Form 8-K CatchMark Timber Trust, For: Aug 03

August 3, 2015 4:02 PM EDT


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
August 3, 2015


CATCHMARK TIMBER TRUST, INC.
(Exact name of registrant as specified in its charter)

Maryland
001-36239
20-3536671
 (State or other jurisdiction of incorporation)
 (Commission File Number)
(IRS Employer Identification No.)

 
5 Concourse Parkway, Suite 2325
Atlanta, Georgia 30328
          (Address of principal executive offices, including zip code)
 
Registrant's telephone number, including area code: (855) 858-9794
 
Former name or former address, if changed since last report: N/A
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2 below):
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))






Item 2.02    Results of Operations and Financial Condition

On August 3, 2015, CatchMark Timber Trust, Inc. issued a press release regarding its results for the quarter ended June 30, 2015. A copy of the press release is furnished with this report as Exhibit 99.1, and is incorporated by reference into this report.

 
Item 9.01            Financial Statements and Exhibits
 
(d) Exhibits:
Exhibit No.
 
 Description
99.1
 
CatchMark Timber Trust, Inc. Earnings Release Dated August 3, 2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 






SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


 
 
CATCHMARK TIMBER TRUST, INC.
 
 
 
Date: August 3, 2015
By:
/s/ BRIAN M. DAVIS
 
 
Brian M. Davis
Senior Vice President and Chief Financial Officer






FOR IMMEDIATE RELEASE        

CatchMark Second Quarter Revenues Increase 19% Year-Over-Year; Adjusted EBITDA Up 10%; Third Quarter Dividend Declared; Acquisition Pipeline Builds into Second Half of the Year


ATLANTA - August 3, 2015 - CatchMark Timber Trust, Inc. (NYSE: CTT) today reported solid operating results and year-over-year growth for the quarter ending June 30, 2015, driven by the successful integration of properties acquired during last year and the continued execution of management strategies to sustain durable gains.
Company highlights for the second quarter 2015 include:
Generated total revenues of $14.2 million compared to $11.9 million for the second quarter 2014, an increase of 19%.
Registered Adjusted EBITDA of $5.5 million compared to $5.0 million for the second quarter 2014, an increase of 10%.
Increased gross timber sales revenue by approximately 25%, primarily from an increase in total timber sales volume of 24% to 448,570 tons up from 360,778 tons in second quarter 2014;
Realized an increase in average net prices for sawtimber of 8%, compared to second quarter 2014 benefiting from regional pricing dynamics from the 2014 acquisitions.
Acquired 9,700 acres of prime timberlands in two separate transactions for $12.8 million;
Paid a dividend of $0.125 per share on June 15, 2015.
CatchMark today also declared a dividend of $0.125 per share to stockholders of record on August 28, 2015 payable on September 14, 2015.
Jerry Barag, CatchMark’s President and Chief Executive Officer, said: “Second quarter results represent sound implementation of our operating plan on expanding timberland holdings. At the same time, we





have maintained significant liquidity-nearly $300 million in various facilities-to take advantage of acquisition opportunities to enhance our platform, with a continued focus on the Southeast U.S where we see the best relative value.
“CatchMark’s current acquisitions pipeline is steadily building with a deeper pool of opportunities for the second half of the year, after falling off earlier this year with fewer opportunities meeting our criteria for size, quality and stocking,” Barag said.
For the six months ending June 30, 2015, CatchMark acquired approximately 17,400 acres of property in Georgia and Texas for $27.9 million in five separate transactions. The acquisitions have added 0.6 million tons to the company’s merchantable timber inventory, comprising 72% pine plantations by acreage and 56% sawtimber by tons.
Willis J. Potts, Jr., CatchMark's Chairman of the Board, said: “In exercising discipline and prudence in reviewing potential purchases, we remain committed to securing high quality timberlands, which will ensure long-term revenue and dividend growth.”
CatchMark also registered $0.6 million in sales of 258 acres of timberlands during the second quarter.
Results for Three and Six Months Ended June 30, 2015
CatchMark’s revenues increased to $14.2 million for the three months ended June 30, 2015 up from $11.9 million for the three months ended June 30, 2014, driven primarily by an increase in timber sales revenue of $2.5 million. Gross timber sales revenue increased by 25% mainly due to a 24% increase in harvest volume as a result of incremental harvest on properties acquired in the past 12 months. The company’s net loss increased to $2.3 million for the three months ended June 30, 2015 from $0.3 million for the three months ended June 30, 2014 primarily due to a higher depletion expense as a result of the change in depletion methodology.





