Document


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 March 31, 2017

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
Emerging growth company o
 
Non-accelerated Filer o
Smaller Reporting Company o
 
                                                                                                           
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.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 April 30, 2017: 4,368,151





Pope Resources
Index to Form 10-Q Filing
For the Three Months Ended March 31, 2017

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
March 31, 2017 and December 31, 2016
(in thousands)
 
2017
 
2016
ASSETS
 
 
 
Current assets
 
 
 
Partnership cash
$
1,871

 
$
1,871

ORM Timber Funds cash
2,489

 
1,066

Cash
4,360

 
2,937

Accounts receivable, net
3,229

 
4,381

Land and timber held for sale
7,873

 
20,503

Prepaid expenses and other
1,629

 
4,385

    Total current assets
17,091

 
32,206

Properties and equipment, at cost
 

 
 

  Timber and roads, net of accumulated depletion (2017 -  $115,424; 2016 - $110,533)
279,393

 
279,793

Timberland
55,153

 
54,369

Land held for development
24,674

 
24,390

Buildings and equipment, net of accumulated depreciation (2017 - $7,838; 2016 - $7,713)
5,526

 
5,628

    Total property and equipment, at cost
364,746

 
364,180

Other assets
 
 
 
Deferred tax and other assets
2,290

 
2,664

Total assets
$
384,127

 
$
399,050

 
 
 
 
LIABILITIES, PARTNERS’ CAPITAL AND NONCONTROLLING INTERESTS
 

 
 

Current liabilities
 

 
 

Accounts payable
$
1,731

 
$
2,620

Accrued liabilities
3,332

 
3,843

Current portion of long-term debt
5,120

 
5,119

Deferred revenue
455

 
418

Current portion of environmental remediation liability
5,520

 
8,650

Other current liabilities
386

 
398

    Total current liabilities
16,544

 
21,048

Long-term debt, net of unamortized debt issuance costs and current portion
128,268

 
125,291

Environmental remediation and other long-term liabilities
4,038

 
4,247

Partners’ capital and noncontrolling interests
 

 
 

General partners' capital (units issued and outstanding 2017 - 60; 2016 - 60)
946

 
934

Limited partners' capital (units issued and outstanding 2017 - 4,267; 2016 - 4,255)
59,010

 
58,199

Noncontrolling interests
175,321

 
189,331

    Total partners’ capital and noncontrolling interests
235,277

 
248,464

Total liabilities, partners’ capital and noncontrolling interests
$
384,127

 
$
399,050

See accompanying notes to condensed consolidated financial statements.

3



CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
Pope Resources, a Delaware Limited Partnership
For the Three Months Ended March 31, 2017 and 2016
(in thousands, except per unit data)
 
2017
 
2016
Revenue
$
17,345

 
$
11,069

Cost of sales
(11,201
)
 
(7,140
)
Operating expenses
(4,262
)
 
(3,373
)
General and administrative expenses
(1,701
)
 
(1,604
)
Gain on sale of timberland
12,503

 
226

Income (loss) from operations
12,684

 
(822
)
 
 
 
 
Interest expense, net
(1,010
)
 
(658
)
 
 
 
 
Income (loss) before income taxes
11,674

 
(1,480
)
Income tax expense
(56
)
 
(50
)
Net income (loss)
11,618

 
(1,530
)
 
 
 
 
Net and comprehensive (income) loss attributable to noncontrolling interests - ORM Timber Funds
(8,248
)
 
496

Net and comprehensive income (loss) attributable to unitholders    
$
3,370

 
$
(1,034
)
 
 
 
 
Allocable to general partners
$
47

 
$
(14
)
Allocable to limited partners
3,323

 
(1,020
)
Net and comprehensive income (loss) attributable to unitholders
$
3,370

 
$
(1,034
)
 
 
 
 
Basic and diluted earnings (loss) per unit attributable to unitholders
$
0.77

 
$
(0.25
)
 
 
 
 
Basic and diluted weighted average units outstanding
4,325

 
4,311

 
 
 
 
Distributions per unit
$
0.70

 
$
0.70

See accompanying notes to condensed consolidated financial statements.

4



CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL (Unaudited)
Pope Resources, a Delaware Limited Partnership
Three Months Ended March 31, 2017
(in thousands)

 
Attributable to Pope Resources
 
 
 
 
 
General Partners
 
Limited Partners
 
Noncontrolling Interests
 
Total
December 31, 2016
$
934

 
$
58,199

 
$
189,331

 
$
248,464

Net income
47

 
3,323

 
8,248

 
11,618

Cash distributions
(42
)
 
(3,016
)
 
(23,083
)
 
(26,141
)
Capital call

 

 
825

 
825

Equity-based compensation
8

 
597

 

 
605

Indirect repurchase of units for minimum tax withholding
(1
)
 
(93
)
 

 
(94
)
March 31, 2017
$
946

 
$
59,010

 
$
175,321

 
$
235,277


See accompanying notes to condensed consolidated financial statements.


5



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Pope Resources, a Delaware Limited Partnership
Three Months Ended March 31, 2017 and 2016
(in thousands)
 
2017
 
2016
Net income (loss)
$
11,618

 
$
(1,530
)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities
 

 
 

Depletion
4,922

 
2,330

Equity-based compensation
605

 
416

Depreciation and amortization
110

 
184

Deferred taxes
65

 

Cost of land sold
230

 
904

Gain on sale of timberland
(12,503
)
 
(226
)
Gain on disposal of property and equipment
(1
)
 
(13
)
Cash flows from changes in operating accounts
 

 
 

Accounts receivable, net
1,151

 
333

Prepaid expenses and other assets
3,066

 
(33
)
Real estate project expenditures
(1,825
)
 
(569
)
Accounts payable and accrued liabilities
(1,401
)
 
(654
)
Deferred revenue
37

 
175

Environmental remediation
(3,329
)
 
(3,222
)
Other current and long-term liabilities
(21
)
 
(55
)
Net cash provided by (used in) operating activities
2,724

 
(1,960
)
 
 
 
 
Cash flows from investing activities
 

 
 

Reforestation and roads
(335
)
 
(263
)
Capital expenditures
(23
)
 
(122
)
Proceeds from sale of property and equipment
11

 
13

Acquisition of timberland - Partnership
(4,951
)
 

Proceeds from sale of timberland - Funds
26,444

 
445

Net cash provided by investing activities
21,146

 
73

 
 
 
 
Cash flows from financing activities
 

 
 

Line of credit borrowings
10,000

 
1,500

Line of credit repayments
(7,000
)
 

Repayment of long-term debt
(30
)
 
(28
)
Debt issuance costs
(7
)
 

Payroll taxes paid on unit net settlements
(94
)
 
(152
)
Cash distributions to unitholders
(3,058
)
 
(3,043
)
Cash distributions - ORM Timber Funds, net of distributions to Partnership
(23,083
)
 
(2,155
)
Capital call - ORM Timber Funds, net of Partnership contribution
825

 

Net cash used in financing activities
(22,447
)
 
(3,878
)
 
 
 
 
Net increase (decrease) in cash
1,423

 
(5,765
)
Cash at beginning of period
2,937

 
9,706

Cash at end of period
$
4,360

 
$
3,941

See accompanying notes to condensed consolidated financial statements.

6



POPE RESOURCES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2017

1.
The condensed consolidated balance sheets as of March 31, 2017 and December 31, 2016 and the related condensed consolidated statements of comprehensive income, partners’ capital and cash flows for the three-month periods ended March 31, 2017 and 2016 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, 2016 is derived from the Partnership’s audited consolidated financial statements and notes thereto for the year ended December 31, 2016, 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, 2017.

