x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the fiscal year ended December 31, 2016
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or
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¨
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to________
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Delaware
(State of Organization)
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91-1313292
(IRS Employer I.D. No.)
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Title of each class
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Name of each exchange on which registered
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Depositary Receipts (Units)
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NASDAQ
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Large Accelerated Filer
¨
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Accelerated Filer
x
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Non-Accelerated Filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Page
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12/31/2015 Productive Acres (in thousands)
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||||||||||||||||
Age
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100%
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Share of
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Look-
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||||||
Class
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Owned
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%
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Funds
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%
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through
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%
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||||||
Clear-cut
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2.5
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3
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%
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0.3
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4
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%
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2.8
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3
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%
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0 to 4
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7.0
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8
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%
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1.0
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12
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%
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8.0
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8
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%
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5 to 9
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8.8
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|
10
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%
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0.6
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|
7
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%
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9.4
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|
9
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%
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10 to 14
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10.2
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|
11
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%
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0.6
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|
|
7
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%
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10.8
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|
|
11
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%
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15 to 19
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13.4
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|
|
14
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%
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0.4
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|
|
5
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%
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13.8
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|
|
14
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%
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20 to 24
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4.6
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|
|
5
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%
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0.6
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|
|
7
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%
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5.2
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|
|
5
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%
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25 to 29
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14.9
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16
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%
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0.8
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|
|
9
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%
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15.7
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15
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%
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30 to 34
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16.1
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|
|
17
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%
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0.5
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|
6
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%
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16.6
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16
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%
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35 to 39
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9.2
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10
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%
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0.9
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10
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%
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10.1
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|
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10
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%
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40 to 44
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2.9
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3
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%
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0.8
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9
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%
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3.7
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4
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%
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45 to 49
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1.6
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2
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%
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0.8
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9
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%
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2.4
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2
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%
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50 to 54
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0.3
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—
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%
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0.3
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4
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%
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0.6
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1
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%
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55 to 59
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0.2
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—
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%
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0.1
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1
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%
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0.3
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—
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%
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60 to 64
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0.2
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—
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%
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—
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—
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%
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0.2
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—
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%
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65+
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1.0
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1
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%
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—
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—
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%
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1.0
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1
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%
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California
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—
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—
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%
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0.9
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10
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%
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0.9
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1
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%
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92.9
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8.6
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101.5
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(amounts in MMBF)
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Look-through
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Planned annual
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planned annual
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harvest volume
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harvest volume
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Partnership tree farms
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52
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52
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Fund tree farms
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54
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6
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Total
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106
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58
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Total Fund
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Co-investment
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||||||||||||||||
(in millions)
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Commitment
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Called Capital
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Commitment
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Called Capital
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Distributions
Received
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||||||||||
Fund I *
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$
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61.8
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$
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58.5
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$
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12.4
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$
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11.7
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$
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15.1
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Fund II
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84.4
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83.4
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16.9
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16.7
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7.4
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|||||
Fund III
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180.0
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179.7
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9.0
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9.0
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0.2
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|||||
Fund IV
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381.0
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—
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57.2
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—
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—
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|||||
Total
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$
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707.2
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$
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321.6
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$
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95.5
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$
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37.4
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$
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22.7
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Segment
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Full-Time
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Part-Time/
Seasonal
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Total
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|||
Fee Timber
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24
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—
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24
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Timberland Investment Management
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5
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—
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5
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Real Estate
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18
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6
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24
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General & Administrative
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12
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—
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12
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Totals
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59
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6
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65
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Timberland Acres (in thousands) by Tree Farm
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|||||||||||||
Description
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2015
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Acquisitions
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Sales
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Transfer
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2016
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|||||
Hood Canal tree farm (1)
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69.1
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0.8
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(1.5
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)
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—
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68.4
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Columbia tree farm (1)
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41.8
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8.2
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—
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—
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50.0
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Subtotal Partnership Timberland
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110.9
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|
9.0
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(1.5
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)
|
|
—
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|
|
118.4
|
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Fund II tree farms (2)
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37.2
|
|
|
—
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|
|
(0.1
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)
|
|
—
|
|
|
37.1
|
|
Fund III tree farms (2)
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56.8
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
56.7
|
|
Subtotal Funds’ Timberland
|
|
94.0
|
|
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
93.8
|
|
Total Fee Timber acres
|
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204.9
|
|
|
9.0
|
|
|
(1.7
|
)
|
|
—
|
|
|
212.2
|
|
Partnership share of Funds
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.4
|
|
Total Real Estate acres (see detail below)
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|
2.5
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
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|
|
2.2
|
|
Combined Look-through total acres
|
|
123.8
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|
|
9.0
|
|
|
(1.8
|
)
|
|
—
|
|
|
131.0
|
|
(1)
|
A subset of this property is used as collateral for the Partnership’s long-term debt, excluding debt of the Funds. The Hood Canal tree farm is located in northwestern Washington and the Columbia tree farm is located in western Washington.
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(2)
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A subset of these properties is used as collateral for the Funds’ long-term debt. Fund II’s tree farms are located in western Washington and northwestern Oregon. Fund III’s tree farms are located in southern Puget Sound and southwestern Washington, northwestern Oregon and northern California.
|
|
|
Real Estate Acres Detail
|
|||||||||||||
Project Location
|
|
2015
|
|
Acquisitions
|
|
Sales
|
|
Transfer
|
|
2016
|
|||||
Bremerton
|
|
46
|
|
|
|
|
|
|
|
|
46
|
|
|||
Gig Harbor
|
|
129
|
|
|
|
|
(48
|
)
|
|
|
|
81
|
|
||
Hansville
|
|
149
|
|
|
|
|
|
|
|
|
149
|
|
|||
Kingston - Arborwood
|
|
364
|
|
|
|
|
10
|
|
|
|
|
374
|
|
||
Port Gamble town and mill sites
|
|
130
|
|
|
|
|
|
|
|
|
130
|
|
|||
Port Gamble Agrarian District
|
|
205
|
|
|
|
|
|
|
|
|
205
|
|
|||
Port Ludlow
|
|
256
|
|
|
|
|
|
|
|
|
256
|
|
|||
Poulsbo
|
|
2
|
|
|
|
|
|
|
|
|
2
|
|
|||
Bainbridge Island
|
|
2
|
|
|
|
|
|
|
|
|
2
|
|
|||
Other Rural Residential
|
|
1,232
|
|
|
|
|
(264
|
)
|
|
|
|
968
|
|
||
Total
|
|
2,515
|
|
|
—
|
|
|
(302
|
)
|
|
—
|
|
|
2,213
|
|
Current Real Estate Land Inventory by Zoning Category
|
|
2016 Sales from RE Portfolio
|
||||||||||||
Zoning Designation
|
|
Acres
|
|
Acres
|
|
$/Acre
|
|
Total Sales
(in thousands)
|
||||||
Urban zoning - residential
|
|
452
|
|
|
49
|
|
|
$
|
311,163
|
|
|
$
|
15,247
|
|
Historic Rural Town
|
|
114
|
|
|
|
|
|
|
|
|||||
Commercial/retail
|
|
21
|
|
|
|
|
|
|
|
|||||
Business park/industrial
|
|
22
|
|
|
|
|
|
|
|
|||||
1 DU per 5 acres
|
|
385
|
|
|
|
|
|
|
|
|||||
1 DU per 10 acres
|
|
33
|
|
|
120
|
|
|
5,458
|
|
|
655
|
|
||
1 DU per 20 acres
|
|
645
|
|
|
144
|
|
|
7,535
|
|
|
1,085
|
|
||
1 DU per 40 acres
|
|
38
|
|
|
|
|
|
|
|
|||||
1 DU per 80 acres
|
|
298
|
|
|
|
|
|
|
|
|||||
Agrarian District
|
|
205
|
|
|
|
|
|
|
|
|||||
Total
|
|
2,213
|
|
|
313
|
|
|
$
|
54,272
|
|
|
$
|
16,987
|
|
|
High
|
|
Low
|
|
Closing
|
|
Distributions
|
||||||||
Year Ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
First Quarter
|
$
|
70.50
|
|
|
$
|
64.17
|
|
|
$
|
66.99
|
|
|
$
|
0.55
|
|
Second Quarter
|
70.26
|
|
|
63.94
|
|
|
67.00
|
|
|
0.65
|
|
||||
Third Quarter
|
71.00
|
|
|
65.85
|
|
|
66.35
|
|
|
0.65
|
|
||||
Fourth Quarter
|
68.25
|
|
|
62.35
|
|
|
63.63
|
|
|
0.65
|
|
||||
Year Ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter
|
$
|
65.21
|
|
|
$
|
59.00
|
|
|
$
|
63.46
|
|
|
$
|
0.65
|
|
Second Quarter
|
70.05
|
|
|
62.50
|
|
|
68.46
|
|
|
0.65
|
|
||||
Third Quarter
|
70.50
|
|
|
59.95
|
|
|
67.21
|
|
|
0.70
|
|
||||
Fourth Quarter
|
68.72
|
|
|
58.15
|
|
|
64.07
|
|
|
0.70
|
|
||||
Year Ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
First Quarter
|
$
|
68.77
|
|
|
$
|
51.50
|
|
|
$
|
60.48
|
|
|
$
|
0.70
|
|
Second Quarter
|
70.06
|
|
|
57.15
|
|
|
64.20
|
|
|
0.70
|
|
||||
Third Quarter
|
68.95
|
|
|
62.66
|
|
|
66.00
|
|
|
0.70
|
|
||||
Fourth Quarter
|
67.95
|
|
|
63.90
|
|
|
66.32
|
|
|
0.70
|
|
|
*$100 invested on 12/31/11 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
|
|
Copyright© 2017 Standard & Poor’s, a division of S&P Global. All rights reserved.
|
|
12/31/11
|
|
12/31/12
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
Pope Resources
|
100.00
|
|
133.88
|
|
165.98
|
|
163.51
|
|
196.25
|
|
185.85
|
|
S&P 500
|
100.00
|
|
116.00
|
|
153.58
|
|
174.60
|
|
178.29
|
|
198.18
|
|
S&P Smallcap 600
|
100.00
|
|
116.33
|
|
164.38
|
|
173.84
|
|
175.61
|
|
215.67
|
|
Prior Long-Term Incentive Plan Peer Group
|
100.00
|
|
137.53
|
|
146.04
|
|
159.02
|
|
156.82
|
|
155.73
|
|
Current Long-Term Incentive Plan Peer Group
|
100.00
|
|
137.76
|
|
146.62
|
|
159.87
|
|
138.86
|
|
157.25
|
|
(In thousands, except per unit data)
|
Year Ended December 31,
|
||||||||||||||||||
Statement of operations data
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Fee Timber
|
$
|
57,304
|
|
|
$
|
52,164
|
|
|
$
|
65,204
|
|
|
$
|
56,035
|
|
|
$
|
45,539
|
|
Timberland Investment Management
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Real Estate
|
23,116
|
|
|
25,864
|
|
|
22,266
|
|
|
14,657
|
|
|
8,497
|
|
|||||
Total revenue
|
80,428
|
|
|
78,028
|
|
|
87,470
|
|
|
70,692
|
|
|
54,043
|
|
|||||
Operating income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fee Timber
|
16,926
|
|
|
12,961
|
|
|
44,289
|
|
|
16,168
|
|
|
11,853
|
|
|||||
Timberland Investment Management
|
(2,620
|
)
|
|
(2,625
|
)
|
|
(2,329
|
)
|
|
(1,950
|
)
|
|
(1,568
|
)
|
|||||
Real Estate (1)
|
(3,609
|
)
|
|
5,313
|
|
|
(2,720
|
)
|
|
3,276
|
|
|
(11,099
|
)
|
|||||
General & Administrative
|
(5,076
|
)
|
|
(4,972
|
)
|
|
(3,781
|
)
|
|
(4,562
|
)
|
|
(4,170
|
)
|
|||||
Total operating income (loss)
|
5,621
|
|
|
10,677
|
|
|
35,459
|
|
|
12,932
|
|
|
(4,984
|
)
|
|||||
Net income (loss) attributable to unitholders
|
$
|
5,942
|
|
|
$
|
10,943
|
|
|
$
|
12,415
|
|
|
$
|
13,135
|
|
|
$
|
(4,709
|
)
|
Earnings (loss) per unit – diluted
|
$
|
1.35
|
|
|
$
|
2.51
|
|
|
$
|
2.82
|
|
|
$
|
2.96
|
|
|
$
|
(1.11
|
)
|
Distributions per unit
|
$
|
2.80
|
|
|
$
|
2.70
|
|
|
$
|
2.50
|
|
|
$
|
2.00
|
|
|
$
|
1.70
|
|
Balance sheet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
399,050
|
|
|
$
|
370,056
|
|
|
$
|
344,826
|
|
|
$
|
310,908
|
|
|
$
|
267,499
|
|
Long-term debt
|
130,410
|
|
|
84,651
|
|
|
89,730
|
|
|
75,690
|
|
|
43,835
|
|
|||||
Partners’ capital
|
59,133
|
|
|
64,548
|
|
|
64,216
|
|
|
69,445
|
|
|
64,223
|
|
(In thousands)
|
Year Ended December 31,
|
||||||||||||||||||
Cash Available for Distribution (CAD)
:
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Cash provided by operations
|
$
|
5,146
|
|
|
$
|
20,170
|
|
|
$
|
30,795
|
|
|
$
|
17,949
|
|
|
$
|
16,209
|
|
Less: Maintenance capital expenditures (1)
|
(1,973
|
)
|
|
(2,549
|
)
|
|
(2,335
|
)
|
|
(2,230
|
)
|
|
(1,987
|
)
|
|||||
Less: Noncontrolling portion of Funds’ cash from operations (2)
|
(2,346
|
)
|
|
(3,963
|
)
|
|
(7,481
|
)
|
|
(4,795
|
)
|
|
(2,540
|
)
|
|||||
Cash available for distribution (CAD)
|
$
|
827
|
|
|
$
|
13,658
|
|
|
$
|
20,979
|
|
|
$
|
10,924
|
|
|
$
|
11,682
|
|
Other data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Timber acres owned/managed (thousands)
|
212
|
|
|
205
|
|
|
193
|
|
|
204
|
|
|
196
|
|
|||||
Fee timber harvested (MMBF) (3)
|
97
|
|
|
84
|
|
|
97
|
|
|
90
|
|
|
84
|
|
(1)
|
Capital expenditures from the cash flow statement, excluding timberland acquisitions less costs incurred to purchase and make leasehold improvements to the corporate building.
|
(2)
|
Share of Funds’ operating income (loss), interest, tax, amortization, depreciation, and depletion expense, gain or loss on sale of timberland, change in working capital accounts, maintenance capital expenditures, and cash from operations that are attributable to noncontrolling interests. That share is 80% in the case of Funds I and II and 95% in the case of Fund III.
|
(3)
|
Includes timber deed sales of 5.9 MMBF, 0.6 MMBF, 4.0 MMBF, 2.0 MMBF and 4.4 MMBF in 2016, 2015, 2014, 2013 and 2012, respectively.
