8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 2

CURRENT REPORT

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

Date of Report (Date of earliest event reported): July 12, 2018

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Explanatory Note

On May 18, 2018, CatchMark Timber Trust, Inc. (the “Company”) filed a Current Report on Form 8-K (the “May Report”) with the Securities and Exchange Commission to report under Item 1.01 regarding the execution on May 14, 2018 of:

(1)    a letter agreement providing for the funding of a $227.5 million equity investment (the “Investment”) by the Company’s wholly-owned subsidiary, CatchMark Timber Operating Partnership, L.P., in another wholly-owned subsidiary, Creek Pine Holdings, LLC (“Holdings”),

(2)    letter agreements providing for an aggregate equity investment of $665.0 million by an investor group in a joint venture partnership, TexMark Timber Treasury, L.P. (“Triple T”), and

(3)    the Crown Pine Purchase Agreement (as defined and described in the May Report) providing for Holdings' contribution to Triple T of the amount described in (1) above and the use by Triple T of such contribution, together with the amount described in (2) above and the proceeds of a $600 million term loan, to purchase of all of the outstanding partnership interests in Crown Pine Timber 1, L.P. (“CP Timber 1”), the owner of approximately 1.1 million acres of timberland in East Texas, for approximately $1.39 billion in cash, subject to certain adjustments, and to pay certain transaction-related expenses.

In connection therewith, the Company filed under Item 9.01(d) (a) audited financial statements of CP Timber 1 as of December 31, 2017, 2016 and 2015 and for the three years ended December 31, 2017 and the notes thereto, (b) unaudited financial statements of CP Timber 1 as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017 and the notes thereto, and (c) unaudited pro forma condensed consolidated financial information reflecting the Investment as of January 1, 2017 and March 31, 2018 and the notes thereto.

On July 12, 2018, the Company filed a Current Report on Form 8-K (the “July Report”) to report under Item 1.01 the completion of the transactions contemplated by the Crown Pine Purchase Agreement.

This Amendment No. 1 amends the July Report to file, under Item 9.01(d) hereof, (1) updated unaudited interim financial statements of CP Timber 1 as of June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 2018 and 2017, and the notes thereto, and (2) updated unaudited pro forma condensed consolidated financial information reflecting the Investment as of January 1, 2017 and June 30, 2018, and the notes thereto.

Item 9.01            Financial Statements and Exhibits

(a)Financial Statements of Business Acquired

The unaudited financial statements of CP Timber 1 as of June 30, 2018 and December 31, 2017 and for the three and six months ended June 30, 2018 and 2017, and the notes thereto are filed as Exhibit 99.1 to this report.

(b)Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial information reflecting the Investment as of June 30, 2018, for the six months ended June 30, 2018, for the 12 months ended December 31, 2017, and the notes thereto are filed as Exhibit 99.2 to this report. This information is not necessarily indicative of the operating results or financial position that would have been achieved had the Investment been consummated as of the date indicated or of the results that may be obtained for future periods.

(d)     Exhibits:

The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Unaudited financial statements of CP Timber 1 as of June 30, 2018 and December 31, 2017 and for the three months and six months ended June 30, 2018 and 2017 and the notes thereto.
99.2	Unaudited pro forma condensed consolidated financial information reflecting the Investment as of June 30, 2018, for the six months ended June 30, 2018, for the 12 months ended December 31, 2017, and the notes thereto

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: September 17, 2018	By:	/s/ BRIAN M. DAVIS
		Brian M. Davis Senior Vice President and Chief Financial Officer

EX-99.1

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017

CROWN PINE TIMBER 1, LP AND AFFILIATED ENTITIES Unaudited Combined Carve-Out Balance Sheets June 30, 2018 and December 31, 2017 (Dollar amounts in thousands) Assets 6/30/2018 12/31/2017 Current assets: Accounts receivable $ 3,300 2,238 Prepaid expenses and other current assets 454 157 Inventory 3,137 3,658 Total current assets 6,891 6,053 Timber and timberlands, net 1,579,643 1,584,753 Buildings and equipment, net 629 680 Total assets $ 1,587,163 1,591,486 Liabilities and Partners’ Capital Current liabilities: Accounts payable and accrued liabilities $ 6,012 8,450 Deferred revenue 9,017 4,081 Total current liabilities 15,029 12,531 Partners’ capital 1,572,134 1,578,955 Total liabilities and partners’ capital $ 1,587,163 1,591,486 1

CROWN PINE TIMBER 1, LP AND AFFILIATED ENTITIES Unaudited Combined Carve-Out Statements of Operations For the Three-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) Q2 2018 Q2 2017 Revenues: Log and stumpage sales $ 21,385 19,741 Other revenue 5,482 4,708 Total revenues 26,867 24,449 Operating costs: Cost of logs harvested 15,894 14,564 Depreciation, depletion, and amortization 4,481 4,285 Forest management and engineering expenses 1,151 1,080 Selling, general, and administrative expenses 2,962 2,712 Gain on disposal of timber, timberland, and equipment (1) (10) Net income $ 2,380 1,818 2

