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10-Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-Q
 
( X )
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2015

OR
( )
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-9035

POPE RESOURCES, A DELAWARE
LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware
91-1313292
(State or other jurisdiction of 
incorporation or organization) 
(IRS Employer
Identification Number)
 
19950 7th Avenue NE, Suite 200, Poulsbo, WA 98370
Telephone: (360) 697-6626
(Address of principal executive offices including zip code)
(Registrant’s telephone number including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes x          No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes x         No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)
 
Large Accelerated Filer o
Accelerated Filer x
 
 
Non-accelerated Filer o
Smaller Reporting Company o
 
                                                                                                           
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    
Yes o          No x

Partnership units outstanding at October 30, 2015: 4,336,323




Pope Resources
Index to Form 10-Q Filing
For the Nine Months Ended September 30, 2015

Description
Page Number
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




P A R T  I – FINANCIAL INFORMATION
ITEM 1
FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
Pope Resources, a Delaware Limited Partnership
September 30, 2015 and December 31, 2014
(in thousands)
 
2015
 
2014
ASSETS
 
 
 
Current assets
 
 
 
Partnership cash and cash equivalents
$
11,045

 
$
14,505

ORM Timber Funds cash
7,348

 
9,523

Cash and cash equivalents
18,393

 
24,028

Short-term investments
—

 
1,000

Accounts receivable, net
2,938

 
2,419

Land and timber held for sale
3,957

 
7,160

Prepaid expenses and other
1,152

 
2,873

    Total current assets
26,440

 
37,480

Properties and equipment, at cost
 

 
 

  Timber and roads, net of accumulated depletion (2015 -  $100,477; 2014 - $93,359)
223,852

 
227,144

Timberland
47,799

 
47,933

Land held for development
27,498

 
26,040

Buildings and equipment, net of accumulated depreciation (2015 - $7,268; 2014 - $6,849)
5,809

 
6,039

    Total property and equipment, at cost
304,958

 
307,156

 
 
 
 
Other assets
504

 
441

Total assets
$
331,902

 
$
345,077

 
 
 
 
LIABILITIES, PARTNERS' CAPITAL AND NONCONTROLLING INTERESTS
 

 
 

Current liabilities
 

 
 

Accounts payable
$
1,823

 
$
1,293

Accrued liabilities
3,949

 
3,196

Current portion of long-term debt
113

 
5,109

Deferred revenue
192

 
668

Current portion of environmental remediation liability
14,797

 
3,700

Other current liabilities
319

 
248

    Total current liabilities
21,193

 
14,214

Long-term debt, net of current portion
84,787

 
84,872

Environmental remediation and other long-term liabilities
5,417

 
18,362

Partners' capital and noncontrolling interests
 

 
 

General partners' capital (units issued and outstanding 2015 - 60; 2014 - 60)
1,018

 
1,003

Limited partners' capital (units issued and outstanding 2015 - 4,238; 2014 - 4,224)
64,186

 
63,213

Noncontrolling interests
155,301

 
163,413

    Total partners' capital and noncontrolling interests
220,505

 
227,629

Total liabilities, partners' capital and noncontrolling interests
$
331,902

 
$
345,077

See accompanying notes to condensed consolidated financial statements.

3


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited)
Pope Resources, a Delaware Limited Partnership
For the Three and Nine Months Ended September 30, 2015 and 2014
(in thousands, except per unit data)
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
Revenue
$
15,208

 
$
13,755

 
$
56,020

 
$
70,117

Cost of sales
(9,746
)
 
(9,125
)
 
(33,058
)
 
(39,426
)
Operating expenses
(4,030
)
 
(3,686
)
 
(10,889
)
 
(10,590
)
General and administrative expenses
(1,202
)
 
(941
)
 
(3,590
)
 
(2,713
)
Gain (loss) on sale of timberland
(1,103
)
 
9,188

 
(1,103
)
 
9,188

Income (loss) from operations
(873
)
 
9,191

 
7,380

 
26,576

 
 
 
 
 
 
 
 
Interest expense, net
(726
)
 
(659
)
 
(2,248
)
 
(1,862
)
 
 
 
 
 
 
 
 
Income (loss) before income taxes
(1,599
)
 
8,532

 
5,132

 
24,714

Income tax expense
(1
)
 
(259
)
 
(369
)
 
(485
)
Net income (loss)
(1,600
)
 
8,273

 
4,763

 
24,229

 
 
 
 
 
 
 
 
Net (income) loss attributable to noncontrolling interests - ORM Timber Funds
2,215

 
(6,773
)
 
3,950

 
(8,642
)
Net and comprehensive income attributable to unitholders    
$
615

 
$
1,500

 
$
8,713

 
$
15,587

 
 
 
 
 
 
 
 
Allocable to general partners
$
9

 
$
21

 
$
122

 
$
214

Allocable to limited partners
606

 
1,479

 
8,591

 
15,373

Net and comprehensive income attributable to unitholders
$
615

 
$
1,500

 
$
8,713

 
$
15,587

 
 
 
 
 
 
 
 
Basic and diluted earnings per unit attributable to unitholders
$
0.13

 
$
0.34

 
$
2.01

 
$
3.52

 
 
 
 
 
 
 
 
Basic and diluted weighted average units outstanding
4,298

 
4,350

 
4,297

 
4,376

 
 
 
 
 
 
 
 
Distributions per unit
$
0.70

 
$
0.65

 
$
2.00

 
$
1.85

See accompanying notes to condensed consolidated financial statements.

4


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Pope Resources, a Delaware Limited Partnership
Nine Months Ended September 30, 2015 and 2014
(in thousands)
 
2015
 
2014
Net income
$
4,763

 
$
24,229

Adjustments to reconcile net income to net cash provided by operating activities
 

 
 

Depletion
7,198

 
9,382

Equity-based compensation
722

 
698

Excess tax benefit of equity-based compensation
(5
)
 
—

Depreciation and amortization
466

 
542

Deferred taxes
199

 
207

Cost of land sold
9,246

 
8,377

(Gain) loss on sale of timberland
1,103

 
(9,188
)
Cash flows from changes in operating accounts
 

 
 

Accounts receivable, net
(519
)
 
(345
)
Prepaid expenses and other assets
1,510

 
13

Real estate project expenditures
(7,053
)
 
(3,438
)
Accounts payable and accrued liabilities
1,282

 
(1,527
)
Deferred revenue
(477
)
 
294

Environmental remediation
(1,579
)
 
(694
)
Other current and long-term liabilities
47

 
(159
)
Net cash provided by operating activities
16,903

 
28,391

 
 
 
 
Cash flows from investing activities
 

 
 

Purchase of short-term investments
—

 
(4,000
)
Maturity of short-term investments
1,000

 
—

Reforestation and roads
(1,473
)
 
(1,543
)
Buildings and equipment
(197
)
 
(253
)
Acquisition of timberland - Partnership
(4,851
)
 
(3,921
)
Proceeds from sale of timberland
1,001

 
38,147

Net cash provided by (used in) investing activities
(4,520
)
 
28,430

 
 
 
 
Cash flows from financing activities
 

 
 

Repayment of long-term debt
(5,081
)
 
(82
)
Unit repurchase
—

 
(7,363
)
Proceeds from preferred stock issuance - ORM Timber Funds
—

 
125

Payroll taxes paid on unit net settlements
(107
)
 
(196
)
Excess tax benefit of equity-based compensation
5

 
—

Cash distributions to unitholders
(8,672
)
 
(8,225
)
Cash distributions - ORM Timber Funds, net of distributions to Partnership
(4,163
)
 
(5,854
)
Net cash used in financing activities
(18,018
)
 
(21,595
)
 
 
 
 
Net increase (decrease) in cash and cash equivalents
(5,635
)
 
35,226

Cash and cash equivalents at beginning of period
24,028

 
6,960

Cash and cash equivalents at end of period
$
18,393

 
$
42,186

See accompanying notes to condensed consolidated financial statements.


5


POPE RESOURCES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
September 30, 2015

1.
The condensed consolidated balance sheets as of September 30, 2015 and December 31, 2014 and the related condensed consolidated statements of comprehensive income for the three- and nine-month periods and cash flows for the nine-month periods ended September 30, 2015 and 2014 have been prepared by Pope Resources, A Delaware Limited Partnership (the “Partnership”), pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed consolidated financial statements are unaudited, but, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of December 31, 2014, is derived from the Partnership’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014, and should be read in conjunction with such financial statements and notes. The results of operations for the interim periods are not indicative of the results of operations that may be achieved for the entire fiscal year ending December 31, 2015.

2.
The financial statements in the Partnership’s 2014 annual report on Form 10-K include a summary of significant accounting policies of the Partnership and should be read in conjunction with this Quarterly Report on Form 10-Q.

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective on January 1, 2018.   Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.

In February 2015, the FASB issued ASU 2015-02, Amendments to the Consolidation Analysis. The ASU amends the consolidation guidance for variable interest entities (VIEs) and general partners' investments in limited partnerships and modifies the evaluation of whether limited partnerships and similar legal entities are VIEs or voting interest entities. The ASU is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. Management does not believe the adoption of ASU 2015-02 will have a material impact on the Partnership's consolidated financial position, results of operations or disclosure requirements of its consolidated financial statements.

3.
The Partnership has two general partners: Pope MGP, Inc. and Pope EGP, Inc. In total, these two entities own 60,000 partnership units. The allocation of distributions, profits and losses between the general and limited partners is pro rata across all units outstanding.

4.
ORM Timber Fund I, LP (Fund I), ORM Timber Fund II, Inc. (Fund II), and ORM Timber Fund III (REIT) Inc. (Fund III), collectively “the Funds”, were formed by Olympic Resource Management LLC (ORMLLC), a wholly owned subsidiary of Pope Resources, for the purpose of attracting capital to purchase timberlands. The objective of these Funds is to generate a return on investments through the acquisition, management, value enhancement and sale of timberland properties. Each Fund will operate for a term of ten years from the end of the respective investment period. Fund I has sold all its timberland holdings and will terminate in 2015, prior to its scheduled termination in August 2017. Fund II is scheduled to terminate in March 2021 and Fund III will terminate on the tenth anniversary of the completion of its investment period.  Fund III’s investment period will end at the earlier of placement of all committed capital or July 31, 2016.

Pope Resources and ORMLLC together own 20% of Funds I and II and 5% of Fund III. The Funds are consolidated into the Partnership’s financial statements based in part on ORMLLC’s controlling role as the general partner or managing member of the Funds. The consolidated financial statements exclude management fees paid by the Funds to ORMLLC as they are eliminated in consolidation. See note 5 for a breakdown of operating results before and after such eliminations. The portion of these fees, among other items of income and expense, attributed to third-party investors is reflected as an adjustment to income in the Partnership’s Condensed Consolidated Statement of Comprehensive Income under the caption “Net (income) loss attributable to noncontrolling interests - ORM Timber Funds.”

In October 2015, Fund I distributed $5.9 million to its investors, of which $1.1 million was the Partnership's portion. This distribution represents the remaining proceeds from the 2014 sale of Fund I's tree farms.



