Document


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
  
 
Date of Report (Date of Earliest Event Reported) August 8, 2016
 
 
Pope Resources, A Delaware Limited Partnership
(Exact name of registrant as specified in its charter)
  
 
Delaware
(State or other jurisdiction of
incorporation or organization)
91-1313292
(I.R.S. Employer
Identification No.)
 
  
19550 Seventh Avenue NE, Poulsbo, Washington       98370
(Address of principal executive offices)                (ZIP Code)
 
 
Registrant's telephone number, including area code (360) 697-6626

 
 
NOT APPLICABLE
(Former name or former address, if changed since last report.)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (SEE General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





INFORMATION TO BE INCLUDED IN THE REPORT
 
 
Item 2.02
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
  

On August 8, 2016, the registrant issued a press release relating to its earnings for the quarter ended June 30, 2016. A copy of that press release is furnished herewith as Exhibit 99.1.
   
Item 9.01.
FINANCIAL STATEMENTS AND EXHIBITS

The information included in Exhibit 99.1 pursuant to Item 9.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
  
Exhibit No.
Description
 
 
99.1
Press release of the registrant dated August 8, 2016.
  
SIGNATURES 
 
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 
 
POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP
 
 
 
 
 
 
DATE: August 8, 2016
BY:  
/s/ John D. Lamb
 
 
John D. Lamb
 
 
Vice President and Chief Financial Officer, Pope Resources, A Delaware Limited Partnership, and Pope MGP, Inc., General Partner





Exhibit 99.1
Press Release of the Registrant dated August 8, 2016



Exhibit
POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016



Contact: John Lamb
VP & CFO
360.697.6626
investors@orminc.com

NEWS RELEASE

FOR IMMEDIATE RELEASE                             NASDAQ:POPE

POULSBO, Wash.
August 8, 2016

POPE RESOURCES REPORTS SECOND QUARTER INCOME OF $436,000, ACQUISITION OF 7,324 ACRES OF WASHINGTON TIMBERLAND, NEW FINANCING

Pope Resources (NASDAQ:POPE) reported net income attributable to unitholders of $436,000, or $0.09 per ownership unit, on revenue of $12.7 million for the quarter ended June 30, 2016. This compares to net income attributable to unitholders of $289,000, or $0.06 per ownership unit, on revenue of $13.9 million for the comparable period in 2015.

Net loss attributable to unitholders for the six months ended June 30, 2016 totaled $599,000, or $0.15 per ownership unit, on revenue of $23.8 million. For the six months ended June 30, 2015 the Partnership reported net income attributable to unitholders of $8.1 million, or $1.87 per ownership unit, on revenue of $40.8 million.

Cash used in operations for the quarter ended June 30, 2016 was $2.3 million, compared to cash provided by operations of $3.1 million for the second quarter of 2015. For the six months ended June 30, 2016, cash used in operations was $4.3 million, compared to cash provided by operations of $12.2 million in 2015.

“Our overall average log price realizations over the last several quarters have been fairly narrowly range-bound," said Tom Ringo, President and CEO, "with quarter-to-quarter variability in results for that business largely being a function of harvest volume fluctuations. More notably, in the second quarter of 2016 we invested $4.8 million of operating cash flow in our Harbor Hill residential project as we make preparations for the sale of a significant number of those lots later this year."

"Subsequent to the end of the second quarter, we closed on the acquisition of 7,324 acres of highly-productive, well-stocked timberlands in Pierce County, Washington for $31.9 million. This acquisition, which was 100% debt-financed, will increase the annual sustainable harvest on Partnership-only holdings by 8%, from 48 to 52 million board feet (MMBF). We expect the acquisition to provide net cash in excess of debt service of approximately $900,000 over the remainder of the year and to continue to be cash-accretive over the near-term. With the recent conclusion of Fund III’s drawdown period and the initial close of Fund IV not expected until later this year, the Partnership was in a unique position to acquire its first significant timberland holding in a number of years."