CROWN PINE TIMBER 1, LP AND AFFILIATED ENTITIES Unaudited Combined Carve-Out Statements of Operations For the Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) Q2 2018 Q2 2017 Revenues: Log and stumpage sales $ 40,640 39,821 Other revenue 12,304 7,597 Total revenues 52,944 47,418 Operating costs: Cost of logs harvested 30,218 28,482 Depreciation, depletion, and amortization 8,187 8,677 Forest management and engineering expenses 4,092 4,084 Selling, general, and administrative expenses 6,171 7,035 Gain on disposal of timber, timberland, and equipment (264) (10) Net income $ 4,540 (850) 3

CROWN PINE TIMBER 1, LP AND AFFILIATED ENTITIES Unaudited Combined Carve-Out Statements of Partners’ Capital For the Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) Crown Pine Crown Pine CPT Parent LP REIT, Inc. LogCo, LLC Total Balance, December 31, 2016 $ 1,292,784 298,473 (914) 1,590,343 Net income (230) (53) (567) (850) Net transactions with partners (5,819) (1,343) 1,223 (5,939) Balance, June 30, 2017 $ 1,286,735 297,077 (258) 1,583,554 Balance, December 31, 2017 $ 1,281,973 295,976 1,006 1,578,955 Net (loss) income 5,152 1,189 (1,801) 4,540 Net transactions with partners (8,685) (2,005) (671) (11,361) Balance, June 30, 2018 $ 1,278,440 295,160 (1,466) 1,572,134 4

CROWN PINE TIMBER 1, LP AND AFFILIATED ENTITIES Unaudited Combined Carve-Out Statements of Cash Flows For the Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) Q2 2018 Q2 2017 Cash flows from operating activities: Net income $ 4,540 (850) Adjustments to reconcile income to net cash from operating activities: Depreciation, depletion, and amortization 8,187 8,677 Gain on disposal of timber, timberland, and equipment (264) (10) Changes in operating accounts: Accounts receivable (1,062) (369) Prepaid expenses and other current assets (297) (70) Inventory 521 (61) Accounts payable and accrued liabilities (2,438) (3,188) Deferred revenue 4,936 4,319 Net cash provided by operating activities 14,123 8,448 Cash flows from investing activities: Timber, timberlands and road additions (3,048) (2,518) Building and equipment additions (11) (1) Proceeds from sale of timber, timberland and equipment 297 10 Net cash used in investing activities (2,762) (2,509) Cash flows from financing activities: Net transactions with partners (11,361) (5,939) Net cash used in financing activities (11,361) (5,939) Net change in cash and cash equivalents — — Cash and cash equivalents, beginning of year — — Cash and cash equivalents, end of year $ — — 5

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Notes to Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) (1) Organization, Nature of Operations, and Basis of Presentation (a) Organization and Nature of Operations Crown Pine Timber 1, LP (CPT1) was formed on October 29, 2007 for the purpose of acquiring and managing timberlands in the Southeastern United States. CPT1 currently owns approximately 1.1 million acres of fee timber and timberlands in Texas. CPT1 is owned by Crown Pine REIT, Inc. (the REIT), a Delaware corporation formed on January 30, 2009, and Crown Pine Parent, LP (CP Parent), a Delaware limited partnership formed on August 3, 2007. CP Parent and the REIT’s ownership interests in CPT1 are 81.24296% and 18.75704%, respectively. Crown Pine Parent GP, LLC, a Delaware limited liability company owned by Campbell Global, is the sole general partner of CP Parent. Crown Pine Realty 1, Inc. (CPR1) is a Delaware corporation formed on January 30, 2009, for the purpose of managing land sale and marketing activities for the timberlands owned by CPT1. CPR1 is a wholly-owned subsidiary of CPT1. Crown Pine Leasing, LLC (Leasing) is a Delaware limited liability company formed on January 27, 2009 for the purpose of managing hunting and recreational leases on the timberlands owned by CPT1 pursuant to a master recreational lease with CPT1. Leasing is a wholly-owned subsidiary of CPT1. CPT LogCo, LLC (LogCo) is a Delaware limited liability company formed on October 4, 2007 for the purpose of buying and harvesting timber and selling logs on the open market, as well as servicing the supply agreements with TIN, Inc. (Temple-Inland), as discussed in note 5. The sole managing member of LogCo is CPT LogCo, Inc. whose sole shareholder is Campbell Global. LogCo harvests timber from timberlands held by CPT1 and Crown Pine Timber 4, LP (CPT4) (collectively, the Timber LPs) and sells principally to unrelated third parties. CPT4 is a subsidiary of CP Parent and the REIT and owns timberlands and timber lease rights in Louisiana. The Timber LPs sell substantially all of their harvested timber through several stumpage agreements with LogCo. The Texas timberlands (owned by CPT 1) and non-Texas timberlands (owned by CPT 4) are managed collectively as a portfolio (Crown Pine) by Campbell Global. CP Parent is in discussions with a third party for the sale of certain timberlands located in Texas (the Texas Timberlands) to be structured as a sale of the CP Parent subsidiaries CPT1, CPR1 and Leasing, and certain components of LogCo related to the operation of the Texas Timberlands (the Sale). (b) Basis of Presentation The accompanying unaudited combined carve-out financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for the purpose of presenting the combined financial position, results of operations, changes in partners’ capital and cash flows related to the Texas Timberlands and include the accounts of CPT1, CPR1, Leasing and the components of LogCo to be included in the Sale (collectively, the Company). Financial statements have not been historically prepared for the Company. The accompanying unaudited combined carve-out financial statements are derived from historical accounting records of 6

