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) February 28, 2018
 
 
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 February 28, 2018, the registrant issued a press release relating to its earnings for the quarter year ended December 31, 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, and any information contained on our web site, 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
 
 
  
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: February 28, 2018
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 February 28, 2018



Exhibit




https://cdn.kscope.io/eb790a6d20c49046b4094ad7fc3bcc86-popelogoa17.jpg
NEWS RELEASE


POPE RESOURCES REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS

POULSBO, WA, February 28, 2018 /PRNewswire/ - Pope Resources (NASDAQ:POPE) reported net income attributable to unitholders of $12.7 million, or $2.92 per ownership unit, on revenue of $47.8 million for Q4 2017. This compares to net income attributable to unitholders of $4.6 million, or $1.05 per ownership unit, on revenue of $43.5 million for Q4 2016. The Q4 2016 results included a $7.7 million increase in the environmental remediation liability for Port Gamble Bay and the former millsite. Excluding this charge, adjusted net income attributable to unitholders for Q4 2016 was $12.3 million, or $2.82 per ownership unit.

Full-year 2017 net income attributable to unitholders totaled $17.9 million, or $4.10 per ownership unit, on revenue of $99.8 million. This compares to full-year 2016 net income attributable to unitholders of $5.9 million, or $1.35 per ownership unit, on revenue of $80.4 million. Excluding the $7.7 million environmental remediation charge, adjusted net income attributable to unitholders was $13.6 million, or $3.14 per ownership unit, for the year ended December 31, 2016.

Cash provided by operations was $24.6 million for the current quarter, versus $14.1 million for the prior year quarter. These results are net of cash outlays for previously accrued environmental remediation expenses related to the clean-up of Port Gamble Bay of $1.6 million in Q4 2017 and $6.4 million in Q4 2016.

Full-year 2017 cash provided by operations was $32.0 million, versus $5.1 million for the prior year. These results are net of environmental remediation cash outlays of $7.8 million in 2017 and $11.7 million in 2016.

“We finished 2017 firing on all cylinders in each of our three primary business segments,” said Tom Ringo, President and CEO. “Log prices crept up throughout the year, closing at levels we have not realized for almost 25 years. Fund IV signed purchase and sale agreements to buy two separate tree farms comprising nearly 37,000 acres. Both transactions closed in January 2018 for a combined purchase price of $114 million. Over the last several years our Real Estate segment has set the template for big year-end finishes, and Q4 2017 was no exception as we closed on a $22 million suite of residential/commercial lot sales coupled with two conservation-oriented sales. Heading into 2018, we are buoyed by continued strength in our Pacific Northwest log markets, encouraged by the ongoing vigor of the Puget Sound housing market, and optimistic about new opportunities to place Fund IV’s committed capital.”

Fee Timber

Fee Timber operating income during Q4 2017 was $9.1 million, versus $8.2 million in Q4 2016. Shortened summer operations due to a late start from a wet spring that were then followed by logging restrictions from wildfires resulted in low log inventories at mills. This constrained supply was coupled with strong demand in the domestic and export markets. As a result, Q4 2017 average realized log prices increased 25% to $734

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per thousand board feet (MBF), versus $588 per MBF in Q4 2016. However, harvest volume, including timber deed sales, declined 20% to 33.7 MMBF, versus 42.4 MMBF in Q4 2016. Our harvest volume in Q4 2016 included the recapture of significant volume that had been deferred from earlier in the year, whereas our 2017 harvest volume was more evenly distributed throughout the year.

Timberland Investment Management (TIM)

During Q4 2017, ORM Timber Fund IV agreed to purchase its first two tree farms - one in southwest Oregon and another in western Washington - totaling 36,843 acres for $113.9 million. Both tree farms closed in January of 2018, resulting in a $17.0 million co-investment by the Partnership due to its 15% ownership in Fund IV. The two investments will generate $775,000 per year of third party asset management fees.