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
||||||||||||||||
(in millions) Year ended
|
|
Log Sale
|
|
Other
Revenue
|
|
Total Fee
Timber
|
|
Gain (loss) on Sale of Timberland
|
|
Operating
Income
|
|
Harvest
Volume
(MMBF)
|
|
Timber
Deed Sale
Volume
(MMBF)
|
||||||||||||
Partnership
|
|
$
|
33.8
|
|
|
$
|
2.5
|
|
|
$
|
36.3
|
|
|
$
|
0.8
|
|
|
$
|
15.5
|
|
|
57.1
|
|
|
0.6
|
|
Share of Funds
|
|
2.6
|
|
|
0.1
|
|
|
2.7
|
|
|
—
|
|
|
0.4
|
|
|
4.8
|
|
|
0.3
|
|
|||||
Look-through 2016
|
|
$
|
36.4
|
|
|
$
|
2.6
|
|
|
$
|
39.0
|
|
|
$
|
0.8
|
|
|
$
|
15.9
|
|
|
61.9
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partnership
|
|
$
|
30.9
|
|
|
$
|
2.9
|
|
|
$
|
33.8
|
|
|
$
|
—
|
|
|
$
|
14.4
|
|
|
47.1
|
|
|
—
|
|
Share of Funds
|
|
4.6
|
|
|
0.2
|
|
|
4.8
|
|
|
4.8
|
|
|
1.0
|
|
|
7.2
|
|
|
0.2
|
|
|||||
Look-through 2015
|
|
$
|
35.5
|
|
|
$
|
3.1
|
|
|
$
|
38.6
|
|
|
$
|
4.8
|
|
|
$
|
15.4
|
|
|
54.3
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partnership
|
|
$
|
30.7
|
|
|
$
|
1.5
|
|
|
$
|
32.2
|
|
|
$
|
—
|
|
|
$
|
14.1
|
|
|
48.5
|
|
|
—
|
|
Share of Funds
|
|
4.6
|
|
|
0.1
|
|
|
4.7
|
|
|
—
|
|
|
0.5
|
|
|
7.8
|
|
|
0.1
|
|
|||||
Look-through 2014
|
|
$
|
35.3
|
|
|
$
|
1.6
|
|
|
$
|
36.9
|
|
|
$
|
—
|
|
|
$
|
14.6
|
|
|
56.3
|
|
|
0.1
|
|
Year ended
|
Q1
|
Q2
|
Q3
|
Q4
|
2016
|
17%
|
21%
|
20%
|
42%
|
2015
|
33%
|
18%
|
21%
|
28%
|
2014
|
32%
|
27%
|
20%
|
22%
|
(in thousands)
|
|
Harvest,
Haul and
Tax
|
|
Depletion
|
|
Other
|
|
Total Fee
Timber
Cost
of
Sales
|
|
Harvest
Volume
(MMBF)
|
|
Timber
Deed Sale
Volume
(MMBF)
|
||||||||||
Partnership tree farms
|
|
$
|
11,875
|
|
|
$
|
3,550
|
|
|
$
|
72
|
|
|
$
|
15,497
|
|
|
57.1
|
|
|
0.6
|
|
Share of Funds
|
|
1,148
|
|
|
910
|
|
|
3
|
|
|
2,061
|
|
|
4.8
|
|
|
0.3
|
|
||||
Look-through 2016
|
|
$
|
13,023
|
|
|
$
|
4,460
|
|
|
$
|
75
|
|
|
$
|
17,558
|
|
|
61.9
|
|
|
0.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership tree farms
|
|
$
|
9,143
|
|
|
$
|
1,880
|
|
|
$
|
852
|
|
|
$
|
11,875
|
|
|
42.6
|
|
|
—
|
|
Share of Funds
|
|
1,390
|
|
|
944
|
|
|
92
|
|
|
2,426
|
|
|
5.6
|
|
|
—
|
|
||||
Look-through 2015
|
|
$
|
10,533
|
|
|
$
|
2,824
|
|
|
$
|
944
|
|
|
$
|
14,301
|
|
|
48.2
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership tree farms
|
|
$
|
10,992
|
|
|
$
|
2,244
|
|
|
$
|
1,161
|
|
|
$
|
14,397
|
|
|
47.1
|
|
|
—
|
|
Share of Funds
|
|
1,918
|
|
|
1,347
|
|
|
30
|
|
|
3,295
|
|
|
7.0
|
|
|
0.2
|
|
||||
Look-through 2014
|
|
$
|
12,910
|
|
|
$
|
3,591
|
|
|
$
|
1,191
|
|
|
$
|
17,692
|
|
|
54.1
|
|
|
0.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(Amounts per MBF)
|
|
Harvest,
Haul and
Tax *
|
|
Depletion *
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Partnership tree farms
|
|
$
|
208
|
|
|
$
|
62
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Share of Funds
|
|
239
|
|
|
178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Look-through 2016
|
|
$
|
210
|
|
|
$
|
71
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership tree farms
|
|
$
|
215
|
|
|
$
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Share of Funds
|
|
248
|
|
|
169
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Look-through 2015
|
|
$
|
219
|
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership tree farms
|
|
$
|
233
|
|
|
$
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Share of Funds
|
|
274
|
|
|
187
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Look-through 2014
|
|
$
|
239
|
|
|
$
|
66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment
|
2016
|
2015
|
2014
|
Fee Timber
|
71%
|
67%
|
75%
|
Timberland Investment Management
|
—%
|
—%
|
—%
|
Real Estate
|
29%
|
33%
|
25%
|
•
|
Harvest volume was
37.7 million
board feet (MMBF) in
Q4
2016
compared to
25.7
MMBF in
Q4
2015
, a 47% increase. These harvest volume figures do not include timber deed sales of 4.7 MMBF in Q4 2016. Harvest volume for the full year
2016
was
91.3
MMBF compared to
83.1
MMBF for
2015
, a
10%
increase. These full-year harvest volume figures do not include timber deed sales of
5.9
MMBF in
2016
and
0.6
MMBF in
2015
. The harvest volume and log price realization metrics cited below also exclude these timber deed sales.
|
•
|
Average realized log price per thousand board feet (MBF) was
$588
in
Q4
2016
compared to
$577
per MBF in
Q4
2015
, a 2% increase. For the full year
2016
, the average realized log price was
$580
per MBF compared to
$584
per MBF for
2015
, a nominal decrease.
|
•
|
As a percentage of total harvest, volume sold to domestic markets in
Q4
2016
increased to 68% from 65% in
Q4
2015
, while the mix of volume sold to export markets decreased to 17% in
Q4
2016
compared to 20% in
Q4
2015
. Pulpwood and hardwood volume were unchanged at 15% of log sales in both in
Q4
2016
and
Q4
2015
. For the full year
2016
, the relative percentages of volume sold to domestic and export markets were 66% and 17%, respectively, compared to 61% and 20%, respectively, in
2015
. Pulpwood and hardwood log sales make up the balance of total year-to-date harvest volume.
|
•
|
In December 2016, we closed on sales of 127 single-family lots from our Harbor Hill project in Gig Harbor, Washington for a combined $14.3 million.
|
•
|
In December 2016, we closed on three conservation transactions: the sale of 1,356 acres of timberland to Kitsap County for $2.3 million, though we retained the right to harvest timber on that parcel for 25 years, a conservation easement on 1,497 acres to The Trust for Public Land for $2.1 million, and a sale of 159 acres of timberland to the Washington State Department of Natural Resources for $899,000.
|
•
|
We substantially completed the in-water portion of the environmental remediation at Port Gamble and recorded a $7.7 million increase to our environmental liability to reflect additional cleanup costs.
|
YEAR TO YEAR COMPARISONS
|
|||||||
(in thousands)
|
|||||||
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||
|
Total
|
|
Total
|
||||
Net income attributable to Pope Resources’ unitholders:
|
|
|
|
||||
2016
|
$
|
5,942
|
|
|
|
||
2015
|
10,943
|
|
|
$
|
10,943
|
|
|
2014
|
|
|
|
12,415
|
|
||
Variance
|
$
|
(5,001
|
)
|
|
$
|
(1,472
|
)
|
Detail of earnings variance:
|
|
|
|
|
|
||
Fee Timber
|
|
|
|
|
|
||
Log volumes (A)
|
$
|
4,789
|
|
|
$
|
(6,538
|
)
|
Log price realizations (B)
|
(365
|
)
|
|
(4,737
|
)
|
||
Gain on sale of timberland
|
2,098
|
|
|
(24,853
|
)
|
||
Timber deed sales
|
1,557
|
|
|
(1,328
|
)
|
||
Production costs
|
168
|
|
|
4,405
|
|
||
Depletion
|
(2,721
|
)
|
|
2,292
|
|
||
Other Fee Timber
|
(1,561
|
)
|
|
(569
|
)
|
||
Timberland Investment Management
|
5
|
|
|
(296
|
)
|
||
Real Estate
|
|
|
|
||||
Land sales
|
1,073
|
|
|
(5,118
|
)
|
||
Conservation easement sales
|
(2,231
|
)
|
|
3,568
|
|
||
Environmental remediation
|
(7,700
|
)
|
|
10,000
|
|
||
Other Real Estate
|
(64
|
)
|
|
(417
|
)
|
||
General and administrative costs
|
(104
|
)
|
|
(1,191
|
)
|
||
Net interest expense
|
(436
|
)
|
|
(366
|
)
|
||
Income taxes
|
(45
|
)
|
|
777
|
|
||
Noncontrolling interest
|
536
|
|
|
22,899
|
|
||
Total variances
|
$
|
(5,001
|
)
|
|
$
|
(1,472
|
)
|
(in millions)
Year ended
|
|
Log Sale
Revenue
|
|
Other
Revenue
|
|
Total Fee
Timber
Revenue
|
|
Gain (loss) on Sale of
Timberland
|
|
Operating
Income
|
|
Harvest
Volume
(MMBF)
|
|
Timber
Deed Sale
Volume
(MMBF)
|
||||||||||||
Partnership
|
|
$
|
33.8
|
|
|
$
|
2.5
|
|
|
$
|
36.3
|
|
|
$
|
0.8
|
|
|
$
|
15.5
|
|
|
57.1
|
|
|
0.6
|
|
Funds
|
|
19.1
|
|
|
1.9
|
|
|
21.0
|
|
|
0.2
|
|
|
1.4
|
|
|
34.2
|
|
|
5.3
|
|
|||||
Total 2016
|
|
$
|
52.9
|
|
|
$
|
4.4
|
|
|
$
|
57.3
|
|
|
$
|
1.0
|
|
|
$
|
16.9
|
|
|
91.3
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partnership
|
|
$
|
26.2
|
|
|
$
|
2.7
|
|
|
$
|
28.9
|
|
|
$
|
—
|
|
|
$
|
11.7
|
|
|
42.6
|
|
|
—
|
|
Funds
|
|
22.4
|
|
|
0.9
|
|
|
23.3
|
|
|
(1.1
|
)
|
|
1.3
|
|
|
40.5
|
|
|
0.6
|
|
|||||
Total 2015
|
|
$
|
48.6
|
|
|
$
|
3.6
|
|
|
$
|
52.2
|
|
|
$
|
(1.1
|
)
|
|
$
|
13.0
|
|
|
83.1
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Partnership
|
|
$
|
30.9
|
|
|
$
|
2.9
|
|
|
$
|
33.8
|
|
|
$
|
—
|
|
|
$
|
14.4
|
|
|
47.1
|
|
|
—
|
|
Funds
|
|
28.9
|
|
|
2.5
|
|
|
31.4
|
|
|
23.8
|
|
|
29.9
|
|
|
46.2
|
|
|
4.0
|
|
|||||
Total 2014
|
|
$
|
59.8
|
|
|
$
|
5.4
|
|
|
$
|
65.2
|
|
|
$
|
23.8
|
|
|
$
|
44.3
|
|
|
93.3
|
|
|
4.0
|
|
Volume (in MMBF)
|
|
|
|
|
|
|
|
|
|||||||||
Sawlogs
|
2016
|
|
% Total
|
|
|
2015
|
|
% Total
|
|
|
2014
|
|
% Total
|
|
|||
Douglas-fir
|
51.0
|
|
56
|
%
|
|
40.0
|
|
48
|
%
|
|
45.0
|
|
48
|
%
|
|||
Whitewood
|
19.2
|
|
22
|
%
|
|
21.1
|
|
26
|
%
|
|
28.6
|
|
31
|
%
|
|||
Pine
|
2.2
|
|
2
|
%
|
|
2.5
|
|
3
|
%
|
|
3.2
|
|
3
|
%
|
|||
Cedar
|
3.0
|
|
3
|
%
|
|
3.3
|
|
4
|
%
|
|
2.2
|
|
2
|
%
|
|||
Hardwoods
|
2.8
|
|
3
|
%
|
|
3.6
|
|
4
|
%
|
|
2.4
|
|
3
|
%
|
|||
Pulpwood
|
|
|
|
|
|
|
|
|
|
|
|||||||
All Species
|
13.1
|
|
14
|
%
|
|
12.6
|
|
15
|
%
|
|
11.9
|
|
13
|
%
|
|||
Total
|
91.3
|
|
100
|
%
|
|
83.1
|
|
100
|
%
|
|
93.3
|
|
100
|
%
|
|||
Average Price/MBF
|
$
|
580
|
|
|
|
|
$
|
584
|
|
|
|
$
|
641
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||
Destination
|
Volume
|
|
%
|
|
Price
|
|
Volume
|
|
%
|
|
Price
|
|
Volume
|
|
%
|
|
Price
|
||||||||||||
Export brokers
|
15.4
|
|
|
17
|
%
|
|
$
|
641
|
|
|
16.7
|
|
|
20
|
%
|
|
$
|
631
|
|
|
30.4
|
|
|
32
|
%
|
|
$
|
735
|
|
Domestic mills
|
60.0
|
|
|
66
|
%
|
|
627
|
|
|
50.2
|
|
|
61
|
%
|
|
631
|
|
|
48.6
|
|
|
52
|
%
|
|
670
|
|
|||
Hardwood
|
2.8
|
|
|
3
|
%
|
|
587
|
|
|
3.6
|
|
|
4
|
%
|
|
597
|
|
|
2.4
|
|
|
3
|
%
|
|
610
|
|
|||
Pulpwood
|
13.1
|
|
|
14
|
%
|
|
293
|
|
|
12.6
|
|
|
15
|
%
|
|
331
|
|
|
11.9
|
|
|
13
|
%
|
|
292
|
|
|||
Total
|
91.3
|
|
|
100
|
%
|
|
$
|
584
|
|
|
83.1
|
|
|
100
|
%
|
|
584
|
|
|
93.3
|
|
|
100
|
%
|
|
641
|
|
||
Timber deed sales
|
5.9
|
|
|
|
|
|
301
|
|
|
0.6
|
|
|
|
|
|
389
|
|
|
4.0
|
|
|
|
|
|
392
|
|
|||
Total
|
97.2
|
|
|
|
|
|
|
|
|
83.7
|
|
|
|
|
|
|
|
|
97.3
|
|
|
|
|
|
|
(in thousands)
|
|
Harvest,
Haul and
Tax
|
|
Depletion
|
|
Other
|
|
Total Fee
Timber Cost of
Sales
|
|
Harvest
Volume
(MMBF)
|
|
Timber
Deed Sale
Volume
(MMBF)
|
||||||||||
Partnership tree farms
|
|
$
|
11,875
|
|
|
$
|
3,550
|
|
|
$
|
72
|
|
|
$
|
15,497
|
|
|
57.1
|
|
|
0.6
|
|
Funds’ tree farms
|
|
8,022
|
|
|
9,071
|
|
|
52
|
|
|
17,145
|
|
|
34.2
|
|
|
5.3
|
|
||||
Total 2016
|
|
$
|
19,897
|
|
|
$
|
12,621
|
|
|
$
|
124
|
|
|
$
|
32,642
|
|
|
91.3
|
|
|
5.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Partnership tree farms
|
|
$
|
9,143
|
|
|
$
|
1,880
|
|
|
$
|
852
|
|
|
$
|
11,875
|
|
|
42.6
|
|
|
—
|
|
Funds’ tree farms
|
|
9,736
|
|
|
8,020
|
|
|
458
|
|
|
18,214
|
|
|
40.5
|
|
|
0.6
|
|
||||
Total 2015
|
|
$
|
18,879
|
|
|
$
|
9,900
|
|
|
$
|
1,310
|
|
|
$
|
30,089
|
|
|
83.1
|
|
|
0.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership tree farms
|
|
$
|
10,992
|
|
|
$
|
2,244
|
|
|
$
|
1,161
|
|
|
$
|
14,397
|
|
|
47.1
|
|
|
—
|
|
Funds’ tree farms
|
|
11,839
|
|
|
9,948
|
|
|
602
|
|
|
22,389
|
|
|
46.2
|
|
|
4.0
|
|
||||
Total 2014
|
|
$
|
22,831
|
|
|
$
|
12,192
|
|
|
$
|
1,763
|
|
|
$
|
36,786
|
|
|
93.3
|
|
|
4.0
|
|
(Amounts per MBF)
|
|
Harvest,
Haul and
Tax *
|
|
Depletion *
|
||||
Partnership tree farms
|
|
$
|
208
|
|
|
$
|
62
|
|
Funds’ tree farms
|
|
235
|
|
|
230
|
|
||
Total 2016
|
|
$
|
218
|
|
|
$
|
130
|
|
|
|
|
|
|
||||
Partnership tree farms
|
|
$
|
215
|