1

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


Second quarter highlights

Harvest volume was 20.9 MMBF in Q2 2016 compared to 15.1 MMBF in Q2 2015, a 38% increase. Harvest volume for the first six months of 2016 was 36.6 MMBF compared to 39.6 MMBF for 2015, an 8% decrease. These harvest volume figures do not include timber deed sales of 0.6 MMBF in Q1 2015 sold by ORM Timber Fund III. 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 $563 in Q2 2016 compared to $562 per MBF in Q2 2015. For the first six months of 2016, the average realized log price was $575 per MBF compared to $591 per MBF for 2015, a 3% decrease.
As a percentage of total harvest, volume sold to export markets in Q2 2016 increased only slightly to 15% from 14% in Q2 2015, while the mix of volume sold to domestic markets was 66% in Q2 2016 compared to 68% in Q2 2015. For the first six months of 2016, the relative percentages of volume sold to export and domestic markets were 17% and 63%, respectively, compared to 17% and 61%, respectively, in 2015. Hardwood, cedar and pulpwood log sales make up the balance of harvest volume.
The Partnership acquired 287 acres of timberland during Q2 2016 for $1.1 million.

Second quarter and year-to-date operating results

Fee Timber:
Fee Timber operating income for Q2 2016 was $3.0 million, compared to $1.6 million for Q2 2015. In the current quarter, a 38% increase in harvest volume was primarily responsible for the increase in operating income as log prices declined only slightly.

Fee Timber operating income for the first six months of 2016 was $5.5 million compared to $6.5 million in 2015. Year-to-date declines from 2015 to 2016 in both harvest volume and average realized log prices (8% and 3%, respectively) were the major factors contributing to the lower segment operating income in 2016, along with a decrease in timber deed sales.

Driven by a strong U.S. dollar and expiration of the Softwood Lumber Agreement last October, British Columbia exports of softwood lumber to the U.S. in 2016 have increased 36% compared to 2015. This influx of Canadian lumber has kept lumber prices, and in turn, log prices in check relative to last year.

Timberland Management:
Operating losses incurred by this segment for Q2 2016 and Q2 2015 totaled $603,000 and $785,000, respectively, after eliminating revenue earned from managing the Funds of $788,000 and $767,000 of management fee revenue for Q2 2016 and Q2 2015, respectively.
Operating losses incurred by this segment for first six months of 2016 and 2015 totaled $1.3 million and $1.5 million, respectively, after eliminating management fees earned from the Funds of $1.6 million for each of the first six months of 2016 and 2015.

Real Estate:
Our Real Estate segment posted an operating loss of $1.2 million for Q2 2016 compared to operating income of $575,000 for Q2 2015. There were no land sales in the second quarter of 2016, whereas in Q2 2015 we closed on the sale of 33 residential lots from our Harbor Hill development for $3.3 million and a 175-acre conservation land sale for $920,000. 


2

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


For the first six months of 2016, the Real Estate segment reported an operating loss of $2.2 million, having sold only nine single-family residential lots from our Harbor Hill development. This compares to 2015 operating income of $5.7 million in 2015, driven primarily by the sale of 75 residential lots from Harbor Hill for $9.0 million and on conservation land and easement sales covering 3,861 acres for $6.0 million.

General & Administrative (G&A):
G&A expenses for Q2 2016 and 2015 were $1.1 million and $1.2 million, respectively. For the first six months of 2016 and 2015, G&A expenses were $2.7 million and $2.4 million, respectively. The increase in 2016 is due primarily to being fully staffed relative to the prior year.

Timberland acquisition

On July 22, 2016, we closed on a 7,324-acre timberland acquisition from a client of Hancock Timber Resource Group consisting of 6,746 owned acres and a timber deed on 578 acres that expires in 2051. The acquisition contains 17.6 MMBF of merchantable inventory, including 3.4 MMBF from acres in the timber deed. The merchantable inventory is comprised of 55% Douglas-fir and 34% whitewoods, with the remainder spread across western red cedar, red alder, and other hardwood species.