2.
The financial statements in the Partnership’s 2016 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 Financial Accounting Standards Board (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 Partnership will adopt this standard using the cumulative effect transition method applied to uncompleted contracts as of the date of adoption. Under this method, the cumulative effect of initially applying the standard is recorded as an adjustment to partners’ capital. This new standard may result in accelerating the recognition of revenue in the Real Estate segment for performance obligations that are satisfied over time, which generally consist of construction and landscaping activity in common areas completed after transaction closing. Management does not expect, however, that the impact will be material to the Partnership’s financial reporting.

In February 2016, the FASB issued ASU 2016-02, Leases, which requires substantially all leases to be reflected on the balance sheet as a liability and a right-of-use asset. The ASU will replace existing lease accounting guidance in U.S. GAAP when it becomes effective on January 1, 2019 and the Partnership will adopt it at that time. The standard will be applied on a modified retrospective basis in which certain optional practical expedients may be applied. Due to the Partnership’s limited leasing activity, management does not expect the effect of this standard to be material to its ongoing financial reporting.

Effective January 1, 2017, the Partnership adopted ASU 2016-09, which simplifies several aspects of accounting for share-based payment transactions, including income tax consequences, award classification, cash flows reporting, and forfeiture rate application. The adoption of this standard did not have a material impact on the Partnership’s consolidated financial statements.

3.
Prepaid expenses and other current assets included $850,000 held by Internal Revenue Code Section 1031 like-kind exchange intermediaries at March 31, 2017 and December 31, 2016. Deferred tax and other assets included $1.5 million and $1.9 million held by like-kind exchange intermediaries at March 31, 2017 and December 31, 2016, respectively.

4.
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 among the general and limited partners is pro rata across all units outstanding.

5.
ORM Timber Fund II, Inc. (Fund II), ORM Timber Fund III (REIT) Inc. (Fund III) and ORM Timber Fund IV LLC (Fund IV), collectively “the Funds”, were formed by Olympic Resource Management LLC (ORMLLC), a wholly owned subsidiary of the Partnership, 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 is organized to operate for a specific term from the end of its respective investment period; ten years for each of Fund II and Fund III and fifteen years for Fund IV. Fund II and Fund III are scheduled to terminate in March 2021 and December 2025, respectively. Fund IV will terminate on the fifteenth anniversary of its investment period. Fund IV’s investment period will end on the earlier of placement of all committed capital or December 31, 2019, subject to certain extension provisions.

7




Pope Resources and ORMLLC together own 20% of Fund II, 5% of Fund III and 15% of Fund IV. The Funds are considered variable interest entities because their organizational and governance structures are the functional equivalent of a limited partnership. As the managing member of the Funds, the Partnership is the primary beneficiary of each of the Funds as it has the authority to direct the activities that most significantly impact their economic performance, as well as the right to receive benefits and obligation to absorb losses that could potentially be significant to the Funds. Accordingly, the Funds are consolidated into the Partnership’s financial statements. Additionally, the obligations of each of the Funds do not have any recourse to the Partnership.

In January 2017, Fund II closed on the sale of one of its tree farms, located on the Oregon coast, for $26.5 million. The carrying value of this tree farm, consisting of $11.1 million for timber and roads and $2.8 million for land, is reflected in land and timber held for sale on the consolidated balance sheets as of December 31, 2016. The Partnership’s share of the pretax profit or loss generated by this tree farm was a gain of $2.5 million and a loss of $3,000 for the quarters ended March 31, 2017 and 2016, respectively.

The Partnership’s condensed consolidated balance sheet included assets and liabilities of the Funds as of March 31, 2017 and December 31, 2016, which were as follows:
 
(in thousands)
March 31, 2017
 
December 31, 2016
Assets:
Cash
$
2,489

 
$
1,066

Land and timber held for sale

 
13,941

Other current assets
838

 
2,195

Total current assets
3,327

 
17,202

Properties and equipment, net of accumulated depletion and depreciation (2017 - $42,207; 2016 - $38,306)
245,454

 
249,197

Total assets
$
248,781

 
$
266,399

Liabilities and equity:
 

 
 

Current liabilities
$
1,941

 
$
2,256

Long-term debt, net of unamortized debt issuance costs
57,274

 
57,268

Total liabilities
59,215

 
59,524

Funds’ equity
189,566

 
206,875

Total liabilities and equity
$
248,781

 
$
266,399


6.
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 quarters ended March 31, 2017 and 2016:

8



 
Fee Timber
 
 
Three Months Ended March 31, (in thousands)
Pope Resources
ORM Timber Funds
Total Fee Timber
 
Timberland Investment Management
 
Real Estate
 
Other
 
Consolidated
2017
 
 
 
 
 
 
 
 
 
 
 
Revenue - internal
$
9,191

$
7,706

$
16,897

 
$
848

 
$
667

 
$

 
$
18,412

Eliminations
(85
)

(85
)
 
(848
)
 
(134
)
 

 
(1,067
)
Revenue - external
9,106

7,706

16,812

 

 
533

 

 
17,345

 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
(3,542
)
(7,093
)
(10,635
)
 

 
(566
)
 

 
(11,201
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating, general and administrative expenses - internal
(1,244
)
(1,773
)
(3,017
)
 
(1,073
)
 
(1,205
)
 
(1,735
)
 
(7,030
)
Eliminations
57

848

905

 
107

 
21

 
34

 
1,067

Operating, general and administrative expenses - external
(1,187
)
(925
)
(2,112
)
 
(966
)
 
(1,184
)
 
(1,701
)
 
(5,963
)
Gain on sale of timberland

12,503

12,503

 

 

 

 
12,503

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - internal
4,405

11,343

15,748

 
(225
)
 
(1,104
)
 
(1,735
)
 
12,684

Eliminations
(28
)
848

820

 
(741
)
 
(113
)
 
34

 

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - external
$
4,377

$
12,191

$
16,568

 
$
(966
)
 
$
(1,217
)
 
$
(1,701
)
 
$
12,684

 
 
 
 
 
 
 
 
 
 
 
 
2016
 

 

 

 
 

 
 

 
 

 
 

Revenue - internal
$
4,438

$
5,362

$
9,800

 
$
823

 
$
1,384

 
$

 
$
12,007

Eliminations
(48
)

(48
)
 
(815
)
 
(75
)
 

 
(938
)
Revenue - external
4,390

5,362

9,752

 
8

 
1,309

 

 
11,069

 
 
 
 
 
 
 
 
 
 
 
 
Cost of sales
(1,608
)
(4,285
)
(5,893
)
 

 
(1,247
)
 

 
(7,140
)
 
 
 
 
 
 
 
 
 
 
 
 
Operating, general and administrative expenses - internal
(1,200
)
(1,243
)
(2,443
)
 
(741
)
 
(1,108
)
 
(1,623
)
 
(5,915
)
Eliminations
27

815

842

 
67

 
10

 
19

 
938

Operating, general and administrative expenses -external
(1,173
)
(428
)
(1,601
)
 
(674
)
 
(1,098
)
 
(1,604
)
 
(4,977
)
Gain on sale of timberland

226

226

 

 

 

 
226

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - internal
1,630

60

1,690

 
82

 
(971
)
 
(1,623
)
 
(822
)
Eliminations
(21
)
815

794

 
(748
)
 
(65
)
 
19

 

 
 
 
 
 
 
 
 
 
 
 
 
Income (loss) from operations - external
$
1,609

$
875

$
2,484

 
$
(666
)
 
$
(1,036
)
 
$
(1,604
)
 
$
(822
)


9



7.
Basic and diluted earnings per unit are calculated by dividing net and comprehensive income (loss) 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 earnings per unit:

 
Quarter Ended 
 March 31,
(in thousands, except per unit amounts)
2017
 
2016
Net and comprehensive income (loss) attributable to Pope Resources’ unitholders
$
3,370

 
$
(1,034
)
Less:
 

 
 

Net and comprehensive income attributable to unvested restricted unitholders
(23
)
 
(25
)
Preferred share dividends - ORM Timber Funds
(8
)
 
(8
)
Net and comprehensive income (loss) for calculation of earnings per unit
$
3,339

 
$
(1,067
)
 
 
 
 
Basic and diluted weighted average units outstanding
4,325

 
4,311

 
 
 
 
Basic and diluted earnings (loss) per unit
$
0.77

 
$
(0.25
)

8.
In the first quarter of 2017, the Partnership issued 14,860 restricted units pursuant to the management incentive compensation program and 3,820 restricted units to members of the Board of Directors. These restricted units vest ratably over four years with the grant date fair value equal to the market price on the date of grant. During the three months ended March 31, 2017, 556 units were granted with no restrictions to certain board members who elected to receive their quarterly board compensation in the form of units rather than cash. Units granted to directors are included in the calculation of total equity compensation expense which is recognized over the vesting period, for restricted units, or immediately for unrestricted units. Grants to retirement-eligible individuals on the date of grant are expensed immediately. The Partnership recognized $605,000 and $416,000 of equity compensation expense in the first quarter of 2017 and 2016, respectively, related to these compensation programs.