|
|
$
|
44
|
|
Funds’ tree farms
|
|
240
|
|
|
195
|
|
||
Total 2015
|
|
$
|
227
|
|
|
$
|
118
|
|
|
|
|
|
|
||||
Partnership tree farms
|
|
$
|
233
|
|
|
$
|
48
|
|
Funds’ tree farms
|
|
256
|
|
|
198
|
|
||
Total 2014
|
|
$
|
245
|
|
|
$
|
125
|
|
|
|
Year ended December 31,
|
||||||||||
(in millions, except acre and volume data)
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|||
Revenue - internal
|
|
$
|
3.3
|
|
|
$
|
2.2
|
|
|
$
|
3.3
|
|
Intersegment eliminations
|
|
(3.3
|
)
|
|
(2.2
|
)
|
|
(3.3
|
)
|
|||
Revenue - external
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Operating income - internal
|
|
$
|
0.4
|
|
|
$
|
(0.7
|
)
|
|
$
|
0.4
|
|
Intersegment eliminations
|
|
(3.0
|
)
|
|
(1.9
|
)
|
|
(2.7
|
)
|
|||
Operating loss - external
|
|
$
|
(2.6
|
)
|
|
$
|
(2.6
|
)
|
|
$
|
(2.3
|
)
|
|
|
|
|
|
|
|
||||||
Invested capital
|
|
$
|
258
|
|
|
$
|
259
|
|
|
$
|
253
|
|
Acres under management
|
|
94,000
|
|
|
94,000
|
|
|
80,000
|
|
|||
Harvest volume - Funds (MMBF) *
|
|
39.5
|
|
|
41.1
|
|
|
50.2
|
|
•
|
Commercial, business park, and residential plat land sales represent land sold after development rights have been obtained and generally are sold with prescribed infrastructure improvements.
|
•
|
Rural residential lot sales that generally require some capital improvements such as zoning, road building, or utility access improvements prior to completing the sale.
|
•
|
The sale of unimproved land, which generally consists of larger acreage sales rather than single lot sales, and is normally completed with very little capital investment prior to sale and may or may not have a conservation flavor.
|
(in thousands except acres)
|
|
|
|
|
|
|
|
|
|
Per acre/lot *
|
||||||||||||||
Description
|
|
Revenue
|
|
Gross
margin
|
|
Gross
margin %
|
|
Units Sold
|
|
Revenue
|
|
Gross
margin
|
||||||||||||
Conservation land sales
|
|
$
|
2,360
|
|
|
$
|
2,152
|
|
|
91
|
%
|
|
Acres:
|
|
1,356
|
|
|
$
|
1,740
|
|
|
$
|
1,587
|
|
Development rights (CE)
|
|
2,080
|
|
|
1,880
|
|
|
90
|
%
|
|
Acres:
|
|
1,497
|
|
|
1,389
|
|
|
1,256
|
|
||||
Gig Harbor residential
|
|
15,247
|
|
|
2,719
|
|
|
18
|
%
|
|
Lots:
|
|
136
|
|
|
112,110
|
|
|
19,993
|
|
||||
Unimproved land
|
|
1,784
|
|
|
1,503
|
|
|
84
|
%
|
|
Acres:
|
|
264
|
|
|
6,758
|
|
|
5,693
|
|
||||
Total land
|
|
21,471
|
|
|
8,254
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rentals and other
|
|
1,645
|
|
|
324
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2016 Total
|
|
$
|
23,116
|
|
|
$
|
8,578
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Conservation land sales
|
|
$
|
2,504
|
|
|
$
|
1,393
|
|
|
56
|
%
|
|
Acres:
|
|
716
|
|
|
$
|
3,497
|
|
|
$
|
1,946
|
|
Development rights (CE)
|
|
4,311
|
|
|
4,311
|
|
|
100
|
%
|
|
Acres:
|
|
3,392
|
|
|
1,271
|
|
|
1,271
|
|
||||
Gig Harbor residential
|
|
13,701
|
|
|
3,006
|
|
|
22
|
%
|
|
Lots:
|
|
119
|
|
|
115,134
|
|
|
25,261
|
|
||||
Gig Harbor multi-family
|
|
4,096
|
|
|
609
|
|
|
15
|
%
|
|
Acres:
|
|
18
|
|
|
227,556
|
|
|
33,833
|
|
||||
Total land
|
|
24,612
|
|
|
9,319
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rentals and other
|
|
1,252
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2015 Total
|
|
$
|
25,864
|
|
|
$
|
9,349
|
|
|
36
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Conservation land sales
|
|
$
|
6,960
|
|
|
$
|
5,781
|
|
|
83
|
%
|
|
Acres:
|
|
1,111
|
|
|
$
|
6,265
|
|
|
$
|
5,203
|
|
Development rights (CE)
|
|
743
|
|
|
743
|
|
|
100
|
%
|
|
Acres:
|
|
2,878
|
|
|
258
|
|
|
258
|
|
||||
Gig Harbor residential
|
|
13,171
|
|
|
4,295
|
|
|
33
|
%
|
|
Lots:
|
|
133
|
|
|
99,030
|
|
|
32,293
|
|
||||
Unimproved land
|
|
52
|
|
|
50
|
|
|
96
|
%
|
|
Acres:
|
|
4
|
|
|
13,000
|
|
|
12,500
|
|
||||
Total land
|
|
20,926
|
|
|
10,869
|
|
|
52
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rentals and other
|
|
1,340
|
|
|
93
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2014 Total
|
|
$
|
22,266
|
|
|
$
|
10,962
|
|
|
49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
•
|
increased in-water remediation activity driven by the discovery of a significantly greater number of pilings to remove, volume of sediments to dredge and resulting increase in the amount of capping material to place,
|
•
|
estimated transportation and site preparation costs to permanently store the bulk of the dredged material at a different location than expected originally,
|
•
|
increased long-term monitoring costs, and
|
•
|
consulting and professional fees for natural resource damages.
|
•
|
the now much greater volume of material to be disposed of,
|
•
|
consideration of the risk of future contamination from this material if stored on the millsite given its proximity to Port Gamble Bay, and
|
•
|
the potential benefits of alternative uses of the millsite afforded by not storing the sediments there.
|
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
|
$
|
11
|
|
|
$
|
24
|
|
|
$
|
25
|
|
Interest expense
|
|
(4,150
|
)
|
|
(3,854
|
)
|
|
(3,539
|
)
|
|||
Capitalized interest expense
|
|
733
|
|
|
860
|
|
|
910
|
|
|||
Net interest expense
|
|
$
|
(3,406
|
)
|
|
$
|
(2,970
|
)
|
|
$
|
(2,604
|
)
|
Noncontrolling interest-2015
|
|
Fund I
|
|
Fund II
|
|
Fund III
|
|
Total
|
||||||||
Management fees paid to ORM LLC
|
|
$
|
—
|
|
|
$
|
(828
|
)
|
|
$
|
(1,402
|
)
|
|
$
|
(2,230
|
)
|
Forest operations
|
|
(3
|
)
|
|
1,812
|
|
|
(526
|
)
|
|
1,283
|
|
||||
Fund operating income (loss) - internal
|
|
(3
|
)
|
|
984
|
|
|
(1,928
|
)
|
|
(947
|
)
|
||||
Interest expense
|
|
—
|
|
|
(1,072
|
)
|
|
(1,318
|
)
|
|
(2,390
|
)
|
||||
Income tax expense
|
|
1
|
|
|
(139
|
)
|
|
(188
|
)
|
|
(326
|
)
|
||||
Fund net loss - internal
|
|
(2
|
)
|
|
(227
|
)
|
|
(3,434
|
)
|
|
(3,663
|
)
|
||||
Net income (loss) attributed to noncontrolling interest
|
|
$
|
1
|
|
|
$
|
(181
|
)
|
|
$
|
(3,263
|
)
|
|
$
|
(3,443
|
)
|
Noncontrolling interest-2014
|
|
Fund I
|
|
Fund II
|
|
Fund III
|
|
Total
|
||||||||
Management fees paid to ORM LLC
|
|
$
|
(562
|
)
|
|
$
|
(1,459
|
)
|
|
$
|
(1,282
|
)
|
|
$
|
(3,303
|
)
|
Forest operations
|
|
23,756
|
|
|
4,409
|
|
|
1,774
|
|
|
29,939
|
|
||||
Fund operating income - internal
|
|
23,194
|
|
|
2,950
|
|
|
492
|
|
|
26,636
|
|
||||
Interest expense
|
|
(1
|
)
|
|
(1,071
|
)
|
|
(893
|
)
|
|
(1,965
|
)
|
||||
Income tax (expense) benefit
|
|
12
|
|
|
(164
|
)
|
|
(104
|
)
|
|
(256
|
)
|
||||
Fund net income (loss) - internal
|
|
23,205
|
|
|
1,715
|
|
|
(505
|
)
|
|
24,415
|
|
||||
Net income (loss) attributed to noncontrolling interest
|
|
$
|
18,564
|
|
|
$
|
1,372
|
|
|
$
|
(480
|
)
|
|
$
|
19,456
|
|
(in thousands)
|
|
2016
|
|
Change
|
|
2015
|
|
Change
|
|
2014
|
||||||||||
Cash provided by operations
|
|
$
|
5,146
|
|
|
$
|
(15,024
|
)
|
|
$
|
20,170
|
|
|
$
|
(10,625
|
)
|
|
$
|
30,795
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Purchase of short-term investments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,000
|
|
|
(4,000
|
)
|
|||||
Maturity of short-term investments
|
|
—
|
|
|
(1,000
|
)
|
|
1,000
|
|
|
(2,000
|
)
|
|
3,000
|
|
|||||
Proceeds from sale of fixed assets
|
|
(1,973
|
)
|
|
576
|
|
|
(2,549
|
)
|
|
(214
|
)
|
|
(2,335
|
)
|
|||||
Capital expenditures
|
|
25
|
|
|
25
|
|
|
—
|
|
|
(37
|
)
|
|
37
|
|
|||||
Proceeds from sale of timberland
|
|
1,603
|
|
|
602
|
|
|
1,001
|
|
|
(67,875
|
)
|
|
68,876
|
|
|||||
Acquisition of timberland - Partnership
|
|
(39,796
|
)
|
|
(34,792
|
)
|
|
(5,004
|
)
|
|
(3,178
|
)
|
|
(1,826
|
)
|
|||||
Acquisition of timberland - Funds
|
|
—
|
|
|
50,556
|
|
|
(50,556
|
)
|
|
21,469
|
|
|
(72,025
|
)
|
|||||
Cash used in investing activities
|
|
(40,141
|
)
|
|
15,967
|
|
|
(56,108
|
)
|
|
(47,835
|
)
|
|
(8,273
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Line of credit borrowings
|
|
23,326
|
|
|
23,326
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Line of credit repayments
|
|
(15,326
|
)
|
|
(15,326
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Repayment of long term debt
|
|
(114
|
)
|
|
4,995
|
|
|
(5,109
|
)
|
|
(5,000
|
)
|
|
(109
|
)
|
|||||
Proceeds from issuance of long-term debt
|
|
38,000
|
|
|
38,000
|
|
|
—
|
|
|
(14,400
|
)
|
|
14,400
|
|
|||||
Debt issuance costs
|
|
(176
|
)
|
|
(156
|
)
|
|
(20
|
)
|
|
2
|
|
|
(22
|
)
|
|||||
Unit repurchases
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,363
|
|
|
(7,363
|
)
|
|||||
Payroll taxes paid on unit net settlements
|
|
(152
|
)
|
|
(45
|
)
|
|
(107
|
)
|
|
89
|
|
|
(196
|
)
|
|||||
Excess tax benefit from equity-based compensation
|
|
53
|
|
|
41
|
|
|
12
|
|
|
(73
|
)
|
|
85
|
|
|||||
Cash distributions to unitholders
|
|
(12,177
|
)
|
|
(469
|
)
|
|
(11,708
|
)
|
|
(671
|
)
|
|
(11,037
|
)
|
|||||
Cash distributions - ORM Timber Funds, net of
distributions to Partnership
|
|
(5,208
|
)
|
|
4,227
|
|
|
(9,435
|
)
|
|
46,622
|
|
|
(56,057
|
)
|
|||||
Capital call - ORM Timber Funds, net of
Partnership contribution
|
|
—
|
|
|
(47,983
|
)
|
|
47,983
|
|
|
(6,737
|
)
|
|
54,720
|
|
|||||
Preferred stock issuance - ORM Timber Funds
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(125
|
)
|
|
125
|
|
|||||
Cash provided by (used in) financing activities
|
|
28,226
|
|
|
6,610
|
|
|
21,616
|
|
|
27,070
|
|
|
(5,454
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
|
$
|
(6,769
|
)
|
|
$
|
7,553
|
|
|
$
|
(14,322
|
)
|
|
$
|
(31,390
|
)
|
|
$
|
17,068
|
|
Year ended
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
2016
|
|
17%
|
|
23%
|
|
19%
|
|
41%
|
2015
|
|
30%
|
|
18%
|
|
21%
|
|
31%
|
2014
|
|
32%
|
|
28%
|
|
20%
|
|
20%
|
(in thousands)
|
Payments Due By Period /Commitment Expiration Date
|
||||||||||||||||||
Obligation or Commitment
|
Total
|
|
Less than 1
year
|
|
1-3 years
|
|
4-5 years
|
|
After 5 years
|
||||||||||
Total debt
|
$
|
130,758
|
|
|
$
|
5,119
|
|
|
$
|
10,051
|
|
|
$
|
33,270
|
|
|
$
|
82,318
|
|
Operating leases
|
235
|
|
|
174
|
|
|
55
|
|
|
6
|
|
|
—
|
|
|||||
Interest on debt
|
36,381
|
|
|
5,562
|
|
|
9,679
|
|
|
7,464
|
|
|
13,676
|
|
|||||
Environmental remediation
|
12,770
|
|
|
8,650
|
|
|
1,730
|
|
|
988
|
|
|
1,402
|
|
|||||
Other long-term obligations
|
151
|
|
|
25
|
|
|
50
|
|
|
50
|
|
|
26
|
|
|||||
Total contractual obligations or commitments
|
$
|
180,295
|
|
|
$
|
19,530
|
|
|
$
|
21,565
|
|
|
$
|
41,778
|
|
|
$
|
97,422
|
|
|
Page
|
|
|
Financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
2016
|
|
2015
|
||||
Current assets
|
|
|
|
||||
Partnership cash and cash equivalents
|
$
|
1,871
|
|
|
$
|
6,310
|
|
ORM Timber Funds cash and cash equivalents
|
1,066
|
|
|
3,396
|
|
||
Cash and cash equivalents
|
2,937
|
|
|
9,706
|
|
||
Accounts receivable, net
|
4,381
|
|
|
3,238
|
|
||
Land and timber held for sale
|
20,503
|
|
|
3,642
|
|
||
Prepaid expenses and other
|
4,385
|
|
|
810
|
|
||
Total current assets
|
32,206
|
|
|
17,396
|
|
||
Properties and equipment, at cost
|
|
|
|
|
|
||
Timber and roads, net of accumulated depletion
|
|
|
|
|
|||
(2016 - $110,533; 2015 - $103,378)
|
279,793
|
|
|
266,104
|
|
||
Timberland
|
54,369
|
|
|
53,879
|
|
||
Land held for development
|
24,390
|
|
|
25,653
|
|
||
Buildings and equipment, net of accumulated
|
|
|
|
|
|||
depreciation (2016 - $7,713; 2015 - $7,251)
|
5,628
|
|
|
6,024
|
|
||
Total properties and equipment, at cost
|
364,180
|
|
|
351,660
|
|
||
Other assets
|
|
|
|
|
|
||
Contracts receivable, net of current portion, and other assets
