Document


SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
  
 
Date of Report (Date of Earliest Event Reported) November 3, 2017
 
 
Pope Resources, A Delaware Limited Partnership
(Exact name of registrant as specified in its charter)
  
 
Delaware
(State or other jurisdiction of
incorporation or organization)
91-1313292
(I.R.S. Employer
Identification No.)
 
  
19550 Seventh Avenue NE, Poulsbo, Washington       98370
(Address of principal executive offices)                (ZIP Code)
 
 
Registrant's telephone number, including area code (360) 697-6626

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





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

On November 3, 2017, the registrant issued a press release relating to its earnings for the quarter ended September 30, 2017. A copy of that press release is furnished herewith as Exhibit 99.1.
   
Item 9.01
FINANCIAL STATEMENTS AND EXHIBITS

The information included in Exhibit 99.1 pursuant to Item 9.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
  
Exhibit No.
Description
 
 
99.1
  
SIGNATURES 
 
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 
 
 
POPE RESOURCES, A DELAWARE LIMITED PARTNERSHIP
 
 
 
 
 
 
DATE: November 3, 2017
BY:  
/s/ Daemon P. Repp
 
 
Daemon P. Repp
 
 
Director of Finance, Pope Resources, A Delaware Limited Partnership, and Pope MGP, Inc., General Partner





Exhibit 99.1
Press Release of the Registrant dated November 3, 2017



Exhibit




https://cdn.kscope.io/c67290e8c08f68996afb3fe6ff875be9-popelogoa25.jpg
Contact: Daemon Repp
Director of Finance
360.697.6626
investors@orminc.com

NEWS RELEASE

FOR IMMEDIATE RELEASE                             NASDAQ:POPE

POULSBO, Wash.
November 3, 2017

POPE RESOURCES REPORTS THIRD QUARTER INCOME OF $1.7 MILLION

Pope Resources (NASDAQ:POPE) reported net income attributable to unitholders of $1.7 million, or $0.38 per ownership unit, on revenue of $18.8 million for the quarter ended September 30, 2017. This compares to net income attributable to unitholders of $2.0 million, or $0.45 per ownership unit, on revenue of $13.2 million for the third quarter of 2016.

Net income attributable to unitholders for the nine months ended September 30, 2017 totaled $5.2 million, or $1.17 per ownership unit, on revenue of $52.0 million. This compares to net income attributable to unitholders of $1.4 million, or $0.30 per ownership unit, on revenue of $37.0 million for the nine months ended September 30, 2016.

Cash provided by operations for the quarter ended September 30, 2017 was $1.8 million, compared to cash used in operations of $4.7 million for the third quarter of 2016. For the nine months ended September 30, 2017, cash provided by operations was $7.4 million, compared to cash used in operations of $9.0 million in the corresponding period of 2016.

“These are good times to be a log-seller in the Pacific Northwest,” said Tom Ringo, President and CEO. “Log supply in our region was crimped in Q3 by forest fires, none of which touched our lands. An additional supply limitation was low log/haul contractor availability to flex harvest volumes upward in the region.  Meanwhile, demand remained strong as a slow-but-steady healing in US housing has strengthened domestic lumber producers even as export buyers continue to bid for PNW logs.  We anticipate that Q4 will bring more of this upward-trending log market as operating curtailments due to winter weather replace fire as a supply constraint.”

Mr. Ringo added, “Our Real Estate segment continues to enjoy the benefits of a strong Seattle metro area housing market, especially in our Gig Harbor project where in the fourth quarter we expect to close on the sale of the remaining lots that we constructed over the course of the year.”

Third quarter highlights

Harvest volume was 21.3 million board feet (MMBF) in Q3 2017 compared to 17.0 MMBF in Q3 2016, a 25% increase. Harvest volume for the first nine months of 2017 was 71.9 MMBF compared