9.
Supplemental disclosure of cash flow information: interest paid, net of amounts capitalized, totaled $570,000 and $397,000 for the first quarter of 2017 and 2016, respectively. The Partnership paid no income taxes during the first quarter of 2017 and paid income taxes of $50,000 in the first quarter of 2016.

10.
During the first quarter of 2017, the Partnership closed on acquisitions of timberland in western Washington totaling 1,648 acres for $5.0 million. The aggregate purchase price was allocated $783,000 to land and $4.2 million to timber and roads.

11.
In March 2017, the Partnership amended its $21.0 million credit facility with Northwest Farm Credit Services to extend the drawdown period from March 31, 2017 to July 1, 2017. The Partnership had $6.0 million outstanding under this facility at March 31, 2017 and December 31, 2016.

12.
The Partnership’s financial instruments include cash and accounts receivable, for which the carrying amount of each represents fair value based on current market interest rates or their short-term nature.

The Partnership’s and the Funds’ fixed-rate debt collectively have a carrying value of $106.8 million as of March 31, 2017 and December 31, 2016. 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 $110.5 million and $111.0 million as of March 31, 2017 and December 31, 2016, respectively.

13.
The Partnership had an accrual for estimated environmental remediation costs of $9.4 million and $12.8 million as of March 31, 2017 and December 31, 2016, 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, 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. In the third quarter of 2015, the Partnership selected a contractor to complete the remediation work. Remediation activity began in late September of 2015 and the required in-water portion of the cleanup was completed in January 2017 and will be followed by cleanup activity on

10



the millsite and by a monitoring period. Management’s cost estimates for the remainder of the project are based on amounts included in the construction contract and estimates for project management and other professional fees.

The environmental liability at March 31, 2017 is comprised of $5.5 million that management expects to expend in the next 12 months and $3.9 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, 2015
$
21,651

 
$

 
$
4,890

 
$
16,761

Year ended December 31, 2016
16,761

 
7,700

 
11,691

 
12,770

Quarter ended March 31, 2017
12,770

 

 
3,329

 
9,441


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 expectations, 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. 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. 
 
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 operations of three private equity funds (“Fund II”, “Fund III” and “Fund IV”, collectively, the “Funds”). 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’ timberland 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 segment in terms of total assets owned is the development and sale of real estate. Real Estate activities primarily include securing permits and 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 by either selling homes to retail buyers or lots to developers of commercial property. Since these land 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 which preclude future development, but allow continued forestry operations. Our third business segment, which we refer to as Timberland Investment Management, is engaged in organizing and managing private equity timber funds using capital invested by third parties and the Partnership.

11




Our current strategy for adding timberland acreage is centered primarily on our private equity timber fund business model. However, we acquire smaller timberland parcels from time to time to add on to the Partnership’s existing tree farms. In addition, during periods when the Funds’ committed capital is fully invested, we may look to acquire larger timberland properties for the Partnership. Our three active timber funds have assets under management totaling approximately $355 million as of March 31, 2017 based on the most recent appraisals. Through our 20% co-investment in Fund II, our 5% co-investment in Fund III and our 15% co-investment in Fund IV, we have deployed $26 million of Partnership capital. Fund IV, launched in December 2016, has not yet deployed any capital to acquire timberland properties. Our co-investment affords 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 more sophisticated expertise in timberland acquisition, valuation, and management on a more cost-effective basis than we could for the Partnership’s timberlands alone. We believe our co-investment strategy also enhances our credibility with existing and prospective Fund 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 subtracted from consolidated results in our Condensed Consolidated Statements of Comprehensive Income under the caption “Net and comprehensive (income) loss attributable to non-controlling interests-ORM Timber Funds” to arrive at net and comprehensive income (loss) attributable to unitholders of the Partnership.

The strategy for our Real Estate segment centers around how and when to “harvest” a parcel of land and 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 cash flows upon sale. Land held for development by our Real Estate segment represents property in western Washington that has been deemed suitable for residential and commercial building sites. Land and timber held for sale represents those properties in the development portfolio that we expect to sell in the next year.
 
First quarter highlights

Harvest volume was 27.3 million board feet (MMBF) in Q1 2017 compared to 15.6 MMBF in Q1 2016, a 75% increase. These harvest volume figures do not include timber deed sales of 0.3 MMBF in Q1 2017 sold by ORM Timber Fund III. The harvest volume and log price realization metrics cited below also exclude these timber deed sales, except as noted otherwise.
Average realized log price per thousand board feet (MBF) was $596 in Q1 2017 compared to $591 per MBF in Q1 2016, a 1% increase.
As a percentage of total harvest, volume sold to domestic markets in Q1 2017 decreased to 59% from 60% in Q1 2016, while the mix of volume sold to export markets was 22% in Q1 2017 compared to 18% in Q1 2016. Hardwood, cedar and pulpwood log sales make up the balance of harvest volume.
Fund II recognized a gain of $12.5 million on the sale of one of its tree farms in January 2017. This sale generated a $5.5 million distribution to the Partnership.
The Partnership acquired 1,648 acres of timberland in western Washington for $5.0 million, or $3,004 per acre.

Outlook

Unlike 2016, our 2017 harvest volume should be distributed more evenly throughout the year. We expect our total 2017 harvest volume to be between 112 and 118 MMBF, including timber deed sales. In our Real Estate segment, we expect to close on the sale of up to 93 single-family lots from our Harbor Hill project, the majority of which we expect to occur in the fourth quarter, as well as a number of other potential land and conservation easement sales.

RESULTS OF OPERATIONS

The following table reconciles and compares key revenue and cost elements that impacted our net income (loss) attributable to unitholders for the respective quarters ended March 31, 2017 and 2016.  The explanatory text that follows the table describes in detail certain of these changes by business segment.