6


The Partnership’s condensed consolidated balance sheet included assets and liabilities of the Funds as of September 30, 2015 and December 31, 2014, which were as follows:
 
(in thousands)
September 30, 2015
 
December 31, 2014
Assets:
Cash
$
7,348

 
$
9,523

Other current assets
1,274

 
1,108

Total current assets
8,622

 
10,631

Properties and equipment, net of accumulated depletion and depreciation (2015 - $32,495; 2014 - $26,738)
223,254

 
230,123

Other long-term assets
140

 
156

Total assets
$
232,016

 
$
240,910

Liabilities and equity:
 

 
 

Current liabilities
$
2,203

 
$
1,891

Long-term debt
57,380

 
57,380

Total liabilities
59,583

 
59,271

Funds' equity
172,433

 
181,639

Total liabilities and equity
$
232,016

 
$
240,910


5.
In the presentation of the Partnership’s revenue and operating income (loss) by segment, all intersegment revenue and expense is eliminated to determine operating income (loss) reported externally. The following tables reconcile internally reported income (loss) from operations to externally reported income (loss) from operations by business segment, for the three and nine months ended September 30, 2015 and 2014:

7


 
Fee Timber
 
 
Three Months Ended September 30, (in thousands)
Pope Resources
ORM Timber Funds
Total Fee Timber
 
Timberland Management
 
Real Estate
 
Other
 
Consolidated
2015
 
 
 
 
 
 
 
 
 
 
 
Revenue - internal
$
6,506

$
4,910

$
11,416

 
$
779

 
$
3,931

 
$
—

 
$
16,126

Eliminations
(100
)
—

(100
)
 
(779
)
 
(39
)
 
—

 
(918
)
Revenue - external
6,406

4,910

11,316

 
—

 
3,892

 
—

 
15,208

 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
(2,463
)
(3,888
)
(6,351
)
 
—

 
(3,395
)
 
—

 
(9,746
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating, general and administrative expenses - internal
(1,678
)
(1,637
)
(3,315
)
 
(594
)
 
(1,005
)
 
(1,236
)
 
(6,150
)
Eliminations
—

779

779

 
100

 
5

 
34

 
918

Operating, general and administrative expenses - external
(1,678
)
(858
)
(2,536
)
 
(494
)
 
(1,000
)
 
(1,202
)
 
(5,232
)
Gain (loss) on sale of timberland
—

(1,103
)
(1,103
)
 
—

 
—

 
—

 
(1,103
)
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - internal
2,365

(1,718
)
647

 
185

 
(469
)
 
(1,236
)
 
(873
)
Eliminations
(100
)
779

679

 
(679
)
 
(34
)
 
34

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - external
$
2,265

$
(939
)
$
1,326

 
$
(494
)
 
$
(503
)
 
$
(1,202
)
 
$
(873
)
 
 
 
 
 
 
 
 
 
 
 
 
2014
 

 

 

 
 

 
 

 
 

 
 

Revenue - internal
$
6,216

$
6,321

$
12,537

 
$
814

 
$
1,402

 
$
—

 
$
14,753

Eliminations
(154
)
—

(154
)
 
(814
)
 
(30
)
 
—

 
(998
)
Revenue - external
6,062

6,321

12,383

 
—

 
1,372

 
—

 
13,755

 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
(3,112
)
(4,932
)
(8,044
)
 
—

 
(1,081
)
 
—

 
(9,125
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating, general and administrative expenses - internal
(1,400
)
(1,671
)
(3,071
)
 
(695
)
 
(888
)
 
(971
)
 
(5,625
)
Eliminations
—

814

814

 
154

 
—

 
30

 
998

Operating, general and administrative expenses -external
(1,400
)
(857
)
(2,257
)
 
(541
)
 
(888
)
 
(941
)
 
(4,627
)
Gain (loss) on sale of timberland
—

9,188

9,188

 
—

 
—

 
—

 
9,188

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - internal
1,704

8,906

10,610

 
119

 
(567
)
 
(971
)
 
9,191

Eliminations
(154
)
814

660

 
(660
)
 
(30
)
 
30

 
—

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - external
$
1,550

$
9,720

$
11,270

 
$
(541
)
 
$
(597
)
 
$
(941
)
 
$
9,191


8


 
Fee Timber
 
 
Nine Months Ended September 30, (in thousands)
Pope Resources
ORM Timber Funds
Total Fee Timber
 
Timberland Management
 
Real Estate
 
Other
 
Consolidated
2015
 
 
 
 
 
 
 
 
 
 
 
Revenue - internal
$
20,213

$
16,567

$
36,780

 
$
2,380

 
$
19,592

 
$
—

 
$
58,752

Eliminations
(246
)
—

(246
)
 
(2,380
)
 
(106
)
 
—

 
(2,732
)
Revenue - external
19,967

16,567

36,534

 
—

 
19,486

 
—

 
56,020

 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
(8,371
)
(13,420
)
(21,791
)
 
—

 
(11,267
)
 
—

 
(33,058
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating, general and administrative expenses - internal
(3,979
)
(4,267
)
(8,246
)
 
(2,254
)
 
(3,029
)
 
(3,682
)
 
(17,211
)
Eliminations
—

2,380

2,380

 
246

 
14

 
92

 
2,732

Operating, general and administrative expenses - external
(3,979
)
(1,887
)
(5,866
)
 
(2,008
)
 
(3,015
)
 
(3,590
)
 
(14,479
)
Gain (loss) on sale of timberland
—

(1,103
)
(1,103
)
 
—

 
—

 
—

 
(1,103
)
 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - internal
7,863

(2,223
)
5,640

 
126

 
5,296

 
(3,682
)
 
7,380

Eliminations
(246
)
2,380

2,134

 
(2,134
)
 
(92
)
 
92

 
—

Income (loss) from operations - external
$
7,617

$
157

$
7,774

 
$
(2,008
)
 
$
5,204

 
$
(3,590
)
 
$
7,380

 
 
 
 
 
 
 
 
 
 
 
 
2014
 

 

 

 
 

 
 

 
 

 
 

Revenue - internal
$
26,398

$
26,058

$
52,456

 
$
2,529

 
$
18,219

 
$
—

 
$
73,204

Eliminations
(469
)
—

(469
)
 
(2,529
)
 
(89
)
 
—

 
(3,087
)
Revenue - external
25,929

26,058

51,987

 
—

 
18,130

 
—

 
70,117

 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
(11,266
)
(18,217
)
(29,483
)
 
—

 
(9,943
)
 
—

 
(39,426
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating, general and administrative expenses - internal
(3,930
)
(4,751
)
(8,681
)
 
(2,130
)
 
(2,777
)
 
(2,802
)
 
(16,390
)
Eliminations
—

2,529

2,529

 
469

 
—

 
89

 
3,087

Operating, general and administrative expenses - external
(3,930
)
(2,222
)
(6,152
)
 
(1,661
)
 
(2,777
)
 
(2,713
)
 
(13,303
)
Gain (loss) on sale of timberland
—

9,188

9,188

 
—

 
—

 
—

 
9,188

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - internal
11,202

12,278

23,480

 
399

 
5,499

 
(2,802
)
 
26,576

Eliminations
(469
)
2,529

2,060

 
(2,060
)
 
(89
)
 
89

 
—

Income (loss) from operations - external
$
10,733

$
14,807

$
25,540

 
$
(1,661
)
 
$
5,410

 
$
(2,713
)
 
$
26,576



9


6.
Basic and diluted earnings per unit are calculated by dividing net income attributable to unitholders, adjusted for non-forfeitable distributions paid out to unvested restricted unitholders and preferred shareholders of Fund II and Fund III, by the weighted average units outstanding during the period.  There were no dilutive securities outstanding during the periods presented. The following table shows the calculation of basic and diluted income per unit:

 
Quarter Ended 
 September 30,
 
Nine Months Ended 
 September 30,
(in thousands, except per unit amounts)
2015
 
2014
 
2015
 
2014
Net income attributable to Pope Resources' unitholders
$
615

 
$
1,500

 
$
8,713

 
$
15,587

Less:
 

 
 

 
 

 
 

Net income attributable to unvested restricted unitholders
(27
)
 
(23
)
 
(55
)
 
(168
)
Preferred share dividends - ORM Timber Funds
(8
)
 
(8
)
 
(23
)
 
(23
)
Net income for calculation of earnings per unit
$
580

 
$
1,469

 
$
8,635

 
$
15,396

 
 
 
 
 
 
 
 
Basic and diluted weighted average units outstanding
4,298

 
4,350

 
4,297

 
4,376

 
 
 
 
 
 
 
 
Basic and diluted earnings per unit
$
0.13

 
$
0.34

 
$
2.01

 
$
3.52


7.
In the first quarter of 2015, the Partnership granted 7,550 restricted units pursuant to the management incentive compensation program. These restricted units vest ratably over four years with the grant date fair value equal to the market price on the date of grant. Simultaneous with the restricted unit grant to management, members of our Board of Directors received 4,500 restricted units. Restricted units granted to directors are not part of the management incentive compensation program, but are included in the calculation of total equity compensation expense. These awards to directors vest 50% on the third anniversary and 50% on the fourth anniversary of the date of grant. Total equity compensation expense is recognized over the vesting period. Grants to retirement-eligible individuals on the date of grant are expensed immediately. We recognized $142,000 and $177,000 of equity compensation expense in the third quarter of 2015 and 2014, respectively, and $722,000 and $698,000 for the nine months ended September 30, 2015 and 2014, respectively, related to these incentive compensation programs.

8.
Supplemental disclosure of cash flow information: interest paid, net of amounts capitalized, totaled $2.3 million and $1.8 million for the first nine months of 2015 and 2014, respectively. The Partnership paid income taxes of $236,000 and $71,000 during the first nine months of 2015 and 2014, respectively.

9.
The Partnership’s financial instruments include cash and cash equivalents, short-term investments and accounts receivable, for which the carrying amount of each represents fair value based on current market interest rates or their short-term nature. Carrying amounts of contracts receivable, although long-term, also approximate fair value based on current market rates.

The Partnership’s and the Funds’ fixed-rate debt collectively have a carrying value of $84.9 million and $90.0 million as of September 30, 2015 and December 31, 2014, respectively.   The estimated fair value of this debt, based on current interest rates for similar instruments (Level 2 inputs in the Fair Value Hierarchy), is approximately $90.8 million and $96.0 million, as of September 30, 2015 and December 31, 2014, respectively.

10.
The Partnership had an accrual for estimated environmental remediation costs of $20.1 million and $21.7 million as of September 30, 2015 and December 31, 2014, respectively. The environmental remediation liability represents management’s estimate of payments to be made to monitor and remediate certain areas in and around Port Gamble Bay, and at Port Ludlow, Washington.

In December of 2013, a consent decree and Clean-up Action Plan (CAP) related to Port Gamble were finalized with the Washington State Department of Ecology (DOE) and filed with Kitsap County Superior Court. The design of the remediation project was substantially completed in the second quarter of 2015 and, in the third quarter, the Partnership selected a contractor to complete the remediation work. Management's cost estimates for the project are based on amounts included in the construction contract and estimates for project management and other professional fees. Remediation activity began in late September of 2015 and will continue through 2017, followed by a period of monitoring activity.


10


The environmental remediation liability also includes estimated costs related to a separate remediation effort within the resort community of Port Ludlow. The liability for this project consists primarily of ongoing monitoring activity.

The environmental liability at September 30, 2015 is comprised of $14.8 million that management expects to expend in the next 12 months and $5.3 million thereafter.

Activity in the environmental liability is as follows:
 
(in thousands)
Balance at Beginning of the Period
 
Additions to Accrual
 
Expenditures for Remediation
 
Balance at Period-end
Year ended December 31, 2013
$
13,942

 
$
—

 
$
701

 
$
13,241

Year ended December 31, 2014
13,241

 
10,000

 
1,590

 
21,651

Quarter ended March 31, 2015
21,651

 
—

 
286

 
21,365

Quarter ended June 30, 2015
21,365

 
—

 
286

 
21,079

Quarter ended September 30, 2015
$
21,079

 
$
—

 
$
1,007

 
$
20,072



ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This report contains a number of projections and statements about our expected financial condition, operating results, and business plans and objectives. These statements reflect management’s estimates based upon our current goals, in light of management’s knowledge of existing circumstances and expectations about future developments. Statements about expectations and future performance are “forward looking statements” within the meaning of applicable securities laws, which describe our goals, objectives and anticipated performance. These statements can be identified by words such as “anticipate,” “believe,” “expect,” “intend” and similar expressions. These statements are inherently uncertain, and some or all of these statements may not come to pass. Accordingly, you should not interpret these statements as promises that we will perform at a given level or that we will take any or all of the actions we currently expect to take. Our future actions, as well as our actual performance, will vary from our current expectations, and under various circumstances these variations may be material and adverse. Some of the factors that may cause our actual operating results and financial condition to fall short of our expectations are set forth in the part of this report entitled “Risk Factors” in Part II, Item 1A below. Some of the issues that may have an adverse and material impact on our business, operating results and financial condition include economic conditions that affect consumer demand for our products and the prices we receive for them both domestically and overseas, particularly in certain parts of Asia; competition domestically and abroad, including as a result of changing status and uncertainties surrounding international and multinational treaties and accords; government regulation that affects our ability to access our timberlands and harvest logs from those lands; factors that affect the timing and amounts realized from the sales, if any, of our real estate holdings; the implications of significant indirect sales to overseas customers, including regulatory and tax matters; the effect of financial market conditions on our investment portfolio and related liquidity; the effects of competition, especially from larger, better-financed competitors; environmental and land use regulations that limit our ability to harvest timber and develop property; access to debt financing by our customers as well as ourselves; the impacts of climate change and natural disasters on our timberlands and on surrounding areas; factors that affect our ability to estimate accurately the extent of our environmental liabilities and the cost of remediating the known areas of exposure; and the potential impacts of fluctuations in foreign currency rates as they affect demand for our products. From time to time we identify other risks and uncertainties in our other filings with the Securities and Exchange Commission. The forward-looking statements in this report reflect our estimates and expectations as of the date of the report, and unless required by law, we do not undertake to update these statements as our business operations and environment change.