The acquisition brings total Partnership timberland to 119,000 acres, a 7% increase, with all these acres located in Washington. The acquisition also represents a 6% increase in the Partnership's merchantable volume, boosting the total to 316 MMBF.

New financing

The timberland acquisition was financed with a new $32.0 million credit facility issued under our existing master loan agreement with Northwest Farm Credit Services (NWFCS) consisting of multiple balloon maturities: $10 million in 2023, $11.0 million in 2026, and $11.0 million in 2028. The first maturity is variable-rate debt while the latter two are fixed-rate. The three tranches carry a weighted average interest rate of 2.79%, net of patronage. The debt covenants of the master loan agreement were adjusted as well to provide more operating flexibility.

The Partnership has also entered into a second new credit facility issued under the master loan agreement with NWFCS to borrow up to $21.0 million. We expect to borrow $11.0 million on this facility in August to pay down the Partnership's operating line of credit (LOC) so that the LOC's full capacity is available to fund either Real Estate lot development, Port Gamble environmental remediation expenditures, or other liquidity needs. The Partnership’s operating line of credit balance was $9.3 million on June 30, 2016. The $11.0 million tranche will be priced at LIBOR plus a spread of 104 basis points, net of patronage, and matures in 2027. The remaining $10.0 million portion of the facility remains available through March 31, 2017 and will be used to provide additional liquidity, if needed.

Taking into account the aforementioned borrowings, our interest coverage ratio is greater than 5 to 1 on a pro-forma basis using 2015 results and layering in these new debt facilities. This level is consistent with that of our timber-REIT peers and maintains a balance sheet that enables us to take advantage of the harvest optionality characteristic that is so important for this timberland asset class.

Outlook

Depending on log markets, we expect our total 2016 harvest volume to be between 88 and 93 MMBF, including volume from the new timberland acquisition. For our Real Estate segment, markets remain strong

3

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


and in the second half of 2016 we anticipate significant residential lot sales from our Harbor Hill project as well as some potential sales of undeveloped land.

The financial schedules accompanying this earnings release provide detail on individual segment results and operating statistics.

About Pope Resources

Pope Resources, a publicly traded limited partnership, and its subsidiaries Olympic Resource Management and Olympic Property Group, own or manage 215,000 acres of timberland and development property in Washington, Oregon, and California. We also manage, co-invest in, and consolidate two private equity timber funds, for which we earn management fees. These funds provide an efficient means of investing our own capital in Pacific Northwest timberland while earning fees from managing the funds for third-party investors. The Partnership and its predecessor companies have owned and managed timberlands and development properties for over 160 years. Additional information on the company can be found at www.poperesources.com. The contents of our website are not incorporated into this release or into our filings with the Securities and Exchange Commission.