 
Three Months Ended
June 30, 2014
 
Changes attributable to:
 
Three Months Ended
June 30, 2015
(amounts in thousands)
 
Price
 
Volume
 
Timber sales (1)
 
 
 
 
 
 
 
Pulpwood
$
6,111

 
$
(65
)
 
$
887

 
$
6,933

Sawtimber (2)
4,062

 
150

 
1,527

 
5,739

 
$
10,173

 
$
85

 
$
2,414

 
$
12,672

(1) 
Timber sales are presented on a gross basis.
(2) 
Includes sales of chip-n-saw and sawtimber.

Revenues increased to $34.4 million for the six months ended June 30, 2015 up from $20.8 million for the six months ended June 30, 2014 driven by an increase in timber sales revenue of $7.5 million, an increase in timberland sales revenue of $5.7 million, and an increase in other revenues of $0.5 million. Gross timber sales revenue increased by approximately 41%, mainly due to a 42% increase in harvest volume as a result of incremental harvest on properties acquired in the past 12 months. Net loss increased to $3.1 million for the six months ended June 30, 2015 from $0.7 million for the six months ended June 30, 2014 primarily due to a higher depletion expense as a result of the change in depletion methodology.
 
Six Months Ended
June 30, 2014
 
Changes attributable to:
 
Six
Months Ended June 30, 2015
(amounts in thousands)
 
Price
 
Volume
 
Timber sales (1)
 
 
 
 
 
 
 
Pulpwood
$
10,922

 
$
(173
)
 
$
2,995

 
$
13,744

Sawtimber (2)
7,348

 
298

 
4,376

 
12,022

 
$
18,270

 
$
125

 
$
7,371

 
$
25,766

(1) 
Timber sales are presented on a gross basis.
(2) 
Includes sales of chip-n-saw and sawtimber.
Adjusted EBITDA
The discussion below is intended to enhance the reader’s understanding of our operating performance and our ability to satisfy lender requirements. Earnings from Continuing Operations before Interest, Taxes, Depletion, and Amortization (“EBITDA”) is a non-GAAP measure of operating performance. EBITDA is defined by the SEC; however, we have excluded certain other expenses due to their non-cash nature, and we refer to this measure as “Adjusted EBITDA.” As such, our Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies and should not be viewed as an alternative to net income as a measurement of our operating performance. Due to significant amount of





timber assets subject to depletion and significant amount of financing subject to interest and amortization expense, management considers Adjusted EBITDA to be an important measure of our financial condition and performance. Our credit agreements 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.
For the three months ended June 30, 2015, Adjusted EBITDA was $5.5 million, a $0.5 million increase from the three months ended June 30, 2014, primarily due to a $1.9 million increase in net timber sales, offset by a $0.4 million decrease in net revenue from timberland sales, a $0.7 million increase in cash general and administrative expenses, and a $0.3 million increase in other operating expenses.
For the six months ended June 30, 2015, Adjusted EBITDA was $16.5 million, a $9.5 million increase from the six months ended June 30, 2014, primarily due to a $5.5 million increase in net timber sales and a $5.3 million increase in net revenue from timberland sales, offset by a $0.6 million increase in cash general and administrative expenses, and a $0.5 million increase in other operating expenses.
Our reconciliation of net loss to Adjusted EBITDA for the three and six months ended June 30, 2015 and 2014 follows (in thousands):
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(amounts in thousands)
2015
 
2014
 
2015
 
2014
Net loss
$
(2,330
)
 
$
(349
)
 
$
(3,147
)
 
$
(737
)
Add:
 
 
 
 
 
 
 
Depletion
6,396

 
3,729

 
12,598

 
5,533

Basis of timberland sold
327

 
706

 
4,894

 
744

Amortization (1)
210

 
131

 
390

 
226

Stock-based compensation expense
233

 
96

 
411

 
179

Interest expense (1)
671

 
677

 
1,323

 
987

Adjusted EBITDA
$
5,507

 
$
4,990

 
$
16,469

 
$
6,932

(1) 
For the purpose of the above reconciliation, amortization includes amortization of deferred financing costs, 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.






