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, 2018
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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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Fund
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Acquisition
Date
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Location
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Acres
(in thousands)
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Fund II
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Q4 2009
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Northwestern Oregon
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5
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Q3 2010
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Western Washington
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13
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Q3 2010
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Northwestern Oregon
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13
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Fund II total
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31
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Fund III
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Q4 2012
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Northern California
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19
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Q4 2013
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Southwestern Washington
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10
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Q4 2014
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Northwestern Oregon
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13
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Q4 2015
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Southern Puget Sound Washington
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15
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Fund III total
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57
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Fund IV
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Q1 2018
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Southwestern Oregon
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20
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Q1 2018
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Southern Puget Sound Washington
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17
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Q4 2018
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Southern Puget Sound Washington
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9
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Fund IV total
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46
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Funds total
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134
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2018
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2017
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2016
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Partnership Timber
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44%
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38%
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45%
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Funds Timber
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48%
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33%
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26%
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Productive acres (in thousands)
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||||||||||||||||||||||
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Partnership Timber
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Funds Timber
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||||||||||||||||||||
Age
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2018
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2017
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2018
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2017
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||||||||||||||||
Class
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Acres
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% of Total
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Acres
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% of Total
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Acres
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% of Total
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Acres
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% of Total
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||||||||
Clear-cut
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2.9
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3
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%
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3.5
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3
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%
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3.9
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3
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%
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2.2
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3
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%
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0 to 4
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8.6
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8
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%
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8.4
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8
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%
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8.4
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7
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%
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5.5
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7
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%
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5 to 9
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9.2
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9
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%
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8.3
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8
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%
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8.7
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8
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%
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5.5
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7
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%
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10 to 14
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10.3
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10
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%
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11.0
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11
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%
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12.3
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11
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%
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6.8
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9
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%
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15 to 19
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10.5
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10
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%
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11.3
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11
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%
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10.0
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9
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%
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6.0
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8
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%
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20 to 24
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12.7
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12
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%
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10.4
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10
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%
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7.9
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7
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%
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4.2
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6
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%
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25 to 29
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10.3
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10
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%
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12.2
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12
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%
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7.5
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7
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%
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6.3
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8
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%
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30 to 34
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16.5
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16
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%
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17.3
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17
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%
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8.0
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7
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%
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6.2
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8
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%
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35 to 39
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15.3
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15
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%
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13.8
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13
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%
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6.4
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6
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%
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3.8
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5
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%
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40 to 44
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4.6
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4
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%
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3.6
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4
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%
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3.6
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3
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%
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3.5
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5
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%
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45 to 49
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0.7
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1
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%
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0.9
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1
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%
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4.4
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4
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%
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3.2
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4
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%
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50 to 54
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0.5
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—
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%
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0.4
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—
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%
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2.9
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3
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%
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1.9
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3
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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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0.2
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—
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%
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2.1
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2
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%
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0.7
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1
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%
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60 to 64
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0.1
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—
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%
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0.1
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—
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%
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2.6
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2
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%
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0.5
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1
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%
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65+
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0.7
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1
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%
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0.9
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1
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%
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7.1
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6
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%
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0.5
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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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—
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—
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%
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18.7
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16
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%
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18.7
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25
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%
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103.1
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102.3
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114.5
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75.5
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12/31/2018 Look-through Productive Acres (in thousands)
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12/31/2017 Look-through 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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% of Total
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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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Funds
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Through
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Owned
|
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Funds
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Through
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% of Total
|
|||||||||
Clear-cut
|
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2.9
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0.5
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|
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3.4
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|
|
3
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%
|
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3.5
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|
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0.3
|
|
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3.8
|
|
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3
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%
|
0 to 4
|
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8.6
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|
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1.2
|
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9.8
|
|
|
8
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%
|
|
8.4
|
|
|
0.8
|
|
|
9.2
|
|
|
8
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%
|
5 to 9
|
|
9.2
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|
|
1.1
|
|
|
10.3
|
|
|
9
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%
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|
8.3
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|
|
0.6
|
|
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8.9
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|
|
8
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%
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10 to 14
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10.3
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|
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1.4
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|
|
11.7
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|
|
10
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%
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|
11.0
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|
|
0.6
|
|
|
11.6
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|
|
11
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%
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15 to 19
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|
10.5
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|
|
1.2
|
|
|
11.7
|
|
|
10
|
%
|
|
11.3
|
|
|
0.5
|
|
|
11.8
|
|
|
11
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%
|
20 to 24
|
|
12.7
|
|
|
0.8
|
|
|
13.5
|
|
|
12
|
%
|
|
10.4
|
|
|
0.3
|
|
|
10.7
|
|
|
10
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%
|
25 to 29
|
|
10.3
|
|
|
1.1
|
|
|
11.4
|
|
|
10
|
%
|
|
12.2
|
|
|
0.9
|
|
|
13.1
|
|
|
12
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%
|
30 to 34
|
|
16.5
|
|
|
0.9
|
|
|
17.4
|
|
|
15
|
%
|
|
17.3
|
|
|
0.7
|
|
|
18.0
|
|
|
16
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%
|
35 to 39
|
|
15.3
|
|
|
0.8
|
|
|
16.1
|
|
|
14
|
%
|
|
13.8
|
|
|
0.5
|
|
|
14.3
|
|
|
13
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%
|
40 to 44
|
|
4.6
|
|
|
0.6
|
|
|
5.2
|
|
|
4
|
%
|
|
3.6
|
|
|
0.5
|
|
|
4.1
|
|
|
4
|
%
|
45 to 49
|
|
0.7
|
|
|
0.7
|
|
|
1.4
|
|
|
1
|
%
|
|
0.9
|
|
|
0.5
|
|
|
1.4
|
|
|
1
|
%
|
50 to 54
|
|
0.5
|
|
|
0.5
|
|
|
1.0
|
|
|
1
|
%
|
|
0.4
|
|
|
0.3
|
|
|
0.7
|
|
|
1
|
%
|
55 to 59
|
|
0.2
|
|
|
0.4
|
|
|
0.6
|
|
|
1
|
%
|
|
0.2
|
|
|
0.1
|
|
|
0.3
|
|
|
—
|
%
|
60 to 64
|
|
0.1
|
|
|
0.4
|
|
|
0.5
|
|
|
—
|
%
|
|
0.1
|
|
|
—
|
|
|
0.1
|
|
|
—
|
%
|
65+
|
|
0.7
|
|
|
1.0
|
|
|
1.7
|
|
|
1
|
%
|
|
0.9
|
|
|
—
|
|
|
0.9
|
|
|
1
|
%
|
California
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|
1
|
%
|
|
—
|
|
|
0.9
|
|
|
0.9
|
|
|
1
|
%
|
|
|
103.1
|
|
|
13.5
|
|
|
116.6
|
|
|
|
|
|
102.3
|
|
|
7.5
|
|
|
109.8
|
|
|
|
|
Partnership Timber
|
|
Funds Timber
|
|
Share of Funds
|
|
Look-through
|
||||||||||||
Site Class
|
Net Acres
|
% of total
|
|
Net Acres
|
% of total
|
|
Net Acres
|
% of total
|
|
Net Acres
|
% of total
|
||||||||
I (135+ feet)
|
12,651
|
|
12.3
|
%
|
|
8,388
|
|
7.3
|
%
|
|
801
|
|
5.9
|
%
|
|
13,452
|
|
11.5
|
%
|
II (115-134 feet)
|
47,305
|
|
45.9
|
%
|
|
49,349
|
|
43.1
|
%
|
|
6,186
|
|
45.7
|
%
|
|
53,491
|
|
45.9
|
%
|
III (95-114 feet)
|
34,319
|
|
33.3
|
%
|
|
23,393
|
|
20.4
|
%
|
|
2,801
|
|
20.7
|
%
|
|
37,120
|
|
31.8
|
%
|
IV (75-94 feet)
|
7,719
|
|
7.5
|
%
|
|
25,914
|
|
22.6
|
%
|
|
2,711
|
|
20.0
|
%
|
|
10,430
|
|
8.9
|
%
|
V (<=74 feet)
|
1,075
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|
1.0
|
%
|
|
7,494
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|
6.5
|
%
|
|
1,038
|
|
7.7
|
%
|
|
2,113
|
|
1.8
|
%
|
Total
|
103,069
|
|
100.0
|
%
|
|
114,538
|
|
100.0
|
%
|
|
13,537
|
|
100.0
|
%
|
|
116,606
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Acre-weighted average site index
|
116
|
|
feet
|
|
109
|
|
feet
|
|
109
|
|
feet
|
|
116
|
|
feet
|
|
|
|
|
|
|
|
Look-through
|
(amounts in MMBF)
|
Planned annual harvest volume
|
|
planned annual harvest volume
|
Partnership tree farms
|
57
|
|
57
|
Fund tree farms
|
93
|
|
12
|
Total
|
150
|
|
69
|
|
|
Total Fund
|
|
Partnership Co-investment
|
||||||||||||||||||
(in millions)
|
|
Commitment
|
|
Called Capital
|
|
Commitment
|
|
Called Capital
|
|
Distributions
Received
|
|
Ownership Percentage
|
||||||||||
Fund I *
|
|
$
|
61.8
|
|
|
$
|
58.5
|
|
|
$
|
12.4
|
|
|
$
|
11.7
|
|
|
$
|
15.1
|
|
|
20%
|
Fund II
|
|
84.4
|
|
|
83.4
|
|
|
16.9
|
|
|
16.7
|
|
|
14.4
|
|
|
20%
|
|||||
Fund III
|
|
180.0
|
|
|
179.7
|
|
|
9.0
|
|
|
9.0
|
|
|
1.3
|
|
|
5%
|
|||||
Fund IV
|
|
388.0
|
|
|
146.9
|
|
|
58.0
|
|
|
22.0
|
|
|
0.4
|
|
|
15%
|
|||||
Total, December 31, 2018
|
|
714.2
|
|
|
468.5
|
|
|
96.3
|
|
|
59.4
|
|
|
31.2
|
|
|
|
|||||
January 2019 Fund IV acquisition
|
|
—
|
|
|
20.3
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
|
|||||
|
|
$
|
714.2
|
|
|
$
|
488.8
|
|
|
$
|
96.3
|
|
|
$
|
62.4
|
|
|
$
|
31.2
|
|
|
|
Segment
|
|
Full-Time
|
|
Part-Time/
Seasonal
|
|
Total
|
|||
Partnership Timber
|
|
22
|
|
|
1
|
|
|
23
|
|
Timberland Investment Management (TIM)
|
|
11
|
|
|
—
|
|
|
11
|
|
Real Estate
|
|
14
|
|
|
2
|
|
|
16
|
|
General & Administrative
|
|
15
|
|
|
—
|
|
|
15
|
|
Totals
|
|
62
|
|
|
3
|
|
|
65
|
|
•
|
Increasing professional fees and costs and other general and administrative expenses.
|
•
|
Distracting management and the board from the Partnership’s day-to-day operations.
|
•
|
Creating uncertainty among key employees, which in turn may increase the risk of either losing one or more such employees, or the Partnership’s cost of retaining them.
|
•
|
Increasing the volatility in the trading price and trading volume of the Partnership’s units.