Forward Looking Statements

This press release contains a number of projections and statements about our expected financial condition, operating results, business plans and objectives, and about management's plans for future operations and strategies. These statements reflect management's estimates based on current goals and its expectations about future developments. Because these statements describe our goals, objectives, and anticipated performance, they are inherently uncertain, and some or all of these statements may not come to pass. Accordingly, they should not be interpreted as promises of future management actions or financial performance. Our future actions and actual performance will vary from current expectations and under various circumstances the results of these variations may be material and adverse. Among those forward-looking statements contained in this report are statements about management’s expectations for future log prices, harvest volumes and markets, and statements about our expectations for future sales in our Real Estate segment. However, readers should note that all statements other than expressions of historical fact are forward-looking in nature. Some of the factors that may cause actual operating results and financial condition to fall short of expectations, or that may cause us to deviate from our current plans, include our ability to accurately predict fluctuations in log markets domestically and internationally, and to adjust our harvest volumes timely and appropriately; our ability to estimate the cost of ongoing and changing environmental remediation obligations, including our ability to anticipate and address the political and regulatory climate that affects these obligations; our ability to consummate various pending and anticipated real estate transactions on the terms management expects; our ability to manage our timber funds and their assets in a manner that our investors consider acceptable, and to raise additional capital or establish new funds on terms that are advantageous to the Partnership; conditions in the housing construction and wood-products markets, both domestically and globally, that affect demand for our products; the effects of competition, particularly by larger and better-financed competitors; fluctuations in foreign currency exchange rates that affect both competition for sales of our products and our customers’ demand for them; the effect of treaties and other international agreements that affect the supply of logs in the United States and demand for logs overseas; conditions affecting credit markets as they affect the availability of capital and costs of borrowing; labor, equipment and transportation costs that affect our net income; our ability to anticipate and mitigate potential impacts of our operations on adjacent properties; the impacts of natural disasters on our timberlands and on surrounding areas; and our ability to discover and to accurately estimate other liabilities associated with our assets. Other factors are set forth in that part of our Annual Report on Form 10-K entitled “Risk Factors.”

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POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016



Other issues that may have an adverse and material impact on our business, operating results, and financial condition include those risks and uncertainties discussed in our other filings with the Securities and Exchange Commission. Forward-looking statements in this release are made only as of the date shown above, and we cannot undertake to update these statements.



CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(all amounts in $000's, except per unit amounts)
 
 
 
 
 
 
 
 
 
Quarter ended June 30,
 
Six Months Ended 
 June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Revenue
$
12,713

 
$
13,904

 
$
23,782

 
$
40,812

Cost of sales
(7,471
)
 
(8,815
)
 
(14,611
)
 
(23,312
)
Operating expenses
(5,100
)
 
(4,909
)
 
(10,077
)
 
(9,247
)
Gain on sale of timberland

 

 
226

 

Operating income (loss)
142

 
180

 
(680
)
 
8,253

Interest expense, net
(747
)
 
(777
)
 
(1,405
)
 
(1,522
)
Income (loss) before income taxes
(605
)
 
(597
)
 
(2,085
)
 
6,731

Income tax expense

 
(28
)
 
(50
)
 
(368
)
Net income (loss)
(605
)
 
(625
)
 
(2,135
)
 
6,363

Net loss attributable to noncontrolling interests
1,041

 
914

 
1,536

 
1,735

Net income (loss) attributable to Pope Resources' unitholders
$
436

 
$
289

 
$
(599
)
 
$
8,098

 
 
 
 
 
 
 
 
Basic and diluted weighted average units outstanding
4,313

 
4,298

 
4,312

 
4,296

 
 
 
 
 
 
 
 
Basic and diluted net income (loss) per unit
$
0.09

 
$
0.06

 
$
(0.15
)
 
$
1.87



5

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


CONDENSED CONSOLIDATING BALANCE SHEETS
(all amounts in $000's)
 
 
 
 
 
 
 
 
 
 
 
June 30, 2016
 
December 31, 2015
Assets:
Pope
 
ORM
Timber Funds
 
Consolidating Entries
 
 Consolidated
 
 
Cash and cash equivalents
$
912

 
$
1,892

 
$

 
$
2,804

 
$
9,706

Land held for sale
6,624

 


 


 
6,624

 
3,642

Other current assets
2,811

 
1,085

 
(644
)
 
3,252

 
4,048

  Total current assets
10,347

 
2,977

 
(644
)
 
12,680

 
17,396

Timber and roads, net
33,855

 
229,445

 


 
263,300

 
266,104

Timberland
14,954

 
38,996

 


 
53,950

 
53,879

Land held for development
26,860

 


 


 
26,860

 
25,653

Buildings and equipment, net
5,832

 
15

 


 
5,847

 
6,024

Investment in ORM Timber Funds
18,284

 


 
(18,284
)
 

 

Deposit for acquisition of timberland
1,581

 
 