Conference Call/Webcast
The company will host a conference call and live webcast at 10 a.m. EDT on Tuesday, August 4, 2015 to discuss these results. Investors may listen to the conference call by dialing 888-510-1786 for U.S/Canada and 719-457-2727 for international callers. Participants will be asked to provide conference I.D. number 8335597. Access to the live webcast will be available at www.catchmark.com. A replay of this webcast will be archived on the company’s website shortly after the call. .
About CatchMark
Headquartered in Atlanta, CatchMark Timber Trust, Inc. is a self-administered and self-managed publicly traded REIT that began operations in 2007 and owns interests in approximately 406,700 acres* of timberland located in Alabama, Florida, Georgia, Louisiana and Texas. Listed on the NYSE (CTT), CatchMark provides institutions and individuals an opportunity to invest in a public company focused exclusively on timberland ownership with an objective of producing stockholder returns from sustainably recurring harvests. For more information, visit www.catchmark.com. From time to time, CatchMark releases important information via postings on its corporate website. Accordingly, investors and other interested parties are encouraged to enroll to receive automatic email alerts regarding new postings. Enrollment information is found in the “Investors Relations” section of www.catchmark.com.
* As of June 30, 2015.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. However, the absence of these or similar words or expressions does not mean that a statement is not forward-looking. Forward looking statements are not guarantees of performance and are based on certain assumptions, discuss future expectations, describe plans and strategies, contain projections of results of operations or of financial condition or state other forward looking information. Such statements include, but are not limited to, our acquisition pipeline building with a deeper pool of opportunities in the second half of the year, the execution of management strategies sustaining durable gains, and our ability to secure high quality timberlands that will ensure long-term revenue and dividend growth. Readers of





this press release should be aware that there are various factors that could cause actual results to differ materially from any forward-looking statements made in this press release. Factors that could cause or contribute to such differences include, but are not limited to: (i) we may not generate the harvest volumes from our timberlands that we currently anticipate; (ii) the demand for our timber may not increase at the rate we currently anticipate or at all due to changes in general economic and business conditions in the geographic regions where our timberlands are located; (iii) the cyclical nature of the real estate market generally, including fluctuations in demand and valuations, may adversely impact our ability to generate income and cash flow from sales of higher-and-better use properties; (iv) timber prices may not increase at the rate we currently anticipate or could decline, which would negatively impact our revenues; (v) the supply of timberlands available for acquisition that meet our investment criteria may be less than we currently anticipate; (vi) we may be unsuccessful in winning bids for timberland that are sold through an auction process; (vii) we may not be able to access external sources of capital at attractive rates or at all; (viii) potential increases in interest rates could have a negative impact on our business and (ix) the factors described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2014, under the heading “Risk Factors” and our other filings with Securities and Exchange Commission. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to update our forward-looking statements, except as required by law.


Contacts
Investors:                                                              Media:
Brian Davis                                                             Mary Beth Ryan, Miller Ryan LLC
(855) 858-9794                                                       (203) 268-0158
[email protected]                                            [email protected]







CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except for per-share data)
 
(Unaudited)
Three Months Ended
June 30,
 
(Unaudited)
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Revenues:
 
 
 
 
 
 
 
Timber sales
$
12,672

 
$
10,173

 
$
25,766

 
$
18,270

Timberland sales
591

 
1,025

 
6,765

 
1,090

Other revenues
911

 
703

 
1,887

 
1,411

 
14,174

 
11,901

 
34,418

 
20,771

Expenses:
 
 
 
 
 
 
 