Operating losses incurred by this segment for Q4 2017 and Q4 2016 totaled $783,000 and $707,000, respectively, after eliminating revenue earned from managing the Funds of $874,000 and $892,000 for Q4 2017 and Q4 2016, respectively. The increase in operating loss is primarily attributable to additional personnel costs to acquire timberland for Fund IV.

Real Estate

Real Estate operating income during Q4 2017 was $7.8 million, versus an operating loss of $1.9 million in Q4 2016. In Q4 2017, we closed on sales totaling $22.3 million, versus $18.7 million in Q4 2016 when we also accrued $7.7 million in additional liability related to the clean-up of Port Gamble Bay.

During Q4 2017, our Harbor Hill development project in Gig Harbor, Washington had closings of $12.3 million from the sale of 78 residential lots and $3.5 million from the sale of an 11-acre business park. This compares to Q4 2016 closings at Harbor Hill of $14.3 million from the sale of 127 residential lots.

On the conservation front, during Q4 2017 the Partnership sold 1,504 acres from our holdings south of the Port Gamble townsite to Kitsap County for $4.0 million. The relatively low per acre value is due to our retention of a 25-year timber deed on over 1,300 acres of the sale. In Jefferson County, the Partnership sold 216 acres of non-strategic timberland to the Washington State Department of Natural Resources for $1.5 million. In Q4 2016, the Partnership closed on two separate conservation sales covering a combined 2,853 acres for $5.3 million.

Five other residential lots at two separate projects in Kitsap County were sold for a total of $1.0 million in Q4 2017.

General & Administrative (G&A)

G&A expenses during Q4 2017 totaled $1.5 million, versus $1.3 million during Q4 2016, with the increase in expenses due to higher incentive compensation and professional fees.

Capital Allocation, Liquidity

During the quarter, the Partnership invested $1.5 million into its joint venture apartment and townhome project on Bainbridge Island.


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In addition, the Partnership purchased 162 acres of timberland in Grays Harbor County for $928,000, which will be integrated into our Hood Canal tree farm. The Partnership contributed $775,000 to Fund IV representing our 15% share of earnest money deposits due on the two January 2018 acquisitions.

Also during the quarter, the Partnership repurchased 9,186 units for $657,000 at an average price of $71.49 per unit under our unit repurchase plan. This activity concluded our $1.2 million authorization from June 2017 and included the first repurchases under our new December 2017 authorization of $1.3 million. As of the end of Q4 2017, we have $1.2 million remaining on the current authorization that runs through December 2018.

The Partnership closed the quarter with cash of $1.8 million and debt of $70.2 million after paying off $12.8 million on our revolving credit facilities during the quarter. The Funds closed the quarter with cash of $1.6 million and debt of $57.3 million.

Outlook

We expect our total 2018 harvest volume to be 59 MMBF for the Partnership, and 76 MMBF for the Funds, including timber deed sales. The 59 MMBF for the Partnership includes 7 MMBF of volume from timber located on real estate properties that is not factored into our long-term, sustainable harvest plan. We plan to opportunistically harvest this volume in the coming year given the current strength in log markets.
We will continue to monitor log markets and adjust our harvest levels accordingly as the year progresses.

The Puget Sound housing market seems poised to remain strong, and we anticipate additional residential lot sales from our Harbor Hill project towards the end of 2018, as well as sales from other projects in Kitsap County. We expect to close on more conservation-related sales during 2018 as well.

The financial schedules accompanying this earnings release provide detail on individual segment results and operating statistics. In the next few days, we will also post an updated investor presentation to the Investor Relations section of our web site at www.poperesources.com.


About Pope Resources

Pope Resources, a publicly traded limited partnership, and its subsidiaries Olympic Resource Management and Olympic Property Group, own and manage 118,000 acres of timberland and 2,000 acres of development property in Washington. In addition, Pope Resources co-invests in and consolidates three private equity timber funds that own 125,000 acres of timberland in Washington, Oregon, and California. The Partnership and its predecessor companies have owned and managed timberlands and development properties for over 160 years. Additional information on the company can be found at www.poperesources.com. The contents of our website are not incorporated into this release or into our filings with the Securities and Exchange Commission.