 
 
 
1,581

 

Other assets
969

 


 


 
969

 
1,000

    Total assets
$
112,682

 
$
271,433

 
$
(18,928
)
 
$
365,187

 
$
370,056

 
 
 
 
 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
 
 
 
 
 
Current liabilities
$
4,779

 
$
1,760

 
$
(644
)
 
$
5,895

 
$
5,426

Current portion of long-term debt
117

 
 
 


 
117

 
114

Current portion of environmental remediation
11,905

 


 


 
11,905

 
11,200

  Total current liabilities
16,801

 
1,760

 
(644
)
 
17,917

 
16,740

Long-term debt
36,492

 
57,257

 


 
93,749

 
84,537

Environmental remediation and other long-term liabilities
809

 


 


 
809

 
5,713

  Total liabilities
54,102

 
59,017

 
(644
)
 
112,475

 
106,990

Partners' capital
58,580

 
212,416

 
(212,693
)
 
58,303

 
64,548

Noncontrolling interests


 
 
 
194,409

 
194,409

 
198,518

    Total liabilities and equity
$
112,682

 
$
271,433

 
$
(18,928
)
 
$
365,187

 
$
370,056



6

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


RECONCILIATION BETWEEN NET INCOME (LOSS) AND CASH FLOWS FROM OPERATIONS
(all amounts in $000's)
 
 
 
 
 
 
 
 
 
Quarter ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Net income (loss)
$
(605
)
 
$
(625
)
 
$
(2,135
)
 
$
6,363

Add back (deduct):
 
 
 
 
 
 
 
Depletion
1,863

 
1,737

 
4,193

 
4,948

Equity-based compensation
178

 
242

 
594

 
580

Excess tax benefit of equity-based compensation

 

 

 
(5
)
Real estate project expenditures
(4,656
)
 
(2,029
)
 
(5,225
)
 
(4,615
)
Depreciation and amortization
187

 
159

 
371

 
314

Deferred taxes

 
24

 

 
203

Cost of land sold
133

 
2,425

 
1,037

 
6,503

Gain on sale of timberland

 

 
(226
)
 

Gain on disposal of property and equipment
(11
)
 

 
(24
)
 

Change in environmental remediation liability
(953
)
 
(286
)
 
(4,175
)
 
(572
)
Change in other operating accounts
1,527

 
1,423

 
1,293

 
(1,527
)
Cash provided by (used in) operations
$
(2,337
)
 
$
3,070

 
$
(4,297
)
 
$
12,192


SEGMENT INFORMATION
(all amounts in $000's)
 
 
 
 
 
 
 
 
 
Quarter ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Partnership Fee Timber
$
8,134

 
$
4,771

 
$
12,524

 
$
13,561

Funds Fee Timber
4,136

 
4,501

 
9,498

 
11,657

    Total Fee Timber
12,270

 
9,272

 
22,022

 
25,218

Timberland Management

 

 
8

 

Real Estate
443

 
4,632

 
1,752

 
15,594

    Total
$
12,713

 
$
13,904

 
$
23,782

 
$
40,812

Operating income (loss):
 
 
 
 
 
 
 
Fee Timber
$
2,969

 
$
1,588

 
$
5,453

 
$
6,448

Timberland Management
(603
)
 
(785
)
 
(1,269
)
 
(1,514
)
Real Estate
(1,165
)
 
575

 
(2,201
)
 
5,707

General & Administrative
(1,059
)
 
(1,198
)
 
(2,663
)
 
(2,388
)
    Total
$
142

 
$
180

 
$
(680
)
 
$
8,253



7

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


SELECTED STATISTICS
 
 
 
 
 
 
 
 
 
Quarter ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Log sale volumes by species (million board feet):
 
 
 
 
 
 
 
Sawlogs
 
 
 
 
 
 
 