|
|
|
Timberland Acres (in thousands) by Tree Farm
|
|||||||||||||
Description
|
|
2017
|
|
Acquisitions
|
|
Sales
|
|
Transfer
|
|
2018
|
|||||
Hood Canal tree farm (1)
|
|
67.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67.0
|
|
Columbia tree farm (1)
|
|
51.5
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
52.9
|
|
Partnership Timberland acres
|
|
118.5
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
119.9
|
|
Fund II tree farms (2)
|
|
30.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30.8
|
|
Fund III tree farms (2)
|
|
56.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.7
|
|
Fund IV tree farms (3)
|
|
—
|
|
|
46.2
|
|
|
—
|
|
|
—
|
|
|
46.2
|
|
Funds Timberland acres
|
|
87.5
|
|
|
46.2
|
|
|
—
|
|
|
—
|
|
|
133.7
|
|
Partnership share of Funds
|
|
9.0
|
|
|
6.9
|
|
|
—
|
|
|
—
|
|
|
15.9
|
|
Total Real Estate acres (see detail below)
|
|
2.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
2.0
|
|
Combined Look-through total acres (3)
|
|
129.6
|
|
|
8.3
|
|
|
(0.1
|
)
|
|
—
|
|
|
137.8
|
|
(1)
|
A subset of this property is used as collateral for the Partnership’s long-term debt, which does not include debt of the Funds. The Hood Canal tree farm is located in northwestern Washington and the Columbia tree farm is located in western Washington.
|
(2)
|
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. The Partnership holds a 20% interest in Fund II and a 5% interest in Fund III.
|
(3)
|
Fund IV’s tree farms are located in southwestern Oregon and southern Puget Sound, Washington. In January 2019, Fund IV acquired nearly 7,100 acres of timberland in western Washington. The Partnership holds a 15% ownership interest in Fund IV.
|
|
|
Real Estate Acres Detail
|
|
Basis
|
|||||||||||||||
Project Location
|
|
2017
|
|
Acquisitions
|
|
Sales
|
|
Transfers
|
|
2018
|
|
(in thousands)
|
|||||||
Bremerton
|
|
46
|
|
|
|
|
(38
|
)
|
|
|
|
8
|
|
|
$
|
1,487
|
|
||
Gig Harbor
|
|
40
|
|
|
|
|
|
|
|
|
40
|
|
|
11,847
|
|
||||
Hansville
|
|
78
|
|
|
|
|
(12
|
)
|
|
|
|
66
|
|
|
445
|
|
|||
Kingston - Arborwood
|
|
374
|
|
|
|
|
|
|
|
|
374
|
|
|
2,422
|
|
||||
Port Gamble town and mill sites
|
|
113
|
|
|
|
|
|
|
|
|
113
|
|
|
5,370
|
|
||||
Port Gamble Agrarian District
|
|
205
|
|
|
|
|
|
|
|
|
205
|
|
|
1,758
|
|
||||
Port Ludlow
|
|
256
|
|
|
|
|
|
|
|
|
256
|
|
|
726
|
|
||||
Poulsbo
|
|
2
|
|
|
|
|
|
|
|
|
2
|
|
|
491
|
|
||||
Bainbridge Island
|
|
1
|
|
|
|
|
|
|
|
|
1
|
|
|
353
|
|
||||
Other Rural Residential
|
|
984
|
|
|
|
|
(22
|
)
|
|
|
|
962
|
|
|
1,689
|
|
|||
Total
|
|
2,099
|
|
|
—
|
|
|
(72
|
)
|
|
—
|
|
|
2,027
|
|
|
$
|
26,588
|
|
Real Estate Land Inventory by Zoning Category - December 31, 2018
|
|
2018 Sales from RE Portfolio
|
||||||||||||
Zoning Designation
|
|
Acres
|
|
Acres
|
|
$/Acre
|
|
Total Sales
(in thousands)
|
||||||
Urban zoning - residential
|
|
386
|
|
|
36
|
|
|
$
|
52,361
|
|
|
$
|
1,885
|
|
Historic Rural Town
|
|
114
|
|
|
|
|
|
|
|
|||||
Commercial/retail
|
|
20
|
|
|
|
|
|
|
|
|||||
Business park/industrial
|
|
8
|
|
|
2
|
|
|
200,000
|
|
|
400
|
|
||
1 DU per 5 acres
|
|
378
|
|
|
8
|
|
|
10,000
|
|
|
80
|
|
||
1 DU per 10 acres
|
|
33
|
|
|
|
|
|
|
|
|||||
1 DU per 20 acres
|
|
547
|
|
|
26
|
|
|
14,077
|
|
|
366
|
|
||
1 DU per 40 acres
|
|
38
|
|
|
|
|
|
|
|
|||||
1 DU per 80 acres
|
|
298
|
|
|
|
|
|
|
|
|||||
Agrarian District
|
|
205
|
|
|
|
|
|
|
|
|||||
Total
|
|
2,027
|
|
|
72
|
|
|
$
|
37,931
|
|
|
$
|
2,731
|
|
|
*$100 invested on 12/31/13 in stock or index, including reinvestment of dividends.
Fiscal year ending December 31.
|
|
Copyright© 2019 Standard & Poor’s, a division of S&P Global. All rights reserved.
|
|
12/31/13
|
|
12/31/14
|
|
12/31/15
|
|
12/31/16
|
|
12/31/17
|
|
12/31/18
|
|
Pope Resources
|
100.00
|
|
98.51
|
|
103.42
|
|
111.97
|
|
122.44
|
|
120.23
|
|
S&P 500
|
100.00
|
|
113.69
|
|
115.26
|
|
129.05
|
|
157.22
|
|
150.33
|
|
S&P Smallcap 600
|
100.00
|
|
105.76
|
|
103.67
|
|
131.20
|
|
148.56
|
|
135.96
|
|
Prior Long-Term Incentive Plan Peer Group
|
100.00
|
|
108.86
|
|
94.33
|
|
106.54
|
|
128.24
|
|
92.16
|
|
Current Long-Term Incentive Plan Peer Group
|
100.00
|
|
109.71
|
|
95.37
|
|
107.59
|
|
128.88
|
|
92.88
|
|
Period
|
(a) Total Number of Units Purchased
|
(b) Average Price Paid per Unit
|
(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs (1)
|
(d) Maximum Approximate Dollar Value of Units that May Yet Be Purchased Under the Plans or Programs
|
||
|
|
|
|
|
||
October 2018
|
1,601
|
|
$73.27
|
1,601
|
|
$109,000
|
November 2018
|
1,519
|
|
$70.89
|
1,519
|
|
$1,000
|
(In thousands, except per unit data)
|
Year Ended December 31,
|
||||||||||||||||||
Statement of operations data
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership Timber
|
$
|
45,422
|
|
|
$
|
39,672
|
|
|
$
|
36,275
|
|
|
$
|
28,914
|
|
|
$
|
33,848
|
|
Funds Timber
|
49,819
|
|
|
33,842
|
|
|
21,029
|
|
|
23,250
|
|
|
31,356
|
|
|||||
Timberland Investment Management
|
9
|
|
|
9
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|||||
Real Estate
|
8,304
|
|
|
26,300
|
|
|
23,116
|
|
|
25,864
|
|
|
22,266
|
|
|||||
Total revenue
|
$
|
103,554
|
|
|
$
|
99,823
|
|
|
$
|
80,428
|
|
|
$
|
78,028
|
|
|
$
|
87,470
|
|
Operating income/(loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Partnership Timber
|
21,326
|
|
|
19,127
|
|
|
15,726
|
|
|
12,012
|
|
|
14,961
|
|
|||||
Funds Timber
|
8,415
|
|
|
15,586
|
|
|
1,403
|
|
|
1,289
|
|
|
29,939
|
|
|||||
Timberland Investment Management
|
(4,486
|
)
|
|
(3,511
|
)
|
|
(2,823
|
)
|
|
(2,965
|
)
|
|
(2,940
|
)
|
|||||
Real Estate (1)
|
(5,402
|
)
|
|
4,592
|
|
|
(3,609
|
)
|
|
5,313
|
|
|
(2,720
|
)
|
|||||
General & Administrative
|
(7,217
|
)
|
|
(5,742
|
)
|
|
(5,076
|
)
|
|
(4,972
|
)
|
|
(3,781
|
)
|
|||||
Total operating income
|
$
|
12,636
|
|
|
$
|
30,052
|
|
|
$
|
5,621
|
|
|
$
|
10,677
|
|
|
$
|
35,459
|
|
Net income attributable to unitholders
|
$
|
6,821
|
|
|
$
|
17,891
|
|
|
$
|
5,942
|
|
|
$
|
10,943
|
|
|
$
|
12,415
|
|
Earnings per unit – basic and diluted
|
$
|
1.54
|
|
|
$
|
4.10
|
|
|
$
|
1.35
|
|
|
$
|
2.51
|
|
|
$
|
2.82
|
|
Distributions per unit
|
$
|
3.20
|
|
|
$
|
2.80
|
|
|
$
|
2.80
|
|
|
$
|
2.70
|
|
|
$
|
2.50
|
|
Balance sheet data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
|
$
|
508,249
|
|
|
$
|
380,673
|
|
|
$
|
399,050
|
|
|
$
|
370,056
|
|
|
$
|
344,826
|
|
Total long-term debt - Partnership
|
94,056
|
|
|
70,160
|
|
|
73,142
|
|
|
27,405
|
|
|
32,506
|
|
|||||
Total long-term debt - Funds
|
57,313
|
|
|
57,291
|
|
|
57,268
|
|
|
57,246
|
|
|
57,224
|
|
|||||
Partners’ capital
|
57,477
|
|
|
64,547
|
|
|
59,133
|
|
|
64,548
|
|
|
64,216
|
|
|||||
Noncontrolling interests
|
281,123
|
|
|
176,079
|
|
|
189,331
|
|
|
198,518
|
|
|
163,413
|
|
(In thousands)
|
Year Ended December 31,
|
||||||||||||||||||
Cash Available for Distribution (CAD)
:
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cash provided by operations - consolidated
|
$
|
39,778
|
|
|
$
|
31,980
|
|
|
$
|
5,146
|
|
|
$
|
20,170
|
|
|
$
|
30,795
|
|
Less: Cash provided by operations - Funds
|
(20,801
|
)
|
|
(11,970
|
)
|
|
(3,561
|
)
|
|
(5,824
|
)
|
|
(10,025
|
)
|
|||||
Less: Partnership maintenance capital expenditures (1)
|
(2,297
|
)
|
|
(1,381
|
)
|
|
(1,114
|
)
|
|
(1,251
|
)
|
|
(1,010
|
)
|
|||||
Add: Partnership’s share of Fund distributions
|
1,852
|
|
|
6,443
|
|
|
274
|
|
|
2,172
|
|
|
13,328
|
|
|||||
Cash available for distribution (CAD)
|
$
|
18,532
|
|
|
$
|
25,072
|
|
|
$
|
745
|
|
|
$
|
15,267
|
|
|
$
|
33,088
|
|
Other data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Distributions to unitholders
|
$
|
13,943
|
|
|
$
|
12,215
|
|
|
$
|
12,177
|
|
|
$
|
11,708
|
|
|
$
|
11,037
|
|
Timber acres owned/managed (thousands)
|
254
|
|
|
206
|
|
|
212
|
|
|
205
|
|
|
193
|
|
|||||
Timber sold (MMBF)
|
137
|
|
|
112
|
|
|
97
|
|
|
84
|
|
|
97
|
|
(1)
|
Capital expenditures by the Partnership only and excluding timberland acquisitions.
