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 6, 2008


Pope Resources, A Delaware Limited Partnership
(Exact name of registrant as specified in its charter)


Delaware

91-1313292

(State or other jursidiction of

incorporation or organization)

 

(I.R.S. Employer

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:

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))


INFORMATION TO BE INCLUDED IN THE REPORT

Item 2.02                 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On February 6, 2008 the registrant issued a press release relating to its earnings for the quarter and year ended December 31, 2007. 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 6, 2008


SIGNATURES

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 hereunto duly authorized.

POPE RESOURCES, A DELAWARE LIMITED

PARTNERSHIP

 
 

DATE:

February 6, 2008

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

Press Release of the Registrant dated February 6, 2008

Exhibit 99.1

Pope Resources Reports Fourth Quarter Net Income of $6.3 Million

POULSBO, Wash.--(BUSINESS WIRE)--Pope Resources (NasdaqGSM:POPEZ) reported net income of $6.3 million, or $1.30 per diluted ownership unit, on revenues of $17.6 million for the quarter ended December 31, 2007. This compares to 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. The $6.3 million net income amount for 2007 is after a $1.9 million fourth quarter charge to earnings for adding to an environmental remediation liability that is described in more detail below.

Net income for the year ended December 31, 2007 totaled $15.5 million, or $3.21 per diluted ownership unit, on revenues of $51.9 million. For the corresponding period in 2006, net income totaled $24.9 million, or $5.23 per diluted ownership unit, on revenues of $66.3 million.

Cash flow from operations for the quarter ended December 31, 2007 was $10.0 million, compared to $15.1 million for the fourth quarter of 2006. For the year ended December 31, 2007, cash flow from operations was $22.0 million, compared to $43.5 million in 2006.

“We had a tough act to follow after our record performance in 2006, but 2007 still compares very favorably relative to all other years in the company’s history,” said David L. Nunes, President and CEO. “By shifting more of our planned log harvest volume to earlier in the year, our log sale revenues held up better than would have otherwise been the case given the softer log markets late in the year that were a function of a stagnant national real estate market. In addition, our Real Estate segment had a solid year, helped significantly by the delayed revenue recognition of two sales that closed in 2006.”

Fourth quarter results for our Fee Timber segment, driven by harvest volume of 7.3 million board feet (MMBF) compared to 3.7 MMBF in last year’s fourth quarter, increased 108% as operating income went from $0.8 million in 2006 to $1.6 million in 2007. Somewhat offsetting this positive volume impact was a 6% decline in realized log prices from $620 per thousand board feet (MBF) in the fourth quarter of 2006 to $585 per MBF in 2007. Fee Timber operating income for the full year was $15.2 million, representing a 4% increase over 2006 results of $14.6 million. At 55.2 MMBF, log harvest volume increased 1% in 2007 over 2006’s harvest of 54.5 MMBF. Harvest volume in 2007 includes 5.3 MMBF of volume harvested from tree farms acquired in late 2006 by ORM Timber Fund I, LP. Offsetting this volume increase, our average realized log price dropped 1% from $611 per MBF in 2006 to $607 per MBF in 2007. The primary reason 2007 operating income for Fee Timber is higher than 2006 is due to a decline in the depletion rate.

Our Real Estate segment generated fourth quarter 2007 operating income of $5.6 million on revenues of $12.5 million, compared to $7.9 million of operating income on $13.0 million of revenue in the last quarter of 2006. Nearly $5.3 million of the 2007 income related to deferred revenue on two sales that closed in 2006, one a 6-acre commercial site in Gig Harbor and the other residual to the sale of a 200-acre residential property in Bremerton. In each case, some or all of the revenue recognition was deferred to 2007 pending the construction of certain infrastructure improvements, for which the Partnership fulfilled its obligations in 2007’s fourth quarter. Another $3.0 million of operating income was generated through four additional land sale transactions. Full year 2007 results for the Real Estate segment reflect operating income of $5.2 million on revenues of $15.0 million, compared to $13.9 million of operating income on revenues of $27.3 million for 2006.

Since early in this decade, we have been addressing environmental remediation issues in the town of Port Gamble, Washington, with an agreement for apportioning the cleanup costs with the prior owner, Pope & Talbot, Inc. (“P&T”). P&T filed for bankruptcy in late 2007 and as that case has unfolded we have determined there is a low probability that P&T will be in a position to fund its agreed-upon share of anticipated cleanup costs. As a result, we have taken a $1.9 million charge to earnings in the current quarter to accrue for estimated future environmental cleanup liabilities in Port Gamble.

Fourth quarter results for our Timberland Management & Consulting segment declined from a $0.1 million operating loss in 2006 to a loss of $0.3 million in 2007. For the full year, this segment posted an operating loss of $0.9 million compared to operating income of $1.3 million in 2006. The decline in operating results from this segment is attributable to fewer assets under management in 2007 and a timberland disposition fee earned in 2006 that was not repeated in 2007.