This discussion should be read in conjunction with the condensed consolidated financial statements and related notes included with this report. 
 

11


EXECUTIVE OVERVIEW

Pope Resources, A Delaware Limited Partnership (“we” or the “Partnership”), is engaged in three primary businesses. The first, and by far most significant segment in terms of owned assets and operations, is the Fee Timber segment. This segment includes timberlands owned directly by the Partnership and the three private equity funds (“Fund I”, “Fund II”, and “Fund III”, collectively, the “Funds”). Fund I’s assets were sold in 2014, and the fund is expected to be fully unwound in 2015. When we refer to the timberland owned by the Partnership, we describe it as the Partnership’s tree farms. We refer to timberland owned by the Funds as the Funds’ tree farms. When referring collectively to the Partnership’s and Funds’ timberlands we will refer to them as the Combined tree farms. Operations in this segment consist of growing timber to be harvested as logs for sale to domestic manufacturers and export brokers. The second most significant business in terms of total assets owned is the development and sale of real estate. Real Estate activities primarily take the form of securing permits, entitlements, and, in some cases, installing infrastructure for raw land development and then realizing that land’s value by selling larger parcels to buyers who will take the land further up the value chain, either to home buyers or to developers and lessors of commercial property. Since these projects span multiple years, the Real Estate segment may incur losses for multiple years while a project is developed, and will not recognize operating income until that project is sold. In addition, within this segment we sometimes negotiate and sell development rights in the form of conservation easements (CE’s) on Fee Timber properties to preclude future development. Our third business, which we refer to as Timberland Management, is engaged in organizing and managing private equity timber funds using capital invested by third parties and the Partnership.

Our current strategy for adding timberland acreage is centered on our private equity timber fund business model. We have closed and invested capital from three timber funds, with assets under management totaling approximately $310 million as of September 30, 2015 based on the most recent appraisals. Our 20% co-investments in Funds I and II, and our 5% co-investment in Fund III, which collectively totaled $35 million at time of acquisition, afford us a share of the Funds’ operating cash flows while also allowing us to earn asset management and timberland management fees, as well as potential future incentive fees, based upon the overall success of each fund. We also believe that this strategy allows us to maintain sophisticated expertise in timberland acquisition, valuation, and management more cost-effectively than we could maintain for the Partnership’s timberlands alone. We believe our co-investment strategy also enhances our credibility with existing and prospective investors by demonstrating that we have both an operational and a financial commitment to the Funds’ success.

The Funds are consolidated into our financial statements, but then income or loss attributable to equity owned by third parties is removed from consolidated results in our Condensed Consolidated Statements of Comprehensive Income under the caption “Net (income) loss attributable to non-controlling interests-ORM Timber Funds” to arrive at comprehensive income attributable to unitholders of the Partnership.

The strategy for our Real Estate segment centers around how and when to “harvest” parcels of our 2,500-acre portfolio in western Washington to optimize value realization by selling the property, balancing the long-term risks and costs of carrying and developing a property against the potential for income and positive cash flows upon sale.
 
Third quarter highlights

•
Harvest volume was 18 million board feet (MMBF) in Q3 2015 compared to 19 MMBF in Q3 2014, a 6% decrease. Harvest volume for the first nine months of 2015 was 57 MMBF compared to 75 MMBF for 2014, a 23% decrease. These harvest volume figures do not include timber deed sales by Fund III of 0.6 MMBF in Q1 2015 and 1.9 MMBF in Q2 2014. 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 $579 in Q3 2015 compared to $568 per MBF in Q3 2014, an 2% increase. For the first nine months of 2015, the average realized log price was $587 per MBF compared to $643 per MBF for 2014, a 9% decrease.
•
Fund properties contributed 48% of Q3 2015 harvest volume, compared to 50% in Q3 2014. For the first nine months of 2015, Fund properties contributed 50% of harvest volume, compared to 52% for 2014.
•
As a percentage of total harvest, volume sold to export markets in Q3 2015 decreased to 26% from 28% in Q3 2014, while the mix of volume sold to domestic markets was 53% in Q3 2015 compared to 56% in Q3 2014. For the first nine months of 2015, the relative percentages of volume sold to export and domestic markets were 20% and 58%, respectively, compared to 35% and 49%, respectively, in 2014. Hardwood and pulpwood log sales make up the balance of total harvest volume.
•
The percentage of total harvest comprised of Douglas-fir sawlogs increased to 55% in Q3 2015 from 37% in Q3 2014, with a corresponding decrease in the whitewood sawlog component to 20% in Q3 2015 from 39% in Q3 2014. For the first nine months of 2015, the relative mix of Douglas-fir and whitewood sawlogs was 50% and 22%, respectively, compared to 48% and 32%, respectively, for 2014.

12


•
During Q3 2015 we closed on the sale of an 18-acre parcel zoned for multi-family residential use from our Harbor Hill development in Gig Harbor, Washington, for which we recognized $3.6 million in revenue using the percentage-of-completion method. We expect to recognize the remaining $605,000 of revenue in the fourth quarter of 2015.
•
Fund III sold 858 acres of timberland from its tree farm in western Washington for $1.0 million pursuant to an option agreement for a wind power project and recognized a loss of $1.1 million on the transaction, of which $55,000 was attributable to the Partnership.

Outlook

Due to the current weak log pricing environment, we have deferred a portion of our previously planned 2015 harvest and expect total annual log harvest and stumpage sale volume of between 79 and 84 MMBF for the full year. The vast majority of this deferral is attributable to tree farms owned by the Funds. We expect that log prices will remain relatively flat over the next several quarters, and in response, we may continue to defer some harvest volume.

We expect additional land sales from our Real Estate segment towards the end of the year, though the timing of some of these transactions could slip to early 2016.

RESULTS OF OPERATIONS

The following table reconciles and compares key revenue and cost elements that impacted our net income for the respective quarters and nine months ended September 30, 2015 and 2014.  The explanatory text that follows the table describes in detail certain of these changes by business segment.
(in thousands)
Quarter Ended 
 September 30,
 
Nine Months Ended 
 September 30,
Net income attributable to Pope Resources' unitholders:
 
 
 
2015 period
$
615

 
$
8,713

2014 period
1,500

 
15,587

Variance
$
(885
)
 
$
(6,874
)
Detail of variance:
 

 
 

Fee Timber
 

 
 

Log volumes (A)
$
(682
)
 
$
(11,317
)
Log price realizations (B)
196

 
(3,214
)
Gain (loss) on sale of timberland
(10,291
)
 
(10,291
)
Timber deed sales
—

 
230

Production costs
1,013

 
5,429

Depletion
680

 
2,263

Other Fee Timber
(860
)
 
(866
)
Timberland Management
47

 
(347
)
Real Estate
 

 
 

Land sales
(498
)
 
(4,980
)
Conservation easement sales
—

 
4,311

Timber depletion on land sale
—

 
(140
)
Other Real Estate
592

 
603

General and administrative costs
(261
)
 
(877
)
Net interest expense
(67
)
 
(386
)
Income taxes
258

 
116

Noncontrolling interests
8,988

 
12,592

Total variances
$
(885
)
 
$
(6,874
)
(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 sales volume.


13


Fee Timber
 
Fee Timber results include operations on 111,000 acres of timberland owned by the Partnership and 79,000 acres of timberland owned by the Funds. Fee Timber revenue is earned primarily from the harvest and sale of logs from these timberlands which are located in western Washington, northwestern Oregon, and northern California. This revenue source is driven primarily by the volume of timber harvested and the average log price realized on the sale of that timber. Our harvest volume is based typically on manufactured log sales to domestic mills and log export brokers. We also occasionally sell rights to harvest timber (timber deed sale) from the Combined tree farms. The metrics used to calculate volumes sold and average price realized during the reporting periods exclude the timber deed sales, except where stated otherwise. Harvest volumes are generally expressed in million board feet (MMBF) increments while harvest revenue and related costs are generally expressed in terms of revenue or cost per thousand board feet (MBF).

Fee Timber revenue is also derived from commercial thinning operations, ground leases for cellular communication towers, and royalties from gravel mines and quarries, all of which, along with timber deed sales, are included in other revenue below. Commercial thinning consists of the selective cutting of timber stands not yet of optimal harvest age.  However, they do have some commercial value, thus allowing us to earn revenue while at the same time improving the projected value at harvest of the remaining timber in the stand.

Revenue and operating income for the Fee Timber segment for the quarters ended September 30, 2015, June 30, 2015, and September 30, 2014 were as follows:
 
(in millions)
Quarter ended
 
Log Sale
Revenue
 
Other
Revenue
 
Total Fee
Timber
Revenue
 
Gain (Loss) on Sale of
Timberland
 
Operating
Income (loss)
 
Harvest
Volume
(MMBF)
 
Timber Deed Sale Volume (MMBF)
Partnership
 
$
5.6

 
$
0.8

 
$
6.4

 
$
—

 
$
2.3

 
9.2

 
—

Funds
 
4.7

 
0.2

 
4.9

 
(1.1
)
 
(0.9
)
 
8.6

 
—

Total September 2015
 
$
10.3

 
$
1.0

 
$
11.3

 
$
(1.1
)
 
$
1.3

 
17.8

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
4.1

 
$
0.7

 
$
4.8

 
$
—

 
$
1.3

 
7.2

 
—

Funds
 
4.3

 
0.2

 
4.5

 
—

 
0.3

 
7.9

 
—

Total June 2015
 
$
8.4

 
$
0.9

 
$
9.3

 
$
—

 
$
1.6

 
15.1

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
5.4

 
$
0.7

 
$
6.1

 
$
—

 
$
1.6

 
9.5

 
—

Funds
 
5.3

 
1.0

 
6.3

 
9.2

 
9.7

 
9.5

 
1.9

Total September 2014
 
$
10.7

 
$
1.7

 
$
12.4

 
$
9.2

 
$
11.3

 
19.0

 
1.9

 
Operating Income
 
Comparing Q3 2015 to Q2 2015.  Operating income decreased $300,000, or 19%, from $1.6 million in Q2 2015 to $1.3 million in Q3 2015. Our Q3 2015 results reflect a $1.1 million loss on the September 2015 sale of 858 acres from Fund III’s timberland for $1.0 million. This sale occurred pursuant to a 2010 option agreement for a wind power project on a portion of the Willapa tree farm in western Washington that Fund III acquired in December 2013. The sale price under the option agreement was lower than Fund III's acquisition price for the property because the option price was based on market prices for timberland in 2010, adjusted for inflation, whereas Fund III's acquisition price was based on market prices in late 2013 and market prices appreciated much more rapidly than inflation during that time. As a result, Fund III recognized a loss on the transaction. This loss offset the impact of an 18% increase in harvest volume and a 3% increase in average realized log prices. Contributing further to the decline in operating income was a $690,000 increase in operating expenses and a 9% increase in cost of sales due to the higher harvest volume.
 
Comparing Q3 2015 to Q3 2014.  Operating income decreased $10 million, or 88%, from $11.3 million in Q3 2014 to $1.3 million in Q3 2015. The most significant factor to this decline is the $9.2 million gain on the sale of Fund I’s Green River tree farm in Q3 2014, while Q3 2015 results include the $1.1 million loss on the sale of 858 acres from Fund III’s Willapa tree farm described above. Contributing further to the decline in operating income was a 6% decrease in harvest

14


volume, a $576,000 decrease in other revenue, and a $279,000 increase in operating expenses. Partially offsetting these items was a 2% increase in average realized log prices and a 21% decrease in cost of sales due to the lower harvest volume.
 