|
Year ended
|
Q1
|
Q2
|
Q3
|
Q4
|
2018
|
30%
|
15%
|
25%
|
29%
|
2017
|
27%
|
25%
|
21%
|
27%
|
2016
|
17%
|
21%
|
20%
|
42%
|
Segment
|
2018
|
2017
|
2016
|
Partnership Timber
|
44%
|
40%
|
45%
|
Funds Timber
|
48%
|
34%
|
26%
|
Timberland Investment Management *
|
—%
|
—%
|
—%
|
Real Estate
|
8%
|
26%
|
29%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Partnership
|
|
|
|
|
|
||||||
Overall delivered log price per MBF
|
$
|
726
|
|
|
$
|
676
|
|
|
$
|
592
|
|
Total volume (in MMBF)
|
59.7
|
|
|
55.6
|
|
|
57.8
|
|
|||
|
|
|
|
|
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Log sale revenue
|
$
|
43,038
|
|
|
$
|
37,093
|
|
|
$
|
33,823
|
|
Timber deed sale revenue
|
92
|
|
|
422
|
|
|
347
|
|
|||
Other revenue
|
2,292
|
|
|
2,157
|
|
|
2,105
|
|
|||
Total revenue
|
45,422
|
|
|
39,672
|
|
|
36,275
|
|
|||
Cost of sales
|
(17,828
|
)
|
|
(14,874
|
)
|
|
(15,497
|
)
|
|||
Operating expenses
|
(6,268
|
)
|
|
(5,671
|
)
|
|
(5,821
|
)
|
|||
Gain on sale of timberland
|
—
|
|
|
—
|
|
|
769
|
|
|||
Operating income
|
$
|
21,326
|
|
|
$
|
19,127
|
|
|
$
|
15,726
|
|
Average price realizations (per MBF)
|
2018
|
|
2017
|
|
2016
|
||||||
Partnership
|
|
|
|
|
|
||||||
Douglas-fir domestic
|
$
|
777
|
|
|
$
|
734
|
|
|
$
|
628
|
|
Douglas-fir export
|
849
|
|
|
766
|
|
|
654
|
|
|||
Whitewood domestic
|
607
|
|
|
532
|
|
|
428
|
|
|||
Whitewood export
|
692
|
|
|
721
|
|
|
573
|
|
|||
Pine
|
—
|
|
|
—
|
|
|
587
|
|
|||
Cedar
|
1,270
|
|
|
1,452
|
|
|
1,384
|
|
|||
Hardwood
|
732
|
|
|
678
|
|
|
586
|
|
|||
Pulpwood
|
370
|
|
|
316
|
|
|
302
|
|
|||
Overall delivered log price
|
726
|
|
|
676
|
|
|
592
|
|
|||
Timber deed sales
|
230
|
|
|
594
|
|
|
520
|
|
Volume (in MMBF)
|
2018
|
|
2017
|
|
2016
|
|||||||||
Partnership
|
|
|
|
|
|
|
|
|
||||||
Douglas-fir domestic
|
34.8
|
|
59
|
%
|
|
29.1
|
|
53
|
%
|
|
28.0
|
|
50
|
%
|
Douglas-fir export
|
8.4
|
|
14
|
%
|
|
8.7
|
|
16
|
%
|
|
7.6
|
|
13
|
%
|
Whitewood domestic
|
1.9
|
|
3
|
%
|
|
2.1
|
|
4
|
%
|
|
3.0
|
|
5
|
%
|
Whitewood export
|
1.6
|
|
3
|
%
|
|
3.2
|
|
6
|
%
|
|
3.7
|
|
6
|
%
|
Pine
|
—
|
|
—
|
%
|
|
—
|
|
—
|
%
|
|
0.1
|
|
—
|
%
|
Cedar
|
1.2
|
|
2
|
%
|
|
1.2
|
|
2
|
%
|
|
2.6
|
|
5
|
%
|
Hardwood
|
2.5
|
|
4
|
%
|
|
1.6
|
|
3
|
%
|
|
2.2
|
|
4
|
%
|
Pulpwood
|
8.9
|
|
15
|
%
|
|
9.0
|
|
16
|
%
|
|
9.9
|
|
17
|
%
|
Log sale volume
|
59.3
|
|
100
|
%
|
|
54.9
|
|
100
|
%
|
|
57.1
|
|
100
|
%
|
Timber deed sale volume
|
0.4
|
|
|
|
0.7
|
|
|
|
0.7
|
|
|
|||
Total volume
|
59.7
|
|
|
|
55.6
|
|
|
|
57.8
|
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Partnership
|
|
|
|
|
|
||||||
Harvest, haul, and tax
|
$
|
13,701
|
|
|
$
|
10,855
|
|
|
$
|
11,875
|
|
Depletion
|
4,114
|
|
|
4,019
|
|
|
3,550
|
|
|||
Other
|
13
|
|
|
—
|
|
|
72
|
|
|||
Total cost of sales
|
$
|
17,828
|
|
|
$
|
14,874
|
|
|
$
|
15,497
|
|
|
|
|
|
|
|
||||||
Amounts per MBF *
|
|
|
|
|
|
||||||
Harvest, haul, and tax
|
$
|
231
|
|
|
$
|
198
|
|
|
$
|
208
|
|
Depletion
|
$
|
69
|
|
|
$
|
72
|
|
|
$
|
61
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Funds
|
|
|
|
|
|
||||||
Overall delivered log price per MBF
|
$
|
700
|
|
|
$
|
632
|
|
|
$
|
560
|
|
Total volume (in MMBF)
|
77.0
|
|
|
55.9
|
|
|
39.5
|
|
|||
|
|
|
|
|
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Log sale revenue
|
$
|
37,262
|
|
|
$
|
30,947
|
|
|
$
|
19,165
|
|
Timber deed sale revenue
|
11,440
|
|
|
2,337
|
|
|
1,440
|
|
|||
Other revenue
|
1,117
|
|
|
558
|
|
|
424
|
|
|||
Total revenue
|
49,819
|
|
|
33,842
|
|
|
21,029
|
|
|||
Cost of sales
|
(36,732
|
)
|
|
(26,910
|
)
|
|
(17,145
|
)
|
|||
Operating expenses - internal
|
(9,239
|
)
|
|
(7,261
|
)
|
|
(5,974
|
)
|
|||
Gain on sale of timberland
|
—
|
|
|
12,547
|
|
|
226
|
|
|||
Operating income - internal
|
3,848
|
|
|
12,218
|
|
|
(1,864
|
)
|
|||
Eliminations *
|
4,567
|
|
|
3,368
|
|
|
3,267
|
|
|||
Operating income - external
|
$
|
8,415
|
|
|
$
|
15,586
|
|
|
$
|
1,403
|
|
Average price realizations (per MBF)
|
2018
|
|
2017
|
|
2016
|
||||||
Funds
|
|
|
|
|
|
||||||
Douglas-fir domestic
|
$
|
784
|
|
|
$
|
705
|
|
|
$
|
605
|
|
Douglas-fir export
|
853
|
|
|
810
|
|
|
746
|
|
|||
Whitewood domestic
|
649
|
|
|
585
|
|
|
537
|
|
|||
Whitewood export
|
693
|
|
|
687
|
|
|
568
|
|
|||
Pine
|
545
|
|
|
496
|
|
|
469
|
|
|||
Cedar
|
1,203
|
|
|
1,164
|
|
|
1,116
|
|
|||
Hardwood
|
729
|
|
|
687
|
|
|
592
|
|
|||
Pulpwood
|
365
|
|
|
295
|
|
|
267
|
|
|||
Overall delivered log price
|
700
|
|
|
632
|
|
|
560
|
|
|||
Timber deed sales
|
480
|
|
|
332
|
|
|
273
|
|
Volume (in MMBF)
|
2018
|
|
2017
|
|
2016
|
|||||||||
Funds
|
|
|
|
|
|
|
|
|
||||||
Douglas-fir domestic
|
16.5
|
|
31
|
%
|
|
16.4
|
|
35
|
%
|
|
12.9
|
|
38
|
%
|
Douglas-fir export
|
8.3
|
|
16
|
%
|
|
5.9
|
|
12
|
%
|
|
2.5
|
|
7
|
%
|
Whitewood domestic
|
14.6
|
|
27
|
%
|
|
12.3
|
|
25
|
%
|
|
10.6
|
|
31
|
%
|
Whitewood export
|
3.2
|
|
6
|
%
|
|
4.5
|
|
9
|
%
|
|
1.9
|
|
6
|
%
|
Pine
|
3.1
|
|
6
|
%
|
|
3.6
|
|
7
|
%
|
|
2.1
|
|
6
|
%
|
Cedar
|
0.8
|
|
2
|
%
|
|
0.5
|
|
1
|
%
|
|
0.5
|
|
1
|
%
|
Hardwood
|
1.2
|
|
2
|
%
|
|
0.6
|
|
1
|
%
|
|
0.6
|
|
2
|
%
|
Pulpwood
|
5.5
|
|
10
|
%
|
|
5.1
|
|
10
|
%
|
|
3.1
|
|
9
|
%
|
Log sale volume
|
53.2
|
|
100
|
%
|
|
48.9
|
|
100
|
%
|
|
34.2
|
|
100
|
%
|
Timber deed sale volume
|
23.8
|
|
|
|
7.0
|
|
|
|
5.3
|
|
|
|||
Total volume
|
77.0
|
|
|
|
55.9
|
|
|
|
39.5
|
|
|
|||
|
|
|
|
|
|
|
|
|
||||||
Partnership’s share of Funds
|
9.0
|
|
|
|
6.2
|
|
|
|
5.1
|
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Funds
|
|
|
|
|
|
||||||
Harvest, haul, and tax
|
$
|
13,304
|
|
|
$
|
11,478
|
|
|
$
|
8,074
|
|
Depletion
|
23,007
|
|
|
15,168
|
|
|
9,071
|
|
|||
Other
|
421
|
|
|
264
|
|
|
—
|
|
|||
Total cost of sales
|
$
|
36,732
|
|
|
$
|
26,910
|
|
|
$
|
17,145
|
|
|
|
|
|
|
|
||||||
Partnership’s share of Funds
|
$
|
3,928
|
|
|
$
|
2,706
|
|
|
$
|
2,061
|
|
|
|
|
|
|
|
||||||
Amounts per MBF *
|
|
|
|
|
|
||||||
Harvest, haul, and tax
|
$
|
250
|
|
|
$
|
235
|
|
|
$
|
236
|
|
Depletion
|
$
|
299
|
|
|
$
|
271
|
|
|
$
|
230
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Funds
|
|
|
|
|
|
||||||
Operating expenses - internal
|
$
|
9,239
|
|
|
$
|
7,261
|
|
|
$
|
5,974
|
|
Elimination of asset and management fees
|
(4,567
|
)
|
|
(3,368
|
)
|
|
(3,267
|
)
|
|||
Operating expenses - external
|
$
|
4,672
|
|
|
$
|
3,893
|
|
|
$
|
2,707
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Partnership's share of Funds
|
|
|
|
|
|
||||||
Total volume (MMBF)
|
9.0
|
|
|
6.2
|
|
|
5.1
|
|
|||
|
|
|
|
|
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Log sale revenue
|
$
|
4,064
|
|
|
$
|
3,666
|
|
|
$
|
2,615
|
|
Timber deed sale revenue
|
1,609
|
|
|
117
|
|
|
72
|
|
|||
Other revenue
|
127
|
|
|
94
|
|
|
30
|
|
|||
Total revenue
|
5,800
|
|
|
3,877
|
|
|
2,717
|
|
|||
Cost of sales
|
(3,928
|
)
|
|
(2,706
|
)
|
|
(2,061
|
)
|
|||
Operating expenses - internal
|
(1,105
|
)
|
|
(793
|
)
|
|
(656
|
)
|
|||
Gain on sale of timberland
|
—
|
|
|
2,503
|
|
|
31
|
|
|||
Operating income - internal
|
767
|
|
|
2,881
|
|
|
31
|
|
|||
Eliminations *
|
504
|
|
|
328
|
|
|
343
|
|
|||
Operating income - external
|
$
|
1,271
|
|
|
$
|
3,209
|
|
|
$
|
374
|
|
|
|
Year ended December 31,
|
||||||||||
(in millions, except acre and volume data)
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|||
Revenue - internal
|
|
$
|
4.6
|
|
|
$
|
3.4
|
|
|
$
|
3.3
|
|
Intersegment eliminations
|
|
(4.6
|
)
|
|
(3.4
|
)
|
|
(3.3
|
)
|
|||
Revenue - external
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
||||||
Operating income (loss) - internal
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
|
$
|
0.4
|
|
Intersegment eliminations
|
|
(4.5
|
)
|
|
(3.3
|
)
|
|
(3.2
|
)
|
|||
Operating loss - external
|
|
$
|
(4.5
|
)
|
|
$
|
(3.5
|
)
|
|
$
|
(2.8
|
)
|
|
|
|
|
|
|
|
||||||
Invested capital
|
|
$
|
386
|
|
|
$
|
240
|
|
|
$
|
258
|
|
Acres under management
|
|
134,000
|
|
|
88,000
|
|
|
94,000
|
|
|||
Harvest volume, including timber deed sales - Funds (MMBF)
|
|
77.0
|
|
|
55.9
|
|
|
39.5
|
|
•
|
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.
