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) April 30, 2015

 

 

Pope Resources, A Delaware Limited Partnership

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)

91-1313292

(I.R.S. Employer

Identification No.)

 

 

19950 Seventh Avenue NE Suite 200, 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 April 30, 2015, the registrant issued a press release relating to its earnings for the quarter ended March 31, 2015. 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 April 30, 2015

 

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: April 30, 2015 By:  /s/ John D. Lamb
    John D. Lamb
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 April 30, 2015

 

 

 

 

Exhibit 99.1
 

Pope Resources Reports First Quarter Income Of $7.8 Million

POULSBO, Wash., April 30, 2015 /PRNewswire/ -- Pope Resources (NASDAQ:POPE) reported net income attributable to unitholders of $7.8 million, or $1.80 per ownership unit, on revenue of $26.9 million for the quarter ended March 31, 2015. This compares to net income attributable to unitholders of $12.2 million, or $2.75 per ownership unit, on revenue of $37.8 million for the comparable period in 2014.

Cash provided by operations for the quarter ended March 31, 2015 was $9.1 million, compared to $20.2 million for the first quarter of 2014.

"While comparisons with last year's record first quarter make it look otherwise, results for Q1 2015 were solid, thanks especially to some significant Real Estate segment sales," said Tom Ringo, President and CEO. "As for the timber side of our business, mild winter weather conditions in the Pacific Northwest allowed for an expanded flow of log supply in an atypical seasonal pattern. Coupled with weak demand from Asia related to swollen port inventories, these factors exerted downward pressure on our log price realizations."

First quarter 2015 highlights

  • Harvest volume was 25 million board feet (MMBF) in Q1 2015 compared to 30 MMBF in Q1 2014, a 17% decrease. These harvest volume figures do not include timber deed sales of 0.6 MMBF sold by ORM Timber Fund III in Q1 2015.  The harvest volume and log price realization metrics cited below also exclude these timber deed sales.
  • Average realized log price per thousand board feet (MBF) was $609 in Q1 2015 compared to $701 per MBF in Q1 2014, a 13% decrease.
  • Fund properties contributed 49% of Q1 2015 harvest volume, compared to 53% in Q1 2014.
  • As a percentage of total harvest, volume sold to export markets in Q1 2015 decreased to 19% from 42% in Q1 2014, with a correspondingly larger increase in the mix of volume sold to domestic markets to 56% in Q1 2015 from 43% in Q1 2014. Pulpwood comprised 18% of the Q1 2015 harvest compared to 12% in Q1 2014.
  • The percentage of total harvest comprised of Douglas-fir sawlogs dropped to 46% in Q1 2015 from 60% in Q1 2014, with an increase in the whitewood sawlog component to 24% in Q1 2015 from 22% in Q1 2014. Cedar and hardwood comprised 11% of the Q1 2015 harvest compared to 6% in Q1 2014.
  • Timberland acquisitions during Q1 2015: the Partnership closed on a timberland purchase of $2.9 million, adding 578 acres to the Hood Canal tree farm portion of its timberland portfolio.
  • Real Estate sales closed during Q1, 2015:
    • 42 lots from our Harbor Hill project in Gig Harbor, Washington for $5.6 million.
    • $4.9 million conservation easement and land sale on 3,607 acres in Jefferson County, Washington, of which 215 acres were sold outright and the balance subject to the easement that precludes development but allows continued timberland operations.

First quarter operating results

Fee Timber:

Fee Timber operating income for Q1 2015 was $4.9 million, compared to $9.2 million for Q1 2014. This 47% decrease in segment operating income was due to the combination of an 17% decrease in harvest volume and a 13% decrease in log prices. Tightening credit conditions in China have resulted in a reduction in purchases of logs delivered there, causing a build-up of inventory. In addition, a strengthening US dollar and weakening Russian ruble have made Russian logs more attractive to Chinese importers. Supply in the domestic market has increased as relatively mild weather has allowed operations to continue on timberlands that normally are not accessible this time of year. These supply and demand factors have combined to account for the decrease in pricing.

Timberland Management:

Our Timberland Management segment generates its revenue by managing three private equity timber funds, one of which is in the final stages of its wind-down. All three funds are consolidated into the Partnership's financial statements due to the Partnership's control of the Funds. As such, all fees earned by the Timberland Management segment associated with managing the Funds are eliminated from revenue in the Partnership's consolidated financial statements, leaving an operating loss for this segment that consists entirely of operating expenses. Conversely, this fee revenue is an expense to the Fee Timber segment and the expense is also eliminated when the Funds are consolidated into the Partnership's financial statements. As a result of this consolidation for external reporting purposes, we eliminated $834,000 and $875,000 of timber fund management fee revenue for Q1 2015 and Q1 2014, respectively. Operating losses incurred by this segment for Q1 2015 and Q1 2014 totaled $729,000 and $610,000, respectively, after eliminating revenue earned from managing the funds.