|
2,664
|
|
|
1,000
|
|
||
Total assets
|
$
|
399,050
|
|
|
$
|
370,056
|
|
|
|
|
|
||||
LIABILITIES, PARTNERS’ CAPITAL AND NONCONTROLLING INTERESTS
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
2,620
|
|
|
$
|
1,384
|
|
Accrued liabilities
|
3,843
|
|
|
3,442
|
|
||
Current portion of long-term debt
|
5,119
|
|
|
114
|
|
||
Deferred revenue
|
418
|
|
|
278
|
|
||
Current portion of environmental remediation liability
|
8,650
|
|
|
11,200
|
|
||
Other current liabilities
|
398
|
|
|
322
|
|
||
Total current liabilities
|
21,048
|
|
|
16,740
|
|
||
Long-term debt, net of unamortized debt issuance costs and current portion
|
125,291
|
|
|
84,537
|
|
||
Environmental remediation and other long-term liabilities
|
4,247
|
|
|
5,713
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Partners’ capital
|
|
|
|
|
|
||
General partners' capital (units issued and outstanding 2016 - 60; 2015 - 60)
|
934
|
|
|
1,009
|
|
||
Limited partners' capital (units issued and outstanding 2016 - 4,255; 2015 - 4,240)
|
58,199
|
|
|
63,539
|
|
||
Noncontrolling interests
|
189,331
|
|
|
198,518
|
|
||
Total partners’ capital and noncontrolling interests
|
248,464
|
|
|
263,066
|
|
||
Total liabilities, partners’ capital, and noncontrolling interests
|
$
|
399,050
|
|
|
$
|
370,056
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
|
|
|
|
|
||||||
Fee Timber
|
$
|
57,304
|
|
|
$
|
52,164
|
|
|
$
|
65,204
|
|
Timberland Investment Management
|
8
|
|
|
—
|
|
|
—
|
|
|||
Real Estate
|
23,116
|
|
|
25,864
|
|
|
22,266
|
|
|||
Total revenue
|
80,428
|
|
|
78,028
|
|
|
87,470
|
|
|||
Costs and expenses
|
|
|
|
|
|
|
|
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|||
Fee Timber
|
(32,642
|
)
|
|
(30,089
|
)
|
|
(36,786
|
)
|
|||
Real Estate
|
(14,631
|
)
|
|
(16,515
|
)
|
|
(11,304
|
)
|
|||
Total cost of sales
|
(47,273
|
)
|
|
(46,604
|
)
|
|
(48,090
|
)
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||
Fee Timber
|
(8,731
|
)
|
|
(8,011
|
)
|
|
(7,879
|
)
|
|||
Timberland Investment Management
|
(2,628
|
)
|
|
(2,625
|
)
|
|
(2,329
|
)
|
|||
Real Estate
|
(4,394
|
)
|
|
(4,036
|
)
|
|
(3,682
|
)
|
|||
Environmental remediation (Real Estate)
|
(7,700
|
)
|
|
—
|
|
|
(10,000
|
)
|
|||
General & Administrative
|
(5,076
|
)
|
|
(4,972
|
)
|
|
(3,781
|
)
|
|||
Total operating expenses
|
(28,529
|
)
|
|
(19,644
|
)
|
|
(27,671
|
)
|
|||
Gain (loss) on sale of timberland (Fee Timber)
|
995
|
|
|
(1,103
|
)
|
|
23,750
|
|
|||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|||
Fee Timber
|
16,926
|
|
|
12,961
|
|
|
44,289
|
|
|||
Timberland Investment Management
|
(2,620
|
)
|
|
(2,625
|
)
|
|
(2,329
|
)
|
|||
Real Estate
|
(3,609
|
)
|
|
5,313
|
|
|
(2,720
|
)
|
|||
General & Administrative
|
(5,076
|
)
|
|
(4,972
|
)
|
|
(3,781
|
)
|
|||
Total operating income
|
5,621
|
|
|
10,677
|
|
|
35,459
|
|
|||
Other income (expense)
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(4,150
|
)
|
|
(3,854
|
)
|
|
(3,539
|
)
|
|||
Interest capitalized to development projects
|
733
|
|
|
860
|
|
|
910
|
|
|||
Interest income
|
11
|
|
|
24
|
|
|
25
|
|
|||
Total other expense
|
(3,406
|
)
|
|
(2,970
|
)
|
|
(2,604
|
)
|
|||
Income before income taxes
|
2,215
|
|
|
7,707
|
|
|
32,855
|
|
|||
Income tax expense
|
(252
|
)
|
|
(207
|
)
|
|
(984
|
)
|
|||
Net and comprehensive income
|
1,963
|
|
|
7,500
|
|
|
31,871
|
|
|||
Net and comprehensive (income) loss attributable to noncontrolling interests-ORM Timber Funds
|
3,979
|
|
|
3,443
|
|
|
(19,456
|
)
|
|||
Net and comprehensive income attributable to unitholders
|
$
|
5,942
|
|
|
$
|
10,943
|
|
|
$
|
12,415
|
|
Allocable to general partners
|
$
|
83
|
|
|
$
|
153
|
|
|
$
|
171
|
|
Allocable to limited partners
|
5,859
|
|
|
10,790
|
|
|
12,244
|
|
|||
Net and comprehensive income attributable to unitholders
|
$
|
5,942
|
|
|
$
|
10,943
|
|
|
$
|
12,415
|
|
Basic and diluted earnings per unit attributable to unitholders
|
$
|
1.35
|
|
|
$
|
2.51
|
|
|
$
|
2.82
|
|
Distributions per unit
|
$
|
2.80
|
|
|
$
|
2.70
|
|
|
$
|
2.50
|
|
|
Attributable to Pope Resources
|
|
|
|
|
||||||||||
|
General Partners
|
|
Limited Partners
|
|
Noncontrolling Interests
|
|
Total
|
||||||||
December 31, 2013
|
$
|
974
|
|
|
$
|
68,471
|
|
|
$
|
145,169
|
|
|
$
|
214,614
|
|
Net income
|
171
|
|
|
12,244
|
|
|
19,456
|
|
|
31,871
|
|
||||
Cash distributions
|
(152
|
)
|
|
(10,885
|
)
|
|
(56,057
|
)
|
|
(67,094
|
)
|
||||
Capital call
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
||||
Equity-based compensation
|
12
|
|
|
855
|
|
|
—
|
|
|
867
|
|
||||
Indirect repurchase of units for minimum tax withholding
|
(3
|
)
|
|
(193
|
)
|
|
—
|
|
|
(196
|
)
|
||||
December 31, 2014
|
1,003
|
|
|
63,213
|
|
|
163,413
|
|
|
227,629
|
|
||||
Net income (loss)
|
153
|
|
|
10,790
|
|
|
(3,443
|
)
|
|
7,500
|
|
||||
Cash distributions
|
(163
|
)
|
|
(11,545
|
)
|
|
(9,435
|
)
|
|
(21,143
|
)
|
||||
Capital call
|
—
|
|
|
—
|
|
|
47,983
|
|
|
47,983
|
|
||||
Equity-based compensation
|
12
|
|
|
852
|
|
|
—
|
|
|
864
|
|
||||
Excess tax benefit from equity-based compensation
|
5
|
|
|
335
|
|
|
—
|
|
|
340
|
|
||||
Indirect repurchase of units for minimum tax withholding
|
(1
|
)
|
|
(106
|
)
|
|
—
|
|
|
(107
|
)
|
||||
December 31, 2015
|
1,009
|
|
|
63,539
|
|
|
198,518
|
|
|
263,066
|
|
||||
Net income (loss)
|
83
|
|
|
5,859
|
|
|
(3,979
|
)
|
|
1,963
|
|
||||
Cash distributions
|
(170
|
)
|
|
(12,007
|
)
|
|
(5,208
|
)
|
|
(17,385
|
)
|
||||
Equity-based compensation
|
13
|
|
|
906
|
|
|
—
|
|
|
919
|
|
||||
Excess tax benefit from equity-based compensation
|
1
|
|
|
52
|
|
|
—
|
|
|
53
|
|
||||
Indirect repurchase of units for minimum tax
withholding
|
(2
|
)
|
|
(150
|
)
|
|
—
|
|
|
(152
|
)
|
||||
December 31, 2016
|
$
|
934
|
|
|
$
|
58,199
|
|
|
$
|
189,331
|
|
|
$
|
248,464
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Cash received from customers
|
$
|
79,428
|
|
|
$
|
76,827
|
|
|
$
|
86,765
|
|
Cash paid to suppliers and employees
|
(56,807
|
)
|
|
(44,187
|
)
|
|
(48,344
|
)
|
|||
Interest received
|
11
|
|
|
24
|
|
|
25
|
|
|||
Interest paid, net of amounts capitalized
|
(3,216
|
)
|
|
(3,097
|
)
|
|
(2,523
|
)
|
|||
Capitalized development activities
|
(13,989
|
)
|
|
(9,052
|
)
|
|
(4,967
|
)
|
|||
Income taxes received (paid)
|
(281
|
)
|
|
(345
|
)
|
|
(161
|
)
|
|||
Net cash provided by operating activities
|
5,146
|
|
|
20,170
|
|
|
30,795
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchase of short-term investments
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
|||
Maturity of short-term investments
|
—
|
|
|
1,000
|
|
|
3,000
|
|
|||
Capital expenditures
|
(1,973
|
)
|
|
(2,549
|
)
|
|
(2,335
|
)
|
|||
Proceeds from sale of fixed assets
|
25
|
|
|
—
|
|
|
37
|
|
|||
Proceeds from sale of timberland
|
1,603
|
|
|
1,001
|
|
|
68,876
|
|
|||
Acquisition of timberland - Partnership
|
(39,796
|
)
|
|
(5,004
|
)
|
|
(1,826
|
)
|
|||
Acquisition of timberland - Funds
|
—
|
|
|
(50,556
|
)
|
|
(72,025
|
)
|
|||
Net cash used in investing activities
|
(40,141
|
)
|
|
(56,108
|
)
|
|
(8,273
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Line of credit borrowings
|
23,326
|
|
|
—
|
|
|
—
|
|
|||
Line of credit repayments
|
(15,326
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
(114
|
)
|
|
(5,109
|
)
|
|
(109
|
)
|
|||
Proceeds from issuance of long-term debt
|
38,000
|
|
|
—
|
|
|
14,400
|
|
|||
Debt issuance costs
|
(176
|
)
|
|
(20
|
)
|
|
(22
|
)
|
|||
Unit repurchases
|
—
|
|
|
—
|
|
|
(7,363
|
)
|
|||
Payroll taxes paid on unit net settlements
|
(152
|
)
|
|
(107
|
)
|
|
(196
|
)
|
|||
Excess tax benefit from equity-based compensation
|
53
|
|
|
12
|
|
|
85
|
|
|||
Cash distributions to unitholders
|
(12,177
|
)
|
|
(11,708
|
)
|
|
(11,037
|
)
|
|||
Cash distributions - ORM Timber Funds, net of distributions to Partnership
|
(5,208
|
)
|
|
(9,435
|
)
|
|
(56,057
|
)
|
|||
Capital call - ORM Timber Funds, net of Partnership contribution
|
—
|
|
|
47,983
|
|
|
54,720
|
|
|||
Preferred stock issuance - ORM Timber Funds
|
—
|
|
|
—
|
|
|
125
|
|
|||
Net cash provided by (used in) financing activities
|
28,226
|
|
|
21,616
|
|
|
(5,454
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(6,769
|
)
|
|
(14,322
|
)
|
|
17,068
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
9,706
|
|
|
24,028
|
|
|
6,960
|
|
|||
End of year
|
$
|
2,937
|
|
|
$
|
9,706
|
|
|
$
|
24,028
|
|
Reconciliation of net income to net cash
|
2016
|
|
2015
|
|
2014
|
||||||
provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
1,963
|
|
|
$
|
7,500
|
|
|
$
|
31,871
|
|
Depletion
|
12,621
|
|
|
9,900
|
|
|
12,192
|
|
|||
Equity-based compensation
|
919
|
|
|
864
|
|
|
867
|
|
|||
Excess tax benefit from equity-based compensation
|
(53
|
)
|
|
(12
|
)
|
|
(85
|
)
|
|||
Depreciation and amortization
|
755
|
|
|
736
|
|
|
727
|
|
|||
(Gain) loss on sale of timberland
|
(995
|
)
|
|
1,103
|
|
|
(23,750
|
)
|
|||
(Gain) loss on sale of property and equipment
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
|||
Deferred taxes, net
|
67
|
|
|
(121
|
)
|
|
643
|
|
|||
Cost of land sold
|
12,439
|
|
|
14,057
|
|
|
9,160
|
|
|||
Increase (decrease) in cash from changes in
|
|
|
|
|
|
|
|
|
|||
operating accounts:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(1,143
|
)
|
|
(810
|
)
|
|
(918
|
)
|
|||
Prepaid expenses and other current assets
|
(3,575
|
)
|
|
1,462
|
|
|
(1,693
|
)
|
|||
Real estate project expenditures
|
(13,989
|
)
|
|
(9,052
|
)
|
|
(4,967
|
)
|
|||
Accounts payable and accrued liabilities
|
1,691
|
|
|
(241
|
)
|
|
(1,710
|
)
|
|||
Deferred revenue
|
141
|
|
|
(390
|
)
|
|
116
|
|
|||
Other current liabilities
|
76
|
|
|
75
|
|
|
(17
|
)
|
|||
Environmental remediation
|
(3,991
|
)
|
|
(4,890
|
)
|
|
8,410
|
|
|||
Other noncurrent assets and liabilities
|
(1,757
|
)
|
|
(11
|
)
|
|
(28
|
)
|
|||
Net cash provided by operating activities
|
$
|
5,146
|
|
|
$
|
20,170
|
|
|
$
|
30,795
|
|
Description
|
12/31/2016
|
|
|
12/31/2015
|
|
||
Buildings
|
$
|
9,439
|
|
|
$
|
9,302
|
|
Equipment
|
3,239
|
|
|
3,320
|
|
||
Furniture and fixtures
|
663
|
|
|
653
|
|
||
Total
|
$
|
13,341
|
|
|
$
|
13,275
|
|
Accumulated depreciation
|
(7,713
|
)
|
|
(7,251
|
)
|
||
Net buildings and equipment
|
$
|
5,628
|
|
|
$
|
6,024
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per unit data)
|
2016
|
|
2015
|
|
2014
|
||||||
Net and comprehensive income attributable to unitholders
|
$
|
5,942
|
|
|
$
|
10,943
|
|
|
$
|
12,415
|
|
Less: Net and comprehensive income attributable to unvested restricted unitholders
|
(101
|
)
|
|
(103
|
)
|
|
(112
|
)
|
|||
Less: Dividends paid to Funds preferred shareholders
|
(31
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|||
Net and comprehensive income attributable to unitholders
|
$
|
5,810
|
|
|
$
|
10,809
|
|
|
$
|
12,272
|
|
Basic and diluted weighted average units outstanding
|
4,313
|
|
|
4,289
|
|
|
4,353
|
|
|||
Basic and diluted net earnings per unit
|
$
|
1.35
|
|
|
$
|
2.51
|
|
|
$
|
2.82
|
|
•
|
Level 1-Inputs are quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2-Inputs are: (a) quoted prices for similar assets or liabilities in an active market, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, or (c) inputs other than quoted prices that are observable and market-corroborated inputs, which are derived principally from or corroborated by observable market data.
