Estimates
Our accompanying consolidated financial statements have been prepared in accordance with GAAP. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions, using management's best judgment, in the application of accounting policies. These estimates and assumptions affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management’s estimates and assumptions or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different amounts of assets, liabilities, revenues, and expenses would have been recorded, thus resulting in a different presentation of the financial statements or different amounts reported in the financial statements. Additionally, other companies may utilize different estimates and assumptions that may impact comparability of our results of operations to those of companies in similar businesses.
The following discussion addresses our most critical accounting estimates, which are those that are both important to the portrayal of our financial condition and results of operations and that require significant judgment or use of significant assumptions or complex estimates.
Depletion
We recognize depletion expense as timber is harvested using the straight-line method. Depletion rates are established at least annually for each product within each region by dividing the merchantable inventory book value by merchantable timber inventory volume, as measured in tons. Depletion expense is then determined by applying the applicable depletion rate to each ton of timber harvested during the period. The determination of depletion rates required management to estimate standing merchantable inventory volumes, including the annual volumes of timber growth and annual volumes of premerchantable timber that have become merchantable.
Evaluating the Recoverability of Timber Assets
We continually monitor events and changes in circumstances that could indicate that the carrying amounts of our timber assets may not be recoverable. Examples of such circumstances include, but are not limited to, a significant decrease in market price of timber assets, a significant adverse change in the extent or manner in which timber assets are being used, a significant adverse change in legal factors or in the business climate that could affect the value of the timber assets, or adverse impacts from natural disasters such as fire, hurricane, earthquake, insect infestation, drought, disease, ice storms, windstorms, flooding and other factors that could negatively impact our
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timber production. When indicators of potential impairment are present, we assess the recoverability of our timber assets by determining whether their carrying value exceeds the sum of the undiscounted future operating cash flows expected from the use of these assets and their eventual dispositions (the "Recoverable Amount"). If the assets' carrying value exceeds the Recoverable Amount, impairmentlosses would be recognized as the difference between the assets' carrying values and the estimated fair values. Estimated fair values are calculated based on the following information in order of preference, dependent upon availability: (i) recently quoted market prices, (ii) market prices for comparable properties, or (iii) the sum of discounted cash flows, including estimated salvage value, using data from one harvest cycle. We have determined that there has been no impairment of our timber assets as of December 31, 2021.
Evaluating the Recoverability of Investments in Unconsolidated Joint Ventures
We evaluate the recoverability of our investments in unconsolidated joint ventures in accordance with accounting standards for equity investments by first reviewing each investment for any indicators of impairment. If indicators are present, we estimate the fair value of the investment. If the carrying value of the investment is greater than the estimated fair value, we assess whether the impairment is “temporary” or “other-than-temporary.” In making this assessment, we consider the following: (1) the length of time and the extent to which fair value has been less than cost, (2) the financial condition and near-term prospects of the entity, and (3) our intent and ability to retain our interest long enough for a recovery in market value. If we conclude that the impairment is "other than temporary," we reduce the investment to its estimated fair value. We have determined that there has been no impairment of our investments in unconsolidated joint ventures as of December 31, 2021.
Allocation of Purchase Price of Acquired Assets
Upon the acquisition of timberland properties, we allocate the purchase price to tangible assets, consisting of timberland and timber, and identified intangible assets and liabilities, which may include values associated with in-place leases or supply agreements, based in each case on our estimate of their fair values. The values of tangible assets are then allocated to timberland and timber based on our determination of the relative fair value of these assets.
Commitments and Contingencies
We are subject to certain commitments and contingencies with regard to certain transactions. Refer to Note 7 — Commitments and Contingencies to our accompanying consolidated financial statements for further explanation. Examples of such commitments and contingencies include:
• Mahrt Timber Agreements;
• Timberland operating agreements;
• Obligations under operating leases; and
• Litigation.
Subsequent Events
See Note 16 — Subsequent Event to our accompanying consolidated financial statements for details of events and transactions occurring after the year ended December 31, 2021.
ITEM 7A. QU AN TITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
As a result of our variable-rate debt facilities, we are exposed to interest rate changes. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. To achieve these objectives, we have entered into interest rate swaps, and may enter into other interest rate swaps, caps, or other arrangements in order to mitigate our interest rate risk on a related financial instrument. We do not enter into derivative or interest rate transactions for speculative purposes; however, certain of our derivatives may not qualify for hedge accounting treatment. All of our debt was entered into for other than trading purposes. We manage our ratio of fixed-to-floating-rate debt with the objective of achieving a mix that we believe is appropriate in light of anticipated changes in interest rates. We closely monitor interest rates and will
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continue to consider the sources and terms of our borrowing facilities to determine whether we have appropriately guarded ourselves against the risk of increasing interest rates in future periods.
As of December 31, 2021, we had the following debt balances outstanding under the Amended Credit Agreement:
(in thousands)
Maturity Date
Credit Facility
Interest Rate (1)
Outstanding Balance
Term Loan A-1
LIBOR + 1.75%
Term Loan A-2
LIBOR + 1.90%
Term Loan A-4
LIBOR + 1.70%
Total Principal Balance
(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.
As of December 31, 2021, we had two outstanding interest rate swaps with terms below:
(in thousands)
Interest Rate Swap
Effective Date
Maturity Date
Pay Rate
Receive Rate
Notional Amount
2019 Swap - 10YR
one-month LIBOR
2019 Swap - 7YR
one-month LIBOR
Total
As of December 31, 2021, after consideration of the interest rate swaps, $25.0 million of our total debt outstanding was subject to variable interest rates while the remaining $275.0 million is subject to effectively fixed interest rates. A change in the market interest rate impacts the net financial instrument position of our effectively fixed-rate debt portfolio; however, it has no impact on interest incurred or cash flows.
Details of our variable-rate and effectively fixed-rate debt outstanding as of December 31, 2021, along with the corresponding average interest rates, are listed below:
Expected Maturity Date
(dollars in thousands)
Thereafter
Total
Maturing debt:
Variable-rate debt
Effectively fixed-rate debt
Average interest rate (1) :
Variable-rate debt
Effectively fixed-rate debt
(1) Inclusive of applicable spread but before considering patronage dividends.
As of December 31, 2021, the weighted-average interest rate of our outstanding debt, after consideration of the interest rate swaps, was 3.77%, before considering patronage dividends . A 1.0% change in interest rates would result in a change in interest expense of $0.3 million per year. The amount of effectively variable-rate debt outstanding in the future will be largely dependent upon the level of cash from operations and the rate at which we are able to deploy such cash flow toward repayment of outstanding debt and the acquisition of timberland properties.