Revenue
 
Comparing Q3 2015 to Q2 2015.  Log sale revenue in Q3 2015 increased $1.9 million, or 23%, from $8.4 million in Q2 2015 to $10.3 million in Q3 2015 on the heels of an 18% increase in harvest volume and a 3% increase in average realized log prices. The third quarter often represents one of our lowest quarters of the year in terms of harvest volume as we scale back our harvest in response to greater log supply in the market as the summer weather affords timberland owners at all elevations the opportunity to harvest on their properties. In the case of 2015, however, we were coming out of a weak Q2 during which time we deferred a portion of our harvest volume, resulting in higher harvest volume in Q3 compared to Q2. While U.S. housing starts continue to improve slowly, the looming expiration of the Softwood Lumber Agreement (SLA) between the U.S. and Canada created uncertainty in domestic log markets that had a dampened effect on third quarter 2015 log prices. Speculation during the quarter focused on a potential significant post-SLA expiration increase in lumber imports from Canada. We are just a few weeks into this post-SLA period and, thus far, lumber imports from Canada appear to be remaining stable. At the same time that our domestic markets are weak, demand from China remains soft as construction activity in that country has declined while a strengthening U.S. dollar makes our logs less competitive in export markets.

Comparing Q3 2015 to Q3 2014.  Log sale revenue in Q3 2015 decreased $400,000, or 4%, from $10.7 million in Q3 2014 to $10.3 million in Q3 2015, primarily as a result of a 6% decrease in harvest volume, offset partially by a 2% increase in average realized log prices. Most of the decline in harvest volume came from properties owned by the Funds as we deferred harvest volume in response to weak log markets. The decrease in other revenue is attributable primarily to $775,000 of timber deed sales in Q3 2014 that had no counterpart in Q3 2015.
 
Revenue and operating income for the Fee Timber segment for the nine months ended September 30, 2015 and 2014 were as follows:
 
(in millions) Nine Months Ended
 
Log Sale Revenue
 
Other Revenue
 
Total Fee Timber Revenue
 
Gain (Loss) on Sale of Timberland
 
Operating Income
 
Harvest Volume (MMBF)
 
Timber Deed Sale Volume (MMBF)
Partnership
 
$
18.0

 
$
2.0

 
$
20.0

 
$
—

 
$
7.6

 
28.8

 
—

Funds
 
15.7

 
0.8

 
16.5

 
(1.1
)
 
0.2

 
28.6

 
0.6

Total September 2015
 
$
33.7

 
$
2.8

 
$
36.5

 
$
(1.1
)
 
$
7.8

 
57.4

 
0.6

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
23.5

 
$
2.4

 
$
25.9

 
$
—

 
$
10.7

 
36.2

 
—

Funds
 
24.6

 
1.5

 
26.1

 
9.2

 
14.8

 
38.8

 
1.9

Total September 2014
 
$
48.1

 
$
3.9

 
$
52.0

 
$
9.2

 
$
25.5

 
75.0

 
1.9

 
Operating Income
 
Comparing YTD 2015 to YTD 2014.  Operating income decreased by $17.7 million, or 69%, from $25.5 million in the first nine months of 2014 to $7.8 million in the first nine months of 2015, primarily as a result of a 23% decrease in harvest volume, a 9% decrease in average realized log prices, and a $10.3 million reduction in timberland sale profit. Also contributing to the decline in operating income was a $1.1 million reduction in other revenue. These declines in operating income were partially offset by a 26% decrease in cost of sales and a $286,000 reduction in operating expenses due primarily to the lower harvest volume.
 
Revenue
 
Comparing YTD 2015 to YTD 2014.  Log sale revenue decreased $14.4 million, or 30%, from $48.1 million in the first nine months of 2014 to $33.7 million in the first nine months of 2015. The reduction in revenue was the result of a 23% decrease in harvest volume and a 9% decrease in average realized log prices. Export markets in 2015 have been impacted negatively by a construction slowdown in China, unfavorable currency exchange rates, and high log inventories at China’s ports. These factors combined to drive down export prices. Domestic markets have been affected by unseasonably mild weather

15


in the Pacific Northwest early in the year, high log and lumber inventories, slower than expected recovery in the U.S. housing market, and uncertainty in log markets created by the expiration of the Softwood Lumber Agreement between the U.S. and Canada. In contrast, log markets during the first half of 2014, particularly in the first quarter, were at a multi-year cyclical high during which time we sold a large portion of our 2014 volume. Strong demand from Asia, combined with a slowly strengthening domestic market as U.S. housing starts rose to a rate of 1 million units per year, drove the strong log prices in 2014. The $1.1 million decrease in other revenue in 2015 compared to 2014 was due primarily to a reduction in timber deed sales and commercial thinning activity.

Log Volume

We harvested the following log volumes by species from the Combined tree farms, exclusive of timber deed sales, for the quarters ended September 30, 2015, June 30, 2015, and September 30, 2014:
 
Volume (in MMBF)
Quarter Ended
 
 
Sep-15
% Total
 
Jun-15
% Total

 
Sep-14
% Total
Sawlogs
Douglas-fir
9.9

55
%
 
7.8

52
%
 
7.0

37
%
 
Whitewood
3.5

20
%
 
3.0

20
%
 
7.5

39
%
 
Pine
0.1

1
%
 
1.1

7
%
 
1.3

7
%
 
Cedar
0.6

3
%
 
0.5

3
%
 
0.2

1
%
 
Hardwood
0.7

4
%
 
0.4

3
%
 
0.4

2
%
Pulpwood
All Species
3.0

17
%
 
2.3

15
%
 
2.6

14
%
Total
 
17.8

100
%
 
15.1

100
%
 
19.0

100
%
 
Comparing Q3 2015 to Q2 2015. Harvest volume increased 2.7 MMBF, or 18%, from 15.1 MMBF in Q2 2015 to 17.8 MMBF in Q3 2015. This increase from the second to third quarter is atypical for us and resulted from weak domestic and export log markets during Q2 2015, to which we responded by deferring harvest volume until later in the year or, in some cases, next year. In a typical year, we scale back our Q3 operations as prices are generally weaker due to the increase in log supply afforded by the summer weather. Species mix was relatively consistent between the two comparable quarters, with the exception of pine which, as a percent of overall harvest, decreased from 7% in Q2 2015 to 1% in Q3 2015. Pine volume in both quarters originated almost exclusively from Fund III’s McCloud tree farm in northern California, and our operations on that tree farm were reduced in Q3 2015 as compared to Q2 2015.
 
 Comparing Q3 2015 to Q3 2014. Harvest volume decreased 1.2 MMBF, or 6%, from 19.0 MMBF in Q3 2014 to 17.8 MMBF in Q3 2015. The decrease is primarily due to a reduction in harvest on Fund tree farms, which have a heavier component of whitewood volume compared to the Partnership tree farms. In addition, we shifted volume to Douglas-fir in response to a relatively weaker whitewood market during Q3 2015. As such, Douglas-fir harvest volume, as a percent of overall harvest, increased from 37% in Q3 2014 to 55% in Q3 2015, while the component of whitewood harvest volume decreased from 39% in Q3 2014 to 20% in Q3 2015. Pine harvest volume decreased from 7% in Q3 2014 to 1% in Q3 2015, with the decline being attributable to reduced operations on Fund III’s McCloud tree in the current year versus the prior year.
 
We harvested the following log volumes by species from the Combined tree farms, exclusive of the aforementioned timber deed sales, for the nine months ended September 30, 2015 and 2014:

Volume (in MMBF)
Nine Months Ended
 
 
Sep-15
% Total
 
Sep-14
% Total
Sawlogs:
Douglas-fir
29.0

50
%
 
35.9

48
%
 
Whitewood
12.4

22
%
 
23.8

32
%
 
Pine
1.3

2
%
 
1.8

2
%
 
Cedar
2.3

4
%
 
1.7

2
%
 
Hardwood
2.6

5
%
 
1.9

3
%
Pulpwood:
All Species
9.8

17
%
 
9.9

13
%
Total
 
57.4

100
%
 
75.0

100
%

16


 
Comparing YTD 2015 to YTD 2014. Harvest volume decreased 17.6 MMBF, or 23%, from 75.0 MMBF in the first nine months of 2014 to 57.4 MMBF in 2015. The decrease in harvest volume is attributable to weaker domestic and export markets in 2015 as compared to 2014 as described earlier. Species mix was relatively stable between 2014 and 2015, with the exception of whitewood. Harvest volume for whitewood, as a percentage of overall harvest, decreased from 32% in 2014 to 22% in 2015 due to our decision to defer harvest volume on Fund tree farms, which contain a heavier whitewood component, in response to the weak whitewood log markets in 2015 versus 2014.
 
Log Prices
 
Logs from the Combined tree farms serve a number of different domestic and export markets, with domestic mills historically representing our largest market destination. Export customers consist of log brokers who sell the logs primarily to Japan, China and, to a lesser degree, Korea.

We realized the following log prices by species for the quarters ended September 30, 2015, June 30, 2015, and September 30, 2014:
 
 
 
Quarter Ended
 
 
Sep-15
 
Jun-15
 
Sep-14
Average price realizations (per MBF):
 
 
Sawlogs:
Douglas-fir
$
623

 
$
608

 
$
637

 
Whitewood
522

 
541

 
590

 
Pine
420

 
552

 
514

 
Cedar
1,426

 
1,120

 
1,004

 
Hardwood
559

 
532

 
613

Pulpwood:
All Species
346

 
322

 
302

Overall
 
579

 
562

 
568


The following table compares the dollar and percentage change in log prices from each of Q2 2015 and Q3 2014 to Q3 2015:
   
 
 
Change to Q3 2015 from Quarter Ended
 
 
Jun-15
 
Sep-14
 
 
$/MBF
 
%
 
$/MBF
 
%
Sawlogs:
Douglas-fir
$
15

 
2
%
 
$
(14
)
 
(2
%)
 
Whitewood
(19
)
 
(4
%)
 
(68
)
 
(12
%)
 
Pine
(132
)
 
(24
%)
 
(94
)
 
(18
%)
 
Cedar
306

 
27
%
 
422

 
42
%
 
Hardwood
27

 
5
%
 
(54
)
 
(9
%)
Pulpwood:
All Species
24

 
7
%
 
44

 
15
%
Overall
 
17

 
3
%
 
11

 
2
%
 
Overall realized log prices in Q3 2015 were 3% higher than Q2 2015 and 2% higher than Q3 2014. Our overall average is influenced heavily by price movements for our two most prevalent species on the Combined tree farms, Douglas-fir and whitewood, and the relative mix of harvest volume between those two species. From Q2 2015 to Q3 2015, log prices for these two species increased 2% and decreased 4%, respectively. Douglas-fir benefited from an improvement in sort mix and stable demand for higher quality logs in the Japan export market. Whitewood was weighed down by continued weakness in export demand, particularly from China. Cedar, though only 3% of Q3 2015 production, experienced a 27% price increase which contributed to the overall increase in average realized log price. In Q2 2015, 45% of the cedar volume was lower-value incense cedar produced on Fund III’s McCloud tree farm, while in Q3 2015 all cedar volume was higher-value western red cedar produced primarily on the Partnership tree farms.


17


From Q3 2014 to Q3 2015, the increase in average realized log prices was attributable to a significant shift in species mix towards Douglas-fir from whitewood. As discussed above under “Log Volume”, Douglas-fir, as a percentage of total log volume, was up 18% and whitewood was down 19% from Q3 2014 to Q3 2015. This was a favorable shift, as average Douglas-fir prices declined only 2% while whitewood declined 12%, and Douglas-fir prices were at a 19% premium to whitewood prices in Q3 2015 versus 8% in Q3 2014. The significant increase in cedar prices, again on a small portion of our Combined harvest volume, is due to 18% of Q3 2014 cedar volume coming from lower-valued incense cedar produced on Fund III’s McCloud tree farm, while in Q3 2015 all cedar volume was higher-value western red cedar produced primarily on the Partnership tree farms.
 