|
•
|
Level 3-Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
|
2.
|
ORM TIMBER FUND I, LP (FUND I), ORM TIMBER FUND II, INC. (FUND II), ORM TIMBER FUND III (REIT) INC. (FUND III), AND ORM TIMBER FUND IV (FUND IV) (COLLECTIVELY, “THE FUNDS”)
|
|
2015
|
|
2014
|
||||
Timing
|
Fourth Quarter
|
|
Fourth Quarter
|
||||
Fund
|
Fund III
|
|
Fund III
|
||||
Location
|
South Puget Sound WA
|
|
Northwestern OR
|
||||
Acres
|
15,100
|
|
12,900
|
||||
Purchase price allocation
(in thousands)
|
|
|
|
||||
Land
|
$
|
6,053
|
|
|
$
|
7,730
|
|
Timber and roads
|
44,503
|
|
|
64,295
|
|
||
Total purchase price
|
$
|
50,556
|
|
|
$
|
72,025
|
|
(in thousands)
|
2016
|
|
2015
|
||||
Cash
|
$
|
1,066
|
|
|
$
|
3,396
|
|
Land and timber held for sale
|
13,941
|
|
|
—
|
|
||
Other current assets
|
2,195
|
|
|
602
|
|
||
Total current assets
|
17,202
|
|
|
3,998
|
|
||
Properties and equipment (net of accumulated depletion
|
|
|
|
|
|||
and depreciation in 2016 and 2015 of $38,306 and $34,757)
|
249,197
|
|
|
271,850
|
|
||
Total assets
|
$
|
266,399
|
|
|
$
|
275,848
|
|
|
|
|
|
||||
Current liabilities
|
$
|
2,256
|
|
|
$
|
1,723
|
|
Long-term debt
|
57,268
|
|
|
57,246
|
|
||
Funds’ equity
|
206,875
|
|
|
216,879
|
|
||
Total liabilities and equity
|
$
|
266,399
|
|
|
$
|
275,848
|
|
|
Partnership
|
|
Funds
|
|
Consolidated
|
||||||
2017
|
$
|
5,119
|
|
|
$
|
—
|
|
|
$
|
5,119
|
|
2018
|
123
|
|
|
—
|
|
|
123
|
|
|||
2019
|
9,928
|
|
|
—
|
|
|
9,928
|
|
|||
2020
|
8,133
|
|
|
25,000
|
|
|
33,133
|
|
|||
2021
|
138
|
|
|
—
|
|
|
138
|
|
|||
Thereafter
|
49,937
|
|
|
32,380
|
|
|
82,317
|
|
|||
Total
|
$
|
73,378
|
|
|
$
|
57,380
|
|
|
$
|
130,758
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Income before income taxes
|
$
|
2,215
|
|
|
$
|
7,707
|
|
|
$
|
32,855
|
|
Income in entities that pass-through pre-tax earnings to the partners
|
1,500
|
|
|
7,203
|
|
|
30,169
|
|
|||
Income subject to income taxes
|
$
|
715
|
|
|
$
|
504
|
|
|
$
|
2,686
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
$
|
(185
|
)
|
|
$
|
(328
|
)
|
|
$
|
(341
|
)
|
Deferred
|
(67
|
)
|
|
121
|
|
|
(643
|
)
|
|||
Total
|
$
|
(252
|
)
|
|
$
|
(207
|
)
|
|
$
|
(984
|
)
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Compensation-related accruals
|
$
|
456
|
|
|
$
|
421
|
|
|
$
|
17
|
|
Net operating loss carryforwards
|
284
|
|
|
399
|
|
|
337
|
|
|||
Depreciation
|
16
|
|
|
(16
|
)
|
|
(23
|
)
|
|||
Other
|
(3
|
)
|
|
16
|
|
|
27
|
|
|||
Total
|
$
|
753
|
|
|
$
|
820
|
|
|
$
|
358
|
|
|
Units
|
|
Weighted Avg
Grant Date
Fair Value ($)
|
||
Outstanding December 31, 2013
|
70,758
|
|
|
50.34
|
|
Grants
|
12,966
|
|
|
65.50
|
|
Vested
|
(21,070
|
)
|
|
46.04
|
|
Forfeited
|
(18,261
|
)
|
|
55.49
|
|
Tendered back to pay tax withholding
|
(2,966
|
)
|
|
47.30
|
|
Outstanding December 31, 2014
|
41,427
|
|
|
55.23
|
|
Grants
|
12,050
|
|
|
62.14
|
|
Vested
|
(15,729
|
)
|
|
49.39
|
|
Tendered back to pay tax withholding
|
(1,701
|
)
|
|
50.33
|
|
Outstanding December 31, 2015
|
36,047
|
|
|
59.96
|
|
Grants
|
15,016
|
|
|
64.67
|
|
Vested
|
(12,789
|
)
|
|
55.97
|
|
Forfeited
|
(436
|
)
|
|
62.49
|
|
Tendered back to pay tax withholding
|
(2,345
|
)
|
|
57.41
|
|
Outstanding December 31, 2016
|
35,493
|
|
|
63.53
|
|
(in thousands)
|
|
Balances at
the Beginning
of the Period
|
|
Additions
to
Accrual
|
|
Expenditures
for
Remediation
|
|
Balance at
Period-end
|
||||||||
Year ended December 31, 2014
|
|
$
|
13,241
|
|
|
$
|
10,000
|
|
|
$
|
1,590
|
|
|
$
|
21,651
|
|
Year ended December 31, 2015
|
|
21,651
|
|
|
—
|
|
|
4,890
|
|
|
16,761
|
|
||||
Year ended December 31, 2016
|
|
$
|
16,761
|
|
|
$
|
7,700
|
|
|
$
|
11,691
|
|
|
$
|
12,770
|
|
(in thousands)
|
Fee Timber
|
|
|
Real
|
|
|
|
||||||||||||||||
2016
|
Partnership
|
Funds
|
Combined
|
|
TIM
|
Estate
|
|
Other
|
Consolidated
|
||||||||||||||
Revenue internal
|
$
|
36,478
|
|
$
|
21,029
|
|
$
|
57,507
|
|
|
$
|
3,275
|
|
$
|
23,419
|
|
|
$
|
—
|
|
$
|
84,201
|
|
Eliminations
|
(203
|
)
|
—
|
|
(203
|
)
|
|
(3,267
|
)
|
(303
|
)
|
|
—
|
|
(3,773
|
)
|
|||||||
Revenue external
|
36,275
|
|
21,029
|
|
57,304
|
|
|
8
|
|
23,116
|
|
|
—
|
|
80,428
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of sales
|
(15,497
|
)
|
(17,145
|
)
|
(32,642
|
)
|
|
—
|
|
(14,631
|
)
|
|
—
|
|
(47,273
|
)
|
|||||||
Operating, general and administrative expenses internal
|
(6,152
|
)
|
(5,974
|
)
|
(12,126
|
)
|
|
(2,888
|
)
|
(4,441
|
)
|
|
(5,147
|
)
|
(24,602
|
)
|
|||||||
Eliminations
|
128
|
|
3,267
|
|
3,395
|
|
|
260
|
|
47
|
|
|
71
|
|
3,773
|
|
|||||||
Operating, general and administrative expenses external
|
(6,024
|
)
|
(2,707
|
)
|
(8,731
|
)
|
|
(2,628
|
)
|
(4,394
|
)
|
|
(5,076
|
)
|
(20,829
|
)
|
|||||||
Environmental remediation
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(7,700
|
)
|
|
—
|
|
(7,700
|
)
|
|||||||
Gain (loss) on sale of timberland
|
769
|
|
226
|
|
995
|
|
|
—
|
|
—
|
|
|
—
|
|
995
|
|
|||||||
Income (loss) from operations internal
|
15,598
|
|
(1,864
|
)
|
13,734
|
|
|
387
|
|
(3,353
|
)
|
|
(5,147
|
)
|
5,621
|
|
|||||||
Eliminations
|
(75
|
)
|
3,267
|
|
3,192
|
|
|
(3,007
|
)
|
(256
|
)
|
|
71
|
|
—
|
|
|||||||
Income (loss) from operations external
|
$
|
15,523
|
|
$
|
1,403
|
|
$
|
16,926
|
|
|
$
|
(2,620
|
)
|
$
|
(3,609
|
)
|
|
$
|
(5,076
|
)
|
$
|
5,621
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue internal
|
$
|
29,257
|
|
$
|
23,250
|
|
$
|
52,507
|
|
|
$
|
2,235
|
|
$
|
26,007
|
|
|
$
|
—
|
|
$
|
80,749
|
|
Eliminations
|
(343
|
)
|
—
|
|
(343
|
)
|
|
(2,235
|
)
|
(143
|
)
|
|
—
|
|
(2,721
|
)
|
|||||||
Revenue external
|
28,914
|
|
23,250
|
|
52,164
|
|
|
—
|
|
25,864
|
|
|
—
|
|
78,028
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of sales
|
(11,875
|
)
|
(18,214
|
)
|
(30,089
|
)
|
|
—
|
|
(16,515
|
)
|
|
—
|
|
(46,604
|
)
|
|||||||
Operating, general and administrative expenses internal
|
(5,387
|
)
|
(4,874
|
)
|
(10,261
|
)
|
|
(2,953
|
)
|
(4,056
|
)
|
|
(5,095
|
)
|
(22,365
|
)
|
|||||||
Eliminations
|
20
|
|
2,230
|
|
2,250
|
|
|
328
|
|
20
|
|
|
123
|
|
2,721
|
|
|||||||
Operating, general and administrative expenses external
|
(5,367
|
)
|
(2,644
|
)
|
(8,011
|
)
|
|
(2,625
|
)
|
(4,036
|
)
|
|
(4,972
|
)
|
(19,644
|
)
|
Gain (loss) on sale of timberland
|
—
|
|
(1,103
|
)
|
(1,103
|
)
|
|
—
|
|
—
|
|
|
—
|
|
(1,103
|
)
|
|||||||
Income (loss) from operations internal
|
11,995
|
|
(941
|
)
|
11,054
|
|
|
(718
|
)
|
5,436
|
|
|
(5,095
|
)
|
10,677
|
|
|||||||
Eliminations
|
(323
|
)
|
2,230
|
|
1,907
|
|
|
(1,907
|
)
|
(123
|
)
|
|
123
|
|
—
|
|
|||||||
Income (loss) from operations external
|
$
|
11,672
|
|
$
|
1,289
|
|
$
|
12,961
|
|
|
$
|
(2,625
|
)
|
$
|
5,313
|
|
|
$
|
(4,972
|
)
|
$
|
10,677
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue internal
|
$
|
34,459
|
|
$
|
31,356
|
|
$
|
65,815
|
|
|
$
|
3,303
|
|
$
|
22,385
|
|
|
$
|
—
|
|
$
|
91,503
|
|
Eliminations
|
(611
|
)
|
—
|
|
(611
|
)
|
|
(3,303
|
)
|
(119
|
)
|
|
—
|
|
(4,033
|
)
|
|||||||
Revenue external
|
33,848
|
|
31,356
|
|
65,204
|
|
|
—
|
|
22,266
|
|
|
—
|
|
87,470
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cost of sales
|
(14,397
|
)
|
(22,389
|
)
|
(36,786
|
)
|
|
—
|
|
(11,304
|
)
|
|
—
|
|
(48,090
|
)
|
|||||||
Operating, general and administrative expenses internal
|
(5,101
|
)
|
(6,081
|
)
|
(11,182
|
)
|
|
(2,940
|
)
|
(3,682
|
)
|
|
(3,900
|
)
|
(21,704
|
)
|
|||||||
Eliminations
|
—
|
|
3,303
|
|
3,303
|
|
|
611
|
|
—
|
|
|
119
|
|
4,033
|
|
|||||||
Operating, general and administrative expenses external
|
(5,101
|
)
|
(2,778
|
)
|
(7,879
|
)
|
|
(2,329
|
)
|
(3,682
|
)
|
|
(3,781
|
)
|
(17,671
|
)
|
|||||||
Environmental remediation
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(10,000
|
)
|
|
—
|
|
(10,000
|
)
|
|||||||
Gain (loss) on sale of timberland
|
—
|
|
23,750
|
|
23,750
|
|
|
—
|
|
—
|
|
|
—
|
|
23,750
|
|
|||||||
Income (loss) from operations internal
|
14,961
|
|
26,636
|
|
41,597
|
|
|
363
|
|
(2,601
|
)
|
|
(3,900
|
)
|
35,459
|
|
|||||||
Eliminations
|
(611
|
)
|
3,303
|
|
2,692
|
|
|
(2,692
|
)
|
(119
|
)
|
|
119
|
|
—
|
|
|||||||
Income (loss) from operations external
|
$
|
14,350
|
|
$
|
29,939
|
|
$
|
44,289
|
|
|
$
|
(2,329
|
)
|
$
|
(2,720
|
)
|
|
$
|
(3,781
|
)
|
$
|
35,459
|
|
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Depreciation, Amortization and Depletion
|
|
|
|
|
|
||||||
Fee Timber-Partnership
|
$
|
9,095
|
|
|
$
|
8,044
|
|
|
$
|
2,570
|
|
Fee Timber-Funds
|
3,771
|
|
|
2,174
|
|
|
9,969
|
|
|||
Fee Timber-Combined
|
12,866
|
|
|
10,218
|
|
|
12,539
|
|
|||
Timberland Investment Management
|
33
|
|
|
18
|
|
|
2
|
|
|||
Real Estate
|
388
|
|
|
299
|
|
|
394
|
|
|||
G&A
|
89
|
|
|
101
|
|
|
88
|
|
|||
Total
|
$
|
13,376
|
|
|
$
|
10,636
|
|
|
$
|
13,023
|
|
Assets
|
|
|
|
|
|
|
|
|
|||
Fee Timber-Partnership
|
$
|
266,401
|
|
|
$
|
49,499
|
|
|
$
|
46,453
|
|
Fee Timber-Funds
|
87,419
|
|
|
275,786
|
|
|
240,754
|
|
|||
Fee Timber-Combined
|
353,820
|
|
|
325,285
|
|
|
287,207
|
|
|||
Timberland Investment Management
|
325
|
|
|
182
|
|
|
52
|
|
|||
Real Estate
|
38,988
|
|
|
33,983
|
|
|
37,673
|
|
|||
G&A
|
5,917
|
|
|
10,606
|
|
|
19,894
|
|
|||
Total
|
$
|
399,050
|
|
|
$
|
370,056
|
|
|
$
|
344,826
|
|
Capital and Land Expenditures
|
|
|
|
|
|
|
|
|
|||
Fee Timber-Partnership
|
$
|
40,745
|
|
|
$
|
5,877
|
|
|
$
|
2,536
|
|
Fee Timber-Funds
|
859
|
|
|
51,854
|
|
|
73,359
|
|
|||
Fee Timber-Combined
|
41,604
|
|
|
57,731
|
|
|
75,895
|
|
|||
Timberland Investment Management
|
13
|
|
|
69
|
|
|
38
|
|
|||
Real Estate-development activities
|
13,993
|
|
|
9,631
|
|
|
4,967
|
|
|||
Real Estate-other
|
128
|
|
|
225
|
|
|
198
|
|
|||
G&A
|
20
|
|
|
79
|
|
|
55
|
|
|||
Total
|
$
|
55,758
|
|
|
$
|
67,735
|
|
|
$
|
81,153
|
|
Revenue by product/service
|
|
|
|
|
|
|
|
|
|||
Domestic forest products
|
$
|
47,255
|
|
|
$
|
41,636
|
|
|
$
|
42,896
|
|
Export forest products, indirect
|
10,049
|
|
|
10,528
|
|
|
22,308
|
|
|||
Conservation easements and land sales
|
4,440
|
|
|
6,815
|
|
|
7,703
|
|
|||
Fees for service
|
8
|
|
|
—
|
|
|
37
|
|
|||
Homes, lots, and undeveloped acreage
|
18,676
|
|
|
19,049
|
|
|
14,526
|
|
|||
Total
|
$
|
80,428
|
|
|
$
|
78,028