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Notes to Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) Crown Pine and include the assets, liabilities, revenue and expenses of the Company directly attributable to the Texas Timberlands, as well as allocations deemed reasonable by management, to present the combined financial position, results of operations, changes in partners’ capital and cash flows of the Company on a stand-alone basis. The historical operating results and cash flows of the Company may not be indicative of what they would have been had the Company been a stand-alone entity, nor are they necessarily indicative of what the Company’s operating results and cash flows may be in the future. The unaudited combined carve-out statements of operations for the Company include allocations of certain shared costs between the Texas and non-Texas operations of Crown Pine. Allocations of these shared costs were performed in order to reflect the appropriate portion of each in the accounts of the Company and were based primarily on either relative acres under management or relative volumes harvested during the periods presented. Management believes the methodologies applied for these allocations are reasonable and that allocations of these shared costs are not material to the combined carve-out financial statements. All intercompany accounts and transactions between entities included within the accompanying unaudited combined carve-out financial statements have been eliminated. (2) Summary of Significant Accounting Policies (a) Use of Estimates The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include depletion. (b) Partners’ Capital Cash management and financing of the operations of Crown Pine is performed on a centralized basis. As a result, none of the cash, cash equivalents or direct indebtedness of Crown Pine have been allocated to the Company in the accompanying unaudited combined carve-out financial statements. The effect of all cash and financing transactions of Crown Pine related to the Company flow through partners’ capital. Profits and losses for each fiscal year are allocated to partners’ capital accounts pro rata based on their respective ownership interests. (c) Revenue Recognition Log Sales The Company recognizes revenue from log and fiber sales upon delivery to the customer. The Company is typically responsible for all logging and hauling costs. 7

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Notes to Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) Pay-As-Cut Contracts Under pay-as-cut contracts, title and risk of loss from stumpage sales transfer to the buyer as the trees are cut. Revenue is recognized as timber is harvested. The buyer is typically responsible for all logging and hauling costs. Certain pay-as-cut contracts require an advance payment. The Company deferred a nominal amount of revenue for advance payments received as of December 31, 2017. The Company, in order to maintain capital gain treatment under IRC Section 631(b), and avoid unrelated business taxable income for certain partners, retains economic interest in the timber until it is harvested. Hunting Lease Income The Company receives payment for hunting leases in advance. The revenue is recognized ratably over the term of the hunting leases, which is typically one year. During the unaudited six-month periods ended June 30, 2018 and 2017 the Company recognized $4,010 and $4,060 of hunting lease revenue respectively. During the unaudited quarters ended June 30, 2018 and 2017 the Company recognized $2,014 and $2,034 of hunting lease income respectively. Hunting lease income is included in other revenue in the accompanying unaudited combined carve-out statements of operations. At June 30, 2018 and December 31, 2017 the Company had $9,017 and $4,054 of deferred revenue from hunting leases respectively, which is included in deferred revenue in the accompanying unaudited combined carve-out balance sheets. (d) Stumpage Agreements On October 31, 2007, the Timber LPs entered into a Master Sawtimber Stumpage Agreement (Sawtimber Stumpage Agreement) and a Master Pulpwood Stumpage Agreement (Pulpwood Stumpage Agreement), collectively the Stumpage Agreements, with LogCo. The Stumpage Agreements provide a source of logs and obligate LogCo to purchase all of the planned stumpage of the Timber LPs through the terms of the Supply Agreements. The Sawtimber Stumpage Agreement and the Pulpwood Stumpage Agreement expire upon the termination of the Sawtimber Supply and Pulpwood Supply Agreements. Volumes and prices under the Stumpage Agreements for timber to be purchased are negotiated quarterly with the intention of approximating existing market conditions. CPT1 sold $8,597 and $12,293 (approximately 1,331,999 tons and 1,322,113 tons) of timber to LogCo under the Stumpage Agreements during the unaudited six month periods ended June 30, 2018 and 2017, respectively. CPT1 sold $1,863 and $6,431 (approximately 705,772 tons and 654,867 tons) of timber to LogCo under the Stumpage Agreements during the unaudited quarters ended June 30, 2018 and 2017, respectively. All activity between CPT1 and LogCo has been eliminated in the accompanying unaudited combined carve-out financial statements. (e) Concentration of Credit Risk The Company is subject to credit risk through accounts receivable. For the unaudited six-month period ended June 30, 2018, two customers accounted for 39% and 38% of log and stumpage sales. For the unaudited six-month period ended June 30, 2017, two customers accounted for 40% and 39% of log and stumpage sales. For the unaudited quarter ended June 30, 8