Douglas-fir
9.4

 
7.8

 
18.2

 
19.1

Whitewood
5.4

 
3.0

 
8.0

 
9.0

Pine
1.2

 
1.1

 
1.2

 
1.1

Cedar
1.0

 
0.5

 
1.9

 
1.8

Hardwood
0.7

 
0.4

 
1.3

 
1.9

Pulpwood - all species
3.2

 
2.3

 
6.0

 
6.7

Total
20.9

 
15.1

 
36.6

 
39.6

 
 
 
 
 
 
 
 
Log sale volumes by destination (million board feet):
 
 
 
 
 
 
 
Export
3.2

 
2.1

 
6.1

 
6.8

Domestic
13.8

 
10.3

 
23.2

 
24.2

Hardwood
0.7

 
0.4

 
1.3

 
1.9

Pulpwood
3.2

 
2.3

 
6.0

 
6.7

Subtotal log sale volumes
20.9

 
15.1

 
36.6

 
39.6

Timber deed sale

 

 

 
0.6

Total
20.9

 
15.1

 
36.6

 
40.2



8

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


Average price realizations by species (per thousand board feet):
Quarter ended June 30,
 
Six months ended June 30,
 
2016
 
2015
 
2016
 
2015
Sawlogs
 
 
 
 
 
 
 
Douglas-fir
$
596

 
$
608

 
$
608

 
$
629

Whitewood
550

 
541

 
530

 
550

Pine
500

 
552

 
500

 
551

Cedar
1,271

 
1,120

 
1,384

 
1,398

Hardwood
521

 
532

 
529

 
623

Pulpwood - all species
290

 
322

 
300

 
326

Overall
563

 
562

 
575

 
591

 
 
 
 
 
 
 
 
Average price realizations by destination (per thousand board feet):
 
 
 
 
 
 
 
Export
$
607

 
$
604

 
$
636

 
$
646

Domestic
618

 
608

 
632

 
647

Hardwood
521

 
532

 
529

 
623

Pulpwood
290

 
322

 
300

 
326

Overall log sales
563

 
562

 
575

 
591

Timber deed sale

 

 

 
389

 
 
 
 
 
 
 
 
Owned timber acres
111,000

 
111,000

 
111,000

 
111,000

Acres owned by Funds
94,000

 
80,000

 
94,000

 
80,000

Depletion expense per MBF - Partnership tree farms
$
43

 
$
48

 
$
43

 
$
47

Depletion expense per MBF - Fund tree farms
$
177

 
$
166

 
$
201

 
$
192

Capital and development expenditures ($000's)
$
4,450

 
$
2,201

 
$
6,283

 
$
5,879



9

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


PERIOD TO PERIOD COMPARISONS
(Amounts in $000's except per unit data)
 
 
 
 
 
Q2 2016 vs.
 
YTD 2016 vs.
 
Q2 2015
 
YTD 2015
Net income (loss) attributable to Pope Resources' unitholders:
 
 
 
2nd Quarter 2016
$
436

 
$
(599
)
2nd Quarter 2015
289

 
8,098

   Variance
$
147

 
$
(8,697
)
 
 
 
 
Detail of earnings variance:
 
 
 
Fee Timber
 
 
 
Log volumes (A)
$
3,260

 
$
(1,773
)
Log price realizations (B)
21

 
(586
)
Gain on sale of tree farms

 
226

Production costs
(942
)
 
1,886

Depletion
(206
)
 
675

Other Fee Timber
(752
)
 
(1,423
)
Timberland Management
182

 
245

Real Estate
 
 
 
Land sales
(1,590
)
 
(3,314
)
Conservation easement sales

 
(4,311
)
Other Real Estate
(150
)
 
(283
)
General & Administrative costs
139

 
(275
)
Net interest expense
30

 
117

Taxes
28

 
318

Noncontrolling interest
127

 
(199
)
Total variance
$
147

 
$
(8,697
)

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


10

POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016


September 30, 2016 Pro Forma Capitalization
(Partnership only)
 