12



(in thousands)
Quarter Ended 
 March 31,
Net income (loss) attributable to Pope Resources’ unitholders:
 
2017 period
$
3,370

2016 period
(1,034
)
Variance
$
4,404

Detail of variance:
 

Fee Timber
 

Log volumes (A)
$
6,915

Log price realizations (B)
137

Gain on sale of timberland
12,277

Timber deed sales
72

Production costs
(2,150
)
Depletion
(2,592
)
Other Fee Timber
(575
)
Timberland Investment Management
(300
)
Real Estate
 

Land sales
(85
)
Other Real Estate
(96
)
General and administrative costs
(97
)
Net interest expense
(352
)
Income taxes
(6
)
Noncontrolling interests
(8,744
)
Total variances
$
4,404


(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 120,000 acres of timberland owned by the Partnership and 88,000 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. Revenue 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 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. They do, however, 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 March 31, 2017, December 31, 2016, and March 31, 2016 were as follows:
 
(in millions)
Quarter ended
 
Log Sale
Revenue
 
Other
Revenue
 
Total Fee
Timber
Revenue
 
Gain on Sale of
Timberland
 
Operating
Income
 
Harvest
Volume
(MMBF)
 
Timber Deed Sale Volume (MMBF)
Partnership
 
$
8.7

 
$
0.4

 
$
9.1

 
$

 
$
4.4

 
14.1

 

Funds
 
7.6

 
0.1

 
7.7

 
12.5

 
12.2

 
13.2

 
0.3

Total March 2017
 
$
16.3

 
$
0.5

 
$
16.8

 
$
12.5

 
$
16.6

 
27.3

 
0.3

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
15.4

 
$
0.5

 
$
15.9

 
$
0.8

 
$
8.1

 
25.5

 

Funds
 
6.7

 
1.6

 
8.3

 

 
0.1

 
12.2

 
4.7

Total December 2016
 
$
22.1

 
$
2.1

 
$
24.2

 
$
0.8

 
$
8.2

 
37.7

 
4.7

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
4.0

 
$
0.4

 
$
4.4

 
$

 
$
1.6

 
6.3

 

Funds
 
5.2

 
0.2

 
5.4

 
0.2

 
0.9

 
9.3

 

Total March 2016
 
$
9.2

 
$
0.6

 
$
9.8

 
$
0.2

 
$
2.5

 
15.6

 

 
Operating Income
 
Comparing Q1 2017 to Q4 2016.  Operating income increased $8.4 million, or 102%, from Q4 2016. Our Q1 2017 results reflect a $12.5 million gain on the January 2017 sale of a 6,500-acre tree farm on the Oregon coast by Fund II. In Q4 2016, we recognized a $769,000 gain on the sale of 159 acres of Partnership timberland. Contributing further to the increase in operating income was a 25% decrease in cost of sales, a $529,000 decrease in operating expenses, and a 1% increase in average realized log prices. A 28% decrease in delivered log volume and a $1.2 million decline in timber deed sales limited the increase in operating income.
 
Comparing Q1 2017 to Q1 2016.  Operating income increased $14.1 million, or 564%, from Q1 2016. Our Q1 2017 results reflect a $12.5 million gain on the January 2017 sale of a 6,500-acre tree farm by Fund II. In Q1 2016, we recognized a $226,000 gain on the sale of 205 acres of Fund timberland. Contributing further to the increase in operating income was a 77% increase in harvest volume (including timber deed sales) and a 1% increase in average realized log prices. An 80% increase in cost of sales (tied to the volume increase), and a $542,000 increase in operating expenses limited the increase in operating income.
 

14



Revenue
 
Comparing Q1 2017 to Q4 2016.  Log sale revenue in Q1 2017 decreased $5.8 million, or 26%, from Q4 2016 due primarily to a 28% decrease in harvest volume, offset partially by a 1% increase in average realized log prices. Our 2016 harvest volume had been heavily back-loaded to the fourth quarter, during which we harvested 41% of that year’s delivered log volume. By contrast, we expect that our harvest pattern throughout 2017 will be distributed more evenly throughout the year. The $1.6 million decrease in other revenue is primarily attributable to a $1.3 million decrease in timber deed sales from Fund timberlands.

Comparing Q1 2017 to Q1 2016.  Log sale revenue in Q1 2017 increased $7.1 million, or 77%, from Q1 2016, primarily as a result of a 75% increase in harvest volume and a 1% increase in average realized log prices. Log markets were stronger in Q1 2017 relative to Q1 2016 as a result of reductions in log supply caused by unusual amounts of rain and snow in our Pacific Northwest operating region and incremental demand due to market expectations of pending duties on Canadian lumber imports.
 
Log Volume

We harvested the following log volumes by species from the Combined tree farms, exclusive of timber deed sales, for the quarters ended March 31, 2017, December 31, 2016, and March 31, 2016:
 
Volume (in MMBF)
Quarter Ended
 
 
Mar-17
% Total
 
Dec-16
% Total

 
Mar-16
% Total
Sawlogs
Douglas-fir
16.0

59
%
 
23.1

61
%
 
8.6

55
%
 
Whitewood
5.5

20
%
 
8.1

22
%
 
2.7

17
%
 
Pine

%
 
0.5

1
%
 

%
 
Cedar
0.7

2
%
 
0.6

2
%
 
0.9

6
%
 
Hardwood
0.5

2
%
 
0.8

2
%
 
0.6

4
%
Pulpwood
All Species
4.6

17
%
 
4.6

12
%
 
2.8

18
%
Total
 
27.3

100
%
 
37.7

100
%
 
15.6

100
%
 
Comparing Q1 2017 to Q4 2016. Harvest volume decreased 10.4 MMBF, or 28%, in Q1 2017 from Q4 2016. Our Q4 2016 harvest volume was unusually high, representing 41% of our total 2016 delivered log volume, reflecting our decision to back-load the 2016 harvest. Our species mix during the two quarters was relatively unchanged, with the exception of an increase in pulpwood that was a function of the specific units selected for harvest.
 
 Comparing Q1 2017 to Q1 2016. Harvest volume increased 11.7 MMBF, or 75%, in Q1 2017 from Q1 2016. Log markets were stronger in Q1 2017 than in Q1 2016, prompting us to harvest a greater proportion of our annual harvest volume during the quarter, whereas in Q1 2016 we dialed back our harvest volume in response to weak log markets. Our species mix for Q1 2017 consisted of a higher proportion of Douglas-fir and whitewood sawlogs and a lower proportion of the minor species and pulpwood compared to Q1 2016. This is reflective of the stronger log markets in Q1 2017.
  
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.


15



We realized the following log prices by species for the quarters ended March 31, 2017, December 31, 2016, and March 31, 2016:
 
 
 
Quarter Ended
 
 
Mar-17
 
Dec-16
 
Mar-16
Average price realizations (per MBF):
 
 
Sawlogs:
Douglas-fir
$
663

 
$
652

 
$
620

 
Whitewood
548

 
537

 
490

 
Pine

 
460

 

 
Cedar
1,369

 
1,213

 
1,514

 
Hardwood
615

 
631

 
539

Pulpwood:
All Species
290

 
289

 
312

Overall
 
596

 
588

 
591


The following table compares the dollar and percentage change in log prices from each of Q4 2016 and Q1 2016 to Q1 2017:
   
 
 
Change to Q1 2017 from Quarter Ended
 
 
Dec-16
 
Mar-16
 
 
$/MBF
 
%
 
$/MBF
 
%
Sawlogs:
Douglas-fir
$
11

 
2
%
 
$
43

 
7
%
 
Whitewood
11

 
2
%
 
58

 
12
%
 
Pine
n/a

 
n/a

 
n/a

 
n/a

 
Cedar
156

 
13
%
 
(145
)
 
(10
%)
 
Hardwood
(16
)
 
(3
%)
 
76

 
14
%
Pulpwood:
All Species
1

 
%
 
(22
)
 
(7
%)
Overall
 
8

 
1
%
 
5

 
1
%
 
Overall realized log prices in Q1 2017 were 1% higher than Q4 2016. Our overall average realized log price 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 of those two species. From Q4 2016 to Q1 2017, realized log prices for Douglas-fir and whitewood each increased 2%. Douglas-fir and whitewood both benefited from stronger export market competition. Domestic log prices were supported by supply restrictions stemming from unusual amounts of rain and snow in our operating region and market expectations of pending duties on Canadian lumber imports. The 13% increase in cedar prices is the result of seasonal patterns wherein manufacturers ramp up for the spring and summer construction season.

From Q1 2016 to Q1 2017, average realized log prices increased 1%. Species mix was largely unchanged between the two comparable quarters. Whitewood prices declined 3% and pulpwood was down 19%. The decline in pulpwood was due to an abundance of residual wood chips in the market, which decreases demand for pulpwood logs from which to produce chips.
 