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Notes to Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) 2018, two customers accounted for 40% and 39% of log and stumpage sales. For the unaudited quarter ended June 30, 2017, two customers accounted for 40% and 36% of log and stumpage sales. As of June 30, 2018, no single customer accounted for more than 10% of the outstanding accounts receivable balance. As of December 31, 2017, three customers accounted for 26%, 22%, and 14% of outstanding accounts receivable. There was no allowance for doubtful accounts at June 30, 2018 or December 31, 2017. (f) Inventory Inventory consists of rock, seedlings, and tree seed; and is carried at lower of cost or market. (g) Timber and Timberlands Timber and timberlands, including logging roads, are stated at cost less depletion for timber previously harvested and accumulated amortization related to roads. Amortization of logging roads and depletion of timber harvested are determined based on the volume of timber harvested in relation to the amount of estimated recoverable timber. The Company estimates its timber inventory using statistical information and data obtained from physical measurements, site maps, photo-types, and other information-gathering techniques. These estimates are updated annually and may result in adjustments of timber volumes and depletion rates, which are recognized prospectively. Changes in these estimates have no impact on the reported cash flow. (h) Buildings and Equipment Buildings and equipment, including additions and improvements that add to productive capacity or extend useful life, are recorded at cost. Maintenance and repairs are expensed as incurred. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from their respective accounts and any gain or loss is reflected in earnings. Depreciation is calculated on buildings and equipment for financial reporting purposes using the straight-line method and is based on estimated useful lives of twenty years and three years, respectively. Depreciation expense for the unaudited six-month periods ended June 30, 2018 and 2017 was $61 and $37 respectively. Depreciation expense for the unaudited quarters ended June 30, 2018 and 2017 was $26 and $12 respectively. Accumulated depreciation on buildings and equipment was $1,139 and $1,090 at June 30, 2018 and December 31, 2017 respectively. (i) Impairment of Long-Lived Assets The Company reviews its long-lived assets, primarily timber and timberlands, for impairment when events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. The Company compares the carrying value of the assets with the asset’s expected future undiscounted cash flows. If the carrying value of the asset exceeds the expected future cash flows, an impairment exists which is measured by the excess of the carrying value over the fair value of the 9

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Notes to Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) assets. There were no triggering events, and thus no impairment was recognized during the unaudited six-month periods ended June 30, 2018 and 2017. (j) Fair Value of Financial Instruments Accounting Standards Codification Topic 820, Fair Value Measurement (ASC Topic 820), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 also establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:  Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.  Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.  Level 3 inputs are unobservable inputs for the asset or liability. The Company does not have any assets or liabilities that are measured at fair value. The unaudited carrying value of all current assets and liabilities at June 30, 2018 and December 31, 2017 approximate their fair values due to their short maturity, less than one year. (k) Income Taxes CPT1, Leasing and LogCo are taxed as partnerships and, accordingly, are generally not liable for federal, state, or local income taxes since income or loss is reported on the separate tax returns of the partners or members. CPR1 is a Taxable REIT Subsidiary (TRS), which is treated as a taxable C-Corporation under the Internal Revenue Code. The Company evaluates the tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether the tax positions will be sustained by the applicable tax authority. The Company has determined that there is no tax liability resulting from unrecognized tax benefits related to uncertain income tax positions taken or expected to be taken on the tax return for the year ended December 31, 2017. Tax years potentially subject to examination are years 2014 and forward for all entities included within the Company, which is based on the 3 year statute of limitations. The 2011 tax year is also subject to examination for CPR1 but only to the extent of tax attribute carryforwards. 10

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Notes to Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) (l) Comprehensive Income Comprehensive income is equal to net income for the unaudited six-month periods and for the unaudited quarters ended June 30, 2018 and 2017. As such, no separate statements of comprehensive income are presented. (3) Related-Party Transactions The Company reimburses Campbell Global for payroll and other administrative costs incurred by Campbell Global on behalf of the Company. Reimbursable costs are billed to the Company by Campbell Global in the normal course of business and are based on proportionate formulas such as time studies, relative acres under management, or relative volumes harvested, depending on the nature of the cost. Reimbursable costs amounted to $2,872 and $2,735 for the unaudited six-month periods ended June 30, 2018 and 2017 respectively. Reimbursable costs amounted to $1,450 and $1,378 for the unaudited quarters ended June 30, 2018 and 2017 respectively. As of June 30, 2018 and December 31, 2017, $1,606 and $1,529 was unpaid respectively. (4) Timber and Timberlands On October 31, 2007, CPT1 purchased approximately 1.13 million acres of fee timber and timberlands in Texas. As of June 30, 2018 and December 31, 2017, the unaudited balance of timber and timberlands consisted of the following: 6/30/18 12/31/17 Timber $ 891,959 889,323 Timberlands 1,039,769 1,039,583 Accumulated depletion (352,085) (344,153) Timber and timberlands, net $ 1,579,643 1,584,753 Depletion expense related to timber for the unaudited six-month periods ended June 30, 2018 and 2017 was $7,932 and $8,509 respectively. Depletion expense related to timber for the unaudited quarters ended June 30, 2018 and 2017 was $4,338 and $4,261 respectively. Depletion expense is included in depreciation, depletion and amortization in the accompanying unaudited combined carve-out statements of operations. (5) Supply Agreements In 2007, the Timber LPs entered into long term supply agreements with Temple-Inland. The supply agreements consist of a Pulpwood Agreement, a Sawtimber Agreement, and a Fiber Agreement, which was terminated in 2012. 11