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to 53.6 MMBF for the corresponding period of 2016, a 34% increase. These harvest volume figures do not include timber deed sales of 3.6 MMBF and 6.0 MMBF for the quarter and nine months ended September 30, 2017, respectively, and 1.3 MMBF for both the quarter and nine months ended September 30, 2016. The harvest volume and log price realization metrics cited below also exclude these timber deed sales, except as noted otherwise.
The average realized log price was $657 per thousand board feet (MBF) in Q3 2017, a 15% increase compared to $573 per MBF in Q3 2016. For the first nine months of 2017, the average realized log price was $621 per MBF compared to $574 per MBF for the corresponding period of 2016, an 8% increase.
As a percentage of total harvest, volume sold to domestic markets in Q3 2017 decreased to 62% from 65% in Q3 2016, while the mix of volume sold to export markets increased to 24% in Q3 2017 from 16% in Q3 2016. For the first nine months of 2017, the relative percentages of volume sold to domestic and export markets were 60% and 23%, respectively, compared to 64% and 16%, respectively, in the corresponding period of 2016. Hardwood and pulpwood log sales make up the balance of harvest volume.
During the quarter, our Real Estate segment sold 15 lots from our Harbor Hill development in Gig Harbor, Washington, as well as six other residential lots for total revenue of $2.5 million.
During the quarter, the Partnership repurchased 8,171 units at an average price of $72.40 per unit under our unit repurchase plan. Through the first nine months of 2017, the Partnership has repurchased 8,915 units at an average price of $72.75, leaving $551,000 remaining under the plan through June 2018.

Third quarter operating results

Fee Timber:
Fee Timber operating income for Q3 2017 was $4.1 million compared to $3.3 million for Q3 2016, a 24% increase. This change was driven primarily by a 36% increase in harvest volume (including timber deed sales), and 15% higher average realized log prices, which was partially offset by a 65% increase in cost of sales due to the higher volume as well as greater depletion expense attributable to the relative share of harvest volume (including timber deed sales) from the Funds rising to 52% in Q3 2017 from 33% in Q3 2016.

Fee Timber operating income for the first nine months of 2017 was $25.3 million compared to $8.8 million in the corresponding period of 2016, in part because 2017 results included a $12.5 million gain on the sale of a 6,500-acre tree farm from Fund II, compared to 2016 results which included a $226,000 gain on the sale of 205 acres of Fund timberland. Excluding these timberland sales, Fee Timber operating income was $12.8 million in 2017 and $8.5 million in 2016, a 51% increase. This change resulted primarily from a 42% increase in harvest volume (including timber deed sales), and 8% higher average realized log prices in 2017. These factors were offset partially by a 54% increase in cost of sales due to the higher volume as well as greater depletion expense attributable to the relative share of harvest volume (including timber deed sales) from the Funds rising to 50% in 2017 from 41% in 2016.

Timberland Investment Management:
Operating losses incurred by this segment for Q3 2017 and Q3 2016 totaled $679,000 and $644,000, respectively, after eliminating revenue earned from managing the Funds of $829,000 and $772,000 for Q3 2017 and Q3 2016, respectively. The increase in operating loss is primarily attributable to professional fees associated with the late 2016 launch of our fourth timber fund, as well as additional personnel costs to acquire Pacific Northwest timberlands with this additional capital.

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Operating losses incurred by this segment for first nine months of 2017 and 2016 totaled $2.4 million and $1.9 million, respectively, after eliminating management fees earned from the Funds of $2.5 million and $2.4 million for the first nine months of 2017 and 2016, respectively.

Real Estate:
Our Real Estate segment posted an operating loss of $491,000 for Q3 2017 and operating income of $463,000 for Q3 2016. The Q3 2016 results included sales of undeveloped land with a comparatively low basis, yielding a gross margin $774,000 higher than in Q3 2017. In addition, operating expenses were $153,000 higher in Q3 2017 compared to Q3 2016 due primarily to legal and professional fees in connection with planning and development for a number of properties, as well as for pursuing potential insurance recoveries for our Port Gamble environmental remediation costs.

For the first nine months of 2017, the Real Estate segment reported an operating loss of $3.2 million compared to an operating loss in the corresponding period of 2016 of $1.7 million. As with the quarterly results, the 2017 results included sales of land at lower gross margins compared to 2016 and higher operating expenses.

General & Administrative (G&A):
G&A expenses were relatively flat at $1.1 million for Q3 2017 and $1.2 million for Q3 2016. For the first nine months of 2017, G&A expenses were $4.2 million compared to $3.8 million for the corresponding period of 2016, with the increase primarily due to higher personnel costs, particularly equity-based compensation, and professional fees.

Outlook

We expect our total 2017 harvest volume to be between 111 and 115 MMBF, including timber deed sales. In our Real Estate segment, we expect to close in the fourth quarter on the sale of up to 78 additional single-family lots from our Harbor Hill project, up to four additional residential lots from other properties, and a potential conservation easement sale.