|
(in thousands except acres)
|
|
|
|
|
|
|
|
|
|
Per acre/lot *
|
||||||||||||||
Description
|
|
Revenue
|
|
Gross
margin
|
|
Gross
margin %
|
|
Units Sold
|
|
Revenue
|
|
Gross
margin
|
||||||||||||
Development rights (CE)
|
|
$
|
3,730
|
|
|
$
|
3,485
|
|
|
93
|
%
|
|
Acres:
|
|
7,800
|
|
|
$
|
478
|
|
|
$
|
447
|
|
Bremerton residential
|
|
1,375
|
|
|
292
|
|
|
21
|
%
|
|
Lots:*
|
|
110
|
|
|
12,500
|
|
|
2,655
|
|
||||
Other residential
|
|
751
|
|
|
247
|
|
|
33
|
%
|
|
Lots:*
|
|
3
|
|
|
250,333
|
|
|
82,333
|
|
||||
Other commercial
|
|
400
|
|
|
124
|
|
|
31
|
%
|
|
Acres:
|
|
1
|
|
|
400,000
|
|
|
124,000
|
|
||||
Unimproved land
|
|
205
|
|
|
166
|
|
|
81
|
%
|
|
Acres:
|
|
13
|
|
|
15,769
|
|
|
12,769
|
|
||||
Total land
|
|
6,461
|
|
|
4,314
|
|
|
67
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rentals and other
|
|
1,843
|
|
|
(787
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2018 Total
|
|
$
|
8,304
|
|
|
$
|
3,527
|
|
|
42
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Conservation land sales
|
|
$
|
5,056
|
|
|
$
|
4,289
|
|
|
85
|
%
|
|
Acres:
|
|
1,720
|
|
|
$
|
2,940
|
|
|
$
|
2,494
|
|
Gig Harbor residential
|
|
14,157
|
|
|
3,557
|
|
|
25
|
%
|
|
Lots:*
|
|
93
|
|
|
152,226
|
|
|
38,247
|
|
||||
Gig Harbor commercial
|
|
3,500
|
|
|
1,414
|
|
|
40
|
%
|
|
Acres:
|
|
12
|
|
|
291,667
|
|
|
117,833
|
|
||||
Other residential
|
|
2,255
|
|
|
924
|
|
|
41
|
%
|
|
Lots:
|
|
12
|
|
|
187,917
|
|
|
77,000
|
|
||||
Total land
|
|
24,968
|
|
|
10,184
|
|
|
41
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rentals and other
|
|
1,332
|
|
|
(84
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2017 Total
|
|
$
|
26,300
|
|
|
$
|
10,100
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
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
|
|
|
231
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
2016 Total
|
|
$
|
23,116
|
|
|
$
|
8,485
|
|
|
37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
Interest income - Partnership
|
|
$
|
132
|
|
|
$
|
3
|
|
|
$
|
11
|
|
Interest expense - Partnership
|
|
(3,075
|
)
|
|
(2,644
|
)
|
|
(1,895
|
)
|
|||
Interest expense - Funds
|
|
(2,247
|
)
|
|
(2,321
|
)
|
|
(2,255
|
)
|
|||
Capitalized interest expense - Partnership
|
|
295
|
|
|
491
|
|
|
733
|
|
|||
Net interest expense
|
|
$
|
(4,895
|
)
|
|
$
|
(4,471
|
)
|
|
$
|
(3,406
|
)
|
(in thousands)
|
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interest-2018
|
|
Fund II
|
|
Fund III
|
|
Fund IV**
|
|
Total
|
||||||||
Management fees paid to ORM LLC
|
|
$
|
(1,032
|
)
|
|
$
|
(2,321
|
)
|
|
$
|
(1,200
|
)
|
|
$
|
(4,553
|
)
|
Operations
|
|
5,359
|
|
|
2,188
|
|
|
854
|
|
|
8,401
|
|
||||
Fund operating income (loss) - internal
|
|
4,327
|
|
|
(133
|
)
|
|
(346
|
)
|
|
3,848
|
|
||||
Interest expense
|
|
(1,086
|
)
|
|
(1,161
|
)
|
|
—
|
|
|
(2,247
|
)
|
||||
Income tax benefit (expense)
|
|
23
|
|
|
(203
|
)
|
|
—
|
|
|
(180
|
)
|
||||
Fund net income (loss) - internal
|
|
3,264
|
|
|
(1,497
|
)
|
|
(346
|
)
|
|
1,421
|
|
||||
Net (income) loss attributable to noncontrolling interest
|
|
$
|
(2,611
|
)
|
|
$
|
1,421
|
|
|
$
|
295
|
|
|
$
|
(895
|
)
|
Noncontrolling interest-2017
|
|
Fund II *
|
|
Fund III
|
|
Fund IV **
|
|
Total
|
||||||||
Management fees paid to ORM LLC
|
|
$
|
(1,063
|
)
|
|
$
|
(2,305
|
)
|
|
$
|
—
|
|
|
$
|
(3,368
|
)
|
Operations
|
|
16,461
|
|
|
(483
|
)
|
|
(392
|
)
|
|
15,586
|
|
||||
Fund operating income (loss) - internal
|
|
15,398
|
|
|
(2,788
|
)
|
|
(392
|
)
|
|
12,218
|
|
||||
Interest expense
|
|
(1,087
|
)
|
|
(1,235
|
)
|
|
—
|
|
|
(2,322
|
)
|
||||
Income tax expense
|
|
(448
|
)
|
|
(440
|
)
|
|
—
|
|
|
(888
|
)
|
||||
Fund net income (loss) - internal
|
|
13,863
|
|
|
(4,463
|
)
|
|
(392
|
)
|
|
9,008
|
|
||||
Net (income) loss attributable to noncontrolling interest
|
|
$
|
(11,092
|
)
|
|
$
|
4,240
|
|
|
$
|
336
|
|
|
$
|
(6,516
|
)
|
Noncontrolling interest-2016
|
|
Fund II
|
|
Fund III
|
|
Fund IV **
|
|
Total
|
||||||||
Management fees paid to ORM LLC
|
|
$
|
(1,200
|
)
|
|
$
|
(2,067
|
)
|
|
$
|
—
|
|
|
$
|
(3,267
|
)
|
Operations
|
|
2,023
|
|
|
(619
|
)
|
|
—
|
|
|
1,403
|
|
||||
Fund operating income (loss) - internal
|
|
823
|
|
|
(2,686
|
)
|
|
—
|
|
|
(1,864
|
)
|
||||
Interest expense
|
|
(1,087
|
)
|
|
(1,169
|
)
|
|
—
|
|
|
(2,256
|
)
|
||||
Income tax expense
|
|
(121
|
)
|
|
(9
|
)
|
|
—
|
|
|
(130
|
)
|
||||
Fund net loss - internal
|
|
(385
|
)
|
|
(3,864
|
)
|
|
—
|
|
|
(4,250
|
)
|
||||
Net loss attributable to noncontrolling interest
|
|
$
|
307
|
|
|
$
|
3,672
|
|
|
$
|
—
|
|
|
$
|
3,979
|
|
•
|
a maximum debt-to-total-capitalization ratio of 30%, with total capitalization calculated using fair market (vs. carrying) value of Partnership timberland, roads and timber; and
|
•
|
a maximum loan-to-appraised value of collateral of 50%.
|
(in thousands)
|
|
2018
|
|
Change
|
|
2017
|
|
Change
|
|
2016
|
||||||||||
Cash provided by operations
|
|
$
|
39,778
|
|
|
$
|
7,798
|
|
|
$
|
31,980
|
|
|
$
|
26,834
|
|
|
$
|
5,146
|
|
Investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Capital expenditures
|
|
(4,101
|
)
|
|
(1,601
|
)
|
|
(2,500
|
)
|
|
(527
|
)
|
|
(1,973
|
)
|
|||||
Proceeds from sale of property and equipment
|
|
42
|
|
|
12
|
|
|
30
|
|
|
5
|
|
|
25
|
|
|||||
Proceeds from sale of timberland
|
|
—
|
|
|
(26,590
|
)
|
|
26,590
|
|
|
24,987
|
|
|
1,603
|
|
|||||
Investment in real estate joint venture
|
|
—
|
|
|
5,790
|
|
|
(5,790
|
)
|
|
(5,790
|
)
|
|
—
|
|
|||||
Deposits for acquisitions of timberland - Funds
|
|
(1,005
|
)
|
|
4,683
|
|
|
(5,688
|
)
|
|
(5,688
|
)
|
|
—
|
|
|||||
Acquisition of timberland - Partnership
|
|
(6,356
|
)
|
|
(475
|
)
|
|
(5,881
|
)
|
|
33,915
|
|
|
(39,796
|
)
|
|||||
Acquisition of timberland - Funds
|
|
(140,639
|
)
|
|
(140,639
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Cash provided by (used in) investing activities
|
|
(152,059
|
)
|
|
(158,820
|
)
|
|
6,761
|
|
|
46,902
|
|
|
(40,141
|
)
|
|||||
Financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Line of credit borrowings
|
|
32,475
|
|
|
4,475
|
|
|
28,000
|
|
|
4,674
|
|
|
23,326
|
|
|||||
Line of credit repayments
|
|
(12,275
|
)
|
|
13,525
|
|
|
(25,800
|
)
|
|
(10,474
|
)
|
|
(15,326
|
)
|
|||||
Repayment of long term debt
|
|
(123
|
)
|
|
4,996
|
|
|
(5,119
|
)
|
|
(5,005
|
)
|
|
(114
|
)
|
|||||
Proceeds from issuance of long-term debt
|
|
4,000
|
|
|
4,000
|
|
|
—
|
|
|
(38,000
|
)
|
|
38,000
|
|
|||||
Debt issuance costs
|
|
(233
|
)
|
|
(129
|
)
|
|
(104
|
)
|
|
72
|
|
|
(176
|
)
|
|||||
Proceeds from unit issuances
|
|
215
|
|
|
206
|
|
|
9
|
|
|
9
|
|
|
—
|
|
|||||
Unit repurchases
|
|
(1,189
|
)
|
|
116
|
|
|
(1,305
|
)
|
|
(1,305
|
)
|
|
—
|
|
|||||
Payroll taxes paid on unit net settlements
|
|
(101
|
)
|
|
(7
|
)
|
|
(94
|
)
|
|
58
|
|
|
(152
|
)
|
|||||
Excess tax benefit from equity-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53
|
)
|
|
53
|
|
|||||
Cash distributions to unitholders
|
|
(13,943
|
)
|
|
(1,728
|
)
|
|
(12,215
|
)
|
|
(38
|
)
|
|
(12,177
|
)
|
|||||
Cash distributions - ORM Timber Funds, net of
distributions to Partnership
|
|
(15,507
|
)
|
|
15,396
|
|
|
(30,903
|
)
|
|
(25,695
|
)
|
|
(5,208
|
)
|
|||||
Capital call - ORM Timber Funds, net of
Partnership contribution
|
|
119,735
|
|
|
114,498
|
|
|
5,237
|
|
|
5,237
|
|
|
—
|
|
|||||
Capital call - Real Estate, net of Partnership
contribution
|
|
—
|
|
|
(5,900
|
)
|
|
5,900
|
|
|
5,900
|
|
|
—
|
|
|||||
Cash provided by (used in) financing activities
|
|
113,054
|
|
|
149,448
|
|
|
(36,394
|
)
|
|
(64,620
|
)
|
|
28,226
|
|
|||||
Net increase (decrease) in cash and restricted cash
|
|
$
|
773
|
|
|
$
|
(1,574
|
)
|
|
$
|
2,347
|
|
|
$
|
9,116
|
|
|
$
|
(6,769
|
)
|
Year ended
|
|
Q1
|
|
Q2
|
|
Q3
|
|
Q4
|
2018
|
|
23%
|
|
26%
|
|
25%
|
|
26%
|
2017
|
|
26%
|
|
22%
|
|
19%
|
|
31%
|