CROWN PINE TIMBER 1, L.P. AND AFFILIATED ENTITIES Notes to Unaudited Combined Carve-Out Financial Statements For the Three and Six-Month Periods Ended June 30, 2018 and 2017 (Dollar amounts in thousands) The Pulpwood Agreement has a base term of 20 years and commits the Company to produce and deliver annually varying amounts of pulpwood to Temple-Inland on a take or pay basis. The agreement can be extended for an additional five year term at Temple-Inland’s option. The price is updated quarterly and is based (depending on delivery volume) on an industry trade publication or the weighted average price of deliveries from other third parties, which is intended to approximate market. On October 9, 2015, the agreement was amended and restated. The Sawtimber Agreement has a base term of 12 years, and automatically extends for successive one year periods unless terminated by either party. The agreement commits the Company to produce and deliver varying amounts of volume each year on a take or pay basis to Temple-Inland. The price is updated quarterly and is based on the weighted average price of deliveries from other third parties, which is intended to approximate market. The parties agreed to amend the agreement effective as of July 1, 2012 and revised the volume schedule, adjusted certain specifications, and extended the base term an additional 10 years. The parties agreed to amend and restate the agreement effective October 22, 2015. The pricing under the agreement continues to approximate market. Temple-Inland was acquired by International Paper on February 13, 2012 and was being operated as a subsidiary of International Paper. Effective July 19, 2013, International Paper divested the building products business of Temple-Inland to Georgia-Pacific. All rights and obligations under the Sawtimber Agreement transferred to Georgia-Pacific. (6) Subsequent Events The Company has performed a review for subsequent events through August 21, 2018, which is the date the unaudited combined carve-out financial statements were available to be issued. 12

EX-99.2

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

This pro forma information should be read in conjunction with the historical consolidated financial statements and notes thereto of CatchMark Timber Trust, Inc. (“CatchMark”) included in its annual report filed on Form 10-K for the year ended December 31, 2017 and its quarterly report on Form 10-Q for the six months ended June 30, 2018 and the historical combined carve-out financial statements of Crown Pine Timber 1, L.P. and affiliated entities (“Crown Pine”) which are contained in the amended current report filed on Form 8-K that contains these unaudited pro forma condensed consolidated financial statements.

On July 6, 2018, CatchMark Timber Operating Partnership, L.P, a wholly-owned subsidiary of CatchMark Timber Trust, Inc. (“CatchMark”), completed its previously announced (and as previously disclosed in the Current Report on Form 8-K on May 18, 2018) investment of $200 million of common equity investment in Creek Pine Holdings, LLC (“Holdings”), funded using borrowings under CatchMark’s senior credit facility (the "Investment"). Also on that date Holdings and affiliates of BTG Pactual Timberland Investment Group, Highland Capital Management, Medley Capital LLC, British Columbia Investment Management Corporation and other equity investors (collectively, the “Preferred Investors”) completed their previously announced investment of $925.9 million investment in a joint venture, TexMark Timber Treasury, L.P. (“Triple T”), for purposes of completing the transactions contemplated by the Crown Pine Purchase Agreement (as described below).

On July 6, 2018, Triple T (through its indirect, wholly-owned subsidiary, Creek Pine, LLC, a Delaware limited liability company (“Creek Pine”)) completed the previously announced transactions contemplated by the Crown Pine Purchase Agreement (the “Crown Pine Purchase Agreement”) by and among Creek Pine, as assignee of Holdings of its rights and obligations under the Crown Pine Purchase Agreement, Crown Pine Timber 1, L.P. (“CP Timber 1”), Crown Pine Parent, L.P. (“CP Parent”), Crown Pine REIT, Inc. (“CP REIT”) and GPT1 LLC (together with CP Parent and CP REIT, the “Sellers”). Pursuant to the Crown Pine Purchase Agreement, Creek Pine acquired all of the outstanding partnership interests in CP Timber 1 for approximately $1.37 billion in cash (the “Acquisition”), subject to finalizing certain purchase price adjustments. CP Timber 1 and its subsidiaries are the fee simple owners of 1,099,875 gross acres of fee simple lands located in Southeast Texas.

The purchase price was financed through the proceeds of the equity contributions to Creek Pine described above and a $600 million, seven-year term loan made pursuant to the terms and conditions of a credit agreement, dated July 6, 2018 between Creek Pine REIT, LLC (“Creek Pine REIT”), Creek Pine Intermediate, LLC, Creek Pine, Creek Pine Timber GP, LLC, CoBank ACB, as administrative agent, and the lenders party thereto. Borrowings under the term loan bear interest at a floating rate equal to LIBOR or a base rate, plus a margin determined based upon a loan-to-value ratio and are secured by all of the assets of Creek Pine REIT and its subsidiaries.

In connection with the completion of the transactions contemplated by the Crown Pine Purchase Agreement, on July 6, 2018, Holdings and the Preferred Investors entered into an agreement of limited partnership in connection with Triple T (the “Joint Venture Agreement”). The Joint Venture Agreement provides for a term of five years (extendable, subject to certain approvals, to 7 and 10 years), preferred return to the Preferred Investors in priority to Holdings, subsequent preferred return to Holdings and, finally, participation by Holdings, on the one hand, and the Preferred Investors, on the other hand, in remaining distributions in percentages equal to 50%/50% or 80%/20%, respectively, depending upon the occurrence of certain contingencies. 

In connection with the Joint Venture Agreement, a subsidiary of CatchMark has entered into an asset management agreement (the “Asset Management Agreement”), pursuant to which CatchMark receives an asset management fee equal to 1%, subject to reduction in certain circumstances, of the purchase price of CP Timber 1 less CatchMark’s ownership percentage in Triple T.