Forward Looking Statements

This press release contains a number of projections and statements about our expected financial condition, operating results, business plans and objectives, and about management’s plans for future operations and strategies. These statements reflect management’s estimates based on current goals and its expectations about future developments. Because these statements describe our goals, objectives, and anticipated performance, they are inherently uncertain, and some or all of these statements may not come to pass. Accordingly, they

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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; increasing reliance on engineered, recycled, and other alternative products as a competitive factor for our products; 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.

Contact

Daemon Repp
Director of Finance
(360) 697-6626
investors@orminc.com



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CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(all amounts in $000's, except per unit amounts)
 
 
 
 
 
 
 
 
 
Quarter ended December 31,
 
Year ended December 31,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue
$
47,784

 
$
43,468

 
$
99,823

 
$
80,428

Cost of sales
(26,416
)
 
(26,451
)
 
(57,984
)
 
(47,273
)
Operating expenses
(6,798
)
 
(5,770
)
 
(24,334
)
 
(20,829
)
Environmental remediation

 
(7,700
)
 

 
(7,700
)
Gain on sale of timberland

 
769

 
12,547

 
995

Operating income
14,570

 
4,316

 
30,052

 
5,621

Interest expense, net
(1,165
)
 
(1,048
)
 
(4,471
)
 
(3,406
)
Income before income taxes
13,405

 
3,268

 
25,581

 
2,215

Income tax expense
(1,071
)
 
(86
)
 
(1,176
)
 
(252
)
Net income
12,334

 
3,182

 
24,405

 
1,963

Net (income) loss attributable to noncontrolling interests - ORM Timber Funds
369

 
1,389

 
(6,516
)
 
3,979

Net loss attributable to noncontrolling interests - Real Estate
2

 

 
2

 

Net income attributable to unitholders
$
12,705

 
$
4,571

 
$
17,891

 
$
5,942

 
 
 
 
 
 
 
 
Basic and diluted weighted average units outstanding
4,315

 
4,314

 
4,323

 
4,313

 
 
 
 
 
 
 
 
Basic and diluted earnings per unit
$
2.92

 
$
1.05

 
$
4.10

 
$
1.35



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CONDENSED CONSOLIDATING BALANCE SHEETS
(all amounts in $000's)
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
 
December 31, 2016
Assets:
Pope
 
ORM
Timber Funds
 
Consolidating Entries
 
 Consolidated
 
 
Cash
$
1,788

 
$
1,636

 
$

 
$
3,424

 
$
2,937

Restricted cash
1,860

 

 

 
1,860

 

Land and timber held for sale
5,728

 

 

 
5,728

 
20,503

Other current assets
5,194

 
2,481

 
(657
)
 
7,018

 
8,766

  Total current assets
14,570

 
4,117

 
(657
)
 
18,030

 
32,206

Timber and roads, net
68,733

 
198,929

 

 
267,662

 
279,793

Timberland
18,951

 
36,105

 

 
55,056

 
54,369

Land held for development
19,311

 

 

 
19,311

 
24,390

Buildings and equipment, net
5,294

 
12

 

 
5,306

 
5,628

Investment in ORM Timber Funds
14,512

 

 
(14,512
)
 

 

Other assets
9,625

 
5,683

 

 
15,308

 
2,664

    Total assets
$
150,996

 
$
244,846

 
$
(15,169
)
 
$
380,673

 
$
399,050

 
 
 
 
 
 
 
 
 
 
Liabilities and equity:
 
 
 
 
 
 
 
 
 
Current liabilities
$
5,274

 
$
2,862

 
$
(657
)
 
$
7,479

 
$
7,279

Current portion of long-term debt
123

 

 

 
123

 
5,119

Current portion of environmental remediation
2,160

 

 

 
2,160

 
8,650

  Total current liabilities
7,557

 
2,862

 
(657
)
 