2016
|
|
17%
|
|
23%
|
|
21%
|
|
41%
|
(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
|
||||||||||
Debt - Partnership
|
$
|
94,537
|
|
|
$
|
128
|
|
|
$
|
271
|
|
|
$
|
18,337
|
|
|
$
|
75,801
|
|
Debt - Funds
|
57,380
|
|
|
—
|
|
|
25,000
|
|
|
17,980
|
|
|
14,400
|
|
|||||
Operating leases
|
339
|
|
|
177
|
|
|
158
|
|
|
4
|
|
|
—
|
|
|||||
Interest on debt - Partnership
|
45,089
|
|
|
4,392
|
|
|
8,770
|
|
|
8,561
|
|
|
23,366
|
|
|||||
Interest on debt - Funds
|
11,050
|
|
|
2,629
|
|
|
4,901
|
|
|
3,039
|
|
|
481
|
|
|||||
Environmental remediation
|
9,083
|
|
|
1,082
|
|
|
6,185
|
|
|
508
|
|
|
1,308
|
|
|||||
Other long-term obligations
|
126
|
|
|
25
|
|
|
50
|
|
|
50
|
|
|
1
|
|
|||||
Total contractual obligations or commitments
|
$
|
217,604
|
|
|
$
|
8,433
|
|
|
$
|
45,335
|
|
|
$
|
48,479
|
|
|
$
|
115,357
|
|
|
Page
|
|
|
Financial statements:
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
2018
|
|
2017
|
||||
Current assets
|
|
|
|
||||
Partnership cash
|
$
|
1,784
|
|
|
$
|
1,788
|
|
ORM Timber Funds cash
|
3,330
|
|
|
1,636
|
|
||
Cash
|
5,114
|
|
|
3,424
|
|
||
Restricted cash
|
943
|
|
|
1,860
|
|
||
Total cash and restricted cash
|
6,057
|
|
|
5,284
|
|
||
Accounts receivable, net
|
4,670
|
|
|
6,427
|
|
||
Contract assets
|
2,872
|
|
|
—
|
|
||
Land and timber held for sale
|
5,697
|
|
|
5,728
|
|
||
Prepaid expenses and other
|
1,070
|
|
|
591
|
|
||
Total current assets
|
20,366
|
|
|
18,030
|
|
||
Properties and equipment, at cost
|
|
|
|
|
|
||
Timber and roads
|
377,970
|
|
|
267,662
|
|
||
Timberland
|
74,267
|
|
|
55,056
|
|
||
Land held for development
|
20,891
|
|
|
19,311
|
|
||
Buildings and equipment, net of accumulated depreciation
|
5,500
|
|
|
5,306
|
|
||
Total properties and equipment, at cost
|
478,628
|
|
|
347,335
|
|
||
|
|
|
|
|
|
||
Other assets
|
9,255
|
|
|
15,308
|
|
||
Total assets
|
$
|
508,249
|
|
|
$
|
380,673
|
|
|
|
|
|
||||
LIABILITIES, PARTNERS’ CAPITAL AND NONCONTROLLING INTERESTS
|
|
|
|
||||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
2,379
|
|
|
$
|
2,430
|
|
Accrued liabilities
|
5,191
|
|
|
4,451
|
|
||
Current portion of long-term debt - Partnership
|
128
|
|
|
123
|
|
||
Deferred revenue
|
336
|
|
|
197
|
|
||
Current portion of environmental remediation liability
|
1,082
|
|
|
2,160
|
|
||
Other current liabilities
|
865
|
|
|
401
|
|
||
Total current liabilities
|
9,981
|
|
|
9,762
|
|
||
|
|
|
|
||||
Long-term debt, net of unamortized debt issuance costs and current portion - Partnership
|
93,928
|
|
|
70,037
|
|
||
Long-term debt, net of unamortized debt issuance costs - Funds
|
57,313
|
|
|
57,291
|
|
||
Environmental remediation and other long-term liabilities
|
8,427
|
|
|
2,957
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
|
|
|
|
||||
Partners’ capital
|
|
|
|
|
|
||
General partners' capital (units issued and outstanding 2018 - 60; 2017 - 60)
|
944
|
|
|
1,028
|
|
||
Limited partners' capital (units issued and outstanding 2018 - 4,253; 2017 - 4,251)
|
56,533
|
|
|
63,519
|
|
||
Noncontrolling interests
|
281,123
|
|
|
176,079
|
|
||
Total partners’ capital and noncontrolling interests
|
338,600
|
|
|
240,626
|
|
||
Total liabilities, partners’ capital, and noncontrolling interests
|
$
|
508,249
|
|
|
$
|
380,673
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Revenue
|
|
|
|
|
|
||||||
Partnership Timber
|
45,422
|
|
|
$
|
39,672
|
|
|
$
|
36,275
|
|
|
Funds Timber
|
49,819
|
|
|
33,842
|
|
|
21,029
|
|
|||
Timberland Investment Management
|
9
|
|
|
9
|
|
|
8
|
|
|||
Real Estate
|
8,304
|
|
|
26,300
|
|
|
23,116
|
|
|||
Total revenue
|
103,554
|
|
|
99,823
|
|
|
80,428
|
|
|||
Costs and expenses
|
|
|
|
|
|
|
|
|
|||
Cost of sales
|
|
|
|
|
|
|
|
|
|||
Partnership Timber
|
(17,828
|
)
|
|
(14,874
|
)
|
|
(15,497
|
)
|
|||
Funds Timber
|
(36,732
|
)
|
|
(26,910
|
)
|
|
(17,145
|
)
|
|||
Real Estate
|
(3,527
|
)
|
|
(16,200
|
)
|
|
(14,631
|
)
|
|||
Total cost of sales
|
(58,087
|
)
|
|
(57,984
|
)
|
|
(47,273
|
)
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|||
Partnership Timber
|
(6,268
|
)
|
|
(5,671
|
)
|
|
(5,821
|
)
|
|||
Funds Timber
|
(4,672
|
)
|
|
(3,893
|
)
|
|
(2,707
|
)
|
|||
Timberland Investment Management
|
(4,495
|
)
|
|
(3,520
|
)
|
|
(2,831
|
)
|
|||
Real Estate
|
(4,579
|
)
|
|
(5,508
|
)
|
|
(4,394
|
)
|
|||
Environmental remediation (Real Estate)
|
(5,600
|
)
|
|
—
|
|
|
(7,700
|
)
|
|||
General & Administrative
|
(7,217
|
)
|
|
(5,742
|
)
|
|
(5,076
|
)
|
|||
Total operating expenses
|
(32,831
|
)
|
|
(24,334
|
)
|
|
(28,529
|
)
|
|||
Gain on sale of timberland
|
—
|
|
|
12,547
|
|
|
995
|
|
|||
Operating income (loss)
|
|
|
|
|
|
|
|
|
|||
Partnership Timber
|
21,326
|
|
|
19,127
|
|
|
15,726
|
|
|||
Funds Timber
|
8,415
|
|
|
15,586
|
|
|
1,403
|
|
|||
Timberland Investment Management
|
(4,486
|
)
|
|
(3,511
|
)
|
|
(2,823
|
)
|
|||
Real Estate
|
(5,402
|
)
|
|
4,592
|
|
|
(3,609
|
)
|
|||
General & Administrative
|
(7,217
|
)
|
|
(5,742
|
)
|
|
(5,076
|
)
|
|||
Total operating income
|
12,636
|
|
|
30,052
|
|
|
5,621
|
|
|||
Interest expense, net
|
(4,895
|
)
|
|
(4,471
|
)
|
|
(3,406
|
)
|
|||
Income before income taxes
|
7,741
|
|
|
25,581
|
|
|
2,215
|
|
|||
Income tax expense
|
(104
|
)
|
|
(1,176
|
)
|
|
(252
|
)
|
|||
Net and comprehensive income
|
7,637
|
|
|
24,405
|
|
|
1,963
|
|
|||
Net and comprehensive (income) loss attributable to noncontrolling interests-ORM Timber Funds
|
(895
|
)
|
|
(6,516
|
)
|
|
3,979
|
|
|||
Net and comprehensive loss attributable to noncontrolling interests-Real Estate
|
79
|
|
|
2
|
|
|
—
|
|
|||
Net and comprehensive income attributable to unitholders
|
$
|
6,821
|
|
|
$
|
17,891
|
|
|
$
|
5,942
|
|
Allocable to general partners
|
$
|
95
|
|
|
$
|
250
|
|
|
$
|
83
|
|
Allocable to limited partners
|
6,726
|
|
|
17,641
|
|
|
5,859
|
|
|||
Net and comprehensive income attributable to unitholders
|
$
|
6,821
|
|
|
$
|
17,891
|
|
|
$
|
5,942
|
|
Basic and diluted earnings per unit attributable to unitholders
|
$
|
1.54
|
|
|
$
|
4.10
|
|
|
$
|
1.35
|
|
Distributions per unit
|
$
|
3.20
|
|
|
$
|
2.80
|
|
|
$
|
2.80
|
|
|
|
|
Attributable to Pope Resources
|
|
|
|
|
|||||||||||
|
Units
|
|
General Partners
|
|
Limited Partners
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||
December 31, 2015
|
4,300
|
|
|
$
|
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
|
16
|
|
|
13
|
|
|
906
|
|
|
—
|
|
|
919
|
|
||||
Excess tax benefit from equity-based compensation
|
—
|
|
|
1
|
|
|
52
|
|
|
—
|
|
|
53
|
|
||||
Indirect repurchase of units for minimum tax withholding
|
(1
|
)
|
|
(2
|
)
|
|
(150
|
)
|
|
—
|
|
|
(152
|
)
|
||||
December 31, 2016
|
4,315
|
|
|
934
|
|
|
58,199
|
|
|
189,331
|
|
|
248,464
|
|
||||
Net income
|
—
|
|
|
250
|
|
|
17,641
|
|
|
6,514
|
|
|
24,405
|
|
||||
Cash distributions
|
—
|
|
|
(171
|
)
|
|
(12,044
|
)
|
|
(30,903
|
)
|
|
(43,118
|
)
|
||||
Capital call
|
—
|
|
|
—
|
|
|
—
|
|
|
11,137
|
|
|
11,137
|
|
||||
Equity-based compensation
|
15
|
|
|
16
|
|
|
1,112
|
|
|
—
|
|
|
1,128
|
|
||||
Unit issuances - distribution reinvestment plan
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Unit repurchases
|
(18
|
)
|
|
—
|
|
|
(1,305
|
)
|
|
—
|
|
|
(1,305
|
)
|
||||
Indirect repurchase of units for minimum tax withholding
|
(1
|
)
|
|
(1
|
)
|
|
(93
|
)
|
|
—
|
|
|
(94
|
)
|
||||
December 31, 2017
|
4,311
|
|
|
1,028
|
|
|
63,519
|
|
|
176,079
|
|
|
240,626
|
|
||||
Net income
|
—
|
|
|
95
|
|
|
6,726
|
|
|
816
|
|
|
7,637
|
|
||||
Cash distributions
|
—
|
|
|
(194
|
)
|
|
(13,749
|
)
|
|
(15,507
|
)
|
|
(29,450
|
)
|
||||
Capital calls
|
—
|
|
|
—
|
|
|
—
|
|
|
119,735
|
|
|
119,735
|
|
||||
Equity-based compensation
|
17
|
|
|
16
|
|
|
1,111
|
|
|
—
|
|
|
1,127
|
|
||||
Unit issuances - distribution reinvestment plan
|
3
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|
215
|
|
||||
Unit repurchases