Customers

The ultimate decision of whether to sell our logs into the domestic or export 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 March 31, 2017, December 31, 2016, and March 31, 2016:


16



 
Q1 2017
 
Q4 2016
 
Q1 2016
 
Volume
 
 

 
Volume
 
 
 
Volume
 
 
Destination
MMBF
%
 
Price
 
MMBF
%
 
Price
 
MMBF
%
 
Price
Domestic mills
16.1

59
%
 
$
653

 
25.8

69
%
 
$
624

 
9.4

60
%
 
$
653

Export brokers
6.1

22
%
 
670

 
6.5

17
%
 
654

 
2.8

18
%
 
669

Hardwood
0.5

2
%
 
615

 
0.7

2
%
 
631

 
0.6

4
%
 
539

Pulpwood
4.6

17
%
 
290

 
4.7

12
%
 
289

 
2.8

18
%
 
312

Total
27.3

100
%
 
596

 
37.7

100
%
 
588

 
15.6

100
%
 
591

Timber deed sale
0.3

 

 
229

 
4.7

 

 
279

 

 

 

Total
27.6

 

 
 

 
42.4

 

 
 

 
15.6

 

 
 

 
Comparing Q1 2017 to Q4 2016. Volume sold to the export market increased to 22% of Q1 2017 volume from 17% of Q4 2016 volume due to the stronger export markets noted earlier, while volume sold to the domestic market decreased to 59% of Q1 2017 volume from 69% of Q4 2016 volume. The relative amount of volume sold as pulpwood increased to 17% in Q1 2017 from 12% in Q4 2016 due to a number of lower-quality stands that contained a higher component of pulpwood.

Comparing Q1 2017 to Q1 2016. The relative volume sold to our various customer types and as pulpwood changed little during Q1 2017 compared to Q1 2016.

Cost of Sales
 
Fee Timber cost of sales, which consists predominantly of harvest, haul and depletion costs, vary with harvest volume.
 
Fee Timber cost of sales for the quarters ended March 31, 2017, December 31, 2016, and March 31, 2016, 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
 
$
2,520

 
$
1,022

 
$

 
$
3,542

 
14.1

 

Funds
 
3,193

 
3,900

 

 
7,093

 
13.2

 
0.3

Total March 2017
 
$
5,713

 
$
4,922

 
$

 
$
10,635

 
27.3

 
0.3

 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
4,878

 
$
1,873

 
$
28

 
$
6,779

 
25.5

 

Funds
 
2,682

 
4,647

 
52

 
7,381

 
12.2

 
4.7

Total December 2016
 
$
7,560

 
$
6,520

 
$
80

 
$
14,160

 
37.7

 
4.7

 
 
 
 
 
 
 
 
 
 
 
 
 
Partnership
 
$
1,323

 
$
271

 
$
14

 
$
1,608

 
6.3

 

Funds
 
2,226

 
2,059

 

 
4,285

 
9.3

 

Total March 2016
 
$
3,549

 
$
2,330

 
$
14

 
$
5,893

 
15.6

 

 

17



(Amounts per MBF) Quarter Ended
 
Harvest, Haul and Tax *
 
Depletion *
Partnership
 
$
179

 
$
72

Funds
 
242

 
289

Total March 2017
 
$
209

 
$
178

 
 
 
 
 
Partnership
 
$
191

 
$
73

Funds
 
220

 
275

Total December 2016
 
$
201

 
$
154

 
 
 
 
 
Partnership
 
$
210

 
$
43

Funds
 
239

 
221

Total March 2016
 
$
228

 
$
149

 *
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 Q1 2017 to Q4 2016. Cost of sales decreased $3.5 million, or 25%, in Q1 2017 from Q4 2016. The decrease was primarily attributable to a 35% decline in harvest volume (including timber deed sales), offset partially by a 16% increase in the depletion rate. The relative share of harvest volume coming from Fund tree farms increased to 49% in Q1 2017 from 40% in Q4 2016. This increased the overall depletion rate as depletion rates are higher for the Funds’ tree farms because they were purchased more recently than the Partnership’s tree farms and thus have a higher cost basis.
 
Comparing Q1 2017 to Q1 2016. Cost of sales increased $4.7 million, or 80%, in Q1 2017 from Q1 2016, as a result of a 77% increase in harvest volume (including timber deed sales). Two other factors had large, but mostly offsetting, impacts on cost of sales. First, harvest, haul, and tax costs, on a per MBF basis, decreased 8% in Q1 2017 from Q1 2016 as a result of more competitive bidding for our business by logging contractors and a higher proportion of volume from harvest units utilizing lower-cost, ground based logging systems. Second, the Combined depletion rate increased 19% in Q1 2017 from Q1 2016, despite a reduction in the Funds’ share of relative harvest volume (including timber deed sales) to 49% in Q1 2017 from 60% in Q1 2016. The rise in the Combined depletion rate is attributable to a 63% increase in the Partnership’s pooled depletion rate following the Q3 2016 purchase of the Carbon River tree farm. Prior to that acquisition, the Partnership’s pooled depletion rate was based on tree farms that were acquired many years ago at much lower costs relative to current timberland values.
 
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 March 31, 2017, December 31, 2016, and March 31, 2016, operating expenses were $2.1 million, $2.6 million, and $1.6 million, respectively. The $529,000 decrease in operating expenses in Q1 2017 from Q4 2016 is attributable to reduced road and silviculture costs. The $511,000 increase in operating expenses in Q1 2017 from Q1 2016 is spread amongst all expense categories, with the largest component being professional fees associated with the start-up of Fund IV.

Gain on Sale of Timberland

The $12.5 million gain on sale of timberland in Q1 2017 resulted from the sale of Fund II’s 6,500-acre Rockaway tree farm on the Oregon coast for $26.5 million. The $769,000 gain on the sale of timberland in Q4 2016 resulted from the sale of 159 acres of Partnership timberland from the Hood Canal tree farm for $899,000. The $226,000 gain on sale of timberland in Q1 2016 resulted from sales of two parcels owned by the Funds. The total sales price for these two parcels was $774,000.
 

Timberland Investment Management
 
The Timberland Investment Management (TIM) segment manages timberland portfolios on behalf of three private equity timber funds that currently own a combined 88,000 acres of commercial timberland in western Washington,

18



northwestern Oregon, and northern California. Total assets under management are $355 million based on the most recent appraisals.

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 $5.8 million and $113,000 in the three months ended March 31, 2017, and 2016, respectively, which are eliminated in consolidation. The 2017 distributions included $5.5 million from Fund II’s sale of a 6,500-acre tree farm.
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.
 
Revenue and operating loss for the TIM segment for the quarters ended March 31, 2017 and 2016 were as follows:
  
(in thousands, except invested
 
Quarter Ended
capital, volume and acre data)
 
Mar-17
 
Mar-16
Revenue internal
 
$
848

 
$
823

Intersegment eliminations
 
(848
)
 
(815
)
Revenue external
 
$

 
$
8

 
 
 
 
 
Operating income (loss) internal
 
$
(225
)
 
$
82

Intersegment eliminations
 
(741
)
 
(748
)
Operating loss external
 
$
(966
)
 
$
(666
)
 
 
 
 
 
Invested capital (in millions)
 
$
240

 
$
258

Acres owned by Funds
 
88,000

 
94,000

Harvest volume - Funds (MMBF), including timber deed sales
 
13.5

 
9.3

 
Comparing Q1 2017 to Q1 2016. TIM generated management fee revenue of $848,000 and $815,000 from managing the Funds during Q1 2017 and Q1 2016, respectively. The increased harvest volume during Q1 2017 served to boost revenue generated from fees based on harvest volume, though this was offset partially by a decline in revenue generated from fees based on invested capital and acres owned resulting from Fund II’s tree farm sale.

Operating expenses incurred for the quarters ended March 31, 2017, and 2016 totaled $966,000 and $666,000, respectively. The increase in operating expenses is attributable to costs associated with the launch of our fourth timber fund, which occurred at the tail end of 2016, as well as additional personnel costs to manage our expanding timber fund portfolio.