9,762

 
21,048

Long-term debt, net of unamortized debt
     issuance costs
70,037

 
57,291

 

 
127,328

 
125,291

Environmental remediation and other long-term liabilities
2,957

 

 

 
2,957

 
4,247

  Total liabilities
80,551

 
60,153

 
(657
)
 
140,047

 
150,586

Partners' capital
64,547

 
184,693

 
(184,693
)
 
64,547

 
59,133

Noncontrolling interests
5,898

 

 
170,181

 
176,079

 
189,331

    Total liabilities and equity
$
150,996

 
$
244,846

 
$
(15,169
)
 
$
380,673

 
$
399,050



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RECONCILIATION BETWEEN NET INCOME ATTRIBUTABLE TO UNITHOLDERS AND
ADJUSTED NET INCOME (LOSS) ATTRIBUTABLE TO UNITHOLDERS, INCLUDING PER UNIT AMOUNTS
(all amounts in $000's)
 
 
 
 
 
 
 
 
 
Quarter ended December 31,
 
Year ended December 31,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
GAAP net income attributable to unitholders
$
12,705

 
$
4,571

 
$
17,891

 
$
5,942

Add back: Environmental remediation

 
7,700

 

 
7,700

Adjusted net income attributable to unitholders*
$
12,705

 
$
12,271

 
$
17,891

 
$
13,642

 
 
 
 
 
 
 
 
Per unit amounts:
 
 
 
 
 
 
 
GAAP basic and diluted earnings per unit
$
2.92

 
$
1.05

 
$
4.10

 
$
1.35

Add back: environmental remediation

 
1.77

 

 
1.79

Adjusted basic and diluted earnings per unit*
$
2.92

 
$
2.82

 
$
4.10

 
$
3.14


*Pursuant to Regulation G, we are providing disclosure of the reconciliation of reported non-GAAP financial measures to their most directly comparable financial measures reported on a GAAP basis. We believe that consideration of these non-GAAP financial measures may be important to investors to understand operating results excluding environmental charges. As disclosed in our Form 10-K, our environmental remediation project at Port Gamble is the result of operations conducted by the former owner of the site. As such, it does not result from our continuing operations and will not impact our operating results once the project is completed. Moreover, this item represents our only non-core operating activity and is a matter over which management has limited control. We believe that eliminating this expense from our per unit metrics provides management (and thus investors) with insight into results from our core operating activities.

RECONCILIATION BETWEEN NET INCOME AND CASH FLOWS FROM OPERATIONS
(all amounts in $000's)
 
 
 
 
 
 
 
 
 
Quarter ended December 31,
 
Year ended December 31,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Net income
$
12,334

 
$
3,182

 
$
24,405

 
$
1,963

Add back (deduct):
 
 
 
 
 
 
 
Depletion
6,450

 
6,520

 
19,187

 
12,621

Equity-based compensation
178

 
163

 
1,128

 
919

Excess tax benefit of equity-based compensation

 
(53
)
 

 
(53
)
Real estate project expenditures
(1,092
)
 
(3,391
)
 
(7,588
)
 
(13,989
)
Depreciation and amortization
141

 
201

 
534

 
755

Deferred taxes
278

 
18

 
288

 
67

Cost of land sold
11,892

 
11,300

 
13,862

 
12,439

Gain on sale of timberland

 
(769
)
 
(12,547
)
 
(995
)
(Gain) loss on disposal of property and equipment
6

 
1

 
3

 
(23
)
Change in environmental remediation liability
(1,609
)
 
1,289

 
(7,791
)
 
(3,991
)
Change in other operating accounts
(4,006
)
 
(4,358
)
 
499

 
(4,567
)
Cash provided by operations
$
24,572

 
$
14,103

 
$
31,980

 
$
5,146



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SEGMENT INFORMATION
(all amounts in $000's)
 
 
 
 
 
 
 
 
 
Quarter ended December 31,
 
Year ended December 31,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue:
 
 
 
 
 
 
 