Contract logging and hauling costs
4,824

 
4,207

 
9,944

 
7,954

Depletion
6,396

 
3,729

 
12,598

 
5,533

Cost of timberland sales
401

 
791

 
5,407

 
841

Forestry management expenses
1,061

 
810

 
2,182

 
1,506

General and administrative expenses
1,864

 
1,060

 
3,532

 
2,776

Land rent expense
172

 
190

 
375

 
405

Other operating expenses
935

 
681

 
1,873

 
1,326

 
15,653

 
11,468

 
35,911

 
20,341

Operating (loss) income
(1,479
)
 
433

 
(1,493
)
 
430

 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
Interest income
2

 
2

 
2

 
2

Interest expense
(853
)
 
(784
)
 
(1,656
)
 
(1,169
)
 
(851
)
 
(782
)
 
(1,654
)
 
(1,167
)
Net loss available to common stockholders
$
(2,330
)
 
$
(349
)
 
$
(3,147
)
 
$
(737
)
 
 
 
 
 
 
 
 
Weighted-average common shares outstanding - basic and diluted
39,551

 
24,985

 
39,490

 
24,910

 
 
 
 
 
 
 
 
Net loss per-share available to common stockholders - basic and diluted
$
(0.06
)
 
$
(0.01
)
 
$
(0.08
)
 
$
(0.03
)






CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(amounts in thousands, except for per-share data)
 
(Unaudited)
 
 
 
June 30, 2015
 
December 31, 2014
Assets:
 
 
 
Cash and cash equivalents
$
14,198

 
$
17,365

Accounts receivable
2,161

 
798

Prepaid expenses and other assets
2,529

 
2,781

Deferred financing costs, less accumulated amortization of $571 and $267 as of
    June 30, 2015 and December 31, 2014, respectively
4,017

 
4,245

Timber assets (Note 3):
 
 
 
Timber and timberlands, net
554,396

 
543,101

Intangible lease assets, less accumulated amortization of $933 and $931 as of
   June 30, 2015 and December 31, 2014, respectively
24

 
26

Total assets
$
577,325

 
$
568,316

 
 
 
 
Liabilities:
 
 
 
Accounts payable and accrued expenses
$
2,780

 
$
2,359

Other liabilities
4,120

 
3,265

Note payable and line of credit (Note 4)
138,002

 
118,000

Total liabilities
144,902

 
123,624

 
 
 
 
Commitments and Contingencies (Note 6)

 

 
 
 
 
Stockholders’ Equity:
 
 
 
Class A common stock, $0.01 par value; 889,500 shares authorized; 39,552 and 36,193
  shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively
396

 
362

Class B-3 common stock, $0.01 par value; 3,500 shares authorized; 0 and 3,164 shares
  issued and outstanding as of June 30, 2015 and December 31, 2014, respectively

 
32

Additional paid-in capital
612,926

 
612,518

Accumulated deficit and distributions
(180,350
)
 
(167,364
)
Accumulated other comprehensive loss
(549
)
 
(856
)
Total stockholders’ equity
432,423

 
444,692

Total liabilities and stockholders’ equity
$
577,325

 
$
568,316







CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(amounts in thousands)
 
(Unaudited)
Three Months Ended
June 30,
 
(Unaudited)
Six Months Ended
June 30,
 
2015
 
2014
 
2015
 
2014
Cash Flows from Operating Activities:
 
 
 
 
 
 
 
Net loss
$
(2,330
)
 
$
(349
)
 
$
(3,147
)
 
$
(737
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
 
 
 
Depletion
6,396

 
3,729

 
12,598

 
5,533

Other amortization
29

 
24

 
58

 
44

Stock-based compensation expense
233

 
96

 
411

 
179

Noncash interest expense
181

 
107

 
332

 
182

Basis of timberland sold
327

 
706

 
4,894

 
744

Changes in assets and liabilities:
 
 
 
 
 
 
 
Accounts receivable
(740
)
 
(552
)
 
(1,363
)
 
(1,102
)
Prepaid expenses and other assets
68

 
46

 
117

 
575

Accounts payable and accrued expenses
(168
)
 