Real Estate
 
The Partnership’s Real Estate segment produces its revenue primarily from the sale of land within its 2,200-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.


19



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.

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 obtain entitlements for further development of these parcels

Those properties that are for sale, under contract, and management expects to sell within the next 12 months, are classified on our balance sheet as a current asset under “Land and Timber Held for Sale”. The $7.9 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 first quarter of 2018, comprising 93 single-family residential lots from our Harbor Hill project and two single-family lot sales from a separate project.
 
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 often vary significantly from period-to-period as we make multi-year investments in entitlements and infrastructure prior to selling entitled or developed land.

Comparing Q1 2017 to Q1 2016. We did not close on any land sales in Q1 2017, though we did recognize $285,000 of revenue utilizing the percentage-of-completion method on lots for which we had post-closing obligations that were sold from our Harbor Hill development in the fourth quarter of 2016. In Q1 2016, we recognized $1.1 million of revenue from the sale of nine residential lots from Harbor Hill and from previous sales from this project recognized utilizing the percentage-of-completion method. Real Estate operating expenses were $1.2 million and $1.1 million for the first quarters of 2017 and 2016, respectively. These factors resulted in an operating losses of $1.2 million and $1.0 million for the first quarter of 2017 and 2016, respectively.
 
Real Estate revenue, gross margin and operating income are summarized in the table below for the three months ended March 31, 2017 and 2016:

(in thousands, except units sold and per unit amounts)
 
 
 
 
 
 
 
 
For the three months ended:
 
 
 
 
 
 
 
 
 
 
Description
 
Revenue
 
Gross Margin
 
Units Sold
 
Revenue per unit
 
Gross Margin per unit
Residential
 
$
285

 
$
49

*
 
 
 
 
 
 
 
Total land
 
285

 
49

 
 
 
 

 
 

 
 

Rentals and other
 
248

 
(82
)
 
 
 
 

 
 

 
 

March 31, 2017 total
 
$
533

 
$
(33
)
 
 
 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
Residential
 
1,063

 
152

 
Lots:
 
9

 
118,111

 
16,889

Total land
 
1,063

 
152

 
 
 
 

 
 

 
 

Rentals and other
 
246

 
(90
)
 
 
 
 

 
 

 
 

March 31, 2016 total
 
$
1,309

 
$
62

 
 
 
 

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
* Represents revenue recognized on a percentage-of-completion basis on lots sold in Q4 2016.
 
Environmental Remediation
As disclosed previously, we have a liability for environmental remediation at Port Gamble, Washington, due to contamination that occurred in Port Gamble Bay prior to our 1985 acquisition of the property from Pope & Talbot, Inc. We

20



have adjusted that liability from time to time based on evolving circumstances. The required in-water remediation activity was completed in January 2017. The sediments now stockpiled on the millsite must remain there for a brief time to allow the saltwater in the sediments to rinse out. The stockpiles will then be tested to determine their level of contamination, which will ultimately determine how much, if any, of the material must be relocated to a commercial landfill. To the extent that a greater than expected volume of sediments must be relocated to a commercial landfill, or if transportation costs exceed our estimates, we may incur additional costs. The array of testing commenced in late March 2017 and we expect to receive the testing results during the second and third quarters.
In addition to the handling of the sediments, there will be some cleanup activity on the millsite itself in 2018. The scope of this activity will be influenced by the results of testing to be conducted on the millsite following the removal of the dredged material and our liability includes an estimate of the costs for this activity.
Project costs may still vary due to a number of factors, including but not limited to:
Handling of dredged material: As noted above, to the extent we must relocate more material to a commercial landfill than we have estimated, we may incur additional costs. In addition, we have not yet engaged a contractor to relocate the bulk of dredged material to our property near Port Gamble and the actual per unit cost for this work may differ from our current estimates.
Natural Resource Damages (NRD): Certain environmental laws allow state, federal, and tribal trustees (collectively, the Trustees) to bring suit against property owners to recover damages for injuries to natural resources. Like the liability that attaches to current property owners in the cleanup context, liability for natural resource damages can attach to a property owner simply because an injury to natural resources resulted from releases of hazardous substances on that owner’s property, regardless of culpability for the release. The Trustees are alleging that Pope Resources has NRD liability because of releases that occurred on its property. We have been in discussions with the Trustees regarding their claims, and the alleged conditions in Port Gamble Bay. We have also been discussing restoration alternatives that might address the damages the Trustees allege. Discussions with the Trustees may result in an obligation for us to fund NRD restoration activities and past assessment costs that are greater than we have estimated.

Unforeseen conditions: While the required in-water construction activity has been completed, there may be uncertainties with respect to the remaining cleanup on the millsite as the scope of this portion of the cleanup will be influenced by the results of testing to be conducted there following the removal of the sediments. Moreover, as we transition to the monitoring phase of the project, conditions may arise in the future that require us to incur costs to conduct additional cleanup activity. Likewise, we cannot accurately predict the impacts, if any, of potential NRD actions.
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 were $1.7 million and $1.6 million in the first quarters of 2017 and 2016, respectively, with the increase primarily due to higher incentive compensation accruals driven by this year’s improvement in our unit trading price.
 
Interest Expense, Net
 
 
Three Months Ended March 31,
(in thousands)
2017
 
2016
Interest income
$
2

 
$
3

Interest expense
(1,128
)
 
(811
)
Capitalized interest
116

 
150

Interest expense, net
$
(1,010
)
 
$
(658
)

The Partnership’s and Fund III’s debt arrangements with Northwest Farm Credit Services (NWFCS) are included in the latter’s patronage program, which rebates a portion of interest paid in the prior year back to the borrower. This NWFCS patronage program is a feature common to most of this lender’s loan agreements. The patronage program reduced interest

21



expense by $314,000 and $251,000 for the first quarters of 2017 and 2016, respectively. The increases in interest expense and the patronage rebate are due to higher debt balances in 2017.
Capitalized interest decreased from 2016 to 2017 due to the reduction in basis from 2016 completed construction activity at Harbor Hill.

Income Tax
 
The Partnership recorded income tax expense of $56,000 and $50,000 for the quarters ended March 31, 2017 and 2016, 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 (Loss).

Noncontrolling interests-ORM Timber Funds
 
The line item “Net and comprehensive (income) loss attributable to noncontrolling interests-ORM Timber Funds” represents the combination of the portions of the net income or loss for the Funds which are attributable to third-party owners; 80% for Fund II, 95% for Fund III, and 85% for Fund IV.

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 our assessment, commercial credit arrangements with banks or other financial institutions. During periods of reduced operating cash flows, we have available to us a line of credit that can be accessed in order to provide for liquidity needs. We expect that funds generated internally from operations and externally through financing will provide the required resources for the Partnership’s operations and capital expenditures for at least the next twelve months.

The Partnership’s debt consists of mortgage debt with fixed and variable interest rate tranches and an operating line of credit with Northwest Farm Credit Services (NWFCS). The mortgage debt at March 31, 2017 includes $56.8 million in term loans with NWFCS structured in six tranches that mature from 2017 through 2028 and is collateralized by portions of the Partnership’s timberland. In addition, our commercial office building in Poulsbo, Washington is collateral for a $2.5 million loan from NWFCS that matures in 2023. We also have available, through July 1, 2017, a $21.0 million facility with NWFCS that matures in 2027. At March 31, 2017, $6.0 million was outstanding under this facility. Our $20.0 million operating line of credit matures April 1, 2020 and we had $11.0 million drawn as of March 31, 2017. The line of credit carries a variable interest rate that is based on the one-month LIBOR rate plus 1.5%.
 
These debt agreements contain covenants that are measured quarterly. Among the covenants measured is a requirement that the Partnership maintain an interest coverage ratio of 3:1 and 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 March 31, 2017 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.
 