The following unaudited pro forma condensed consolidated financial statements give effect to the Investment and related financings as if they had been completed on June 30, 2018 with respect to the pro forma consolidated balance sheet and as of January 1, 2017 with respect to the pro forma consolidated statements of operations. Pro forma adjustments are included only to the extent they are factually supportable and, with respect to the unaudited pro forma consolidated statements of operations, expected to have a continuing impact on the results of operations of CatchMark.

1

Exhibit 99.2

The unaudited pro forma consolidated statement of operations for the six months ended June 30, 2018 and for the twelve months ended December 31, 2017 have been developed from CatchMark’s historical consolidated statement of operations for such periods and Crown Pine’s historical combined carve-out statement of operations for such periods. The unaudited pro forma consolidated balance sheet has been developed from CatchMark’s historical consolidated balance sheet as of June 30, 2018 and Crown Pine’s historical combined carve-out balance sheet as of June 30, 2018.

The following unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of what CatchMark’s actual financial position or results of operations would have been had the Investment and related financings been completed on the dates indicated above. In addition, the following unaudited pro forma condensed consolidated financial statements do not purport to project the future financial position or results of operations of CatchMark. A number of factors may affect our results. See the specific factors set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017 and Item 1A of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2018.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET

AS OF JUNE 30, 2018

(in thousands, except for per-share amounts)

	CatchMark Historical (1)			Crown Pine Historical (2)		Investment Adjustments				CatchMark Pro Forma Total
Assets:
Cash and cash equivalents	$	12,096		$	—	$	4,951		A	$	17,047
Accounts receivable	3,494			3,300		(3,300		)	B	3,494
Prepaid expenses and other assets	48,394			4,220		(39,919		)	C	12,695
Deferred financing costs	368			—		—				368
Timber assets										—
Timber and timberlands, net	690,807			1,579,643		(1,579,643		)	B	690,807
Intangible lease assets, less accumulated amortization	14			—		—				14
Investment in unconsolidated joint ventures	6,977			—		114,720			D	121,697
Total assets	$	762,150		$	1,587,163	$	(1,503,191	)		$	846,122
Liabilities
Accounts payable and accrued expenses	$	7,178		$	6,012	$	(8,113	)	E	$	5,077
Other liabilities	4,302			9,017		(9,017		)	B	4,302
Notes payable and lines of credit, less net deferred financing costs	292,945			—		170,000			F	462,945
Total liabilities	$	304,425		$	15,029	$	152,870			$	472,324
Commitments and Contingencies	—			—		—				—
Stockholders' Equity
Class A common stock, $0.01 par value: 900,000 shares authorized; 49,123 and 49,123 shares issued and outstanding, historical and pro forma, respectively (3)	491			—		—				491
Partners' capital	—			1,572,134		(1,572,134		)	B	—
Additional paid-in capital	730,361			—		—				730,361
Accumulated deficit and distributions	(278,954		)	—		(83,927		)	G	(362,881		)
Accumulated other comprehensive income	5,827			—		—				5,827
Total stockholders' equity	457,725			1,572,134		(1,656,061		)		373,798
Total liabilities and stockholders' equity	$	762,150		$	1,587,163	$	(1,503,191	)		$	846,122

See accompanying notes.

⁽¹⁾  Historical financial information of CatchMark is derived from its Quarterly Report filed on Form 10-Q for the six months ended June 30, 2018.

⁽²⁾  Historical financial information of Crown Pine has been derived from the combined carved-out financial statements of Crown Pine Timber 1, L.P. and affiliated entities for the six months ended June 30, 2018. Certain Crown Pine amounts have been reclassified to conform to CatchMark's financial statement presentation.

⁽³⁾  Historical and pro forma shares issued and outstanding represent CatchMark common stock as of June 30, 2018 as filed in its Quarterly Report on Form 10-Q.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2018

(in thousands, except for per-share amounts)

	CatchMark Historical (1)			Crown Pine Historical (2)		Pro Forma Adjustments							CatchMark Pro Forma Total
						Investment				Other
Revenues:
Timber sales	$	36,398		$	40,640	$	(40,640	)	B	$	—		$	36,398
Timberland sales	11,086			—		—				—			11,086
Management fee	—			—		5,406			H	—			5,406
Other revenues	2,869			12,304		(12,304		)	B	—			2,869
	50,353			52,944		(47,538		)		—			55,759
Expenses:
Contract logging and hauling costs	16,541			—		—				—			16,541
Cost of logs harvested	—			30,218		(30,218		)	B	—			—
Depletion	13,660			7,932		(7,932		)	B	—			13,660
Cost of timberland sales	8,380			—		—				—			8,380
Forestry management expenses	3,252			4,092		(4,092		)	B	—			3,252
General and administrative expenses	6,118			6,426		(6,426		)	B	—			6,118
Land rent expenses	337			—		—				—			337
Other operating expenses	2,841			—		—				—			2,841
	51,129			48,668		(48,668		)		—			51,129
Operating income (loss)	(776		)	4,276		1,130				—			4,630
Other income (expense)
Interest income	160			—		(64		)	I	—			96
Interest expense	(6,804		)	—		(3,837		)	J	521		K	(10,120		)
	(6,644		)	—		(3,901		)		521			(10,024		)
Gain on disposal of timber, timberland, and equipment	—			264		(264		)	B	—			—
Net income (loss) before unconsolidated joint ventures	(7,420		)	4,540		(3,035		)		521			(5,394		)
Income from unconsolidated joint ventures	2,530			—		(5,971		)	L	—			(3,441		)
Net income (loss)	$	(4,890	)	$	4,540	$	(9,006	)		$	521		$	(8,835	)
Weighted-average common shares outstanding - basic and diluted	46,775											M	49,123
Net loss per share - basic and diluted	$	(0.10	)										$	(0.18	)

See accompanying notes.