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

About Pope Resources

Pope Resources, a publicly traded limited partnership, and its subsidiaries Olympic Resource Management and Olympic Property Group, own or manage 210,000 acres of timberland and development property in Washington, Oregon, and California. These acres include three private equity timber funds that we manage, co-invest in, and consolidate in our financial statements and from which we earn management fees. These funds provide an efficient means of investing our own capital in Pacific Northwest timberland and earning fee revenue from managing the funds for third-party investors. The Partnership and its predecessor companies have owned and managed timberlands and development properties for over 160 years. Additional information on the company can be found at www.poperesources.com. The contents of our website are not incorporated into this release or into our filings with the Securities and Exchange Commission.

Forward Looking Statements

This press release contains a number of projections and statements about our expected financial condition, operating results, business plans and objectives, and about management’s plans for future operations and strategies. These statements reflect management’s estimates based on current goals and its expectations about future developments. Because these statements describe our goals, objectives, and anticipated performance,

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they are inherently uncertain, and some or all of these statements may not come to pass. Accordingly, they should not be interpreted as promises of future management actions or financial performance. Our future actions and actual performance will vary from current expectations and under various circumstances the results of these variations may be material and adverse. Among those forward-looking statements contained in this report are statements about management’s expectations for future log prices, harvest volumes and markets, and statements about our expectations for future sales in our Real Estate segment. Readers, however, should note that all statements other than expressions of historical fact are forward-looking in nature. Some of the factors that may cause actual operating results and financial condition to fall short of expectations, or that may cause us to deviate from our current plans, include our ability to accurately predict fluctuations in log markets domestically and internationally, and to adjust our harvest volumes in a timely and appropriate manner; political sensitivities and events, including the reactions of foreign governments and international treaty organizations and similar bodies, that may affect the cost of competing products and demand for our products; our ability to anticipate and manage interest rate risk as it affects our borrowing costs; fluctuations in interest rates that affect the U.S. housing market and related demand for our products from that market; our ability to estimate the cost of ongoing and changing environmental remediation obligations, including our ability to anticipate and address the political and regulatory climate that impacts these obligations; our ability to consummate various pending and anticipated real estate transactions on the terms management expects; housing market conditions that affect demand for both our forest products and our real estate offerings; our ability to manage our timber funds and their assets in a manner that our investors consider acceptable, and to raise additional capital or establish new funds on terms that are advantageous to the Partnership; conditions in the housing construction and wood-products markets, both domestically and globally, that affect demand for our products; the effects of competition, particularly by larger and better-financed competitors; fluctuations in foreign currency exchange rates that affect both competition for sales of our products and our customers’ demand for them; conditions affecting credit markets as they affect the availability of capital and costs of borrowing for us, and the related impacts on purchasers of forest products and development properties; labor, equipment and transportation costs that affect our net income; our ability to anticipate and mitigate potential impacts of our operations on adjacent properties; the impacts of natural disasters on our timberlands and on surrounding areas; and our ability to discover and to accurately estimate other liabilities associated with our assets. Other factors are set forth in that part of our Quarterly Report on Form 10-Q entitled “Risk Factors,” and in our other filings with the Securities and Exchange Commission from time to time.

Forward-looking statements in this release are made only as of the date shown above, and we cannot undertake to update these statements.




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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(all amounts in $000’s, except per unit amounts)
 
 
 
 
 
 
 
 
 
Quarter ended September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue
$
18,803

 
$
13,178

 
$
52,039

 
$
36,960

Cost of sales
(11,388
)
 
(6,211
)
 
(31,568
)
 
(20,822
)
Operating expenses
(5,654
)
 
(4,982
)
 
(17,536
)
 
(15,059
)
Gain on sale of timberland
44

 

 
12,547

 
226

Operating income
1,805

 
1,985

 
15,482

 
1,305

Interest expense, net
(1,179
)
 
(953
)
 
(3,306
)
 
(2,358
)
Income (loss) before income taxes
626

 
1,032

 
12,176

 
(1,053
)
Income tax expense
(46
)
 
(116
)
 
(105
)
 
(166
)
Net income (loss)
580

 
916

 
12,071

 
(1,219
)
Net (income) loss attributable to noncontrolling interests
1,078

 
1,054

 
(6,885
)
 
2,590

Net income attributable to Pope Resources’ unitholders
$
1,658

 
$
1,970

 
$
5,186

 
$
1,371

 
 
 
 
 
 
 
 
Basic and diluted weighted average units outstanding
4,324

 
4,312

 
4,325

 
4,312

 
 
 
 
 
 
 
 