22



The $7.2 million increase in cash generated for the three months ended March 31, 2017 compared to March 31, 2016 is explained in the following table:
 
 
Three Months Ended March 31,
(in thousands)
2017
 
Change
 
2016
Cash provided by (used in) operating activities
$
2,724

 
$
4,684

 
$
(1,960
)
 
 
 
 
 
 
Investing activities
 
 
 
 
 
Reforestation and roads
(335
)
 
(72
)
 
(263
)
Capital expenditures
(23
)
 
99

 
(122
)
Proceeds from sale of property and equipment
11

 
(2
)
 
13

Acquisition of timberland - Partnership
(4,951
)
 
(4,951
)
 

Proceeds from sale of timberland - Funds
26,444

 
25,999

 
445

Cash provided by investing activities
21,146

 
21,073

 
73

Financing activities
 

 
 

 
 

Line of credit borrowings
10,000

 
8,500

 
1,500

Line of credit repayments
(7,000
)
 
(7,000
)
 

Repayment of long-term debt
(30
)
 
(2
)
 
(28
)
Debt issuances costs
(7
)
 
(7
)
 

Payroll taxes paid upon unit net settlements
(94
)
 
58

 
(152
)
Cash distributions to unitholders
(3,058
)
 
(15
)
 
(3,043
)
  Cash distributions to fund investors, net of distributions to Partnership
(23,083
)
 
(20,928
)
 
(2,155
)
  Capital call - ORM Timber Funds, net of Partnership contribution
825

 
825

 

Cash used in financing activities
(22,447
)
 
(18,569
)
 
(3,878
)
Net increase (decrease) in cash and cash equivalents
$
1,423

 
$
7,188

 
$
(5,765
)
 
The increase in cash provided by (used in) operating activities of $4.7 million resulted primarily from a 75% increase in timber harvest volume, offset partially by fewer Real Estate sales and an increase in Real Estate project expenditures in 2017.
 
Cash provided by investing activities during 2017 increased by $21.1 million compared to 2016 due primarily to the the sale of one of Fund II’s tree farms in January 2017, offset partially by Partnership timberland acquisitions in the first quarter of 2017.
 
Cash used in financing activities increased in the current year by $18.6 million due primarily to the distribution of the net proceeds from the sale of one of Fund II’s tree farms to that fund’s investors, offset partially by a net increase in borrowings under our operating line of credit and proceeds from Fund IV’s first capital call.
 
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 Investment 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.
 

23



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, excluding timberland acquisitions, for the full year 2017 are projected to be approximately $10.9 million. The most significant expenditures relate to finishing residential lots for sale to merchant homebuilders in our Harbor Hill project in the second and fourth quarters and the installation of a new wastewater treatment plant for the town of Port Gamble. The following table presents our capital expenditures by major category on a year-to-date basis and what we expect for the remainder of the year:
in millions
YTD
 
Remainder of Year
 
Total
 
 
 
 
 
 
Harbor Hill project development
$
1.1

 
$
4.6

 
$
5.7

Port Gamble wastewater treatment plant
0.3

 
1.1

 
1.4

Reforestation and roads
0.3

 
2.4

 
2.7

Other
0.5

 
0.6

 
1.1

 
$
2.2

 
$
8.7

 
$
10.9


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, cost allocations for purchased timberland, and environmental remediation liabilities.
 
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, 2016. 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 $110.5 million and $111.0 million at March 31, 2017 and December 31, 2016, 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 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 $3.7 million and result in a $273,000 change in interest expense from our variable-rate debt. 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

24



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.


25



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.

As we have disclosed previously, we have filed suit against the Washington State Department of Natural Resources (DNR) seeking contribution to cleanup costs for the environmental remediation of the Port Gamble site. On May 2, 2017, the Washington State Supreme Court granted review of the Court of Appeals’ December 2016 ruling in our favor that holds DNR liable under Washington’s Model Toxics Control Act as an owner or operator of the site.
 
ITEM 1A. RISK FACTORS
 
Item 1A.         RISK FACTORS
Risks Related to Our Industry and Our Markets

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. For example, interest rates are widely expected to rise in the coming periods. Should this occur, it could have a negative impact on the U.S. housing market. Demand from export markets for Pacific Northwest logs are affected by fluctuations in United States, Japanese and, increasingly, Chinese and Korean economies, the foreign currency exchange rate between these Asian currencies and the U.S. dollar, as well as by ocean transportation costs. Further, the prices we realize for our logs depend in part upon competition, and the October 2015 expiration of the Softwood Lumber Agreement between the United States and Canada, combined with a weak Canadian currency, has had the effect of increasing the supply of logs from Canada to the U.S., exerting downward pressure on log prices. The U.S. presidential administration recently announced an intention to levy tarriffs on Canadian logs and wood products, which in addition to the intended effects of improving demand for U.S. logs, may ultimately prove to increase competition for export sales and also may create volatility in log markets and may ultimately have an adverse impact on domestic housing starts and, therefore, on domestic demand.

Our Fee Timber and Timberland Investment Management segments are highly dependent upon sales of commodity products. Our revenues from our forestry businesses, which comprise our Fee Timber and our Timberland Investment Management segments, are widely available from producers in other regions of the United States, as well as Canada and a number of other countries. We are therefore subject to risks associated with the production of commonly available products, such that an increase in supply from abroad as a result of overproduction by competitors in other nations or as a result of changes in currency exchange rates, may reduce the demand for our products in some or all of the markets in which we do business. A bilateral agreement between the United States and Canada, called the Softwood Lumber agreement, had been intended to help manage potentially harmful effects of international competition between our countries, but that agreement expired in October 2015 and has not yet been renewed. The competitive effects of this expiration are likely to impact our business in the future, although management cannot predict accurately the precise effects. Similarly, from time to time in the past we have seen, and in the future we may experience, an increase in supply or a reduction in demand as a result of international tensions or competition that are beyond our control and that may not be predictable.

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 impacted significantly 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. Similarly, certain activist groups in Oregon have proposed a ballot initiatives that would eliminate clearcutting, which is the predominant harvest practice across our geographic region and similar groups have proposed bans on pesticides, on various methods of applying pesticides, and other practices that are commonly used to promote efficient, sustainable forestry practices. While these initiatives have thus far failed to gain traction, such initiatives, alone or in combination, may limit the portion of our timberlands that is eligible for harvest, may make it more expensive or less efficient to harvest all or certain portions of our timberlands, or may restrict other aspects of our operations. Additional regulations, whether or not adopted in response to such events, may make it more difficult

26



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 increase the cost or reduce available inventory thereby reducing income. Any such additional restrictions would likely have a similar effect on our Timberland Investment Management operations. We cannot offer assurances that we will not be alleged to have failed to comply with these regulations, or we may face a reduction in revenues or an increase in costs as a result of complying with newly adopted statutes, regulations and court or administrative decisions. 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.

Environmental and other activist groups may have an adverse impact on the value of our assets or on our ability to generate revenues from our timberlands. In recent years we have seen an increase in activities by environmental groups, Native American tribes, and other activists in the legislative, administrative and judicial processes that govern all aspects of our operations. For example, on more than one occasion the Washington Department of Ecology applied more stringent regulatory standards to our existing environmental remediation operations at Port Gamble, Washington, after soliciting or receiving input from tribal representatives. These revisions substantially increased the cost associated with our pre-existing remediation plans, and we cannot offer assurances that similar actions will not further protract the process or increase remediation costs. Similarly, citizens’ and environmental groups have significant influence in the entitlement and zoning processes that affect our Real Estate operations. These activities are not likely to diminish in the foreseeable future, and in some instances may have a material impact upon the revenues we can generate from our properties or upon the costs of generating those revenues.

Our businesses are highly dependent upon domestic and international macroeconomic factors. Both our timberland operations and our real estate operations are highly influenced by housing markets. Our Fee Timber and Timberland Investment Management segments depend upon housing and construction markets in the United States and in other Pacific Rim countries, and our geographic concentration in the Pacific Northwest increases our exposure to economic, labor and shipping risks that are tied to this particular area. Similarly, our Real Estate segment depends upon a highly localized demand in the Puget Sound region of Western Washington. Factors that affect these markets will have a disproportionate impact on our business, and may be difficult or impossible to predict or estimate accurately.