825

 
595

 
378

Other liabilities
1,958

 
1,721

 
1,131

 
1,089

Net cash provided by operating activities
5,954

 
6,353

 
15,626

 
6,885

 
 
 
 
 
 
 
 
Cash Flows from Investing Activities:
 
 
 
 
 
 
 
Timberland acquisitions
(13,134
)
 
(81,742
)
 
(27,651
)
 
(86,089
)
Capital expenditures (excluding timberland acquisitions)
(210
)
 
(198
)
 
(1,056
)
 
(536
)
Net cash used in investing activities
(13,344
)
 
(81,940
)
 
(28,707
)
 
(86,625
)
 
 
 
 
 
 
 
 
Cash Flows from Financing Activities:
 
 
 
 
 
 
 
Proceeds from note payable
6,000

 
86,500

 
20,500

 
86,500

Repayments of note payable

 
(2,009
)
 
(498
)
 
(20,169
)
Financing costs paid
(40
)
 
(928
)
 
(249
)
 
(943
)
Issuance of common stock

 

 

 
21,316

Dividends paid to common stockholders
(4,920
)
 
(2,748
)
 
(9,839
)
 
(5,495
)
Stock issuance costs

 
(7
)
 

 
(1,674
)
Net cash provided by financing activities
1,040

 
80,808

 
9,914

 
79,535

Net (decrease) increase in cash and cash equivalents
(6,350
)
 
5,221

 
(3,167
)
 
(205
)
Cash and cash equivalents, beginning of period
20,548

 
3,188

 
17,365

 
8,614

Cash and cash equivalents, end of period
$
14,198

 
$
8,409

 
$
14,198

 
$
8,409







SELECTED DATA

 
2015
 
2014
 
Q1
 
Q2
 
YTD
 
Q1
 
Q2
 
YTD
Timber Sales Volume ('000 tons)
 
 
 
 
 
 
 
 
 
 
 
Pulpwood
262

 
292

 
554

 
177

 
236

 
413

Sawtimber
175

 
157

 
332

 
86

 
125

 
211

Total
437

 
449

 
886

 
263

 
361

 
624

 
 
 
 
 
 
 
 
 
 
 
 
Delivered % as of total volume
65
%
 
59
%
 
62
%
 
79
%
 
63
%
 
70
%
Stumpage % as of total volume
35
%
 
41
%
 
38
%
 
21
%
 
37
%
 
30
%
 
 
 
 
 
 
 
 
 
 
 
 
Net timber sales price ($ per ton)
 
 
 
 
 
 
 
 
 
 
 
Pulpwood
$
13

 
$
13

 
$
13

 
$
14

 
$
13

 
$
13

Sawtimber
$
26

 
$
26

 
$
26

 
$
22

 
$
24

 
$
23

 
 
 
 
 
 
 
 
 
 
 
 
Timberland Sales
 
 
 
 
 
 
 
 
 
 
 
Gross Sales (1) ('000)
$
6,174

 
$
591

 
$
6,765

 
$
65

 
$
1,025

 
$
1,090

Acres Sold
3,400

 
258

 
3,658

 
29

 
547

 
576

Price per acre
$
1,816

 
$
2,291

 
$
1,849

 
$
2,250

 
$
1,873

 
$
1,892

 
 
 
 
 
 
 
 
 
 
 
 
Timberland Acquisitions
 
 
 
 
 
 
 
 
 
 
 
Gross Acquisitions (1) ('000)
$
14,533

 
$
12,771

 
$
27,304

 
$
243

 
$
85,376

 
$
85,619

Acres Acquired
7,668

 
9,686

 
17,354

 
203

 
44,321

 
44,524

Price per acre ($/acre)
$
1,895

 
$
1,318

 
$
1,573

 
$
1,200

 
$
1,926

 
$
1,923

 
 
 
 
 
 
 
 
 
 
 
 
Period End Acres ('000)
 
 
 
 
 
 
 
 
 
 
 
Fee
369

 
379

 
379

 
247

 
291

 
291

Lease
29

 
28

 
28

 
30

 
30

 
30

Total
398

 
407

 
407

 
277

 
321

 
321

(1) Exclusive of closing costs.





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