|
(17
|
)
|
|
—
|
|
|
(1,189
|
)
|
|
—
|
|
|
(1,189
|
)
|
||||
Indirect repurchase of units for minimum tax
withholding
|
(1
|
)
|
|
(1
|
)
|
|
(100
|
)
|
|
—
|
|
|
(101
|
)
|
||||
December 31, 2018
|
4,313
|
|
|
$
|
944
|
|
|
$
|
56,533
|
|
|
$
|
281,123
|
|
|
$
|
338,600
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Cash received from customers
|
$
|
101,621
|
|
|
$
|
97,665
|
|
|
$
|
79,428
|
|
Cash paid to suppliers and employees
|
(51,551
|
)
|
|
(45,307
|
)
|
|
(45,116
|
)
|
|||
Environmental remediation payments
|
(1,496
|
)
|
|
(7,791
|
)
|
|
(11,691
|
)
|
|||
Interest received
|
126
|
|
|
3
|
|
|
11
|
|
|||
Interest paid, net of amounts capitalized
|
(4,941
|
)
|
|
(4,603
|
)
|
|
(3,216
|
)
|
|||
Real Estate project expenditures
|
(3,210
|
)
|
|
(7,588
|
)
|
|
(13,989
|
)
|
|||
Income taxes paid
|
(771
|
)
|
|
(399
|
)
|
|
(281
|
)
|
|||
Net cash provided by operating activities
|
39,778
|
|
|
31,980
|
|
|
5,146
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(4,101
|
)
|
|
(2,500
|
)
|
|
(1,973
|
)
|
|||
Proceeds from sale of fixed assets
|
42
|
|
|
30
|
|
|
25
|
|
|||
Proceeds from sale of timberland
|
—
|
|
|
26,590
|
|
|
1,603
|
|
|||
Investment in unconsolidated Real Estate joint venture
|
—
|
|
|
(5,790
|
)
|
|
—
|
|
|||
Deposit for acquisition of timberland - Funds
|
(1,005
|
)
|
|
(5,688
|
)
|
|
—
|
|
|||
Acquisition of timberland - Partnership
|
(6,356
|
)
|
|
(5,881
|
)
|
|
(39,796
|
)
|
|||
Acquisition of timberland - Funds
|
(140,639
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(152,059
|
)
|
|
6,761
|
|
|
(40,141
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Line of credit borrowings
|
32,475
|
|
|
28,000
|
|
|
23,326
|
|
|||
Line of credit repayments
|
(12,275
|
)
|
|
(25,800
|
)
|
|
(15,326
|
)
|
|||
Repayment of long-term debt
|
(123
|
)
|
|
(5,119
|
)
|
|
(114
|
)
|
|||
Proceeds from issuance of long-term debt
|
4,000
|
|
|
—
|
|
|
38,000
|
|
|||
Debt issuance costs
|
(233
|
)
|
|
(104
|
)
|
|
(176
|
)
|
|||
Proceeds from unit issuances - distribution reinvestment plan
|
215
|
|
|
9
|
|
|
—
|
|
|||
Unit repurchases
|
(1,189
|
)
|
|
(1,305
|
)
|
|
—
|
|
|||
Payroll taxes paid on unit net settlements
|
(101
|
)
|
|
(94
|
)
|
|
(152
|
)
|
|||
Excess tax benefit from equity-based compensation
|
—
|
|
|
—
|
|
|
53
|
|
|||
Cash distributions to unitholders
|
(13,943
|
)
|
|
(12,215
|
)
|
|
(12,177
|
)
|
|||
Cash distributions - ORM Timber Funds, net of distributions to Partnership
|
(15,507
|
)
|
|
(30,903
|
)
|
|
(5,208
|
)
|
|||
Capital call - ORM Timber Funds, net of Partnership contribution
|
119,735
|
|
|
5,237
|
|
|
—
|
|
|||
Capital call - Real Estate, net of Partnership contribution
|
—
|
|
|
5,900
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
113,054
|
|
|
(36,394
|
)
|
|
28,226
|
|
|||
Net increase (decrease) in cash and restricted cash
|
773
|
|
|
2,347
|
|
|
(6,769
|
)
|
|||
Cash and restricted cash:
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
5,284
|
|
|
2,937
|
|
|
9,706
|
|
|||
End of year
|
$
|
6,057
|
|
|
$
|
5,284
|
|
|
$
|
2,937
|
|
Reconciliation of net income to net cash
|
2018
|
|
2017
|
|
2016
|
||||||
provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
7,637
|
|
|
$
|
24,405
|
|
|
$
|
1,963
|
|
Depletion
|
27,121
|
|
|
19,187
|
|
|
12,621
|
|
|||
Equity-based compensation
|
1,127
|
|
|
1,128
|
|
|
919
|
|
|||
Excess tax benefit from equity-based compensation
|
—
|
|
|
—
|
|
|
(53
|
)
|
|||
Depreciation and amortization
|
604
|
|
|
534
|
|
|
755
|
|
|||
Gain on sale of timberland
|
—
|
|
|
(12,547
|
)
|
|
(995
|
)
|
|||
Gain on sale of property and equipment
|
(43
|
)
|
|
(2
|
)
|
|
(23
|
)
|
|||
Deferred taxes, net
|
(76
|
)
|
|
288
|
|
|
67
|
|
|||
Cost of land sold - Real Estate
|
1,674
|
|
|
13,862
|
|
|
12,439
|
|
|||
Loss from unconsolidated real estate joint venture
|
4
|
|
|
5
|
|
|
—
|
|
|||
Increase (decrease) in cash from changes in
|
|
|
|
|
|
|
|
|
|||
operating accounts:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
1,757
|
|
|
(2,046
|
)
|
|
(1,143
|
)
|
|||
Prepaid expenses, contract assets and other assets
|
(2,502
|
)
|
|
2,336
|
|
|
(5,307
|
)
|
|||
Real estate project expenditures
|
(3,210
|
)
|
|
(7,588
|
)
|
|
(13,989
|
)
|
|||
Accounts payable and accrued liabilities
|
689
|
|
|
417
|
|
|
1,691
|
|
|||
Deferred revenue
|
139
|
|
|
(222
|
)
|
|
141
|
|
|||
Environmental remediation accruals
|
5,600
|
|
|
—
|
|
|
7,700
|
|
|||
Environmental remediation payments
|
(1,496
|
)
|
|
(7,791
|
)
|
|
(11,691
|
)
|
|||
Other current and noncurrent liabilities
|
753
|
|
|
14
|
|
|
51
|
|
|||
Net cash provided by operating activities
|
$
|
39,778
|
|
|
$
|
31,980
|
|
|
$
|
5,146
|
|
Description
|
12/31/2018
|
|
|
12/31/2017
|
|
||
Buildings
|
$
|
9,716
|
|
|
$
|
9,437
|
|
Equipment
|
3,343
|
|
|
3,039
|
|
||
Furniture and fixtures
|
664
|
|
|
663
|
|
||
Total
|
$
|
13,723
|
|
|
$
|
13,139
|
|
Accumulated depreciation
|
(8,223
|
)
|
|
(7,833
|
)
|
||
Net buildings and equipment
|
$
|
5,500
|
|
|
$
|
5,306
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per unit data)
|
2018
|
|
2017
|
|
2016
|
||||||
Net and comprehensive income attributable to unitholders
|
$
|
6,821
|
|
|
$
|
17,891
|
|
|
$
|
5,942
|
|
Less: Net and comprehensive income attributable to unvested restricted unitholders
|
(125
|
)
|
|
(133
|
)
|
|
(101
|
)
|
|||
Less: Dividends paid to Funds preferred shareholders
|
(31
|
)
|
|
(31
|
)
|
|
(31
|
)
|
|||
Net and comprehensive income attributable to unitholders for earnings per unit calculation
|
$
|
6,665
|
|
|
$
|
17,727
|
|
|
$
|
5,810
|
|
Basic and diluted weighted average units outstanding
|
4,317
|
|
|
4,323
|
|
|
4,313
|
|
|||
Basic and diluted net earnings per unit
|
$
|
1.54
|
|
|
$
|
4.10
|
|
|
$
|
1.35
|
|
•
|
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
|
•
|
Level 3-Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
|
Contract assets, January 1, 2018
|
$
|
—
|
|
Revenue recognized from the satisfaction of performance obligations
|
11,381
|
|
|
Revenue recognized from changes in estimates of variable consideration
|
151
|
|
|
Transferred to receivables from contract assets
|
(7,703
|
)
|
|
Total contract assets, December 31, 2018
|
3,829
|
|
|
Less: noncurrent portion included in other assets
|
(957
|
)
|
|
Current portion of contract assets, December 31, 2018
|
$
|
2,872
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Partnership Timber
|
|
|
|
|
|
||||||
Log sale revenue - domestic
|
$
|
34,789
|
|
|
$
|
28,126
|
|
|
$
|
26,710
|
|
Log sale revenue - export brokers (indirect)
|
8,249
|
|
|
8,967
|
|
|
7,113
|
|
|||
Timber deed sale revenue
|
92
|
|
|
422
|
|
|
347
|
|
|||
Other revenue
|
2,292
|
|
|
2,157
|
|
|
2,105
|
|
|||
Total revenue
|
$
|
45,422
|
|
|
$
|
39,672
|
|
|
$
|
36,275
|
|
|
|
|
|
|
|
||||||
Funds Timber
|
|
|
|
|
|
||||||
Log sale revenue - domestic
|
$
|
27,981
|
|
|
$
|
15,490
|
|
|
$
|
16,229
|
|
Log sale revenue - export brokers (indirect)
|
9,281
|
|
|
15,457
|
|
|
2,936
|
|
|||
Timber deed sale revenue
|
11,440
|
|
|
2,337
|
|
|
1,440
|
|
|||
Other revenue
|
1,117
|
|
|
558
|
|
|
424
|
|
|||
Total revenue
|
$
|
49,819
|
|
|
$
|
33,842
|
|
|
$
|
21,029
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Conservation land sale
|
$
|
—
|
|
|
$
|
5,056
|
|
|
$
|
2,360
|
|
Conservation easements
|
3,730
|
|
|
—
|
|
|
2,080
|
|
|||
Gig Harbor residential
|
—
|
|
|
14,157
|
|
|
15,247
|
|
|||
Gig Harbor commercial
|
—
|
|
|
3,500
|
|
|
—
|
|
|||
Bremerton residential
|
1,375
|
|
|
—
|
|
|
—
|
|
|||
Other residential
|
751
|
|
|
2,255
|
|
|
—
|
|
|||
Other commercial
|
400
|
|
|
—
|
|
|
—
|
|
|||
Unimproved land
|
205
|
|
|
—
|
|
|
1,784
|
|
|||
Total land sales
|
6,461
|
|
|
24,968
|
|
|
21,471
|
|
|||
Rentals and other
|
1,843
|
|
|
1,332
|
|
|
1,645
|
|
|||
Total revenue
|
$
|
8,304
|
|
|
$
|
26,300
|
|
|
$
|
23,116
|
|
3.