As announced previously, we will be reducing our 2008 timber harvest volume by 36% from our long-term sustainable level in response to expected soft prices for logs in the coming year since the slowdown in housing starts has curtailed demand for solid wood products. Our planned timber harvest for 2008 is 37 MMBF, which is 33% below the 55 MMBF we harvested in 2007.

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 over 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.poperesources.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; our ability to estimate accurately the amount of our exposure for environmental liabilities; labor, equipment and transportation costs that affect our net income; our ability to discover and to accurately 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.

Pope Resources, A Delaware Limited Partnership
Unaudited
         
CONSOLIDATED STATEMENTS OF OPERATIONS
(all amounts in $000's, except per unit amounts)
 

Three months ended

December 31,

Twelve months ended

December 31,

2007 2006 2007 2006
 
Revenues $ 17,611 $ 16,533 $ 51,895 $ 66,250
Costs and expenses:
Cost of sales (6,160 ) (4,716 ) (20,462 ) (25,753 )
Operating expenses   (5,606 )   (4,235 )   (16,720 )   (14,592 )
Operating income 5,845 7,582 14,713 25,905
Interest, net   187     16     324     (625 )
Income before income taxes and minority interest 6,032 7,598 15,037 25,280
Income tax provision   91     14     69     (439 )
Income before minority interest 6,123 7,612 15,106 24,841
Minority interest   165     181     402     69  
Net income $ 6,288   $ 7,793   $ 15,508   $ 24,910  
 
Average units outstanding - Basic   4,682     4,647     4,680     4,642  
Average units outstanding - Diluted   4,828     4,778     4,825     4,762  
 
Basic net income per unit $ 1.34   $ 1.68   $ 3.31   $ 5.37  
Diluted net income per unit $ 1.30   $ 1.63   $ 3.21   $ 5.23  
  CONSOLIDATED BALANCE SHEETS
(all amounts in $000's)
   
December 31,
  2007   2006
Assets:
Cash $ 2,174 $ 7,194
Short term investments 30,775 25,000
Other current assets 2,095 8,933
Roads and timber 94,635 98,110
Properties and equipment 47,054 39,026
Other assets   2,592   2,019
Total $ 179,325 $ 180,282
Liabilities and partners' capital:
Current liabilities $ 5,451 $ 14,775
Long-term debt, excluding current portion 29,385 30,866
Other long-term liabilities   47,845   47,036
Total liabilities 82,681 92,677
Partners' capital   96,644   87,605
Total $ 179,325 $ 180,282
    SELECTED STATISTICS
     
Three months ended Twelve months ended
31-Dec-07 31-Dec-06 31-Dec-07 31-Dec-06
Log sale volumes (thousand board feet):
Sawlogs
Douglas-fir 4,405 2,036 35,113 38,954
Whitewood 508 172 6,493 3,800
Cedar 672 301 2,238 1,075
Hardwood 429 420 2,733 3,591
Pulp
All species   1,272     763     8,584     7,113  
Total   7,286     3,692     55,161     54,533  
 
Average price realizations (per thousand board feet):
Sawlogs
Douglas-fir 572 624 621 669
Whitewood 399 419 462 445
Cedar 1,152 1,183 1,280 1,093
Hardwood 893 815 931 681
Pulp
All species 296 328 381 268
Overall 585 620 607 611
 
Owned timber acres 114,000 114,000 114,000 114,000
Acres under management 316,000 316,000 316,000 316,000
Capital expenditures ($000's) $

4,748

$ 3,177 $

12,161

$ 12,200
Depletion ($000's) 615 522 4,794 6,492
Depreciation ($000's) 173 178 777 712
Debt to total capitalization 24 % 27 % 24 % 27 %
  QUARTER TO QUARTER COMPARISONS
(Amounts in $000's except per unit data)
     
Q4 2007 vs. Q4 2006 Q4 2007 vs. Q3 2007
 
Total Total
 
Net income:
4th Quarter 2007 $ 6,288 $ 6,288
3rd Quarter 2007 3,551
4th Quarter 2006   7,793    
Variance $ (1,505 ) $ 2,737
 
Detail of earnings variance:
Fee Timber
Log price realizations (A) $ (255 ) $ (189 )
Log volumes (B) 2,228 (4,853 )
Depletion (93 ) 815
Production costs (1,017 ) 1,682
Other Fee Timber (16 ) 288
Timberland Management & Consulting
Management fee changes (124 ) -
Other Timberland Mgmnt & Consulting (115 ) (95 )
Real Estate
Environmental remediation liability (1,732 ) (1,878 )
Land sales (893 ) 7,334
Other Real Estate 322 (350 )
General & administrative costs (44 ) (137 )
Interest expense 32 41
Other (taxes, minority int., interest inc.)   202     79  
Total change in earnings $ (1,505 ) $ 2,737  
 
 
(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