We face increasing competition from engineered and recycled products. Our Fee Timber and Timberland Investment Management segments derive substantially all their revenues from the market for softwood logs and wood products derived from them. Recent years have witnessed the emergence of plastic, fiberglass, wood composite and recycled products, as well as metal products in certain industries, that may have the effect of reducing demand for our products. As these products evolve, and as other competitive products may be developed, we may face a decline in log price realizations that would have an adverse impact on our revenues, our earnings and the value of our assets.

As a property owner and seller, we face environmental risks associated with events that occur or that may be alleged to have occurred on our properties. Various federal and state environmental laws in the states in which we operate place liability for environmental contamination on the current and former owners of real estate on which contamination is discovered. These laws are often a source of “strict liability,” meaning that an owner or operator need not necessarily have caused, or even been aware of, the release of hazardous substances. Such a circumstance applies to our operations at Port Gamble, Washington, for example, where contamination occurred prior to the formation of the Partnership. If hazardous substances are discovered or are alleged to have been released on property that we currently own or operate, that we have owned or operated in the past, or that we acquire or operate in the future, we may be subject to liability for the cost of remediating these properties without regard for our conduct or our knowledge of the events that led to the contamination or alleged contamination. These events would likely increase our expenses and might, in some cases, make it more difficult or impossible for us to continue operating our timberlands or to sell parcels of real estate for a price we would deem reasonable, or at all.

Risks Relating to Our Operations

We have certain environmental remediation liabilities associated with our Port Gamble property, and that liability may increase. We currently own certain real estate at Port Gamble on the Kitsap Peninsula in western Washington. Sediments adjacent to these properties were alleged to have been impacted by operations of the former owner of the property, Pope & Talbot, Inc. However, as current owner of Port Gamble, 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”) in the form of a consent decree (“CD”) and clean-up action plan (“CAP”) that provides for the cleanup of Port Gamble Bay. Together, these documents outline the terms under which the Partnership will conduct

27



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. We appealed the Superior Court’s ruling and ten public and/or private entities, including DOE, filed or joined in amicus briefs in support of our position, arguing that DNR is liable as an owner or operator of the site. On December 28, 2016, The Washington State Court of Appeals (Division II) reversed the superior court’s summary judgment order, ruling that DNR is liable under MTCA as an owner or operator of the site. DNR has appealed this ruling to the Washington State Supreme Court. 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. Additionally, certain environmental laws allow state, federal, and tribal trustees (collectively, the Trustees) to bring suit against property owners to recover damages for injuries to natural resources (NRD). Like the liability that attaches to current property owners in the cleanup context, liability for natural resource damages can attach to a property owner simply because an injury to natural resources resulted from releases of hazardous substances on that owner’s property, regardless of culpability for the release. The Trustees are alleging that Pope Resources has NRD liability because of releases that occurred on its property. We have been in discussions with the Trustees regarding their claims, and the alleged conditions in Port Gamble Bay. We have also been discussing restoration alternatives that might address the damages the Trustees allege. Discussions with the Trustees may result in an obligation for us to fund NRD assessment and restoration activities that are greater than we have estimated. The outcome of this matter is too uncertain for us to determine the likelihood or potential amount of any such obligation at this time.

Management continues to monitor the Port Gamble cleanup processes closely. The $9.4 million remediation accrual as of March 31, 2017 represents our current estimate of the remaining cleanup cost and most likely outcome to various contingencies. These estimates are predicated upon a variety of factors, including the actual amount of the ultimate cleanup costs. The liability is 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 for matters covered by the decree, but does not eliminate it entirely. DOE reserves the right to reopen the CD if new information regarding factors previously unknown to the agency requires further remedial action. While unlikely, a reopening of the CD 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 have increased our leverage in recent periods, which may give rise to additional risks that have not historically accompanied our operations. As discussed in the notes to the financial statements, we have recently increased the Partnership’s leverage and its borrowing capacity to expand our timberland holdings and invest in our Real Estate operations. The Partnership’s total outstanding debt was $76.4 million at March 31, 2017, of which $27.0 million bears interest at variable rates, with the balance at fixed rates. The increase in debt, particularly that portion that carries variable interest rates, exposes us to certain additional risks, including the possibility that we may face additional interest expense, particularly in an economic environment that includes rising interest rates, as are expected in the United States in coming periods. In addition, generally speaking, an increase in our indebtedness may limit our ability to defer timber harvests and potentially restricts our flexibility to take advantage of other investment opportunities that might otherwise benefit our business. In extreme cases, we could be placed in a position in which we default under one or more of our credit arrangements, which could require us to pledge additional portions of our timberland as collateral for our indebtedness or which might require us to take other actions or expose us to other remedies that could have a material adverse effect upon our assets, operations or business.

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.

Our operations are geographically concentrated, and we may face greater impacts from localized events than would more geographically diverse timber companies. Because our operations are conducted exclusively west of the Cascade Mountains of the Pacific Northwest, between northern California and the Canadian border, regionalized events and conditions may have a more pronounced impact upon our operations than they might upon a more geographically diverse

28



timber company. For example, disease and insect infestations tend to be local or regional in scope, and because our Fee Timber and Timberland Investment Management businesses are geographically concentrated, events of this nature may affect our operations more significantly than they might a similarly situated company whose operations are more widely dispersed. Similarly, because the vast majority of our Real Estate operations are limited to the Puget Sound region of Western Washington, regional impacts such as growth patterns, weather patterns and natural disasters, as well as socio-political events such as environmental and land use initiatives, may disproportionately affect that segment more significantly than a company whose operations are less concentrated.
 
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. 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 Investment Management segment in the context of raising capital for investment in Pacific Northwest-based timber funds.

Our timber investment fund business depends upon establishing and maintaining a strong reputation among investors, and on our ability to maintain strong relationships with existing and prospective investors in our Funds. Our ability to expand our operations using our private equity timber fund strategy depends to a significant degree upon our ability to maintain and develop our expertise in managing timberlands in a manner that generates investment returns for prospective Fund investors. Events or conditions that adversely impact this capacity, including events that damage our reputation or our relationship with Fund investors, may make it more difficult to grow our operations using this strategy, and in some instances may result in actual or alleged liability to our investors. Any such events may cause a reduction in our revenues or may cause us to realize less than the optimum potential of our assets.

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 inherent in our line of business. Moreover, the timber industry has experienced 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 investors that competition will not have a material and adverse effect on our results of operations or our financial condition.

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 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, we do carry fire insurance on a portion of our timberland portfolio.


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We rely on experienced contract loggers and truckers who are at times in short supply and who may seek consistent work.  We rely on contract loggers and truckers for the production and transportation, respectively, of our products to customers. The pool of available contractors is limited and can result in an increase in harvest and haul costs as harvest volumes increase regionally. In addition, contractors may value continuity of work which influences contractor availability and the selection of contract bidders. A commitment to more continuous work could reduce our flexibility to time markets, affecting total returns.

Risks Relating to Ownership of Our Securities

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 controlling 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 “qualifying units,” which generally 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 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 have a limited market capitalization and a relatively low historic trading volume, as a result of which the trading prices of our units may be more volatile than would an investment in a more liquid security. Our relatively small public float and our limited trading volume may, in some instances, make trading in our units more volatile, as a result of which our price may deviate more significantly, and opportunities to buy or sell our units may be more limited, than investors might experience with a more liquid market. This circumstance may be magnified during times of significant or prolonged selling pressure on our securities.

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.
 
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.



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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

31



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 May 8, 2017.
 
 
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)


32
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:
May 8, 2017
/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:
May 8, 2017
/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 March 31, 2017, 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