 
 
 
 
 
 
 
 
 
 
 
amounts in thousands, debt balances exclude debt issuance costs
 
 
 
 
Sources
 
Uses
 
 
Maturity
Net Interest Rate (1)
 
Balance 6/30/2016
Timberland Acquisition Mortgage
Other Mortgage (2)
 
Timberland Acquisition
Debt Repayment
Other uses (3)
Pro Forma Balance 9/30/2016
Interest-only, fixed-rate mortgage
2017
3.85
%
 

$5,000

 
 
 
 
 
 

$5,000

Interest-only, fixed-rate mortgage
2019
5.40
%
 
9,800

 
 
 
 
 
 
9,800

Revolving line of credit (4)
2020
1.22
%
 
9,250

 
 
 
 

($9,250
)
 

Amortizing, fixed-rate mortgage
2023
2.80
%
 
2,636

 
 
 
 
(29
)
 
2,607

Interest-only, fixed-rate mortgage
2025
5.05
%
 
10,000

 
 
 
 
 
 
10,000

Interest-only, variable-rate mortgage (5)
2023
1.89
%
 
 

$10,000

 
 
 
 
 
10,000

Interest-only, fixed-rate mortgage
2026
3.08
%
 
 
11,000

 
 
 
 
 
11,000

Interest-only, variable-rate mortgage (6)
2027
1.54
%
 
 
 

$11,000

 
 
 
 
11,000

Interest-only, fixed-rate mortgage
2028
3.32
%
 
 
11,000

 
 
 
 
 
11,000

Total debt
 
 
 

$36,686

 
 
 
 
 
 
$
70,836

Less: Cash
 
 
 
912


$32,000


$11,000

 

($31,901
)

($9,279
)

($2,732
)

Net debt
 
 
 

$35,774

 
 
 
 
 
 

$70,836

Equity market cap (7)
 
 
 

$282,639

 
 
 
 
 
 

$282,639

Net debt / enterprise value (8)
 
 
 
11.2
%
 
 
 
 
 
 
20
%
Weighted average interest rate, net of patronage
 
3.9
%
 
 
 
 
 
 
3.3
%
 
 
 
 
 
 
 
 
 
 
 
 
(1) Interest rate net of patronage of 100 bps on debt held at 6/30/16 and 81 bps on new debt
(2) Additional $10.0 million available, must be drawn by 3/31/2017
(3) Including, but not limited to, acquisition closing costs, environmental remediation expenditures and Harbor Hill development costs
(4) Maximum borrowing limit of $20.0 million
(5) Rate is based on LIBOR of 0.50% plus spread of 1.39% (net of patronage)
(6) Rate is based on LIBOR of 0.50% plus spread of 1.04% (net of patronage)
(7) Based on unit price of $65 and outstanding units of 4,348,298
(8) Enterprise value equals equity market cap plus net debt


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POPE RESOURCES REPORTS SECOND QUARTER 2016 EARNINGS
August 8, 2016



The following table presents the calculation of our interest coverage ratio on a pro-forma basis utilizing 2015 results and interest expense under these new loans.

Amounts in thousands, except interest coverage ratio
 
Net income attributable to unitholders
$
10,943

Interest expense
2,970

Less: interest expense attributable to noncontrolling interests
(2,111
)
Income taxes
207

Less: income tax expense attributable to noncontrolling interests
(292
)
Depreciation and amortization expense
736

Less: depreciation and amortization expense attributable to noncontrolling interests
(20
)
Depletion expense
9,900

Less: depletion expense attributable to noncontrolling interests
(7,076
)
EBITDDA attributable to unitholders
$
15,257

 
 
Interest expense attributable to unitholders, including capitalized interest
1,743

Interest expense related to new $32 and $11 million borrowings
1,062

Pro-forma 2015 interest expense attributable to unitholders, including capitalized interest
$
2,805

Pro-forma interest coverage ratio
5.4



12