The following table compares realized log prices by species for the first nine months of 2015 and 2014, as well as the dollar and percentage change in log prices between the two periods:
 
 
 
Nine Months Ended
 
 
Sep-15
 
 
 
 
 
Sep-14
 
 
 

 
∆ from Sep-15 to Sep-14
 
 

 
 
 
 
$/MBF
 
%
 
 
Sawlogs:
Douglas-fir
$
627

 
$
(92
)
 
(13
%)
 
$
719

 
Whitewood
542

 
(103
)
 
(16
%)
 
645

 
Pine
539

 
31

 
6
%
 
508

 
Cedar
1,405

 
110

 
8
%
 
1,295

 
Hardwood
606

 
4

 
1
%
 
602

Pulpwood:
All species
332

 
50

 
18
%
 
282

Overall
 
587

 
(56
)
 
(9
%)
 
643

 
Overall realized log prices decreased 9% in the first nine months of 2015 compared to the corresponding period of 2014. The overall average is influenced heavily by Douglas-fir and whitewood prices, which were down 13% and 16%, respectively. The decline in these species’ prices is attributable to harvesting a large portion of our 2014 volume in the first half of the year when log prices were at multi-year highs. Increases in the prices of our minor species and pulpwood served to offset a portion of the declines in Douglas-fir and whitewood.

Customers

The ultimate decision of whether to sell our logs into the export or domestic market is based on the net proceeds we receive after taking into account both the delivered log prices and the cost to deliver logs to the customer. As such, our reported log price realizations will reflect our properties’ proximity to customers as well as the broader log market.

The table below categorizes logs sold by customer type for the quarters ended September 30, 2015, June 30, 2015, and September 30, 2014:

 
Q3 2015
 
Q2 2015
 
Q3 2014
 
Volume
 
 

 
Volume
 
 
 
Volume
 
 
Destination
MMBF
%
 
Price
 
MMBF
%
 
Price
 
MMBF
%
 
Price
Export brokers
4.7

26
%
 
$
616

 
2.1

14
%
 
$
604

 
5.3

28
%
 
$
654

Domestic mills
9.4

53
%
 
638

 
10.3

68
%
 
608

 
10.7

56
%
 
588

Hardwood
0.7

4
%
 
559

 
0.4

3
%
 
532

 
0.4

2
%
 
613

Pulpwood
3.0

17
%
 
346

 
2.3

15
%
 
322

 
2.6

14
%
 
302

Subtotal
17.8

100
%
 
579

 
15.1

100
%
 
562

 
19.0

100
%
 
568

Timber deed sale
—

 

 
—

 
—

 

 
—

 
1.9

 

 
415

Total
17.8

 

 
 

 
15.1

 

 
 

 
20.9

 

 
 

 
Comparing Q3 2015 to Q2 2015. Volume sold to the export market increased to 26% of Q3 2015 harvest volume compared to 14% of Q2 2015 volume. Conversely, volume sold to the domestic market decreased to 53% of Q3 2015 harvest

18


volume compared to 68% of Q2 2015 harvest volume. This shift in customer mix reflects that we took advantage of a stronger Japan export market for Douglas-fir while the domestic log market was soft. Contributing further to the reduction in volume sold into the domestic market was a 1.8 MMBF reduction in harvest operations on Fund III’s McCloud tree farm, which typically serves the domestic market exclusively.

Comparing Q3 2015 to Q3 2014. Volume sold to our various customer types changed little from Q3 2014 to Q3 2015. In addition, timber deed sales volume declined from 1.9 MMBF in Q3 2014 on Fund III’s Willapa tree farm to none in Q3 2015. This is reflective of the tree farm transitioning from timber deed sales to delivered log sales in 2015.

The table below categorizes logs sold by customer type for the nine-month periods ended September 30, 2015 and 2014:

 
Nine Months Ended
 
September 2015
 
September 2014
 
Volume
 
 
Volume
 
Destination
MMBF
%
Price
 
MMBF
%
Price
Export brokers
11.5

20
%
$
634

 
26.3

35
%
$
742

Domestic mills
33.5

58
%
645

 
36.9

49
%
670

Hardwood
2.6

5
%
606

 
1.9

3
%
602

Pulpwood
9.8

17
%
332

 
9.9

13
%
282

Subtotal
57.4

100
%
587

 
75.0

100
%
643

Timber deed sale
0.6

 

389

 
1.9

 
415

Total
58.0

 

 

 
76.9

 
 

 
Comparing YTD 2015 to YTD 2014. Volume sold to export brokers as a percentage of total harvest decreased from 35% in the first nine months of 2014 to 20% in 2015.  Conversely, volume sold to the domestic market increased from 49% in the first nine months of 2014 to 58% in the comparable period of 2015. Timber deed sales volume of 0.6 MMBF during the first nine months of 2015 represented the conclusion of timber deed sale activity on Fund III’s Willapa tree farm during Q1 2015 that started in Q3 2014, as that tree farm transitions to delivered log sales.

Cost of Sales
 
Fee Timber cost of sales, which consist predominantly of harvest, haul and depletion costs, vary with harvest volume.  Commercial thinning costs are the primary component of Other cost of sales in the tables below.
 

19


Fee Timber cost of sales for the quarters ended September 30, 2015, June 30, 2015, and September 30, 2014, was as follows, with the first table expressing these costs in total dollars and the second table expressing those costs that are driven by volume on a per MBF basis:
 
(in thousands) Quarter Ended
 
Harvest, Haul and Tax
 
Depletion
 
Other
 
Total Fee Timber Cost of Sales
 
Harvest Volume (MMBF)
 
Timber Deed Sale Volume (MMBF)
Partnership
 
$
1,771

 
$
432

 
$
260

 
$
2,463

 
9.2

 
—

Funds
 
1,892

 
1,819

 
177

 
3,888

 
8.6

 
—

Total September 2015
 
$
3,663

 
$
2,251

 
$
437

 
$
6,351

 
17.8

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
1,669

 
$
348

 
$
284

 
$
2,301

 
7.2

 
—

Funds
 
2,189

 
1,309

 
39

 
3,537

 
7.9

 
—

Total June 2015
 
$
3,858

 
$
1,657

 
$
323

 
$
5,838

 
15.1

 
—

 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
2,377

 
$
454

 
$
281

 
$
3,112

 
9.5

 
—

Funds
 
2,326

 
2,477

 
129

 
4,932

 
9.5

 
1.9

Total September 2014
 
$
4,703

 
$
2,931

 
$
410

 
$
8,044

 
19.0

 
1.9

 
(Amounts per MBF) Quarter Ended
 
Harvest, Haul and Tax *
 
Depletion *
Partnership
 
$
193

 
$
47

Funds
 
220

 
212

Total September 2015
 
$
206

 
$
126

 
 
 
 
 
Partnership
 
$
232

 
$
48

Funds
 
277

 
166

Total June 2015
 
$
255

 
$
110

 
 
 
 
 
Partnership
 
$
250

 
$
48

Funds
 
245

 
217

Total September 2014
 
$
248

 
$
140

 
*
Timber deed sale volumes are excluded in the per MBF computation for harvest, haul and tax costs but included in the per MBF computation for depletion.
 
Comparing Q3 2015 to Q2 2015. Cost of sales increased $513,000, or 9%, from Q2 2015 to Q3 2015. The increase was primarily attributable to an 18% rise in harvest volume that was offset partially by a 19% decrease in per MBF harvest, haul, and tax rates.
 
Comparing Q3 2015 to Q3 2014. Cost of sales decreased $1.7 million, or 21%, in Q3 2015 compared to the corresponding period in 2014. The decrease was primarily attributable to a 6% decline in harvest and a 1.9 MMBF decrease in timber deed sales, compounded by reductions in per MBF harvest, haul, and tax rates and depletion rates. The decrease in depletion rate is a function of a reduction in harvest volume, including timber deed sales, coming from Fund properties from 55% in Q3 2014 to 48% in Q3 2015. Depletion rates for the Funds’ tree farms are higher than those for the Partnership’s tree farms because the former were purchased more recently.

Fee Timber cost of sales for the nine months ended September 30, 2015 and 2014 was as follows, with the first table expressing these costs in total dollars and the second table expressing those costs that are driven by volume on a per MBF basis:

20


 
(in thousands) Nine Months Ended
 
Harvest, Haul and Tax
 
Depletion
 
Other
 
Total Fee Timber Cost of Sales
 
Harvest Volume (MMBF)
 
Timber Deed Sale Volume (MMBF)
Partnership
 
$
6,348

 
$
1,362

 
$
661

 
$
8,371

 
28.8

 
—

Funds
 
7,217

 
5,757

 
446

 
13,420

 
28.6

 
0.6

Total September 2015
 
$
13,565

 
$
7,119

 
$
1,107

 
$
21,791

 
57.4

 
0.6

 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
8,536

 
$
1,723

 
$
1,007

 
$
11,266

 
36.2

 
—

Funds
 
10,098

 
7,659

 
460

 
18,217

 
38.8

 
1.9

Total September 2014
 
$
18,634

 
$
9,382

 
$
1,467

 
$
29,483

 
75.0

 
1.9

 
(Amounts per MBF) Nine Months Ended
 
Harvest, Haul and Tax *
 
Depletion *
Partnership
 
$
220

 
$
47

Funds
 
252

 
197

Total September 2015
 
$
236

 
$
123

 
 
 
 
 
Partnership
 
$
236

 
$
48

Funds
 
260

 
188

Total September 2014
 
$
248

 
$
122

 
*
Timber deed sale volumes are excluded in the per MBF computation for harvest, haul and tax costs but included in the per MBF computation for depletion.
 
Comparing YTD 2015 to YTD 2014. Cost of sales decreased $7.7 million, or 26%, in the first nine months of 2015 compared to the corresponding period in 2014, due to a 23% decrease in harvest volume from 2014 to 2015. A decrease in commercial thinning activity in 2015 drove the decline in other cost of sales.
 
Operating Expenses
 
Fee Timber operating expenses include the cost of maintaining existing roads and building temporary roads for harvesting, silviculture costs, and other management expenses. For the quarters ended September 30, 2015, June 30, 2015, and September 30, 2014, operating expenses were $2.5 million, $1.8 million, and $2.3 million, respectively. The $690,000 increase in operating expenses from Q2 2015 to Q3 2015 was attributable to seasonally higher silviculture and road expenses on the Combined tree farms. The third quarter is often when we perform a majority of our temporary road construction and vegetation management. The $279,000 increase in operating expenses from Q3 2014 to Q3 2015 was attributable to increased silviculture expenses on the Combined tree farms.

Fee Timber operating expenses for the nine months ended September 30, 2015 and 2014 were $5.9 million and $6.2 million, respectively.  The $286,000 decrease is attributable to reduced road expenses on the Combined tree farms due to the decline in harvest volume.

Gain (Loss) on Sale of Timberland

The loss on sale of timberland in 2015 resulted from Fund III's sale of timberland from its Willapa tree farm pursuant to an option agreement for a wind power project, described earlier. The 2014 gain resulted from Fund I's September 2014 sale of its 16,000 acre Green River tree farm in western Washington.

21


Timberland Management
 
The Timberland Management segment develops timberland investment portfolios on behalf of the Funds. Our private equity timber funds own a combined 79,000 acres of commercial timberland in western Washington, northwestern Oregon, and northern California with total assets under management of $310 million based on the most recent appraisals.

Fund I’s assets were sold in 2014, and the fund is expected to be completely unwound in 2015. Fund III is currently in the investment period for its $180 million of committed capital, of which 5%, or $9 million, represents the Partnership’s co-investment share. As of September 30, 2015, Fund III had $50.8 million of committed capital remaining to invest, which includes $2.5 million from the Partnership. The investment period for Fund III will close on July 31, 2016, or when all of the committed capital is invested, whichever comes first.

 Fund Distributions and Fees Paid to the Partnership

Fund distributions are paid from available Fund cash, generated primarily from the harvest and sale of timber after paying all Fund expenses, management fees, and recurring capital costs. The Partnership received combined distributions from the Funds of $862,000 and $1.3 million, in the nine months ended September 30, 2015, and 2014, respectively. The decrease in distributions from the Funds is due to a combination of deferred harvest volume and lower log prices in 2015 compared to the comparable period in the prior year.
The Partnership earned asset, investment, and timberland management fees from the Funds of $2.4 million and $2.5 million for the nine months ended September 30, 2015, and 2014, respectively.
Revenue and Operating Loss

The fees earned from managing the Funds include a fixed component related to invested capital and acres owned, and a variable component related to harvest volume from the Funds’ tree farms. As all revenue is eliminated in consolidation, operating losses consist of operating expenses incurred by the Timberland Management segment.
 
