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) February 1, 2007 ---------------- Pope Resources, A Delaware Limited Partnership (Exact name of registrant as specified in its charter) Delaware 91-1313292 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 19245 Tenth Avenue NE, Poulsbo, Washington 98370 ------------------------------------------------ (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code (360) 697-6626 -------------- NOT APPLICABLE -------------- (Former name or former address, if changed since last report.) 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-(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))INFORMATION TO BE INCLUDED IN THE REPORT Item 2.02: RESULTS OF OPERATIONS AND FINANCIAL CONDITION On February 1, 2007 the registrant issued a press release relating to its earnings for the quarter ended December 31, 2006. A copy of that press release is furnished herewith as Exhibit 99.1. Item 9.01: FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - ---------- ----------- 99.1 Press release of the registrant dated February 1, 2007 SIGNATURES - ---------- Pursuant to the requirements of Section 13 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. POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP DATE: February 1, 2007 BY: /s/ Thomas M. Ringo ---------------------------------- Thomas M. Ringo Vice President and Chief Financial Officer, Pope Resources, A Delaware Limited Partnership, and Pope MGP, Inc., General Partner
Exhibit 99.1 Pope Resources Reports Fourth Quarter Earnings of $7.8 Million POULSBO, Wash.--(BUSINESS WIRE)--Feb. 1, 2007--Pope Resources (Nasdaq:POPEZ) reported net income of $7.8 million, or $1.63 per diluted ownership unit, on revenues of $16.5 million for the quarter ended December 31, 2006. This compares to net income of $0.9 million, or 18 cents per diluted ownership unit, on revenues of $8.9 million for the quarter ended December 31, 2005. Net income for the year ended December 31, 2006, totaled $24.9 million, or $5.23 per diluted ownership unit, on revenues of $66.3 million. For the corresponding period in 2005, net income totaled $13.7 million, or $2.88 per diluted ownership unit, on revenues of $57.0 million. Earnings before interest, income tax, depreciation, depletion, and amortization (EBITDDA) for the quarter ended December 31, 2006, were $8.5 million, compared to $2.9 million for the fourth quarter of 2005. For the year ended December 31, 2006, EBITDDA was $33.2 million, compared to $28.4 million in 2005. "We enjoyed record results in 2006, thanks to a series of major real estate sales that closed following years of effort and planning," said David L. Nunes, President and CEO. "Over 52% of our profit and 27% of revenue for 2006 resulted from the sale of two real estate parcels, a 200-acre residential land sale in Bremerton and the sale of a 17-acre commercial property in Gig Harbor." Fourth quarter 2006 results for our Fee Timber segment were very modest, with operating income of $0.8 million, representing half the corresponding 2005 level of $1.6 million; however, this was expected as we front-loaded over 90% of our annual harvest volume during the first three quarters of 2006. Average realized log prices in the current quarter were $619 per thousand board feet (MBF), up 12% from the corresponding quarter in 2005, while log volumes decreased from 8 million board feet (MMBF) in 2005 to 4 MMBF in 2006. On a year-to-date basis, average realized log prices increased 6%, rising from $576 per MBF in 2005 to $611 per MBF in 2006. Total harvest volume decreased from 74 MMBF in 2005 to 55 MMBF in 2006, based on a planned reduction following the completion of harvest volume coming from two acquisitions made in 2004. Notwithstanding this 27% drop in harvest volume, Fee Timber operating income declined by only 11%, from $16.3 million in 2005 to $14.6 million in 2006, as a result of the increase in log price realizations and because the 2005 segment results were burdened by higher than usual depletion costs associated with a separate depletion pool from one of the aforementioned 2004 acquisitions. Nearly 23% of our 2005 log sales volume and 13% of our 2006 log sales volume related to harvests from a late-2004 timberland purchase where we created a discrete depletion pool because this property was stocked primarily with merchantable timber. For the fourth quarter, our Real Estate segment generated operating income of $7.9 million on revenues of $13.0 million, compared to a $0.1 million loss for the fourth quarter of 2005 on revenues of $1.1 million. A majority of the revenue and operating income during the fourth quarter of 2006 related to the $12 million sale of a 200-acre residential parcel in Bremerton, Washington; however, a portion of this revenue recognition was deferred to 2007 pending our completion of certain land improvements. As a result, $10.7 million of this sale was recognized as revenue in the fourth quarter of 2006, contributing $7.7 million of the quarter's operating income. Full year 2006 results for the Real Estate segment reflect operating income of $13.9 million on revenues of $27.3 million, compared to $1.3 million of operating income on revenues of $4.8 million for 2005. The full-year