Following the sale of the Fund I assets in Q3 and Q4 2014 and the Q4 2014 acquisition by Fund III, our two remaining funds collectively own 80,000 acres representing $312 million in assets under management. As of March 31, 2015 Fund III has $50.8 million of its original $180 million capital commitment remaining to invest with the Partnership's portion of this remaining capital commitment representing $2.5 million.

Real Estate:

Our Real Estate segment posted operating income of $5.1 million in Q1 2015 compared to $7.0 million for Q1 2014. The primary drivers of Q1 2015 results were sales of 42 lots from our Harbor Hill project in Gig Harbor, Washington for $5.6 million together with a $4.9 million conservation easement and land sale on 3,607 acres in Jefferson County, Washington. Results for Q1 2014 included sales of 107 lots from our Harbor Hill project for $10.7 million plus a $4.6 million conservation land sale.

General & Administrative (G&A):

G&A expenses for Q1 2015 and Q1 2014 were $1.2 million and $1.3 million, respectively. The decrease between 2014 and 2015 in G&A expenses was due primarily to vacant positions that have since been filled.

Environmental Remediation Liability

Over a year after entering into a stipulated order and consent decree, we expect the project design for our Port Gamble, Washington environmental remediation project to be substantially complete by mid-2015. A handful of design issues remain to be resolved, however, and we continue to work with the regulatory agencies and other stakeholders on these issues. We anticipate resolving the project design substantially in either the second or third quarter of this year, though final approval may occur later, which could result in a change to our estimated liability.

Outlook

We expect log prices to reach their lowest point for 2015 in the second quarter and then begin to recover late in the third quarter or early in the fourth quarter. Due to this weaker pricing environment, we are delaying a portion of our harvest and now expect total annual log harvest and stumpage sale volume of between 83 and 88 MMBF for 2015 compared to our previous estimate of approximately 100 MMBF. The majority of this reduction is attributable to tree farms owned by the Funds that are located in areas more strongly influenced by the export market. Good access to logging contractors in these regions provides us confidence that we will be able to increase our harvest when markets improve. We expect that log markets will continue to be volatile over the next several quarters and this will influence our harvest decisions as the year unfolds.

We expect additional land sales from our Real Estate segment over the remainder of 2015, although the timing of these transactions could be impacted by permitting or other delays.

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 191,000 acres of timberland and development property in Washington, Oregon, and California. We also manage, co-invest in, and consolidate three private equity timber funds, for which we earn management fees. These funds provide an efficient means of investing our own capital in Pacific Northwest timberland while earning fees from managing the funds for third-party investors. The company and its predecessor companies have owned and managed timberlands and development properties for over 160 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.

Forward Looking Statements

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. Among those forward-looking statements contained in this report are statements about management's expectations for future log prices, harvest volumes and markets, and statements about our expectations for future sales in our Real Estate segment. However, readers should note that all statements other than expressions of historical fact are forward-looking in nature. Some of the factors that may cause actual operating results and financial condition to fall short of expectations include our ability to accurately estimate the cost of ongoing and changing environmental remediation obligations, and our ability to anticipate and address the political and regulatory climate that affects these obligations; our ability to consummate various real estate transactions on the terms management expects; our ability to manage our timber funds and their assets in a manner that our investors consider acceptable, and to raise additional capital or establish new funds on terms that are advantageous to the Partnership; conditions in the housing construction and wood-products markets, both domestically and globally, that affect demand for our products; the effects of competition, particularly by larger and better-financed competitors; factors that affect our ability to anticipate and respond adequately to fluctuations in the market prices for our products; fluctuations in foreign currency exchange rates that affect both competition for sales of our products and our customers' demand for them; environmental and land use regulations that limit our ability to harvest timber and develop property, including changes in those regulations; conditions affecting credit markets as they affect the availability of capital and costs of borrowing; labor, equipment and transportation costs that affect our net income; our ability to anticipate and mitigate potential impacts of our operations on adjacent properties; the impacts of natural disasters on our timberlands and on surrounding areas; and our ability to discover and to accurately estimate other liabilities associated with our assets. 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








CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)

(all amounts in $000's, except per unit amounts)












Three months ended March 31,





2015


2014








Revenue



$26,908


$37,779

Cost of sales



(14,497)


(18,924)

Operating expenses



(4,338)


(4,607)


Operating income



8,073


14,248


Interest expense, net



(745)


(574)

Income before income taxes 



7,328


13,674

Income tax expense



(340)


(157)

Net income



6,988


13,517


Net (income) loss attributable to noncontrolling interests



821


(1,276)

Net income attributable to Pope Resources' unitholders



$7,809


$12,241








Basic and diluted weighted average units outstanding



4,295


4,386








Basic and diluted net income per unit



$1.80


$2.75

CONDENSED CONSOLIDATING BALANCE SHEETS

(all amounts in $000's)


















March 31, 2015


December 31, 2014














Assets:



Pope


ORM
Timber Funds


Consolidating Entries


 Consolidated 




Cash and cash equivalents



$16,476


$9,629




$26,105


$24,028


Land held for sale



4,493






4,493


7,160


Other current assets



7,522


953


($901)