⁽¹⁾  Historical financial information of CatchMark is derived from its Quarterly Report filed on Form 10-Q for the six months ended June 30, 2018.

⁽²⁾  Historical financial information of Crown Pine has been derived from the combined carved-out financial statements of Crown Pine Timber 1, L.P. and affiliated entities for the six months ended June 30, 2018. Certain Crown Pine amounts have been reclassified to conform to CatchMark's financial statement presentation.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands, except for per-share amounts)

	CatchMark Historical (1)			Crown Pine Historical (2)		Pro Forma Adjustments							CatchMark Pro Forma Total
						Investment				Other
Revenues:
Timber sales	$	71,353		$	82,556	$	(82,556	)	B	$	—		$	71,353
Timberland sales	14,768			—		—				—			14,768
Management fee	—			—		10,811			H	—			10,811
Other revenues	5,174			15,659		(15,659		)	B	—			5,174
	91,295			98,215		(87,404		)		—			102,106
Expenses:
Contract logging and hauling costs	31,108			—		—				—			31,108
Cost of logs harvested	—			60,813		(60,813		)	B	—			—
Depletion	29,035			17,132		(17,132		)	B	—			29,035
Cost of timberland sales	10,423			—		—				—			10,423
Forestry management expenses	6,758			6,259		(6,259		)	B	—			6,758
General and administrative expenses	11,660			13,855		(15,126		)	N	—			10,389
Land rent expenses	621			—		—				—			621
Other operating expenses	5,264			—		—				—			5,264
	94,869			98,059		(99,330		)		—			93,598
Operating income (loss)	(3,574		)	156		11,926				—			8,508
Other income (expense)
Interest income	113			—		—				—			113
Interest expense	(11,187		)	—		(7,960		)	J	700		K	(18,447		)
	(11,074		)	—		(7,960		)		700			(18,334		)
Gain on disposal of timber, timberland, and equipment	—			265		(265		)	B	—			—
Net income (loss) before unconsolidated joint ventures	(14,648		)	421		3,701				700			(9,826		)
Income from unconsolidated joint ventures	1,138			—		(194,029		)	L	—			(192,891		)
Net income (loss)	$	(13,510	)	$	421	$	(190,328	)		$	700		$	(202,717	)
Weighted-average common shares outstanding - basic and diluted	39,751											M	49,123
Net loss per share - basic and diluted	$	(0.34	)										$	(4.13	)

See accompanying notes.

⁽¹⁾  Historical financial information of CatchMark is derived from its Annual Report filed on Form 10-K for the year ended December 31, 2017.

⁽²⁾  Historical financial information of Crown Pine has been derived from the audited combined carved-out financial statements of Crown Pine Timber 1, L.P. and affiliated entities. Certain Crown Pine amounts have been reclassified to conform to CatchMark's financial statement presentation.

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CATCHMARK TIMBER TRUST, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED PRO FORMA

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands unless otherwise noted)

Adjustments to the Unaudited Pro Forma Condensed Consolidated Financial Statements

The unaudited pro forma consolidated balance sheet as of June 30, 2018 and the unaudited pro forma consolidated statements of operations for the six months ended June 30, 2018 and the year ended December 31, 2017 reflect the following adjustments:

A. Cash and Cash Equivalents

Represents reimbursements from Triple T for transaction costs incurred by CatchMark to effect the Investment and the Acquisition.

B. Various - Investment Adjustments

Represents the elimination of historical balances of Crown Pine as CatchMark accounts for the Investment using the equity method of accounting. See note D for additional information on the equity method and CatchMark’s Investment in Unconsolidated Joint Ventures.

C. Prepaid Expenses and Other Assets

Represents the elimination of the historical balance of Crown Pine ($4.2 million), the earnest money deposit ($30 million) towards the Acquisition made by CatchMark, and reversal of deferred transaction costs that were subsequently reimbursed or paid at closing by Triple T ($5.7 million).

D. Investment in Unconsolidated Joint Ventures

For joint ventures that it does not control but exercises significant influence, CatchMark uses the equity method of accounting. Under the equity method, the investment in a joint venture is recorded at cost and adjusted for equity in earnings and cash contributions and distributions. Income or loss and cash distributions from an unconsolidated joint venture are allocated according to the provisions of the respective joint venture agreement, which may be different from its stated ownership percentage. CatchMark’s equity in earnings (losses) of the unconsolidated Triple T joint venture is determined using the hypothetical liquidation-at-book value (“HLBV”) method.