Revenue and operating loss for the Timberland Management segment for the quarters ended September 30, 2015 and 2014 were as follows:
  
(in thousands, except invested
 
Quarter Ended
capital, volume and acre data)
 
Sep-15
 
Sep-14
Revenue internal
 
$
779

 
$
814

Intersegment eliminations
 
(779
)
 
(814
)
Revenue external
 
$
—

 
$
—

 
 
 
 
 
Operating income internal
 
$
185

 
$
119

Intersegment eliminations
 
(679
)
 
(660
)
Operating loss external
 
$
(494
)
 
$
(541
)
 
 
 
 
 
Invested capital (in millions)
 
$
251

 
203 *

Acres owned by Funds
 
79,000

 
75,000 *

Harvest volume - Funds (MMBF), including timber deed sales
 
8.6

 
11.4

* Net of $36 million of invested capital and 15,000 acres owned related to Fund I's Green River tree farm that was sold on September 30, 2014, and thus generated fees for the entire third quarter of 2014.
 
Comparing Q3 2015 to Q3 2014. Timberland Management generated management fee revenue of $779,000 and $814,000 from managing the Funds for the third quarters of 2015 and 2014, respectively. The decrease in fee revenue is attributable to the decline in harvest volume and reduction in acres owned (prior to the Green River tree farm sale), offset partially by an increase in invested capital. Harvest volume declined as a result of reduced operations as we deferred volume amid weak log markets. The reduction in acres owned is attributable to selling Fund I’s two tree farms totaling 24,000 acres in Q3 and Q4 2014 and 858 acres from Fund III’s Willapa tree farm in Q3 2015, offset partially by the addition of Fund III’s 13,000-acre Deer Creek tree farm in Q4 2014. These transactions also explain the increase in invested capital, where the Fund I

22


sales represented $58 million and the Fund III sale represented $2 million of invested capital, and the Fund III purchase represented $72 million of invested capital.

Operating expenses incurred for the quarters ended September 30, 2015, and 2014 totaled $494,000 and $541,000, respectively. The decrease in operating expenses is attributable to a decrease in operating activities from the comparable quarter in 2014.

Revenue and operating loss for the Timberland Management segment for the nine months ended September 30, 2015 and 2014 were as follows:
 
(in thousands, except invested
 
Nine Months Ended
capital, volume and acre data)
 
Sep-15
 
Sep-14
Revenue internal
 
$
2,380

 
$
2,529

Intersegment eliminations
 
(2,380
)
 
(2,529
)
Revenue external
 
$
—

 
$
—

 
 
 
 
 
Operating income internal
 
$
126

 
$
399

Intersegment eliminations
 
(2,134
)
 
(2,060
)
Operating loss external
 
$
(2,008
)
 
$
(1,661
)
 
 
 
 
 
Invested capital (in millions)
 
$
253

 
203 *

Acres owned by Funds
 
79,000

 
75,000 *

Harvest volume - Funds (MMBF), including timber deed sales
 
29.2

 
40.7

*Net of $36 million of invested capital and 15,000 acres owned related to the Green River tree farm that was sold on September 30, 2014, and thus generated fees for the entire first nine months of 2014.
 
Comparing YTD 2015 to YTD 2014. Timberland Management generated management fee revenue of $2.4 million and $2.5 million from managing the Funds for the nine months ended September 30, 2015 and 2014, respectively. As with the quarterly results, the decrease in revenue is attributable to a decline in harvest volume and acres owned, offset partially by an increase in invested capital.
 
Operating expenses incurred by the Timberland Management segment for the nine months ended September 30, 2015 and 2014 totaled $2.0 million and $1.7 million, respectively. The increase in operating expenses is attributable to costs incurred to open and staff a new timber field office in Oregon in Q4 2014 to manage operations on Fund tree farms in that state.
 
Real Estate
 
The Partnership’s Real Estate segment produces its revenue primarily from the sale of land within its 2,500-acre portfolio.  Additional sources of revenue include sales of development rights and tracts of land from the Partnership’s timberland portfolio, together with residential and commercial property rents earned from our Port Gamble and Poulsbo properties. Real Estate holdings are located in the Washington counties of Pierce, Kitsap, and Jefferson with sales of land for this segment typically falling into one of three general types:

•
Commercial, business park, and residential plat land sales represent land sold after development rights have been obtained and are generally sold with prescribed infrastructure improvements.

•
Rural residential lot sales that generally require some capital improvements such as zoning, road building, or utility access improvements prior to completing the sale.

•
The sale of unimproved land, which generally consists of larger acreage sales rather than single lot sales, is normally completed with very little capital investment prior to sale.


23


In addition to outright sales of fee simple interests in land, we also enter into conservation easement (CE) sales that allow us to retain the right to harvest and manage timberland, but bar any future subdivision of, or real estate development on, the property.
 
“Land Held for Development” on our Condensed Consolidated Balance Sheets represents the Partnership’s cost basis in land that has been identified as having greater value as development property than timberland. Our Real Estate segment personnel work with local officials to acquire entitlements for further development of these parcels.

Those properties that are for sale, under contract, and for which the Partnership has an expectation they will sell within the next 12 months, are classified on our balance sheet as a current asset under “Land and Timber Held for Sale”. The $4.0 million amount currently in Land and Timber Held for Sale reflects properties that are under contract and expected to close between now and the end of the third quarter of 2016, comprising 44 single-family residential lots from the Harbor Hill project as well as a 240-acre conservation land sale.
 
Project costs that are associated directly with the development and construction of a real estate project are capitalized and then included in cost of sales when the property is sold, along with our original basis in the underlying land and the closing costs associated with the sale transaction.
 
Results from Real Estate operations vary significantly from period-to-period as we make multi-year investments in entitlements and infrastructure prior to selling entitled or developed land.

Comparing Q3 2015 to Q3 2014. In the third quarter of 2015, we closed on the sale of a parcel zoned for multi-family residential use from our Harbor Hill development. We recognized revenue of $3.6 million for this transactions with the remaining $605,000, relating to post-closing land development obligations, expected to be recognized in the fourth quarter. In Q3 2014, we closed on the sale of 10 residential lots from our Harbor Hill development and four acres of undeveloped land for a total of $953,000. Real Estate operating expenses increased slightly to $1.1 million for the third quarter of 2015 compared to $1.0 million for the third quarter of 2014.  These factors resulted in operating loss of $503,000 for the third quarter of 2015 compared to an operating loss of $597,000 in the third quarter of 2014.
 
Comparing YTD 2015 to YTD 2014. In the first nine months of 2015, we closed on the sale of 75 single-family residential lots and a multi-family residential parcel from our Harbor Hill development for $12.6 million, and on conservation land and easement sales covering 3,861 acres for $6.0 million.  In the first nine months of 2014, we closed on a conservation land sale for $4.6 million as well as the sale of 125 residential lots from Harbor Hill for $12.5 million.  Rental and other activities in our Real Estate segment were largely consistent from 2014 to 2015. Real Estate operating expenses were nearly flat at $3.0 million and $2.8 million for the first nine months of 2015 and 2014, respectively. These factors resulted in operating income of $5.2 million for the first nine months of 2015 compared to $5.4 million for the first nine months of 2014.

Real Estate revenue, gross margin and operating income are summarized in the table below for the nine months ended September 30, 2015 and 2014:


24


(in thousands, except units sold and per unit amounts)
 
 
 
 
 
 
 
 
For the nine months ended:
 
 
 
 
 
 
 
 
 
 
 
 
Description
 
Revenue
 
Gross Margin
 
Units Sold
 
Revenue per unit
 
Gross Margin per unit
Conservation land sale
 
$
1,644

 
$
912

 
Acres:
 
469

 
$
3,505

 
$
1,945

Development rights (CE)
 
4,311

 
4,311

 
Acres:
 
3,392

 
1,271

 
1,271

Multi-family residential
 
3,581

 
514

 
Acres:
 
18

 
198,944

 
28,556

Residential
 
8,994

 
2,416

 
Lots:
 
75

 
119,920

 
32,213

Total land
 
18,530

 
8,153

 
 
 
 

 
 

 
 

Rentals and other
 
956

 
66

 
 
 
 

 
 

 
 

September 30, 2015 total
 
$
19,486

 
$
8,219

 
 
 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Conservation land sale
 
$
4,600

 
$
3,838

 
Acres:
 
535

 
8,598

 
7,174

Residential
 
12,451

 
4,205

 
Lots:
 
125

 
99,608

 
33,640

Unimproved land
 
52

 
50

 
Acres:
 
4

 
13,000

 
12,500

Total land
 
17,103

 
8,093

 
 
 
 

 
 

 
 

Rentals and other
 
1,027

 
94

 
 
 
 

 
 

 
 

September 30, 2014 total
 
$
18,130

 
$
8,187

 
 
 
 

 
 

 
 

 
Environmental Remediation
 
As disclosed previously, we maintain a liability for environmental remediation at Port Gamble, Washington, owing to contamination that occurred in Port Gamble Bay prior to our 1985 acquisition of the property from Pope & Talbot, Inc. predecessor. We have adjusted that liability from time to time based on evolving circumstances. We have substantially completed the design of the project and have selected a contractor to complete the remediation work. Our project cost estimates are based on the construction contract and estimates for project management and other professional fees. Construction activity commenced in late September 2015 and will continue through 2017, followed by a period of monitoring activity.
Although the project design is substantially complete and we have a contract for the remediation work, project costs may still vary due to a number of factors, certain of which are outlined as follows:
Disposal of dredged material: Our liability contemplates that the majority of dredged material will be stored permanently on the mill site, which we currently believe is the most likely outcome. However, we have not yet obtained approval from the relevant regulatory agencies to use the mill site as a permanent storage location. It is possible that we may be required to relocate some or all of the dredged material to land that we own a short distance from the town of Port Gamble or to a commercial landfill. Either of these scenarios would result in an increase in costs.
Costs based on unit pricing: Certain components of the remediation work are based on a price per unit and the number of units is an estimate. For example, we do not know for certain the number of pilings that will need to be removed from Port Gamble Bay. The cost for this work is priced on a per piling basis, so to the extent the actual number of pilings to be removed changes from our estimates, the overall cost may change.
Unforeseen conditions: It is possible that site conditions may be different than what was contemplated during the project design and this could result in changes to the scope of work to be completed. For example, DOE may require us to increase the depth of the dredging in certain areas if, as the project progresses, we encounter conditions that are different than expected.
Should any future circumstances result in a change to the estimated cost of the project, we will record an appropriate adjustment to the liability in the period it becomes known and we can reasonably estimate the amount.

General and Administrative (G&A)
 
G&A expenses increased to $1.2 million in the third quarter of 2015 from $941,000 in the third quarter of 2014. Similarly, G&A expenses increased to $3.6 million for the first nine months of 2015 from $2.7 million for the first nine months

25


of 2014. The 2014 amounts were lower due primarily to reversals of incentive compensation accruals as a result of the second quarter 2014 departure of a former executive. Without these reversals, G&A expense for the first nine months of 2014 would have been $3.4 million. The remaining increases in G&A expenses are related primarily to personnel costs for being fully staffed in 2015 relative to 2014.
 
Interest Expense, Net
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
(in thousands)
2015
 
2014
 
2015
 
2014
Interest income
$
6

 
$
6

 
$
20

 
$
18

Interest expense
(942
)
 
(865
)
 
(2,911
)
 
(2,571
)
Capitalized interest expense
210

 
200

 
643

 
691

Interest expense, net
$
(726
)
 
$
(659
)
 
$
(2,248
)
 
$
(1,862
)

The increases in interest expense are due to increasing debt balances for Fund III as debt financing has been used to acquire timberland. The Partnership’s and Fund III’s debt arrangements with Northwest Farm Credit Services (NWFCS) include an annual rebate of a portion of interest expense paid in the prior year (patronage). This NWFCS patronage program is a feature common to most of this lender’s customer loan agreements. The patronage program reduced interest expense by $120,000 and $93,000 for the third quarters of 2015 and 2014, respectively, with $358,000 and $279,000 for the nine months ended September 30, 2015 and 2014, respectively.
Capitalized interest increased from Q3 2014 to Q3 2015 as construction activity in Harbor Hill resulted in a slightly higher basis in Q3 2015 compared to 2014. On a year-to-date basis, however, capitalized interest decreased as sales activity at Harbor Hill outpaced construction, resulting in a lower average basis for the first nine months of 2015 compared to 2014.