Basic and diluted earnings per unit
$
0.38

 
$
0.45

 
$
1.17

 
$
0.30



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CONDENSED CONSOLIDATING BALANCE SHEETS
(all amounts in $000’s)
 
 
 
 
 
 
 
 
 
 
 
September 30, 2017
 
December 31, 2016
Assets:
Pope
 
ORM
Timber Funds
 
Consolidating Entries
 
 Consolidated
 
 
Cash
$
1,345

 
$
2,960

 
$

 
$
4,305

 
$
2,937

Land and timber held for sale
9,513

 

 


 
9,513

 
20,503

Other current assets
3,625

 
1,489

 
(605
)
 
4,509

 
8,766

  Total current assets
14,483

 
4,449

 
(605
)
 
18,327

 
32,206

Timber and roads, net
68,926

 
203,903

 


 
272,829

 
279,793

Timberland
19,026

 
36,105

 


 
55,131

 
54,369

Land held for development
25,965

 


 


 
25,965

 
24,390

Buildings and equipment, net
5,385

 
11

 


 
5,396

 
5,628

Investment in ORM Timber Funds
14,064

 


 
(14,064
)
 

 

Deferred tax and other assets
1,134

 


 


 
1,134

 
2,664

    Total assets
$
148,983

 
$
244,468

 
$
(14,669
)
 
$
378,782

 
$
399,050

 
 
 
 
 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
$
3,935

 
$
2,437

 
$
(605
)
 
$
5,767

 
$
7,279

Current portion of long-term debt
122

 
 
 


 
122

 
5,119

Current portion of environmental remediation
3,419

 


 


 
3,419

 
8,650

  Total current liabilities
7,476

 
2,437

 
(605
)
 
9,308

 
21,048

Long-term debt
82,857

 
57,285

 


 
140,142

 
125,291

Environmental remediation and other long-term liabilities
3,287

 


 


 
3,287

 
4,247

  Total liabilities
93,620

 
59,722

 
(605
)
 
152,737

 
150,586

Partners’ capital
55,363

 
184,746

 
(184,746
)
 
55,363

 
59,133

Noncontrolling interests
 
 
 
 
170,682

 
170,682

 
189,331

    Total liabilities and equity
$
148,983

 
$
244,468

 
$
(14,669
)
 
$
378,782

 
$
399,050



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RECONCILIATION BETWEEN NET INCOME (LOSS) AND CASH FLOWS FROM OPERATIONS
(all amounts in $000’s)
 
 
 
 
 
 
 
 
 
Quarter ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net income (loss)
$
580

 
$
916

 
$
12,071

 
$
(1,219
)
Add back (deduct):
 
 
 
 
 
 
 
Depletion
4,252

 
1,908

 
12,737

 
6,101

Equity-based compensation
166

 
162

 
950

 
756

Real estate project expenditures
(2,202
)
 
(5,373
)
 
(6,496
)
 
(10,598
)
Depreciation and amortization
141

 
183

 
393

 
554

Deferred taxes and other
(34
)
 
49

 
10

 
49

Cost of land sold
1,669

 
102

 
1,970

 
1,139

Gain on sale of timberland
(44
)
 

 
(12,547
)
 
(226
)
Gain on disposal of property and equipment

 

 
(3
)
 
(24
)
Change in environmental remediation liability
(1,902
)
 
(1,105
)
 
(6,182
)
 
(5,280
)
Change in other operating accounts
(838
)
 
(1,502
)
 
4,505

 
(209
)
Cash provided by (used in) operations
$
1,788

 
$
(4,660
)
 
$
7,408

 
$
(8,957
)

SEGMENT INFORMATION
(all amounts in $000’s)
 
 
 
 
 
 
 
 
 
Quarter ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Partnership Fee Timber
$
8,898

 
$
7,834

 
$
26,173

 
$
20,358

Funds Fee Timber
7,082

 
3,231

 
22,061

 
12,729

    Total Fee Timber
15,980

 
11,065

 
48,234

 
33,087

Timberland Investment Management

 

 

 
8

Real Estate
2,823

 
2,113

 
3,805

 
3,865

    Total
$
18,803

 
$
13,178

 
$
52,039

 
$
36,960

Operating income (loss):
 
 
 
 
 
 
 
Fee Timber
$
4,109

 
$
3,317

 
$
25,322

 
$
8,770

Timberland Investment Management
(679
)
 
(644
)
 
(2,396
)
 
(1,913
)
Real Estate
(491
)
 
463

 
(3,204
)
 