|
ORM TIMBER FUND II, INC. (FUND II), ORM TIMBER FUND III (REIT) INC. (FUND III), AND ORM TIMBER FUND IV LLC. (FUND IV) (COLLECTIVELY, “THE FUNDS”)
|
(in thousands)
|
2018
|
|
2017
|
||||
Cash
|
$
|
3,330
|
|
|
$
|
1,636
|
|
Other current assets
|
4,931
|
|
|
2,481
|
|
||
Total current assets
|
8,261
|
|
|
4,117
|
|
||
Properties and equipment, net of accumulated depreciation
|
360,163
|
|
|
235,046
|
|
||
Other long-term assets
|
1,962
|
|
|
5,683
|
|
||
Total assets
|
$
|
370,386
|
|
|
$
|
244,846
|
|
|
|
|
|
||||
Current liabilities
|
$
|
3,237
|
|
|
$
|
2,862
|
|
Long-term debt
|
57,313
|
|
|
57,291
|
|
||
Other long-term liabilities
|
300
|
|
|
—
|
|
||
Funds’ equity
|
309,536
|
|
|
184,693
|
|
||
Total liabilities and equity
|
$
|
370,386
|
|
|
$
|
244,846
|
|
|
2018
|
|
2017
|
||||
Deferred tax assets, net
|
$
|
540
|
|
|
$
|
465
|
|
Cash held by like-kind exchange intermediaries
|
—
|
|
|
598
|
|
||
Contract assets, noncurrent
|
957
|
|
|
—
|
|
||
Deposits for acquisitions of timberland
|
1,005
|
|
|
5,688
|
|
||
Investment in Real Estate joint venture entity
|
5,891
|
|
|
5,895
|
|
||
Advances to Real Estate joint venture entity
|
804
|
|
|
—
|
|
||
Notes receivable
|
57
|
|
|
2,625
|
|
||
Other
|
1
|
|
|
37
|
|
||
Total
|
$
|
9,255
|
|
|
$
|
15,308
|
|
|
At December 31,
|
|||||
(in thousands)
|
2018
|
|
2017
|
|||
Partnership debt:
|
|
|
|
|||
$30.0 million revolving line of credit with Northwest Farm Credit Services (NWFCS), variable interest based on LIBOR plus margin of 1.60% (3.95% at December 31, 2018) with quarterly interest-only payments and collateralized by timberlands (matures October 2023)
|
$
|
16,400
|
|
|
16,200
|
|
Mortgage payable to NWFCS, collateralized by Poulsbo headquarters:
|
|
|
|
|||
Interest at 3.80% with monthly principal and interest payments, (matures January 2023)
|
2,337
|
|
|
2,460
|
|
|
$71.8 million credit facility payable to NWFCS with quarterly interest-only payments, collateralized by Partnership timberlands, with the following tranches:
|
|
|
|
|
|
|
Interest at 6.40% (matures September 2019)
|
9,800
|
|
|
9,800
|
|
|
Interest at LIBOR plus 1.60% (3.95% at December 31, 2018) (matures October 2024)
|
6,000
|
|
|
—
|
|
|
Interest at 6.05% (matures July 2025)
|
10,000
|
|
|
10,000
|
|
|
Interest at LIBOR plus margin of 2.20% (refinanced in October 2018)
|
—
|
|
|
10,000
|
|
|
Interest at 3.89% (matures July 2026)
|
11,000
|
|
|
11,000
|
|
|
Interest at 4.13% (matures July 2028)
|
11,000
|
|
|
11,000
|
|
|
Interest at 5.34% (matures October 2034)
|
8,000
|
|
|
—
|
|
|
Interest at 5.34% (matures October 2035)
|
8,000
|
|
|
—
|
|
|
Interest at 5.42% (matures October 2036)
|
8,000
|
|
|
—
|
|
|
$40.0 million delayed-draw facility, quarterly interest-only payments with ultimate maturity of October 2028, collateralized by Partnership timberlands, with the following tranche:
|
|
|
|
|||
Interest based on LIBOR plus margin of 1.60% (3.95% at December 31, 2018)
|
4,000
|
|
|
—
|
|
|
Total Partnership debt
|
94,537
|
|
|
70,460
|
|
|
Less unamortized debt issuance costs
|
(481
|
)
|
|
(300
|
)
|
|
Less current portion
|
(128
|
)
|
|
(123
|
)
|
|
Long-term debt, less unamortized debt issuance costs and current portion - Partnership
|
93,928
|
|
|
70,037
|
|
(in thousands)
|
At December 31,
|
||||||
ORM Timber Funds debt:
|
2018
|
|
2017
|
||||
Fund II Mortgages payable to MetLife, collateralized by Fund II timberlands with quarterly interest payments (matures September 2020), as follows:
|
|
|
|
||||
Interest at 4.85%
|
$
|
11,000
|
|
|
$
|
11,000
|
|
Interest at 3.84%
|
14,000
|
|
|
14,000
|
|
||
Fund III mortgages payable to NWFCS, collateralized by Fund III timberlands
with quarterly interest payments, as follows: |
|||||||
Interest at 5.10% (matures December 2023)
|
17,980
|
|
|
17,980
|
|
||
Interest at 4.45% (matures October 2024)
|
14,400
|
|
|
14,400
|
|
||
Total ORM Timber Funds debt
|
57,380
|
|
|
57,380
|
|
||
Less unamortized debt issuance costs
|
(67
|
)
|
|
(89
|
)
|
||
Less current portion
|
—
|
|
|
—
|
|
||
Long-term debt, less unamortized debt issuance costs and current portion - Funds
|
$
|
57,313
|
|
|
$
|
57,291
|
|
|
Partnership
|
|
Funds
|
||||
2019
|
128
|
|
|
—
|
|
||
2020
|
133
|
|
|
25,000
|
|
||
2021
|
138
|
|
|
—
|
|
||
2022
|
143
|
|
|
—
|
|
||
2023
|
18,195
|
|
|
17,980
|
|
||
Thereafter
|
75,800
|
|
|
14,400
|
|
||
Total
|
$
|
94,537
|
|
|
$
|
57,380
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Interest income - Partnership
|
$
|
132
|
|
|
$
|
3
|
|
|
$
|
11
|
|
Interest expense - Partnership
|
(3,075
|
)
|
|
(2,644
|
)
|
|
(1,895
|
)
|
|||
Interest expense - Funds
|
(2,247
|
)
|
|
(2,321
|
)
|
|
(2,255
|
)
|
|||
Capitalized interest - Partnership
|
295
|
|
|
491
|
|
|
733
|
|
|||
Interest expense, net
|
$
|
(4,895
|
)
|
|
$
|
(4,471
|
)
|
|
$
|
(3,406
|
)
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Income before income taxes
|
$
|
7,741
|
|
|
$
|
25,581
|
|
|
$
|
2,215
|
|
Income in entities that pass-through pre-tax earnings to the partners
|
7,273
|
|
|
23,089
|
|
|
1,500
|
|
|||
Income subject to income taxes
|
$
|
468
|
|
|
$
|
2,492
|
|
|
$
|
715
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Current
|
$
|
(180
|
)
|
|
$
|
(888
|
)
|
|
$
|
(185
|
)
|
Deferred
|
76
|
|
|
(288
|
)
|
|
(67
|
)
|
|||
Total
|
$
|
(104
|
)
|
|
$
|
(1,176
|
)
|
|
$
|
(252
|
)
|
|
2018
|
|
2017
|
|
2016
|
|||
Statutory tax on income
|
21
|
%
|
|
34
|
%
|
|
34
|
%
|
Income from entities that pass-through pre-tax earnings to the partners
|
(20
|
)%
|
|
(30
|
)%
|
|
(23
|
)%
|
Effect on deferred tax assets of change in income tax rate
|
—
|
%
|
|
1
|
%
|
|
—
|
%
|
Effective income tax rate
|
1
|
%
|
|
5
|
%
|
|
11
|
%
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Compensation-related accruals
|
$
|
454
|
|
|
$
|
359
|
|
|
$
|
456
|
|
Net operating loss carryforwards
|
87
|
|
|
123
|
|
|
284
|
|
|||
Depreciation
|
(16
|
)
|
|
15
|
|
|
16
|
|
|||
Other
|
14
|
|
|
(32
|
)
|
|
(3
|
)
|
|||
Total
|
$
|
539
|
|
|
$
|
465
|
|
|
$
|
753
|
|
|
Units
|
|
Weighted Avg
Grant Date
Fair Value ($)
|
||
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
|
|
|
59.96
|
|
Grants
|
20,893
|
|
|
66.10
|
|
Vested
|
(14,190
|
)
|
|
66.48
|
|
Forfeited
|
(1,550
|
)
|
|
65.02
|
|
Tendered back to pay tax withholding
|
(1,432
|
)
|
|
65.65
|
|
Outstanding December 31, 2017
|
39,214
|
|
|
64.62
|
|
Grants
|
16,605
|
|
|
69.98
|
|
Vested
|
(15,151
|
)
|
|
65.03
|
|
Tendered back to pay tax withholding
|
(1,466
|
)
|
|
64.59
|
|
Outstanding December 31, 2018
|
39,202
|
|
|
66.72
|
|
(in thousands)
|
|
Balances at
the Beginning
of the Period
|
|
Additions
to
Accrual
|
|
Expenditures
for
Remediation
|
|
Balance at
Period-end
|
||||||||
Year ended December 31, 2016
|
|
$
|
16,761
|
|
|
$
|
7,700
|
|
|
$
|
11,691
|
|
|
$
|
12,770
|
|
Year ended December 31, 2017
|
|
12,770
|
|
|
—
|
|
|
7,791
|
|
|
4,979
|
|
||||
Year ended December 31, 2018
|
|
4,979
|
|
|
5,600
|
|
|
1,496
|
|
|
9,083
|
|
(in thousands)
|
|
|
|
|
|
|||||||||||||
2017
|
Partnership Timber
|
Funds Timber
|
|
TIM
|
Real Estate
|
Other
|
Consolidated
|
|||||||||||
Revenue internal
|
|
$40,004
|
|
|
$33,842
|
|
|
$3,377
|
|
|
$26,737
|
|
|
$—
|
|
|
$103,960
|
|
Eliminations
|
(332
|
)
|
—
|
|
(3,368
|
)
|
(437
|
)
|
—
|
|
(4,137
|
)
|
||||||
Revenue external
|
39,672
|
|
33,842
|
|
9
|
|
26,300
|
|
—
|
|
99,823
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
(14,874
|
)
|
(26,910
|
)
|
—
|
|
(16,200
|
)
|
—
|
|
(57,984
|
)
|
||||||
Operating, general and administrative expenses - internal
|
(6,177
|
)
|
(7,261
|
)
|
(3,593
|
)
|
(5,594
|
)
|
(5,846
|
)
|
(28,471
|
)
|
||||||
Eliminations
|
506
|
|
3,368
|
|
73
|
|
86
|
|
104
|
|
4,137
|
|
||||||
Operating, general and administrative expenses - external
|
(5,671
|
)
|
(3,893
|
)
|
(3,520
|
)
|
(5,508
|
)
|
(5,742
|
)
|
(24,334
|
)
|
||||||
Gain (loss) on sale of timberland
|
—
|
|
12,547
|
|
—
|
|
—
|
|
—
|
|
12,547
|
|
||||||
Income (loss) from operations - internal
|
18,953
|
|
12,218
|
|
(216
|
)
|
4,943
|
|
(5,846
|
)
|
30,052
|
|
||||||
Eliminations
|
174
|
|
3,368
|
|
(3,295
|
)
|
(351
|
)
|
104
|
|
—
|
|
||||||
Income (loss) from operations - external
|
|
$19,127
|
|
|
$15,586
|
|
|
($3,511
|
)
|
|
$4,592
|
|
|
($5,742
|
)
|
|
$30,052
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from operations - internal
|
|
$18,953
|
|
|
$12,218
|
|
|
($216
|
)
|
|
$4,943
|
|
|
($5,846
|
)
|
|
$30,052
|
|
Depletion, depreciation, and amortization
|
4,121
|
|
15,170
|
|
32
|
|
279
|
|
55
|
|
19,657
|
|
||||||
Gain on sale of timberland
|
—
|
|
(12,547
|
)
|
—
|
|
—
|
|
—
|
|
(12,547
|
)
|
||||||
Adjusted EBITDDA
|
|
$23,074
|
|
|
$14,841
|
|
|
($184
|
)
|
|
$5,222
|
|
|
($5,791