Income Tax
 
The Partnership recorded income tax expense of $1,000 and $259,000 for the quarters ended September 30, 2015 and 2014, respectively.  The Partnership recorded income tax expense of $369,000 and $485,000 for the first nine months of 2015 and 2014, respectively.
 
Pope Resources is a limited partnership and is therefore not subject to federal income tax. Taxable income/loss is instead reported to unitholders each year on a Form K-1 for inclusion in each unitholder’s income tax return. However, Pope Resources does have corporate subsidiaries that are subject to income tax, giving rise to the line item for such tax in the Condensed Consolidated Statement of Comprehensive Income.


Noncontrolling interests-ORM Timber Funds
 
The line item “Net (income) loss attributable to noncontrolling interests-ORM Timber Funds” represents the combination of the 80% portion of the net income or loss for Funds I and II which is attributable to third-party owners plus 95% of the net income or loss of Fund III that is similarly attributable to third-party owners.

Off-Balance Sheet Arrangements
 
We do not have any material off-balance sheet arrangements.

Liquidity and Capital Resources

We ordinarily finance our business activities using operating cash flows and, where appropriate in management’s assessment, commercial credit arrangements with banks or other financial institutions. Funds generated internally from operations and externally through financing are expected to provide the required resources for the Partnership’s future operations and capital expenditures for at least the next twelve months.


26


The Partnership’s debt consists of mortgage debt with fixed interest rates and an operating line of credit with Northwest Farm Credit Services (NWFCS). The mortgage debt at September 30, 2015 includes $24.8 million in term loans with NWFCS structured in three tranches which mature from 2017 through 2025. In addition, our commercial office building in Poulsbo, Washington is collateral for a $2.7 million loan from NWFCS that matures in 2023. Our $20.0 million operating line of credit matures April 1, 2020 and we had no balance drawn as of September 30, 2015. The line of credit carries a variable interest rate that is based on the one-month LIBOR rate plus applicable margins determined by certain financial covenants.
 
These debt agreements contain covenants that are measured quarterly. Among the covenants measured is a requirement that the Partnership not exceed a maximum debt-to-total-capitalization ratio of 30%, with total capitalization calculated using fair market (vs. carrying) value of timberland, roads and timber. The Partnership is in compliance with these covenants as of September 30, 2015 and expects to remain in compliance for at least the next twelve months.
 
Mortgage debt within our private equity timber funds are collateralized by Fund properties only. Fund II has a timberland mortgage comprised of two fixed rate tranches totaling $25.0 million with MetLife Insurance Company. The tranches are non-amortizing and both mature in September 2020. The loans allow for, but do not require, annual principal payments of up to 10% of outstanding principal without incurring a make-whole premium. This mortgage is collateralized by a portion of Fund II’s timberland portfolio. Fund III has a timberland mortgage comprised of two fixed rate tranches totaling $32.4 million with NWFCS. The mortgage is non-amortizing and collateralized by all of Fund III’s timberland, with an $18.0 million tranche maturing in December 2023 and a $14.4 million tranche maturing in October 2024.
 
The $40.9 million decrease in cash generated for the nine months ended September 30, 2015 compared to September 30, 2014 is explained in the following table:
 
 
Nine Months Ended September 30,
(in thousands)
2015
 
Change
 
2014
Cash provided by operations
$
16,903

 
$
(11,488
)
 
$
28,391

 
 
 
 
 
 
Investing activities
 
 
 
 
 
Purchase of short-term investments
—

 
4,000

 
(4,000
)
Maturity of short-term investments
1,000

 
1,000

 
—

Reforestation and roads
(1,473
)
 
70

 
(1,543
)
Buildings and equipment
(197
)
 
56

 
(253
)
Proceeds from sale of timberland
1,001

 
(37,146
)
 
38,147

Acquisition of timberland - Partnership
(4,851
)
 
(930
)
 
(3,921
)
Cash used in investing activities
(4,520
)
 
(32,950
)
 
28,430

Financing activities
 

 
 

 
 

Repayment of long-term debt
(5,081
)
 
(4,999
)
 
(82
)
Unit repurchase
—

 
7,363

 
(7,363
)
Proceeds from preferred stock issuance - ORM Timber Funds
—

 
(125
)
 
125

Payroll taxes paid upon unit net settlements
(107
)
 
89

 
(196
)
Excess tax benefit of equity-based compensation
5

 
5

 
—

Cash distributions to unitholders
(8,672
)
 
(447
)
 
(8,225
)
  Cash distributions to fund investors, net of distributions to Partnership
(4,163
)
 
1,691

 
(5,854
)
Cash used in financing activities
(18,018
)
 
3,577

 
(21,595
)
Net increase (decrease) in cash and cash equivalents
$
(5,635
)
 
$
(40,861
)
 
$
35,226

 
The decrease in cash provided by operating activities of $11.5 million resulted primarily from a 9% decrease in log prices and an 23% decrease in timber harvest volume.
 
Cash used in investing activities during 2015 decreased by $33.0 million compared to 2014 due primarily to the sale of Fund I's Green River tree farm in Q3 2014 and the Partnership's acquisition of timberland in 2015.
 

27


Cash used in financing activities decreased in the current year by $3.6 million due primarily to a decrease in distributions to investors in our private equity timber funds, offset partially by an increase in distributions to Pope Resources' unitholders. In addition, we repurchased units in Q3 2014 for $7.4 million whereas in Q3 2015 we repaid one debt tranche of $5.0 million on its maturity date.
 
Fund III has a remaining capital commitment of $50.8 million, which includes a remaining commitment by the Partnership of $2.5 million. The drawdown period for Fund III ends on the earlier of July 31, 2016 or when all of the committed capital is placed.
 
Seasonality
 
Fee Timber.  The elevation and terrain characteristics of our timberlands are such that we can conduct harvest operations virtually year-round on a significant portion of our tree farms.  Generally, we concentrate our harvests from these areas in those months when weather limits operations on other properties, thus taking advantage of reduced competition for log supply to our customers and improving prices realized. As such, on a combined basis the pattern of quarterly volumes harvested is flatter than would be the case if looking at one tree farm in isolation. However, this pattern may not hold true during periods of comparatively soft log prices, when we may defer harvest volume to capture greater value when log prices strengthen.
 
Timberland Management. Management revenue generated by this segment consists of asset and timberland management fees. These fees, which relate primarily to our activities on behalf of the Funds and are eliminated in consolidation, vary based upon the amount of invested capital, the number of acres owned by the Funds, and the volume of timber harvested from properties owned by the Funds and are not expected to be significantly seasonal.
 
Real Estate. While Real Estate results are not expected to be seasonal, the nature of the activities in this segment will likely result in periodic large transactions that will have significant positive impacts on both revenue and operating income of the Partnership in periods in which these transactions close, and relatively limited revenue and income in other periods. While the variability of these results is not primarily a function of seasonal weather patterns, we do expect to see some seasonal fluctuations in this segment because of the general effects of weather on Pacific Northwest development activities.

Capital Expenditures and Commitments
 
Capital expenditures for the full year 2015 are projected to be approximately $12.9 million.  Land development projects in our Harbor Hill project account for $8.5 million of this total, including capitalized interest of $859,000. Projected capital expenditures are subject to permitting timetables, suitable weather for construction of such improvements, and progress towards closing on specific land transactions.

ACCOUNTING MATTERS
 
Critical Accounting Policies and Estimates
 
An accounting policy is deemed to be “critical” if it is important to a company’s results of operations and financial condition, and requires significant judgment and estimates on the part of management in its application. The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain amounts reported in the financial statements and related disclosures. Actual results could differ from these estimates and assumptions. Management believes its most critical accounting policies and estimates relate to the calculation of timber depletion as well as modeling performed to determine liabilities for matters such as environmental remediation, and potential asset impairments.
 
For a further discussion of our critical accounting policies and estimates see Accounting Matters in the Management Discussion and Analysis section of our Annual Report on Form 10-K for the year ended December 31, 2014. See also note 2 to the condensed consolidated financial statements.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Interest Rate Risk
 
The consolidated fixed-rate debt outstanding had a fair value of approximately $90.8 million and $96.0 million at September 30, 2015 and December 31, 2014, respectively, based on the prevailing interest rates for similar financial instruments. A change in interest rate on fixed-rate debt will affect the fair value of debt, whereas a change in the interest rate

28


on variable-rate debt will affect interest expense and cash flows payable by the Partnership. A hypothetical 1% change in prevailing interest rates would change the fair value of fixed-rate long-term debt obligations by $3.4 million. We are not subject to material foreign currency risk, derivative risk, or similar uncertainties.
 
ITEM 4. CONTROLS AND PROCEDURES
 
The Partnership’s management maintains a system of internal controls, which management views as adequate to promote the timely identification and reporting of material, relevant information. Those controls include (1) requiring executive management and all managers in accounting roles to sign and adhere to a Code of Conduct and (2) implementation of a confidential hotline for employees to contact the Audit Committee directly with financial reporting concerns. Additionally, the Partnership’s senior management team meets regularly to discuss significant transactions and events affecting the Partnership’s operations. The Partnership’s executive officers lead these meetings and consider whether topics discussed represent information that should be disclosed under generally accepted accounting principles and the rules of the SEC. The Board of Directors of the Partnership’s general partner includes an Audit Committee. The Audit Committee reviews the earnings release and all reports on Form 10-Q and 10-K prior to their filing. The Audit Committee is responsible for hiring the Partnership’s external auditors and meets with those auditors at least eight times each year, including regularly scheduled executive sessions outside the presence of management.

Our executive officers are responsible for establishing and maintaining disclosure controls and procedures. They have designed such controls to ensure that others make all material information known to them within the organization. Management regularly evaluates ways to improve internal controls.

As of the end of the period covered by this quarterly report on Form 10-Q our executive officers completed an evaluation of the disclosure controls and procedures and have determined them to be effective. There have been no changes to internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.


29


PART II- OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS
 
From time to time, the Partnership may be subject to legal proceedings and claims that may have a material adverse impact on its business. Management is not aware of any current legal proceedings or claims that are expected to have, individually or in the aggregate, a material adverse impact on its business, prospects, financial condition or results of operations.
 
ITEM 1A. RISK FACTORS
 
We are subject to statutory and regulatory restrictions that currently limit, and may increasingly limit, our ability to generate income. Our ability to grow and harvest timber can be significantly impacted by legislation, regulations or court rulings that restrict or stop forest practices. For example, events that focus media attention upon natural disasters and damage to timberlands have at various times brought increasing public attention to forestry practices. Additional regulations, whether or not adopted in response to such events, may make it more difficult or expensive for us to harvest timber and may reduce the amount of harvestable timber on our properties. These and other restrictions on logging, planting, road building, fertilizing, managing competing vegetation, and other activities can significantly increase the cost or reduce available inventory thereby reducing income. Any such additional restrictions likely would have a similar effect on our Timberland Management operations. While our timberlands are managed under the auspices of the Sustainable Forestry Initiative and management believes we follow sound forest management and risk mitigation procedures, and all forest operations meet or exceed the rules and regulations governing forest practices in Washington, Oregon and California, we cannot be certain that we will not be the subject of claims based on allegations that we acted improperly in managing our property. These claims may take the form of individual or class action litigation, regulatory or enforcement proceedings, or both. Any such claims could result in substantial defense costs and divert management’s attention from the ongoing operation of our business, and if any such claims were successful, may result in substantial damage awards, fines or civil penalties.
 
Our real estate holdings are highly illiquid, and changes in economic and regulatory factors may affect the value of our properties or the timing of the proceeds, if any, that we expect to receive on the sale of such properties. The value of our real estate investments, and our income from Real Estate operations, is sensitive to changes in the economic and regulatory environment, as well as various land-use regulations and development risks, including the ability to obtain the necessary permits and land entitlements that would allow us to maximize the revenue from our real estate investments. Our real estate investments are long-term in nature, which raises the risk that unforeseen changes in the economy or laws surrounding development activities may have an adverse effect on our investments. These investments often are highly illiquid and thus may not generate cash flow if and when needed to support our other operations. Further, we occasionally announce contracts relating to the sale of our real estate holdings, but those agreements may contain contingencies and conditions that may delay or prevent the consummation of transactions even after we have agreed to sale terms.
 