(1,738
)
General & Administrative
(1,134
)
 
(1,151
)
 
(4,240
)
 
(3,814
)
    Total
$
1,805

 
$
1,985

 
$
15,482

 
$
1,305



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SELECTED STATISTICS
 
 
 
 
 
 
 
 
 
 
 
 
 
Quarter ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
Log sale volumes by species (million board feet):
 
 
 
 
 
 
 
Sawlogs
 
 
 
 
 
 
 
Douglas-fir
11.0

 
9.8

 
40.8

 
27.9

Whitewood
6.2

 
3.0

 
15.0

 
11.1

Pine
1.1

 
0.5

 
2.4

 
1.7

Cedar
0.1

 
0.5

 
1.2

 
2.5

Hardwood
0.4

 
0.8

 
1.8

 
2.0

Pulpwood - all species
2.5

 
2.4

 
10.7

 
8.4

Total
21.3

 
17.0

 
71.9

 
53.6

 
 
 
 
 
 
 
 
Log sale volumes by destination (million board feet):
 
 
 
 
 
 
 
Domestic
13.3

 
11.0

 
43.1

 
34.3

Export
5.1

 
2.8

 
16.2

 
8.9

Hardwood
0.4

 
0.8

 
1.8

 
2.0

Pulpwood
2.5

 
2.4

 
10.8

 
8.4

Subtotal log sale volumes
21.3

 
17.0

 
71.9

 
53.6

Timber deed sale
3.6

 
1.3

 
6.0

 
1.3

Total
24.9

 
18.3

 
77.9

 
54.9



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Average price realizations by species (per thousand board feet):
Quarter ended September 30,
 
Nine months ended September 30,
 
2017
 
2016
 
2017
 
2016
Sawlogs
 
 
 
 
 
 
 
Douglas-fir
$
749

 
$
629

 
$
697

 
$
615

Whitewood
651

 
506

 
602

 
524

Pine
472

 
418

 
488

 
478

Cedar
1,306

 
1,321

 
1,376

 
1,370

Hardwood
685

 
640

 
665

 
571

Pulpwood - all species
303

 
284

 
295

 
296

Overall
657

 
573

 
621

 
574

 
 
 
 
 
 
 
 
Average price realizations by destination (per thousand board feet):
 
 
 
 
 
 
 
Domestic
$
679

 
$
621

 
$
663

 
$
629

Export
767

 
621

 
720

 
631

Hardwood
685

 
640

 
665

 
571

Pulpwood
303

 
284

 
295

 
296

Overall log sales
657

 
573

 
621

 
574

Timber deed sale
343

 
381

 
322

 
381

 
 
 
 
 
 
 
 
Timberland acres owned by the Partnership
120,000

 
119,000

 
120,000

 
119,000

Timberland acres owned by Funds
88,000

 
94,000

 
88,000

 
94,000

Depletion expense per MBF - Partnership tree farms
$
72

 
$
67

 
$
72

 
$
52

Depletion expense per MBF - Fund tree farms
$
264

 
$
181

 
$
254

 
$
196

Capital and development expenditures ($000’s)
$
2,828

 
$
5,750

 
$
8,323

 
$
12,033



9




PERIOD TO PERIOD COMPARISONS
(Amounts in $000’s except per unit data)
 
 
 
 
 
Q3 2017 vs.
 
YTD 2017 vs.
 
Q3 2016
 
YTD 2016
Net income attributable to Pope Resources’ unitholders:
 
 
 
2017 period
$
1,658

 
$
5,186

2016 period
1,970

 
1,371

   Variance
$
(312
)
 
$
3,815

 
 
 
 
Detail of earnings variance:
 
 
 
Fee Timber
 
 
 
Log volumes (A)
$
2,464

 
$
10,504

Log price realizations (B)
1,789

 
3,379

Gain on sale of timberland
44

 
12,321

Timber deed sale
750

 
1,460

Production costs
(1,322
)
 
(3,312
)
Depletion
(2,344
)
 
(6,636
)
Other Fee Timber
(589
)
 
(1,164
)
Timberland Investment Management
(35
)
 
(483
)
Real Estate
 
 
 
Land sales
(757
)
 
(780
)
Other Real Estate
(197
)
 
(686
)
General & Administrative costs
17

 
(426
)
Net interest expense
(226
)
 
(948
)
Income taxes
70

 
61

Noncontrolling interest
24

 
(9,475
)
Total variance
$
(312
)
 
$
3,815


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


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