The pro forma adjustment represents the book basis of CatchMark’s investment in the unconsolidated Triple T joint venture assuming an initial $200 million contribution and its pro forma equity in earnings (losses) for the six months ended June 30, 2018 determined using HLBV. The following table summarizes the pro forma adjustments made to Investment in Unconsolidated Joint Ventures related to the Investment as of June 30, 2018 (in thousands):

	As of June 30, 2018
Beginning Balance	$	—
Contribution to Triple T	200,000
Equity in Earnings of Triple T	(85,280		)
Ending Balance, Pro Forma Adjustment	$	114,720

See note G for additional information on the determination of CatchMark’s equity in earnings (losses) of the unconsolidated Triple T joint venture.

E. Accounts Payable and Accrued Expenses

Represents the elimination of the historical balance of Crown Pine ($6.0 million), and accrued transaction costs ($2.1 million) that were paid at closing by Triple T.

F. Notes Payable and Lines of Credit

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Represents borrowings from CatchMark’s credit facilities used to partially fund the Investment, which in turn was contributed to and used by Triple T to pay a portion of the $1.37 billion purchase price for the Acquisition.

G. Accumulated Deficit and Distributions

Represents CatchMark’s equity in earnings (losses) of the unconsolidated Triple T Timberlands joint venture determined using HLBV as if the Investment and Acquisition had been completed on June 30, 2018, the date of the unaudited pro forma consolidated balance sheet. CatchMark’s pro forma equity in earnings (losses) of Triple T determined using HLBV results primarily from distribution preferences and transaction costs incurred by Triple T in the period of Acquisition and are not consistent with the historical results of operations of Crown Pine. The following table summarizes the pro forma adjustment made to Accumulated Deficit and Distributions related to the Investment as of June 30, 2018 (in thousands):

	As of June 30, 2018
Book Value of Triple T - Pro Forma Balance Sheet	$	1,440,586
Repayment of Triple T Debt	(600,000		)
Return of Capital - Preferred Investors	(725,866		)
Residual Equity Balance	114,720
CatchMark Investment in Triple T	200,000
CatchMark Equity in Earnings of Triple T, Pro Forma Adjustment	$	(85,280	)

H. Management Fee Revenue

Represents management fee revenue in the amount of approximately 1.0% of the purchase price of the Acquisition multiplied by the Preferred Investors’ relative equity percentage.

I. Interest Income

Represents interest income earned on the $30 million earnest money deposit described in note C above.

J. Interest Expense - Investment

Represents interest expense on borrowings under CatchMark's credit facilities to fund the Investment, which was contributed to and used by Triple T to pay a portion of the $1.37 billion purchase price for the Acquisition. CatchMark’s credit facilities bear interest at London Interbank Offered Rate, or LIBOR, plus a spread of 1.50% to 2.20%, depending on loan-to-value ratio, as defined per the credit agreements. For purposes of pro forma adjustments, such borrowings bore interest at a weighted-average variable rate of approximately 3.94% and 3.09% for the three months ended June 30, 2018 and the year ended December 31, 2017, respectively. A 1.0% change in interest rates would result in a change in interest expense of approximately $0.5 million and $2.0 million for the six months ended June 30, 2018 and the year ended December 31, 2017, respectively.

K. Interest Expense - Other

Represents interest expense savings, net of the associated $1.4 million write-off of deferred financing costs in the year ended December 31, 2017, related to the repayment of $69.0 million of outstanding debt in March 2018 with net proceeds from CatchMark’s public equity offering conducted in March 2018. This debt repayment is reflected in CatchMark’s historical notes payable and lines of credit balance as of June 30, 2018.

L. Income (Loss) from Unconsolidated Joint Ventures

Represents CatchMark’s income (loss) from unconsolidated joint ventures based on its equity in earnings (losses) of the unconsolidated Triple T joint venture determined using HLBV as if the Investment and Acquisition had been completed on January 1, 2017. CatchMark’s pro forma equity in earnings (losses) of Triple T determined using HLBV results primarily from distribution preferences and transaction costs incurred by Triple T in the period of Acquisition and are not consistent with the historical results of operations of Crown Pine. The following table summarizes the pro forma adjustment made to Income from Unconsolidated Joint Ventures for the six months ended June 30, 2018 and the year ended December 31, 2017 (in thousands):

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	For the Six Months Ended June 30, 2018			For the Year Ended December 31, 2017
Book Value of Triple T - Pro Forma Income Statement	$	1,406,239		$	1,406,238
Repayment of Triple T Debt	(600,000		)	(600,000		)
Preferred Return Distribution - Preferred Investors	(115,940		)	(74,401		)
Return of Capital - Preferred Investors	(690,299		)	(725,866		)
Residual Equity Balance in Triple T	—			5,971
CatchMark Investment in Triple T	(5,971		)	200,000
CatchMark Equity in Earnings of Triple T, Pro Forma Adjustment	$	5,971		$	(194,029	)

M. Weighted-Average Common Shares Outstanding - Basic and Diluted

Pro forma weighted-average common shares outstanding - basic and diluted represent the number of shares outstanding at the end of the period as if they were issued and outstanding during the entire period.

N. General and Administrative Expenses

Represents the elimination of historical balances of Crown Pine ($13.9 million) plus a reversal of $1.3 million of transaction costs CatchMark incurred in connection with the Investment, which was expensed in 2017 and reimbursed by Triple T on July 6, 2018.

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