|
|
|
$
|
87,470
|
|
(in thousands, except
per unit amounts)
|
Revenue
|
|
Income (loss)
from operations
|
|
Net and comprehensive income (loss)
attributable to
unitholders
|
|
Basic and diluted
earnings (loss) per unit
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
First quarter
|
$
|
11,069
|
|
|
$
|
(822
|
)
|
|
$
|
(1,034
|
)
|
|
$
|
(0.25
|
)
|
Second quarter
|
12,713
|
|
|
142
|
|
|
436
|
|
|
0.09
|
|
||||
Third quarter
|
13,178
|
|
|
1,985
|
|
|
1,970
|
|
|
0.45
|
|
||||
Fourth quarter
|
43,468
|
|
|
4,316
|
|
|
4,571
|
|
|
1.05
|
|
||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
First quarter
|
$
|
26,908
|
|
|
$
|
8,073
|
|
|
$
|
7,809
|
|
|
$
|
1.80
|
|
Second quarter
|
13,904
|
|
|
180
|
|
|
289
|
|
|
0.06
|
|
||||
Third quarter
|
15,208
|
|
|
(873
|
)
|
|
615
|
|
|
0.13
|
|
||||
Fourth quarter
|
22,008
|
|
|
3,297
|
|
|
2,230
|
|
|
0.51
|
|
1)
|
Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;
|
2)
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Partnership are being made only in accordance with authorizations of management of the Partnership; and
|
3)
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Partnership’s assets that could have a material effect on the financial statements.
|
Name
|
Age
|
Position, Background, and Qualifications to Serve
|
Thomas M. Ringo (2)
|
63
|
President and Chief Executive Officer, and Director, from June 2014 to present. Vice President and CFO from December 2000 to April 2015. Senior Vice President Finance and Client Relations from June 1996 to December 2000. Vice President Finance from November 1991 to June 1996. Treasurer from March 1989 through October 1991 of Pope MGP, Inc. and the Partnership.
|
William R. Brown (1), (3), (4), (5)
|
65
|
Director since October 2015. President, Green Diamond Resource Company from 2006 through 2013. Plum Creek Timber Company: Executive Vice President and Chief Financial Officer from 1999 through 2006; Vice President, Strategic Business Development from 1998 through 1999; Vice President, Resources from 1995 through 1998; Director of Planning from 1990 through 1995. Director of Planning and Analysis, Glacier Park Company from 1987 through 1990. Finance Manager, Cornerstone Columbia Development Company from 1984 through 1987. Business Analyst, Weyerhaeuser Company from 1981 through 1984. Management Consultant, Kurt Salmon Associates, 1978 through 1980. Mr. Brown’s experience in the forest products industry and knowledge of timberland markets in the Pacific Northwest and elsewhere allow him to provide extensive insight into strategic and tactical business issues relevant to the Partnership. In addition, the senior financial leadership positions he has held at other companies allows him to provide valuable financial guidance as a member of the Audit Committee.
|
John E. Conlin (2), (3), (4)
|
58
|
Director since December 2005. Co-President, NWQ Investment Management Company LLC, 2006 to present. Member, Board of Advisors, Victory Park Capital, 2009 to present. Member, Corporate Advisory Board, University of Michigan, Ross School of Business, 2006 to present and currently Chariman. Member, University of Rochester Endowment Committee, 2006 to present. Director, ACME Communications, 2005 to 2008. Director, Cannell Capital Management 2002 to 2006. CEO, Robertson Stephens, Inc, from 2001 to 2003; COO, Robertson Stephens, Inc, from 1999 to 2000. Held numerous positions with Credit Suisse from 1983 to 1999, the last of which was Managing Director. Mr. Conlin’s background in corporate finance, capital-raising and financial analysis bring the Partnership a perspective that is unique among our directors. Moreover, Mr. Conlin offers an ability to assess capital needs, structures and returns relating to the performance and operation of the Partnership, the Funds, and our strategic goals and objectives.
|
Sandy D. McDade (1), (3), (4)
|
65
|
Director since September 2016. Weyerhaeuser Company: Senior Vice President and General Counsel, 2006 through 2014; Senior Vice President, Industrial Wood Products and International Business Groups, 2005 through 2006; President, Weyerhaeuser Canada, January 2003 through 2005; Vice President of Strategic Planning, 2000 through 2003; Corporate Secretary, 1993 through 2000; Assistant General Counsel, 1980 through 2000. Mr. Mcdade is a board member of Federal Way Asset Management, registered investment advisor. Mr. McDade’s deep experience in the forest products industry brings both operational and strategic expertise to the Partnership, as well as knowledge of international markets and corporate governance.
|
Name
|
Age
|
Position, Background, and Qualifications to Serve
|
|
Kevin C. Bates
|
50
|
|
Vice President of Timberland Investments from June 2014 to present, Director of Timberland Investment Management from March 2007 to June 2014. Controller from February 2001 to March 2007, Accounting Manager from February 1998 to February 2001. Internal Audit for Fluke Corporation and Accounting Manager for WAVTrace from May 1997 to March 1998. Audit Senior and Audit Manager for Deloitte & Touche, 1991 to 1997.
|
John D. Lamb
|
55
|
|
Vice President and Chief Financial Officer since April 2015. Senior Vice President and Chief Financial Officer for Unico Properties from 1997 through 2013. Corporate Controller for Shurgard Storage Centers from 1990 through 1997. Audit and Tax consultant with KPMG and Ernst & Young from 1983 through 1990.
|
Jonathan P. Rose
|
54
|
|
Vice President - Real Estate and President of Olympic Property Group from June 2014 to present, Director of Real Estate and President of Olympic Property Group from March 2005 to June 2014. Vice President of Property Development from January 2000 to March 2005, Project Manager March 1996 to January 2000. Design Engineer for Apex Engineering from 1987 to 1996.
|
1)
|
Class A Director
|
2)
|
Class B Director
|
3)
|
Member of the Audit Committee
|
4)
|
Member of the Human Resources Committee
|
5)
|
Designated financial expert for the Board of Directors Audit Committee
|
Individual’s Name
|
Name of Public Company
|
Term of Directorship
|
Maria M. Pope
|
Umpqua Holdings Corporation (NASDAQ:UMPQ)
Sterling Financial Corporation (NASDAQ:STSA)
TimberWest Forest Corp. (TSX:TWF.UN)
|
2014 - present
2013 - 2014
2006 - 2012
|
Forest Products
|
Real Estate
|
Agriculture
|
Deltic (DEL)
|
EastGroup Properties (EGP)
|
Alico (ALCO)
|
Plum Creek (PCL) *
|
First Potomac (FPO)
|
Griffin Industrial Realty (GRIF)
|
Potlatch (PCH)
|
Forestar Group Inc. (FOR)
|
Limoneira (LMNR)
|
Rayonier (RYN)
|
Monmouth RE Investment (MNR)
|
|
St. Joe (JOE)
|
Tejon Ranch (TRC)
|
|
CatchMark Timber Trust (CTT)
|
|
|
Weyerhaeuser (WY)
|
|
|
•
|
cash payments equal to two times Mr. Ringo’s base salary, plus the executive’s target bonus for the year in which the change in control occurred;
|
•
|
immediate vesting of all outstanding unit option awards consistent with the terms of the Pope Resources 2005 Equity Incentive Plan; and
|
•
|
continued coverage for Mr. Ringo and his dependents under Pope Resources’ health and welfare plan for up to 18 months after termination.
|
Two times base salary
|
$750,000
|
Target bonus
|
$225,000
|
Total cash payments
|
$975,000
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Unit Awards
($) (1)
|
Non-equity Incentive
Program
Compensation ($) (2)
|
All Other
Compensation
($) (3)
|
Total
($)
|
|||||
Thomas M. Ringo
President and CEO
|
2016
|
366,667
|
|
317,675
|
|
142,160
|
|
24,491
|
|
850,993
|
|
|
2015
|
325,000
|
|
166,400
|
|
160,000
|
|
22,445
|
|
673,845
|
|
President, CEO and CFO (4)
|
2014
|
225,605
|
|
83,903
|
|
180,000
|
|
23,900
|
|
513,408
|
|
Kevin C. Bates
Vice President of Timberland Investments
|
2016
|
240,792
|
|
176,850
|
|
88,850
|
|
17,540
|
|
524,032
|
|
|
2015
|
193,959
|
|
64,000
|
|
100,000
|
|
20,475
|
|
378,434
|
|
|
2014
|
177,677
|
|
62,150
|
|
113,500
|
|
22,145
|
|
375,472
|
|
John D. Lamb
Vice President and CFO (4) |
2016
|
253,125
|
|
52,400
|
|
—
|
|
55,800
|
|
361,325
|
|
|
2015
|
175,190
|
|
64,000
|
|
—
|
|
39,500
|
|
278,690
|
|
Jonathon P. Rose
Vice President - Real Estate
and President of Olympic
Property Group
|
2016
|
209,271
|
|
89,080
|
|
88,850
|
|
19,700
|
|
406,901
|
|
|
2015
|
204,167
|
|
64,000
|
|
100,000
|
|
20,995
|
|
389,162
|
|
|
2014
|
194,997
|
|
62,150
|
|
113,500
|
|
20,635
|
|
391,282
|
|
David L. Nunes
President and CEO (4)
|
2014
|
184,241
|
|
—
|
|
—
|
|
24,800
|
|
209,041
|
|
(1)
|
Amounts represent the market value on the date of grant of restricted units received in January 2017, 2016 and 2015, respectively, as compensation under the PRU plan for 2016, 2015 and 2014 performance. Expense will be recognized, however, over the four-year vesting period for each of these grants with 25% vesting each year.
|
(2)
|
Represents awards earned for each of the years 2014 through 2016 under the LTIP but paid out in January 2015, 2016, and 2017, respectively, as discussed in the Compensation Discussion and Analysis. Messrs. Ringo, Bates and Rose earned additional compensation of $24,000, $16,000 and $16,000, respectively, in 2014 which was paid in June 2015. These amounts were awarded to recognize the additional responsibilities assumed by these individuals following the departure of Mr. Nunes until the appointment of Mr. Ringo as the permanent CEO.
|
(3)
|
Amounts represent matching contributions to the Partnership’s 401(k) plan made by the Partnership on behalf of the executive, and distributions received by the executive on unvested restricted Partnership units (the value of the restricted units is described under footnote (1) above and not repeated here). For Mr. Lamb, the amount also includes $37,500 earned in 2015 and paid in 2016 and $50,000 earned in 2016 and paid in 2017 in recognition that he will not receive his first payment under the LTIP until 2018.
|
(4)
|
Mr. Nunes served as CEO until May 31, 2014. Mr. Ringo was designated interim CEO effective June 1, 2014, and continued in his role as CFO. Mr. Ringo became the Partnership’s permanent CEO on December 1, 2014 and continued to serve as CFO until Mr. Lamb was designated CFO effective April 20, 2015.