We are sensitive to demand and price issues relating to our sales of logs in both domestic and foreign markets. We generate Fee Timber revenue primarily by selling softwood logs to domestic mills and to third-party intermediaries who resell them to the export market. The domestic market for logs in our operating area depends heavily on U.S. housing starts. Recently, the U.S. housing market has started to improve but, to the extent the recovery in the housing market should stall, such a turn of events could have a negative impact on our operating results. Demand from export markets for Pacific Northwest logs are significantly affected by fluctuations in United States, Japanese and, increasingly, Chinese and Korean economies, as well as by the foreign currency exchange rate between these Asian currencies and the U.S. dollar, as well as ocean transportation costs. Further, the prices we realize for our logs depends in part upon competition, and the recent expiration of the Softwood Lumber Agreement between the United States and Canada in October 2015 may have the effect of increasing the supply of logs from Canada. While this has not had a noticeable impact to date, it remains too early to assess whether the longer-term implications of the expiry of this agreement may have an adverse impact on the prices we realize upon the sales of our logs.

We have certain environmental remediation liabilities associated with our Port Gamble and former Port Ludlow resort properties, and those liabilities may increase. We currently own certain real estate at Port Gamble on the Kitsap Peninsula and, until mid-2001, owned real estate within the resort community of Port Ludlow in Jefferson County in western Washington. Sediments adjacent to these properties were alleged to have been impacted by operations occurring prior to our acquisition of the properties, which occurred at the time of our spinoff from Pope & Talbot, Inc. in 1985. However, as current owner of Port Gamble and based on conditions of our sale of the Port Ludlow assets, we have environmental liability for these properties under Washington State’s Model Toxics Control Act (MTCA). In December 2013, we reached an agreement with the Washington State Department of Ecology (“DOE”) on a consent decree (“CD”) and clean-up action plan (“CAP”) for the cleanup environmental remediation effort in Port Gamble Bay. Together, these documents outline the terms

30


under which the Partnership will conduct environmental remediation as well as the specific clean-up activities to be performed. The CD and CAP were filed with the Kitsap County Superior Court in December 2013.  On June 8, 2015, Kitsap County Superior Court ruled on summary judgment that Washington’s Department of Natural Resources (DNR) did not qualify as an owner or operator of the site and therefore did not have liability under the MTCA. DNR had been identified by DOE as a "potentially liable person" under the MTCA. The effect of the court’s ruling is to absolve DNR of any responsibility to contribute to the cost of cleanup at Port Gamble. We have appealed the Superior Court’s ruling, and believe we have a strong case for overturning the lower court’s decision, however, there can be no assurance that we will prevail in this matter or that we can reach an acceptable settlement with DNR. The recorded liability reflects the estimated cost of the entire project, without any contribution by DNR.

Management continues to monitor the Port Gamble and Port Ludlow cleanup processes closely. The $20.1 million remediation accrual as of September 30, 2015 represents our current estimate of the remaining cleanup cost and most likely outcome to various contingencies within both locations. These estimates are predicated upon a variety of factors, including the actual amount of the ultimate cleanup costs. These liabilities are based upon a number of estimates and judgments that are subject to change as the project progresses. There may be additional litigation costs if we cannot reach a settlement with DNR and the outcome of any such litigation is uncertain. The filing of the CD limits our legal exposure, but does not eliminate it entirely. Any changes in factors relating to this matter may result in adverse financial impacts and may have the effect of distracting management and other key personnel from the day to day operation of our business. These factors, alone or in combination with other challenges, may have a material adverse effect upon our assets, income and operations.
 
We rely on contract loggers and truckers who are in short supply and seeking consistent work at increasing rates.  We rely on contract loggers and truckers for the production and transportation, respectively, of our products to customers.  During the economic downturn of 2008 and 2009 most industrial forestry firms deferred harvest, which resulted in a shortfall in demand for the contract logging and trucking work force.  Many private logging and trucking companies did not survive the protracted economic downturn.  As the economy has improved and companies return to harvesting, a shortage of logging contractors and truckers has developed.  The remaining contractors who survived did so by reducing their workforce or, in the case of log truckers, converting their trucks to configurations suitable for highway freight hauling.  This decline in the pool of available contractors has resulted in a steady increase in harvest and haul costs and market forces that are stressing continuity of work when soliciting contractor bids for a job.  The commitment to more continuous work could preclude our ability to time markets, affecting total returns.   
 
We benefit from certain tax treatment accorded to master limited partnerships, and if that status changes the holders of our units may realize less advantageous tax consequences. The Partnership is a Master Limited Partnership and is therefore not generally subject to U.S. federal income taxes. If a change in tax law (or interpretation of current tax law) caused the Partnership to become subject to income taxes, operating results would be adversely affected. We also have a handful of taxable subsidiaries. The estimation of income tax expense and preparation of income tax returns requires complex calculations and judgments. We believe the estimates and calculations used in this process are proper and reasonable and more likely than not would be sustained under examination by federal or state tax authorities, however if a federal or state taxing authority disagreed with the positions we have taken, a material change in provision for income taxes, net income, or cash flows could result.

We and our customers are dependent upon active credit markets to fund operations. We sell logs from our Fee Timber segment to mills and log brokers that in most circumstances rely upon an active credit market to fund their operations. Our Real Estate sales are also often dependent upon credit markets in order to fund acquisitions. To the extent borrowing restrictions impinge on customers’ access to debt, we expect those customers to respond by reducing their expenditures, and those reductions may have the effect of directly reducing our revenues and of indirectly reducing the demand for our products. Any such outcomes could materially and adversely impact our results of operations, cash flows, and financial condition.

We are controlled by our managing general partner. As a master limited partnership, substantially all of our day-to-day affairs are controlled by our managing general partner, Pope MGP, Inc. The board of directors of Pope MGP, Inc. serves as our board of directors, and by virtue of a stockholder agreement, each of the two individual shareholders of Pope MGP, Inc. have the ability to designate one of our directors and jointly appoint two others, with the fifth board position taken by our chief executive officer, who serves as a director by virtue of his executive position. Unitholders may remove the managing general partner only in limited circumstances, including, among other things, a vote by the holders of a two-thirds majority of the “qualified units,” which means the units that have been owned by their respective holders for at least five years prior to such vote. By virtue of the terms of our agreement of limited partnership, as amended, or “partnership agreement”, our managing general partner directly, and the general partner shareholders indirectly, have the ability to do the following: prevent or impede transactions that would result in a change of control of the Partnership; to prevent or, upon the approval of limited partners holding a majority of the units, to cause, the sale of the assets of the Partnership; and to cause the Partnership to take or refrain

31


from taking certain other actions that one might otherwise perceive to be in the Partnership’s best interest. Under our partnership agreement, we are required to pay to Pope MGP, Inc. an annual management fee of $150,000, and to reimburse Pope MGP, Inc. for certain expenses incurred in managing our business.

We may incur losses as a result of natural disasters that may occur, or that may be alleged to have occurred, on our properties. Forests are subject to a number of natural hazards, including damage by fire, severe windstorms, insects and disease, flooding and landslides. Changes in global climate conditions may intensify these natural hazards. Severe weather conditions and other natural disasters can also reduce the productivity of timberlands and disrupt the harvesting and delivery of forest products. While damage from natural causes is typically localized and would normally affect only a small portion of our timberlands at any one time, these hazards are unpredictable and losses might not be so limited. Consistent with the practices of other large timber companies, we do not maintain insurance against loss of standing timber on our timberlands due to natural disasters. However, as a result of the extreme fire conditions in the Pacific Northwest in 2015, we have acquired fire insurance on a portion of our timberland portfolio.

We compete with a number of larger competitors that may be better able than we to absorb price fluctuations, may be able to expend greater resources on production, may have greater access to capital, and may operate more efficiently than we can. We compete against much larger companies in each of our business segments. We compete with these companies for management and line personnel, as well as for purchases of relatively scarce capital assets such as land and standing timber and for sales of our products. These larger competitors may have access to larger amounts of capital and significantly greater economies of scale, and they may be better able to absorb the risks of our line of business. Moreover, the timber industry has experienced significant consolidation in recent years and, as that consolidation occurs, our relative market share decreases and the relative financial capacity of our competitors increases. While management believes the Partnership is at a competitive advantage over some of these companies because of our lack of vertical integration into forest products manufacturing, our advantageous tax structure, and management’s attempts to diversify our asset base, we cannot assure readers that competition will not have a material and adverse effect on our results of operations or our financial condition.

Consolidation of sawmills in our geographic operating area may reduce competition among our customers, which could adversely affect our log prices. In the past we have experienced, and may continue to experience, consolidation of sawmills and other wood products manufacturing facilities in the Pacific Northwest. For example, Simpson Lumber Co. announced recently the sale of four of their mills in the Pacific Northwest region to two separate buyers. Two of those mills will be shut down permanently while another will be closed until a new, more modern, mill is built in its place. The replacement mill is expected to open in 2017. In addition, Interfor announced recently their intention to sell a lumber mill in Tacoma, Washington that it closed in May 2015. Because a portion of our cost of sales in our Fee Timber segment, which encompasses the Combined tree farms, consists of transportation costs for delivery of logs to domestic sawmills, it becomes increasingly expensive to transport logs over longer distances for sales in domestic markets. As a result, a reduction in the number of sawmills, or in the number of sawmill operators, may reduce competition for our logs, increase transportation costs, or both. These consolidations thus may have a material adverse impact upon our Fee Timber revenue or income and, as that segment has traditionally represented our largest business unit, upon our results of operation and financial condition as a whole. Any such material adverse impact on timber revenue and income as a result of regional mill consolidations will also indirectly affect our Timberland Management segment in the context of raising capital for investment in Pacific Northwest-based timber funds.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
None
 
ITEM 5. OTHER INFORMATION
 
(a)
There have been no material changes in the procedures for shareholders of the Partnership’s general partner to nominate directors to the board.


32


ITEM 6. Exhibits
 
Exhibits.

31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
 
 
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
 
 
32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished with this report in accordance with SEC Rel. No. 33-8238).
 
 
32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and 18 U.S.C. Section 1350 (furnished with this report in accordance with SEC Rel. No. 33-8238).
 
 
101.INS
XBRL Instance Document
 
 
101.SCH
XBRL Taxonomy Extension Schema Document
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document

33


SIGNATURES
 
Pursuant to the requirement 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, on November 10, 2015.
 
 
POPE RESOURCES,
 
A Delaware Limited Partnership
 
 
 
 
By:
POPE MGP, Inc.
 
 
Managing General Partner
 
 
 
 
 
 
 
 
By:  /s/ Thomas M. Ringo
 
 
Thomas M. Ringo
 
 
President and Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
 
 
 
 
By:  /s/ John D. Lamb
 
 
John D. Lamb
 
 
Vice President and Chief Financial Officer
 
 
(Principal Financial Officer)
 
 
 
 
 
 
 
 
By: /s/  Sean M. Tallarico
 
 
Sean M. Tallarico
 
 
Controller
 
 
(Principal Accounting Officer)


34
Exhibit


Exhibit 31.1
 
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
 
I, Thomas M. Ringo, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Pope Resources;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
November 10, 2015
/s/Thomas M. Ringo 
 
 
Thomas M. Ringo
Chief Executive Officer


Exhibit


Exhibit 31.2
 
CERTIFICATION OF CHIEF FINANCIAL OFFICER
 
I, John D. Lamb, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Pope Resources;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:

(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:
November 10, 2015
/s/ John D. Lamb
 
 
John D. Lamb
Chief Financial Officer


Exhibit


Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Pope Resources (the “Company”) on Form 10-Q for the period ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas M. Ringo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of, and for, the periods presented in the Report.

This certification is being furnished solely to comply with the requirements of 18 U.S.C. Section 1350, and shall not be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, or otherwise be deemed to be filed as part of the Report or under such Acts.




/s/ Thomas M. Ringo
Thomas M. Ringo
Chief Executive Officer


November 10, 2015


Exhibit


Exhibit 32.2


CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Pope Resources (the “Company”) on Form 10-Q for the period ended September 30, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John D. Lamb, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of, and for, the periods presented in the Report.

This certification is being furnished solely to comply with the requirements of 18 U.S.C. Section 1350, and shall not be incorporated by reference into any of the Company’s filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, or otherwise be deemed to be filed as part of the Report or under such Acts.



/s/ John D. Lamb
John D. Lamb
Chief Financial Officer


November 10, 2015