Partnership Fee Timber
$
13,499

 
$
15,917

 
$
39,672

 
$
36,275

Funds Fee Timber
11,781

 
8,300

 
33,842

 
21,029

    Total Fee Timber
25,280

 
24,217

 
73,514

 
57,304

Timberland Investment Management
9

 

 
9

 
8

Real Estate
22,495

 
19,251

 
26,300

 
23,116

    Total
$
47,784

 
$
43,468

 
$
99,823

 
$
80,428

Operating income (loss):
 
 
 
 
 
 
 
Fee Timber
$
9,059

 
$
8,156

 
$
34,381

 
$
16,926

Timberland Investment Management
(783
)
 
(707
)
 
(3,179
)
 
(2,620
)
Real Estate
7,796

 
(1,871
)
 
4,592

 
(3,609
)
General & Administrative
(1,502
)
 
(1,262
)
 
(5,742
)
 
(5,076
)
    Total
$
14,570

 
$
4,316

 
$
30,052

 
$
5,621


SELECTED STATISTICS
 
 
 
 
 
 
 
 
 
Quarter ended December 31,
 
Year ended December 31,
 
2017
 
2016
 
2017
 
2016
Log sale volumes by species (million board feet):
 
 
 
 
 
 
 
Sawlogs
 
 
 
 
 
 
 
Douglas-fir
19.3

 
23.1

 
60.1

 
51.0

Whitewood
7.2

 
8.1

 
22.2

 
19.2

Pine
1.2

 
0.5

 
3.6

 
2.2

Cedar
0.5

 
0.6

 
1.7

 
3.0

Hardwood
0.4

 
0.8

 
2.2

 
2.8

Pulpwood - all species
3.3

 
4.6

 
14.0

 
13.1

Total
31.9

 
37.7

 
103.8

 
91.3

 
 
 
 
 
 
 
 
Log sale volumes by destination (million board feet):
 
 
 
 
 
 
 
Export
6.1

 
6.5

 
22.3

 
15.4

Domestic
22.1

 
25.8

 
65.2

 
60.0

Hardwood
0.4

 
0.7

 
2.2

 
2.8

Pulpwood
3.3

 
4.7

 
14.1

 
13.1

Subtotal log sale volumes
31.9

 
37.7

 
103.8

 
91.3

Timber deed sale
1.8

 
4.7

 
7.8

 
5.9

Total
33.7

 
42.4

 
111.6

 
97.2


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Quarter ended December 31,
 
Year ended December 31,
 
2017
 
2016
 
2017
 
2016
Average price realizations by destination (per thousand board feet):
 
 
 
 
 
 
 
Sawlogs
 
 
 
 
 
 
 
Douglas-fir
$
826

 
$
652

 
$
738

 
$
632

Whitewood
659

 
537

 
621

 
529

Pine
513

 
460

 
497

 
473

Cedar
1,353

 
1,213

 
1,369

 
1,340

Hardwood
743

 
631

 
680

 
587

Pulpwood - all species
351

 
289

 
308

 
293

Overall
734

 
588

 
656

 
580

 
 
 
 
 
 
 
 
Average price realizations by destination (per thousand board feet):
 
 
 
 
 
 
 
Domestic
$
760

 
$
654

 
$
695

 
$
627

Export
848

 
624

 
755

 
641

Hardwood
743

 
631

 
680

 
587

Pulpwood
351

 
289

 
308

 
293

Overall log sales
734

 
588

 
656

 
580

Timber deed sales
457

 
279

 
353

 
301

Owned timber acres
118,000

 
118,000

 
118,000

 
118,000

Acres owned by Funds
88,000

 
94,000

 
88,000

 
94,000

Depletion expense per MBF - Partnership tree farms
$
72

 
$
74

 
$
72

 
$
62

Depletion expense per MBF - Fund tree farms
$
312

 
$
275

 
$
271

 
$
230

Capital and development expenditures ($000's)
$
1,765

 
$
3,929

 
$
10,088

 
$
15,962



9