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Program Awards (1)
|
Estimated Future Payouts Under Equity Incentive Program Awards
|
|
|
|
|
||||||||
Name
|
Type of
Award
|
Grant
Date (2)
|
Thresh
-old ($)
|
Target
($)
|
Maximum
($)
|
Thresh
-old ($)
|
Target ($)
|
Maximum
($)
|
All Other Unit Awards: Number of Shares of Unit or Units (#) (3)
|
All Other Options Awards: Number of Securities Underlying Options (#)
|
Closing Price on Grant Date ($/Sh)
|
Grant Date Fair Value of Stock and Option Awards ($)
|
||||
Thomas M Ringo
President and
CEO
|
LTIP
2016-18
|
None
|
—
|
225,000
|
|
450,000
|
|
|
|
|
|
|
|
|
||
RU
|
1/13/16
|
|
|
|
|
|
|
|
|
2,600
|
|
|
64.50
|
167,700
|
|
|
Kevin C.
Bates Vice President
|
LTIP
2016-18 |
None
|
—
|
80,000
|
|
160,000
|
|
|
|
|
|
|
|
|
|
|
RU
|
1/13/16
|
|
|
|
|
|
|
|
|
800
|
|
|
64.50
|
51,600
|
|
|
John D. Lamb
Vice President and CFO |
LTIP
2016-18 |
None
|
—
|
80,000
|
|
160,000
|
|
|
|
|
—
|
|
|
|
|
|
RU
|
1/13/16
|
|
|
|
|
|
|
1000
|
|
|
64.50
|
64,500
|
|
|||
Jonathon P.
Rose Vice President
|
LTIP
2016-18 |
None
|
—
|
50,000
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
RU
|
1/13/16
|
|
|
|
|
|
|
1,200
|
|
|
64.50
|
77,400
|
|
(1)
|
Reflects potential awards under the LTIP. The LTIP was implemented in 2010 with an initial “cycle” corresponding to the performance period 2008 – 10, a second cycle for the performance period 2009 – 11, and so on up through the ninth cycle for the performance period 2016 – 18 which is the only cycle shown in the table above since its performance period initiated in calendar year 2016. Payouts for the 2012-14, 2013-15, and 2014-16 cycles are reflected in the Summary Compensation Table (see footnote (2) from that table). A description of how the LTIP functions is described above under Long-Term Incentive Program (LTIP).
|
(2)
|
No grant date attaches to LTIP cycles.
|
(3)
|
Reflects the grant of time-based restricted units that will vest ratably over a four-year period on each of the four anniversaries of the grant dates.
|
|
Option Awards
|
Unit Awards
|
||
Name
|
Number of Units Acquired on Exercise
|
Value Realized on Exercise
|
Number of Units Acquired on Vesting
|
Value Realized on Vesting
|
(#)
|
($)
|
(#) (1)
|
($)
|
|
Thomas M. Ringo
President and CEO
|
—
|
—
|
2,026
|
131,956
|
Kevin C. Bates
V.P. Timberland Investments
|
—
|
—
|
2,000
|
130,693
|
John D. Lamb
Vice President and CFO |
—
|
—
|
—
|
—
|
Jonathon P. Rose
V.P. Real Estate
|
—
|
—
|
1,800
|
117,495
|
(1)
|
Of the 2,026 units acquired upon vesting in 2016 by Mr. Ringo, he tendered back 548 units with an aggregate value of $35,694 to the Partnership in lieu of paying cash for payroll taxes due on vesting. As such, Mr. Ringo retained a net position of 1,478 of these units. Of the 1,800 units acquired upon vesting in 2016 by Mr. Rose, he tendered back 487 units with an aggregate value of $31,781 to the Partnership in lieu of paying cash for payroll taxes due on the vesting. As such, Mr. Rose retained a net position of 1,313 of these units.
|
|
|
|
|
Thomas M.
Ringo
|
|
Kevin C.
Bates |
|
John D. Lamb
|
|
Jonathan P.
Rose
|
||||||||
A
|
|
Total # of units owned - excluding unvested restricted units
|
|
24,006
|
|
|
19,494
|
|
|
1,000
|
|
|
6,313
|
|
||||
B
|
|
Value of units owned - excluding unvested restricted units
|
|
$
|
1,691,943
|
|
|
$
|
1,373,937
|
|
|
$
|
70,480
|
|
|
$
|
444,940
|
|
C
|
|
Base salary
|
|
$
|
375,000
|
|
|
$
|
250,000
|
|
|
$
|
253,750
|
|
|
$
|
210,125
|
|
|
|
Value divided by salary - B/C
|
|
4.5
|
|
|
5.5
|
|
|
0.3
|
|
|
2.1
|
|
||||
% of A acquired via:
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Open market purchase
|
|
8
|
%
|
|
6
|
%
|
|
75
|
%
|
|
—
|
%
|
||||
|
|
Exercise of options
|
|
37
|
%
|
|
19
|
%
|
|
—
|
%
|
|
26
|
%
|
||||
|
|
Vesting of restricted units
|
|
55
|
%
|
|
75
|
%
|
|
25
|
%
|
|
74
|
%
|
||||
D
|
|
Total # of unvested restricted units
|
|
7,811
|
|
|
4,050
|
|
|
1,550
|
|
|
3,010
|
|
||||
E
|
|
Value of unvested restricted units
|
|
$
|
550,519
|
|
|
$
|
285,444
|
|
|
$
|
109,244
|
|
|
$
|
212,145
|
|
|
|
Value divided by salary - E/C
|
|
1.5
|
|
|
1.1
|
|
|
0.4
|
|
|
1.0
|
|
||||
F
|
|
Combined value of all owned units - B plus E
|
|
$
|
2,242,462
|
|
|
$
|
1,659,381
|
|
|
$
|
179,724
|
|
|
$
|
657,085
|
|
|
|
Value divided by salary - F/C
|
|
6.0
|
|
|
6.6
|
|
|
0.7
|
|
|
3.1
|
|
Name
|
Fees
Earned
or Paid
in Cash
($)
|
Unit
Awards
($) (1)
|
Option
Awards
($) (2)
|
Non-Equity
Incentive Program
Compensation
($)
|
Change in
Pension
Value and
Non-qualified
Deferred
Compensation
Earnings
|
All Other
Compensation
($) (3)
|
Total
($)
|
|||||||
William R. Brown
|
53,790
|
|
50,052
|
|
—
|
|
—
|
|
—
|
|
4,273
|
|
108,115
|
|
John E. Conlin
|
130
|
|
100,422
|
|
—
|
|
—
|
|
—
|
|
8,473
|
|
109,025
|
|
Sandy D. McDade (4)
|
15,499
|
|
—
|
|
|
|
|
66,299
|
|
81,798
|
|
|||
Maria M. Pope
|
160
|
|
84,892
|
|
—
|
|
—
|
|
—
|
|
8,473
|
|
93,525
|
|
J. Thurston Roach (4)
|
30,015
|
|
50,052
|
|
—
|
|
—
|
|
—
|
|
4,236
|
|
84,303
|
|
(1)
|
Amounts include the market value on the date of grant (January 13, 2016) of restricted units received during the year. These units are subject to a trading restriction until the units vest. These unit grants vest ratably over four years, with 25% vesting on each anniversary of the grant. In addition, amounts include units with a value of $50,370 for Mr. Conlin and $34,840 for Ms. Pope who elected to receive their quarterly retainers in the form of units. For each of Messrs. Conlin and Roach, a total of 750 restricted units granted during fiscal year 2012 vested and became eligible for trading on January 11, 2016. For Mr. Conlin, Mr. Roach and Ms. Pope, 750 units granted during fiscal year 2013 vested and became eligible for trading on January 11, 2016. For Mr. Roach, an additional 750 units vested and became eligible for trading on his retirement effective September 6, 2016.
|
(2)
|
No options were awarded in 2016.
|
(3)
|
Amounts represent distributions received on unvested restricted Partnership units. For Mr. McDade, amounts also include fees earned of $14,167 and a unit grant with a market value on the date of grant (May 6, 2016) of $50,019 received in his capacity as a board advisor prior to his election as director effective September 6, 2016, and $568 for consultation services.
|
(4)
|
Mr. Roach retired and was succeeded by Mr. McDade effective September 6, 2016.
|
Name and Address of
Beneficial Owner
|
Number Of Units
(1)
|
Percent
of Class
|
James H. Dahl
501 Riverside, Suite 902
Jacksonville, FL 32202
|
514,202 (2)
|
11.8
|
Emily T. Andrews
601 Montgomery Street
Suite 2000
San Francisco, CA 94111
|
498,203 (3)
|
11.4
|
Pictet Asset Management SA
60 Route des Acacias
1211 Geneva 73
Switzerland
|
362,680 (4)
|
8.3
|
Maria M. Pope
133 SW 2nd Ave., Ste. 301
Portland, OR 97204
|
323,425 (5)
|
7.4
|
(1)
|
Each beneficial owner has sole voting and investment power unless otherwise indicated. Includes restricted units that are unvested since beneficial owner receives distributions on all such restricted units.
|
(2)
|
Mr. Dahl filed a Schedule 13G on February 5, 2016 that indicates he is the direct beneficial owner of 147,652 Partnership units, that he owns another 212,579 units through various trusts over which he retains sole voting and investment power, and that he owns another 153,971 units for which he shares voting and dispositive power.
|
(3)
|
Includes a total of 60,000 units held by Pope MGP, Inc., and Pope EGP, Inc., the Partnership’s general partners, attributable to Mrs. Andrews by virtue of that certain Shareholders Agreement entered into by and among Pope MGP, Inc., Pope EGP, Inc., Peter T. Pope, Emily T. Andrews, Pope & Talbot, Inc., present and future directors of Pope MGP, Inc. and the partnership, dated as of November 7, 1985. Mrs. Andrews is deemed to exercise shared voting and dispositive power over units held by the general partners because of her relationship to the Emily T. Andrews 1987 Revocable Trust, over which she holds or shares control. Mrs. Andrews disclaims beneficial ownership of units held by the general partners except to the extent of her pecuniary interest therein.
|
(4)
|
Pictet Asset Management filed a Schedule 13G on February 13, 2017 that indicates it has shared voting and investment power over these units.
|
(5)
|
Includes (a) 239,317 units held by a limited liability company controlled by Ms. Pope; (b) 2,471 unvested restricted units; (c) 1,125 units held jointly with Ms. Pope’s spouse for which she disclaims beneficial ownership; (d) 20,167 units held in trust for Ms. Pope’s children for which she disclaims beneficial ownership; and (e) 60,000 units held by Pope MGP, Inc. and Pope EGP, Inc., as to which she shares investment and voting power pursuant to the shareholders agreement referenced in Footnote (3). Ms. Pope is deemed to exercise shared voting and dispositive power over units held by the general partners because of her position as trustee of the Pope Family Trust dated 1986. Ms. Pope disclaims beneficial ownership of units held by the general partners except to the extent of her pecuniary interest therein.
|
(1)
|
Each beneficial owner has sole voting and investment power unless otherwise indicated. Includes restricted units that are unvested since beneficial owner receives distributions on all such restricted units.
|
(2)
|
Includes 7,811 unvested restricted units.
|
(3)
|
Includes 2,096 unvested restricted units.
|
(4)
|
Includes 2,471 unvested restricted units.
|
(5)
|
Consists of unvested restricted units
|
(6)
|
Includes 239,317 units held by a limited liability company controlled by Ms. Pope; 2,471 unvested restricted units and 1,125 units held jointly with Ms. Pope’s spouse for which she disclaims beneficial ownership. Also includes 20,187 units held in trust for Ms. Pope’s children for which she disclaims beneficial ownership and 60,000 units held by Pope MGP, Inc. and Pope EGP, Inc., as to which she shares investment and voting power.
|
(7)
|
Includes 1,550 unvested restricted units.
|
(8)
|
Includes 4,050 unvested restricted units.
|
(9)
|
Includes 3,010 unvested restricted units.
|
(10)
|
For this computation, the 60,000 units held by Pope MGP, Inc. and Pope EGP, Inc. are excluded from units beneficially owned by Ms. Pope. Includes 24,959 unvested restricted units.