7,574


6,292


  Total current assets



28,491


10,582


(901)


38,172


37,480


Timber and roads, net



32,311


194,410




226,721


227,144


Timberlands



14,904


33,368




48,272


47,933


Buildings and equipment, net



6,017


17




6,034


6,039


Land held for development



27,389






27,389


26,040


Investment in ORM Timber Funds



18,952




(18,952)


-


-


Other assets



375


151




526


441


    Total



$128,439


$238,528


($19,853)


$347,114


$345,077

Liabilities and equity:













Current liabilities



$3,625


$2,225


($901)


$4,949


$5,405


Current portion of long-term debt



5,110






5,110


5,109


Current portion of environmental remediation



4,600






4,600


3,700


  Total current liabilities



13,335


2,225


(901)


14,659


14,214


Long-term debt



27,464


57,380




84,844


84,872


Environmental remediation



16,766






16,766


17,951


Other long-term liabilities



141






141


411


  Total liabilities



57,706


59,605


(901)


116,410


117,448


Partners' capital



70,733


178,923


(179,886)


69,770


64,216


Noncontrolling interests







160,934


160,934


163,413


    Total



$128,439


$238,528


($19,853)


$347,114


$345,077

RECONCILIATION BETWEEN NET INCOME (LOSS) AND CASH FLOWS FROM OPERATIONS

(all amounts in $000's)












Three months ended March 31,





2015


2014








Net income



$6,988


$13,517

Added back:







Depletion



3,211


3,437


Depreciation and amortization



155


178


Equity-based compensation



338


450


Excess tax benefit from equity-based compensation



(5)


-


Real estate project expenditures



(2,586)


(1,530)


Deferred taxes



179


-


Cost of land and timber sold



4,078


6,921


Change in environmental remediation liability



(286)


(11)


Change in other operating accounts



(2,950)


(2,746)


Cash provided by operations



$9,122


$20,216

SEGMENT INFORMATION





(all amounts in $000's)














Three months ended March 31,





2015


2014








Revenue:







Partnership Fee Timber



$8,790


$11,144


Funds Fee Timber



7,156


10,965


    Total Fee Timber



15,946


22,109


Timberland Management



-


-


Real Estate



10,962


15,670


    Total



26,908


37,779

Operating income (loss):







Fee Timber



4,860


9,221


Timberland Management



(729)


(610)


Real Estate



5,132


6,959


General & administrative



(1,190)


(1,322)


    Total



$8,073


$14,248

SELECTED STATISTICS












Three months ended March 31,





2015


2014

Log sale volumes by species (million board feet):






 Sawlogs







Douglas-fir



11.3


18.0


Whitewood



5.9


6.7


Cedar



1.3


0.7


Hardwood



1.5


1.0

 Pulpwood







All species



4.5


3.5

Total



24.5


29.9








Log sale volumes by destination (million board feet):







Export



4.7


12.5


Domestic



13.8


12.9


Hardwood



1.5


1.0


Pulpwood



4.5


3.5

Subtotal log sale volumes



24.5


29.9


Timber deed sale



0.6


-

Total



25.1


29.9








Average price realizations by species (per thousand board feet):



Three months ended March 31,





2015


2014

Sawlogs







Douglas-fir



644


765


Whitewood



555


695


Pine



 n/a 


 n/a 


Cedar



1,509


1,406


Hardwood



646


599

Pulpwood







All species



328


269

Overall



609


701








Average price realizations by destination (per thousand board feet):






Export 



665


793


Domestic



676


737


Hardwood



646


599


Pulpwood



328


269

Overall log sales



609


701

Timber deed sale



357


-








Owned timber acres



111,000


110,000

Acres owned by Funds



80,000


91,000

Depletion per MBF -Partnership Tree Farms



47


48

Depletion per MBF -Fund Tree Farms



209


174

Capital and development expenditures ($000's)



3,148


1,911

PERIOD TO PERIOD COMPARISONS

(Amounts in $000's except per unit data)










Q1 2015 vs.





Q1 2014

Net income (loss) attributable to Pope Resources' unitholders:





1st Quarter 2015



$7,809


1st Quarter 2014



12,241


   Variance



($4,432)






Detail of earnings variance:




Fee Timber





Log volumes (A)



($3,730)


Log price realizations (B)



(2,258)


Timber deed sale



211


Production costs



1,245


Depletion



257


Other Fee Timber



(86)

Timberland Management



(119)

Real Estate





Land sales



(6,021)


Conservation easement sales



4,311


Timber depletion on land sale



(39)


Other Real Estate



(78)

General & administrative costs



132

Net interest expense



(171)

Taxes



(183)

Noncontrolling interest



2,097

Total variance



($4,432)


(A) Volume variance calculated by extending change in sales volume by the average log sales price for the comparison period.

(B) Price variance calculated by extending the change in average realized price by current period volume.



CONTACT: John D. Lamb, Vice President and CFO, 360.697.6626, Fax 360.697.1156