improvement in segment results is driven by the Bremerton residential property sale together with two closings from our Harbor Hill project in Gig Harbor, Washington, an 11-acre business park transaction and the aforementioned 17-acre commercial property transaction. Fourth quarter operating results for our Timberland Management & Consulting segment declined from $1.5 million in 2005 to a $100,000 loss in 2006. For the full year, this segment posted operating income of $1.3 million, compared to $3.5 million for 2005. The decline in operating income from this segment is the result of fewer assets under management as well as lower property disposition fees earned in 2006. The financial schedules attached to this earnings release provide detail on individual segment results and operating statistics. About Pope Resources Pope Resources, a publicly traded limited partnership, and its subsidiaries Olympic Resource Management and Olympic Property Group, own or manage 430,000 acres of timberland and development property in Washington and Oregon. In addition, we provide forestry consulting and timberland investment management services to third-party owners and managers of timberland in Washington, Oregon, and California. The company and its predecessor companies have owned and managed timberlands and development properties for more than 150 years. Additional information on the company can be found at www.orm.com. The contents of our website are not incorporated into this release or into our filings with the Securities and Exchange Commission. This press release contains a number of projections and statements about our expected financial condition, operating results, business plans and objectives. These statements reflect management's estimates based on current goals and its expectations about future developments. Because these statements describe our goals, objectives, and anticipated performance, they are inherently uncertain, and some or all of these statements may not come to pass. Accordingly, they should not be interpreted as promises of future management actions or financial performance. Our future actions and actual performance will vary from current expectations and under various circumstances the results of these variations may be material and adverse. Some of the factors that may cause actual operating results and financial condition to fall short of expectations include factors that affect our ability to anticipate and respond adequately to fluctuations in the market prices for our products; environmental and land use regulations that limit our ability to harvest timber and develop property; labor, equipment and transportation costs that affect our net income; our ability to discover and accurately to estimate liabilities associated with our properties; and economic conditions that affect consumer demand for our products and the prices we receive for them. Other factors are set forth in that part of our Annual Report on Form 10-K entitled "Risk Factors." Other issues that may have an adverse and material impact on our business, operating results, and financial condition include those risks and uncertainties discussed in our other filings with the Securities and Exchange Commission. Forward-looking statements in this release are made only as of the date shown above, and we cannot undertake to update these statements. Management considers earnings (net income or loss) before interest expense, income taxes, depreciation, depletion and amortization (EBITDDA) to be an important measure of operating profitability, particularly when comparing results between different timber-owning companies because there are varying methods of calculating depletion expense under GAAP. With different issuers employing various calculation methodologies, disclosure of EBITDDA can make it easier for the reader to make meaningful comparisons between the operating results and cash-generating capabilities of different timber companies. Pope Resources, A Delaware Limited Partnership Unaudited CONSOLIDATED STATEMENTS OF OPERATIONS (all amounts in $000's, except per unit amounts) Three months ended Twelve months ended December 31, December 31, 2006 2005 2006 2005 Revenues $16,533 $ 8,907 $ 66,250 $ 57,006 Costs and expenses: Cost of sales (4,716) (2,751) (25,753) (24,596) Operating expenses (4,235) (4,264) (14,592) (14,931) --------- -------- --------- --------- Operating income 7,582 1,892 25,905 17,479 Interest, net 16 (539) (625) (2,477) --------- -------- --------- --------- Income before income taxes and minority interest 7,598 1,353 25,280 15,002 Income tax provision 14 (435) (439) (997) --------- -------- --------- --------- Income before minority interest 7,612 918 24,841 14,005 Minority interest 181 (46) 69 (321) --------- -------- --------- --------- Net income $ 7,793 $ 872 $ 24,910 $ 13,684 ========= ======== ========= ========= Average units outstanding - Basic 4,647 4,621 4,642 4,607 ========= ======== ========= ========= Average units outstanding - Diluted 4,778 4,773 4,762 4,751 ========= ======== ========= ========= Basic net income per unit $ 1.68 $ 0.19 $ 5.37 $ 2.97 ========= ======== ========= ========= Diluted net income per unit $ 1.63 $ 0.18 $ 5.23 $ 2.88 ========= ======== ========= ========= CONSOLIDATED BALANCE SHEETS (all amounts in $000's) December 31, 2006 2005 --------- --------- Assets: Cash $ 7,194 $ 3,362 Short term investments 25,000 15,000 Other current assets 8,917 5,769 Roads and timber 97,883 53,019 Properties and equipment 39,253 28,543 Other assets 2,035 665 --------- --------- Total $180,282 $106,358 ========= ========= Liabilities and partners' capital: Current liabilities $ 14,775 $ 7,454 Long-term debt, excluding current portion 30,866 32,281 Other long-term liabilities 47,036 218 --------- --------- Total liabilities 92,677 39,953 Partners' capital 87,605 66,405 --------- --------- Total $180,282 $106,358 ========= ========= RECONCILIATION BETWEEN NET INCOME AND EBITDDA (all amounts in $000's) Three months ended Twelve months ended December 31, December 31, 2006 2005 2006 2005 Net income $7,793 $ 872 $24,910 $13,684 Added back: Interest, net (16) 539 625 2,477 Depletion 522 922 6,492 10,611 Depreciation and amortization 178 159 712 641 Income tax expense (14) 435 439 997 ---------- ------- ---------- -------- EBITDDA $8,463 $2,927 $33,178 $28,410 ========== ======= ========== ======== RECONCILIATION BETWEEN CASH FROM OPERATIONS AND EBITDDA (all amounts in $000's) Three months ended Twelve months ended December 31, December 31, 2006 2005 2006 2005 Cash from operations $15,148 $ 6,656 $43,571 $28,909 Added back: Change in working capital 3,889 - 5,324 - Interest - 539 625 2,477 Deferred revenue - - - 614 Minority interest 143 - 31 - Deferred taxes - 435 - - Income tax provision - - 439 997 Less: Change in working capital - (4,456) - (4,075) Interest (16) - - - Deferred revenue (7,502) (81) (8,533) - Cost of land sold (2,981) (90) (7,818) (434) Deferred taxes (27) - (16) - Equity based compensation (177) (76) (444) (76) Income tax provision (14) - - - Other - - (1) (2) --------- -------- ---------- -------- EBITDDA $ 8,463 $ 2,927 $33,178 $28,410 ========= ======== ========== ======== SEGMENT INFORMATION (all amounts in $000's) Three months ended Twelve months ended December 31, December 31, 2006 2005 2006 2005 Revenues: Fee Timber $ 2,973 $ 5,194 $35,260 $44,424 Timberland Management & Consulting (TM&C) 524 2,641 3,670 7,764 Real Estate 13,036 1,072 27,320 4,818 --------- -------- ---------- -------- Total 16,533 8,907 66,250 57,006 EBITDDA: Fee Timber 1,247 2,544 21,004 27,034 TM&C (46) 1,508 1,262 3,637 Real Estate 8,274 (10) 14,511 1,448 General & administrative (1,012) (1,115) (3,599) (3,709) --------- -------- ---------- -------- Total 8,463 2,927 33,178 28,410 Depreciation, depletion and amortization: Fee Timber 318 950 6,266 10,714 TM&C 19 23 73 97 Real Estate 325 43 647 178 General & administrative 38 65 218 263 --------- -------- ---------- -------- Total 700 1,081 7,204 11,252 Operating income/(loss): Fee Timber 783 1,594 14,592 16,320 TM&C (100) 1,485 1,266 3,540 Real Estate 7,949 (53) 13,864 1,270 General & administrative (1,050) (1,134) (3,817) (3,651) --------- -------- ---------- -------- Total $ 7,582 $ 1,892 $25,905 $17,479 ========= ======== ========== ======== SELECTED STATISTICS Three months ended Twelve months ended 31-Dec-06 31-Dec-05 31-Dec-06 31-Dec-05 Log sale volumes (thousand board feet): Sawlogs Douglas-fir 2,046 4,923 38,954 43,720 Whitewood 172 1,170 3,800 11,007 Cedar 301 229 1,075 4,447 Hardwood 421 699 3,591 5,143 Pulp All species 763 1,319 7,113 9,928 --------- --------- --------- --------- Total 3,703 8,340 54,533 74,245 ========= ========= ========= ========= Average price realizations (per thousand board feet): Sawlogs Douglas-fir 621 653 669 644 Whitewood 419 446 445 472 Cedar 1,183 908 1,093 942 Hardwood 815 544 681 605 Pulp All species 328 225 268 213 Overall 619 554 611 576 Owned timber acres 114,000 117,000 114,000 117,000 Acres under management 316,000 439,000 316,000 439,000 Capital expenditures ($000's) $ 3,177 4,132 $ 10,508 6,756 Depletion ($000's) 522 922 6,492 10,611 Depreciation ($000's) 178 159 712 641 Debt to total capitalization 27% 34% 27% 34% QUARTER TO QUARTER COMPARISONS (Amounts in $000's except per unit data) Q4 2006 vs. Q4 2005 Q4 2006 vs. Q3 2006 Total Total Net income: 4th Quarter 2006 $ 7,793 $ 7,793 3rd Quarter 2006 8,279 4th Quarter 2005 872 ------------------- ------------------ Variance $ 6,921 $ (486) Detail of earnings variance: Fee Timber Log price realizations (A) $ 241 $ (15) Log volumes (B) (2,569) (5,261) Depletion 667 803 Production costs 823 1,588 Other Fee Timber 28 106 Timberland Management & Consulting Management fee changes (624) 46 Disposition fee changes (1,388) - Other Timberland Mgmnt & Consulting 427 (179) Real Estate Environmental remediation liability (56) (32) Land sales 9,106 2,838 Other Real Estate (1,049) (525) General & administrative costs 84 (189) Interest expense 391 115 Other (taxes, minority int., interest inc.) 840 219 ------------------- ------------------ Total change in earnings $ 6,921 $ (486) =================== ================== (A) Price variance calculated by extending the change in average realized price by current period volume. (B) Volume variance calculated by extending change in sales volume by the average log sales price for the comparison period. CONTACT: Pope Resources Tom Ringo, VP & CFO, 360-697-6626 Fax: 360-697-1156