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
Weighted-average exercise price of outstanding options, warrants and rights
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|
|
Plan category
|
(a)
|
(b)
|
(c)
|
|
Equity compensation
plans approved by
security holders
|
-
|
N/A
|
892,865
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders
|
-
|
-
|
-
|
|
Total
|
-
|
N/A
|
892,865
|
|
Description of services
|
|
2016
|
|
|
%
|
|
|
2015
|
|
|
%
|
|
||
Audit (1)
|
|
$
|
454,670
|
|
|
89
|
%
|
|
$
|
477,930
|
|
|
88
|
%
|
Audit related (2)
|
|
54,450
|
|
|
11
|
%
|
|
64,360
|
|
|
12
|
%
|
||
Tax (3)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
All other fees (4)
|
|
1,780
|
|
|
—
|
%
|
|
$
|
1,650
|
|
|
—
|
%
|
|
Total
|
|
$
|
510,900
|
|
|
100
|
%
|
|
$
|
542,290
|
|
|
100
|
%
|
(1)
|
Fees represent the arranged fees for the years presented, including the annual audit of internal controls as mandated under Sarbanes-Oxley section 404, and out-of-pocket expenses reimbursed during the years presented.
|
(2)
|
Fees represent the arranged fees for the years presented in connection with the audits of ORM Timber Operating Company II, LLC, and ORM Timber Fund III (REIT) Inc.
|
(3)
|
Fees paid for professional services in connection with tax consulting.
|
(4)
|
Subscription to KMPG LLP’s Accounting Research Online tool.
|
Financial Statements
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
No.
|
|
Document
|
|
|
|
3.1
|
|
Certificate of Limited Partnership. (1)
|
|
|
|
3.2
|
|
Limited Partnership Agreement, dated as of November 7, 1985. (1)
|
|
|
|
3.3
|
|
Amendment to Limited Partnership Agreement dated December 16, 1986. (2)
|
|
|
|
3.4
|
|
Amendment to Limited Partnership Agreement dated March 14, 1997. (4)
|
|
|
|
3.5
|
|
Certificate of Incorporation of Pope MGP, Inc. (1)
|
|
|
|
3.6
|
|
Amendment to Certificate of Incorporation of Pope MGP, Inc. (3)
|
|
|
|
3.7
|
|
Bylaws of Pope MGP, Inc. (1)
|
|
|
|
3.8
|
|
Certificate of Incorporation of Pope EGP, Inc. (1)
|
|
|
|
3.9
|
|
Amendment to Certificate of Incorporation of Pope EGP, Inc. (3)
|
|
|
|
3.10
|
|
Bylaws of Pope EGP, Inc. (1)
|
|
|
|
3.11
|
|
Amendment to Limited Partnership Agreement dated October 30, 2007. (7)
|
|
|
|
3.12
|
|
Audit Committee Charter. (5)
|
|
|
|
4.1
|
|
Specimen Depositary Receipt of Registrant. (1)
|
|
|
|
4.2
|
|
Limited Partnership Agreement dated as of November 7, 1985, as amended December 16, 1986 and March 14, 1997 (
see
Exhibits 3.2, 3.3 and 3.4).
|
4.3
|
|
Pope Resources 2005 Unit Incentive Plan. (6)
|
|
|
|
9.1
|
|
Shareholders Agreement entered into by and among Pope MGP, Inc., Pope EGP, Inc., Peter T. Pope, Emily T. Andrews, P&T, present and future directors of Pope MGP, Inc. and the Partnership, dated as of November 7, 1985 included as Appendix C to the P&T Notice and Proxy Statement filed with the Securities and Exchange Commission on November 12, 1985, a copy of which was filed as Exhibit 28.1 to the Partnership’s registration on Form 10 identified in footnote (1) below. (1)
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|
|
|
10.1
|
|
Form of Change of control agreement. (5)
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|
|
|
10.2
|
|
Second Amended and Restated Master Loan Agreement between Pope Resources and Northwest Farm Credit Services, FLCA dated July 20, 2016. (13)
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|
|
|
10.3
|
|
Second Amended and Restated Master Loan Agreement between Pope Resources and Northwest Farm Credit Services, PCA dated July 20, 2016. (13)
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|
|
|
10.4
|
|
Mortgage, Financing statement and Fixture Filing executed by Pope Resources in favor of Northwest Farm Credit Services, FLCA dated June 10, 2010. (8)
|
|
|
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10.5
|
|
Mortgage, Financing statement and Fixture Filing executed by Pope Resources in favor of Northwest Farm Credit Services, PCA dated June 10, 2010. (8)
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|
|
|
10.6
|
|
First Amended and Restated Term Note from Pope Resources to Northwest Farm Credit Services, FLCA dated June 10, 2010. (8)
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|
|
|
10.7
|
|
Term Note from Pope Resources to Northwest Farm Credit Services, FLCA dated June 10, 2010. (8)
|
10.8
|
|
Note and Loan Agreement between Pope Resources and Northwest Farm Credit Services, FLCA dated July 20, 2016. (13)
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|
|
|
10.9
|
|
Note and Loan Agreement between Pope Resources and Northwest Farm Credit Services, FLCA dated August 4, 2016. (13)
|
|
|
|
10.10
|
|
Amended and Restated Note and Loan Agreement between Seventh Avenue Poulsbo, LLC and Northwest Farm Credit Services, FLCA dated September 30, 2016. (14)
|
|
|
|
10.11
|
|
Revolving Operating Note from Pope Resources to Northwest Farm Credit Services, PCA dated April 1, 2015. (12)
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|
|
|
10.12
|
|
Loan Agreement between ORM Timber Operating Company II, LLC and Metropolitan Life Insurance Company dated September 1, 2010. (8)
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|
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|
10.13
|
|
First Amendment to Loan Agreement between ORM Timber Operating Company II, LLC and Metropolitan Life Insurance Company dated February 7, 2011. (8)
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|
|
|
10.14
|
|
Promissory Note from ORM Timber Operating Company II, LLC to Metropolitan Life Insurance Company dated September 1, 2010. (8)
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|
|
|
10.15
|
|
Guaranty by ORM Timber Fund II, Inc. in favor of Metropolitan Life Insurance Company dated September 1, 2010. (8)
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|
|
|
10.16
|
|
Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing between ORM Timber Operating Company II, LLC and Metropolitan Life Insurance Company dated September 1, 2010. (8)
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|
|
|
10.17
|
|
Trust Deed, Security Agreement, Assignment of Leases and Rents and Fixture Filing between
ORM Timber Operating Company II, LLC and Metropolitan Life Insurance Company dated September 1, 2010. (8) |
|
|
|
10.18
|
|
Second Amendment to Loan Agreement between ORM Timber Operating Company II, LLC and Metropolitan Life Insurance Company dated August 15, 2013. (10)
|
|
|
|
10.19
|
|
Promissory Note from ORM Timber Operating Company II, LLC to Metropolitan Life Insurance Company dated August 15, 2013. (10)
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|
|
|
10.20
|
|
Amendment and Reaffirmation of Guaranty by ORM Timber Fund II, Inc. in favor of Metropolitan Life Insurance Company dated August 15, 2013. (10)
|
|
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|
10.21
|
|
First Amendment to Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing between ORM Timber Operating Company II, LLC and Metropolitan Life Insurance Company dated August 15, 2013. (10)
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|
|
|
10.22
|
|
First Amendment to Trust Deed, Security Agreement, Assignment of Leases and Rents and Fixture Filing between ORM Timber Operating Company II, LLC and Metropolitan Life Insurance Company dated August 15, 2013. (10)
|
|
|
|
10.23
|
|
Master Loan Agreement among ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, FLCA and Northwest Farm Credit Services, PCA dated December 2, 2013. (10)
|
|
|
|
10.24
|
|
Promissory Note from ORM Timber Fund III (REIT) Inc. to Northwest Farm Credit Services, FLCA dated December 2, 2013. (10)
|
|
|
|
10.25
|
|
Mortgage, Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing between ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, FLCA dated December 2, 2013 (Grays Harbor County). (10)
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|
|
|
10.26
|
|
Mortgage, Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing between ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, FLCA dated December 2, 2013 (Pacific County). (10)
|
|
|
|
10.27
|
|
Mortgage, Assignment of Rents, Security Agreement, Financing Statement and Fixture Filing between ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, FLCA dated December 2, 2013 (Siskiyou County). (10)
|
|
|
|
10.28
|
|
Guaranty Agreement by ORM Timber Fund III LLC and ORM Timber Fund III (Foreign) LLC in favor of Northwest Farm Credit Services, FLCA dated December 2, 2013. (10)
|
|
|
|
10.29
|
|
Guaranty Agreement by ORM Timber Fund III LLC and ORM Timber Fund III (Foreign) LLC in favor of Northwest Farm Credit Services, FLCA dated December 2, 2013. (10)
|
|
|
|
10.30
|
|
Amendment No. 3 to Master Loan Agreement among ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, FLCA and Northwest Farm Credit Services, PCA dated October 14, 2014. (11)
|
|
|
|
10.31
|
|
Amendment No. 5 to Master Loan Agreement among ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, FLCA and Northwest Farm Credit Services, PCA dated November 11, 2016. (14)
|
|
|
|
10.32
|
|
Promissory Note from ORM Timber Fund III (REIT) Inc. to Northwest Farm Credit Services, FLCA dated October 14, 2014. (11)
|
|
|
|
10.33
|
|
Mortgage, Financing Statement and Fixture Filing between ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, PCA dated October 14, 2014. (11)
|
|
|
|
10.34
|
|
Mortgage, Financing Statement and Fixture Filing between ORM Timber Fund III (REIT) Inc. and Northwest Farm Credit Services, FLCA dated October 14, 2014. (11)
|
|
|
|
21.1
|
|
Significant Subsidiaries. (14)
|
|
|
|
23.1
|
|
Consent of Registered Independent Public Accounting Firm. (14)
|
|
|
|
31.1
|
|
Certificate of Chief Executive Officer. (14)
|
|
|
|
31.2
|
|
Certificate of Chief Financial Officer. (14)
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (14)
|
|
|
|
32.2
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (14)
|
|
|
|
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
|
(1)
|
Incorporated by reference from the Partnership’s registration on Form 10 filed under File No. 1-9035 and declared effective on December 5, 1985.
|
(2)
|
Incorporated by reference from the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 1987.
|
(3)
|
Incorporated by reference from the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 1988.
|
(4)
|
Incorporated by reference from the Partnership’s Proxy Statement filed on February 14, 1997.
|
(5)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2005.
|
(6)
|
Filed with Form S-8 on September 9, 2005.
|
(7)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2007.
|
(8)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2010.
|
(9)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2012.
|
(10)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2013.
|
(11)
|
Incorporated by reference to the Partnership’s annual report on form 10-K for the fiscal year ended December 31, 2014.
|
(12)
|
Incorporated by reference to the Partnership’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2015.
|
(13)
|
Incorporated by reference to the Partnership’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016.
|
(14)
|
Filed with this annual report on Form 10-K for the fiscal year ended December 31, 2016.
|
|
POPE RESOURCES, A Delaware
|
|
||
|
Limited Partnership
|
|
||
|
|
|
|
|
|
By POPE MGP, INC.
|
|
||
|
Managing General Partner
|
|
||
|
|
|
|
|
Date: March 1, 2017
|
|
|
By /s/ Thomas M. Ringo
|
|
|
|
|
President and Chief Executive Officer
|
|
Date: March 1, 2017
|
|
By /s/ Thomas M. Ringo
|
|
|
Thomas M. Ringo,
|
|
|
President and Chief Executive Officer
(principal executive officer),
Partnership and Pope MGP, Inc.; Director, Pope
MGP, Inc.
|
|
|
|
Date: March 1, 2017
|
|
By /s/ John D. Lamb
|
|
|
John D. Lamb
|
|
|
Vice President and Chief Financial Officer
(principal financial officer), Partnership and Pope MGP, Inc. |
|
|
|
Date: March 1, 2017
|
|
By /s/ Sean M. Tallarico
|
|
|
Sean M. Tallarico
|
|
|
Controller (principal accounting officer),
Partnership
|
|
|
|
Date: March 1, 2017
|
|
By /s/ William R. Brown
|
|
|
William R. Brown
|
|
|
Director, Pope MGP, Inc.
|
|
|
|
Date: March 1, 2017
|
|
By /s/ John E. Conlin
|
|
|
John E. Conlin
|
|
|
Director, Pope MGP, Inc.
|
|
|
|
Date: March 1, 2017
|
|
By /s/ Sandy D. McDade
|
|
|
Sandy D. McDade
|
|
|
Director, Pope MGP, Inc.
|
|
|
|
Date: March 1, 2017
|
|
By /s/ Maria M. Pope
|
|
|
Maria M. Pope
|
|
|
Director, Pope MGP, Inc.
|
Loan Accounting and Operations
Northwest Farm Credit Services, FLCA
2001 South Flint Road
Spokane, WA 99224-9198
|
P. O. Box 2515
Spokane, WA 99220-2515
|
Fax: 509-340-5508
Tel: 1-800-216-4535
|
I.
|
Paragraph 7.02 a. - Indebtedness to Total Capitalization Ratio
|
|
|
(measured annually at the Fiscal Year-end)
|
|
|
A. Borrower and its Subsidiaries Indebtedness at Calculation Date
|
$
|
|
B. Indebtedness associated with the non-Wholly Owned Subsidiaries at Calculation Date
|
$
|
|
C. Numerator (Line I.A. minus Line I.B.)
|
$
|
|
D. Total Capitalization at Calculation Date
|
|
|
I. Adjusted Partners' Capital at Calculation Date
|
|
|
a. Partners' capital in Borrower and its Wholly Owned Subsidiaries per GAAP at Calculation Date
|
$
|
|
b. Book Value of Fee Timberland at Calculation Date
|
$
|
|
c. Most recent appraisals of Fee Timberlands
|
$
|
|
d. Adjusted Partners Capital (Line I.D.1.a. minus I.D.1.b. plus I.D.1.c.)
|
$
|
|
2. Numerator from line I.C. above
|
$
|
|
E. Denominator (Line I.D.1.d. plus Line I.D.2.)
|
$
|
|
Ratio of Indebtedness to Total Capitalization (Line I.C.
divided
by Line I.E.)
|
|
|
Maximum Allowed
|
0.30
|
Authorized Persons
|
|
Name
|
Change Authorizations
|
Thomas M. Ringo
John D. Lamb
Sean Tallarico
|
Individually
Individually
Individually
|
•
|
Authorizations
. Unless otherwise noted, each Authorized Person acting alone has the authority to request disbursements of Loans and designate the disposition of Loan proceeds, whether in the form of check, internal transfer, wire or electronic transfer to the account specified by the Authorized Person, including any other loan account Borrower may have with Lender, or any other designated Lender loan account, make deposits to and disbursements from any FPF Account, make payments of Borrower’s Obligations, authorize and initiate internal transfers, enroll in and make use of Northwest Farm Credit Services’ customer online banking website, make interest rate and other pricing elections and authorize payments and prepayments.
|
•
|
Change Authority
. Absent resolutions or authorized evidence of authority satisfactory to Lender, only the Authorized Person(s) listed above with change authority, either individually or together as may be required, may add or remove other Authorized Persons or modify limitations on authority of an Authorized Person. Any change of an Authorized Person or the limitations on their authority shall be made on such forms as Lender may prescribe.
|
Subsidiary
|
State of Formation
|
OPG Properties LLC
|
Washington
|
Olympic Property Group I LLC
|
Washington
|
ORM, Inc.
|
Washington
|
Olympic Resource Management LLC
|
Washington
|
ORM Timber Fund II, Inc.
|
Delaware
|
ORM Timber Fund III (REIT) Inc.
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
March 1, 2017
|
/s/ Thomas M. Ringo
|
|
|
Thomas M. Ringo
|
|
||
|
Chief Executive Officer
|
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
March 1, 2017
|
/s/ John D. Lamb
|
|
|
John D. Lamb
|
|
||
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of, and for, the periods presented in the Report.
|
/s/ Thomas M. Ringo
|
|
|
|
Thomas M. Ringo
|
|
Chief Executive Officer
|
|
|
|
|
|
March 1, 2017
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of, and for, the periods presented in the Report.
|
/s/ John D. Lamb
|
|
|
|
John D. Lamb
|
|
Chief Financial Officer
|
|
|
|
|
|
March 1, 2017
|