|
)
|
|
$37,162
|
|
(in thousands)
|
|
|
|
|
|
|||||||||||||
2016
|
Partnership Timber
|
Funds Timber
|
|
TIM
|
Real Estate
|
Other
|
Consolidated
|
|||||||||||
Revenue internal
|
|
$36,478
|
|
|
$21,029
|
|
|
$3,275
|
|
|
$23,419
|
|
|
$—
|
|
|
$84,201
|
|
Eliminations
|
(203
|
)
|
—
|
|
(3,267
|
)
|
(303
|
)
|
—
|
|
(3,773
|
)
|
||||||
Revenue external
|
36,275
|
|
21,029
|
|
8
|
|
23,116
|
|
—
|
|
80,428
|
|
||||||
|
|
|
|
|
|
|
||||||||||||
Cost of sales
|
(15,497
|
)
|
(17,145
|
)
|
—
|
|
(14,631
|
)
|
—
|
|
(47,273
|
)
|
||||||
Operating, general and administrative expenses - internal
|
(6,152
|
)
|
(5,974
|
)
|
(2,888
|
)
|
(4,441
|
)
|
(5,147
|
)
|
(24,602
|
)
|
||||||
Eliminations
|
331
|
|
3,267
|
|
57
|
|
47
|
|
71
|
|
3,773
|
|
||||||
Operating, general and administrative expenses - external
|
(5,821
|
)
|
(2,707
|
)
|
(2,831
|
)
|
(4,394
|
)
|
(5,076
|
)
|
(20,829
|
)
|
||||||
Environmental remediation
|
—
|
|
—
|
|
—
|
|
(7,700
|
)
|
—
|
|
(7,700
|
)
|
||||||
Gain (loss) on sale of timberland
|
769
|
|
226
|
|
—
|
|
—
|
|
—
|
|
995
|
|
||||||
Income (loss) from operations - internal
|
15,598
|
|
(1,864
|
)
|
387
|
|
(3,353
|
)
|
(5,147
|
)
|
5,621
|
|
||||||
Eliminations
|
128
|
|
3,267
|
|
(3,210
|
)
|
(256
|
)
|
71
|
|
—
|
|
||||||
Income (loss) from operations - external
|
|
$15,726
|
|
|
$1,403
|
|
|
($2,823
|
)
|
|
($3,609
|
)
|
|
($5,076
|
)
|
|
$5,621
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from operations - internal
|
|
$15,598
|
|
|
($1,864
|
)
|
|
$387
|
|
|
($3,353
|
)
|
|
($5,147
|
)
|
|
$5,621
|
|
Depletion, depreciation, and amortization
|
3,771
|
|
9,073
|
|
32
|
|
387
|
|
65
|
|
13,328
|
|
||||||
Environmental remediation
|
—
|
|
—
|
|
—
|
|
7,700
|
|
—
|
|
7,700
|
|
||||||
Gain on sale of timberland
|
(769
|
)
|
(226
|
)
|
—
|
|
—
|
|
—
|
|
(995
|
)
|
||||||
Adjusted EBITDDA
|
|
$18,600
|
|
|
$6,983
|
|
|
$419
|
|
|
$4,734
|
|
|
($5,082
|
)
|
|
$25,654
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Depletion, depreciation, and amortization
|
|
|
|
|
|
||||||
Partnership Timber
|
$
|
4,228
|
|
|
$
|
4,121
|
|
|
$
|
3,771
|
|
Funds Timber
|
23,009
|
|
|
15,170
|
|
|
9,073
|
|
|||
Timberland Investment Management
|
72
|
|
|
32
|
|
|
32
|
|
|||
Real Estate
|
270
|
|
|
279
|
|
|
387
|
|
|||
G&A
|
72
|
|
|
55
|
|
|
65
|
|
|||
|
27,651
|
|
|
19,657
|
|
|
13,328
|
|
|||
Amortization of debt issuance costs
|
74
|
|
|
64
|
|
|
48
|
|
|||
Total
|
$
|
27,725
|
|
|
$
|
19,721
|
|
|
$
|
13,376
|
|
Assets
|
2018
|
|
2017
|
|
2016
|
||||||
Partnership Timber
|
$
|
94,353
|
|
|
$
|
91,206
|
|
|
$
|
87,419
|
|
Funds Timber
|
370,386
|
|
|
244,846
|
|
|
266,401
|
|
|||
Timberland Investment Management
|
211
|
|
|
83
|
|
|
325
|
|
|||
Real Estate
|
36,382
|
|
|
39,420
|
|
|
38,988
|
|
|||
G&A
|
6,917
|
|
|
5,118
|
|
|
5,917
|
|
|||
Total
|
$
|
508,249
|
|
|
$
|
380,673
|
|
|
$
|
399,050
|
|
Capital and Land Expenditures
|
2018
|
|
2017
|
|
2016
|
||||||
Partnership Timber
|
$
|
8,186
|
|
|
$
|
7,168
|
|
|
$
|
40,745
|
|
Funds Timber
|
143,445
|
|
|
6,808
|
|
|
859
|
|
|||
Timberland Investment Management
|
192
|
|
|
32
|
|
|
13
|
|
|||
Real Estate project expenditures
|
3,210
|
|
|
7,588
|
|
|
13,993
|
|
|||
Real Estate-other
|
213
|
|
|
2
|
|
|
128
|
|
|||
G&A
|
65
|
|
|
58
|
|
|
20
|
|
|||
Total
|
$
|
155,311
|
|
|
$
|
21,656
|
|
|
$
|
55,758
|
|
(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
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
First quarter
|
$
|
24,987
|
|
|
$
|
6,957
|
|
|
$
|
5,718
|
|
|
$
|
1.31
|
|
Second quarter
|
27,912
|
|
|
3,809
|
|
|
199
|
|
|
0.04
|
|
||||
Third quarter
|
28,008
|
|
|
4,172
|
|
|
2,644
|
|
|
0.60
|
|
||||
Fourth quarter
|
22,647
|
|
|
(2,545
|
)
|
|
(1,778
|
)
|
|
(0.41
|
)
|
||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
First quarter
|
$
|
17,345
|
|
|
$
|
12,684
|
|
|
$
|
3,370
|
|
|
$
|
0.77
|
|
Second quarter
|
15,891
|
|
|
993
|
|
|
158
|
|
|
0.03
|
|
||||
Third quarter
|
18,803
|
|
|
1,805
|
|
|
1,658
|
|
|
0.38
|
|
||||
Fourth quarter
|
47,784
|
|
|
14,570
|
|
|
12,705
|
|
|
2.92
|
|
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)
|
65
|
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)
|
67
|
Director since October 2015. Member, Board of Directors, Joshua Green Corporation, a privately held investment company, and Urban Renaissance Group, a full-service commercial real estate company. President, Green Diamond Resource Company from 2006 through 2013. Executive Vice President and Chief Financial Officer, Plum Creek Timber Company from 1999 through 2006. Mr. Brown’s experience in the forest products and real estate industries 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)
|
60
|
Director since December 2005. Member, Board of Advisors of Fremont Group, 20018 to present. Managing Partner, Veradace Partners, an investment company, 2019 to present. Co-President, NWQ Investment Management Company LLC, 2006 to 2018. 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 Chairman. 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)
|
67
|
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 Aptitude Investment Management LP, 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
|
Maria M. Pope (1), (4)
|
54
|
Director since December 2012. President and CEO of Portland General Electric (PGE), an electric utility, since October 2017 and January 2018, respectively. Senior Vice President of Power Supply, Operations and Resource Strategy from March 2013 to October 2017 of PGE. Senior Vice President of Finance, Chief Financial Officer and Treasurer of PGE from 2009 through February 2013; Director, PGE from 2006 through 2008. Vice President and Chief Financial Officer, Mentor Graphics Corporation, a software company, from July 2007 to December 2008. Vice President and General Manager, Wood Products Division of Pope & Talbot, Inc., a pulp and wood products company, from December 2003 to April 2007; Vice President, Chief Financial Officer and Secretary of Pope & Talbot, Inc. from 1999 to 2003. Ms. Pope previously worked for Levi Strauss & Co. and Morgan Stanley & Co., Inc. Ms. Pope has extensive board experience, having served on several U.S. and Canadian corporate boards across a number of industries, including forest products. Ms. Pope is on the board of Umpqua Holdings Corporation (NASDAQ: UMPQ), Oregon Global Warming Commission, and the Oregon Business Council. She previously served on the boards of Sterling Financial Corp. (NASDAQ: STSA), Premera Blue Cross, TimberWest Forest Corp. (TSE: TWF), Oregon Health Sciences University, and was the Chair of the Council of Forest Industries (COFI), Western Canada’s industry association.
|
Kevin C. Bates
|
52
|
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.
|
Michael J. Mackelwich
|
48
|
Vice President of Timberland Operations since March 2017. Director of Timberland Operations from December 2013 through February 2017. Area Timber Operations Manager from March 2006 through November 2013. Forester and Senior Forester positions from January 1998 through February 2006. Resource Planning Forester for The Campbell Group from 1996 through 1997.
|
Daemon P. Repp
|
44
|
Vice President and CFO from December 2018 to present. Director of Finance from August 2017 to November 2018, Portfolio Manager from March 2016 to August 2017, Investment Analyst from August 2010 to February 2016. Financial Analyst and Senior Financial Analyst for Genesee Investments LLC from January 2000 to July 2010. Asset/Liability Management Analyst for Washington Mutual Bank from August 1999 to January 2000. Industrial Analyst at Boeing Co. from June 1997 to July 1999.
|
Jonathan P. Rose
|
56
|
Vice President of 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)
|
2014 - present
2013 - 2014
|
•
|
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
|
|
$800,000
|
|
Target bonus
|
|
$225,000
|
|
Total cash payments
|
|
$1,025,000
|
|
Name and
Principal Position
|
Year
|
Salary
($)
|
Unit Awards
($) (1)
|
Non-equity Incentive
Program
Compensation ($) (2)
|
All Other
Compensation
($) (3)
|
Total
($)
|
|||||
Thomas M. Ringo
President and CEO
|
2018
|
400,000
|
|
235,800
|
|
171,450
|
|
39,877
|
|
847,127
|
|
|
2017
|
395,833
|
|
262,275
|
|
196,300
|
|
32,671
|
|
887,079
|
|
|
2016
|
366,667
|
|
317,675
|
|
142,160
|
|
24,491
|
|
850,993
|
|
Kevin C. Bates
Vice President of Timberland Investments
|
2018
|
261,588
|
|
79,910
|
|
60,960
|
|
23,880
|
|
426,338
|
|
|
2017
|
255,208
|
|
94,419
|
|
60,400
|
|
20,340
|
|
430,367
|
|
|
2016
|
240,792
|
|
176,850
|
|
88,850
|
|
17,540
|
|
524,032
|
|
Michael J. Mackelwich
Vice President, Timberland Operations (4)
|
2018
|
204,167
|
|
58,950
|
|
38,100
|
|
17,250
|
|
318,467
|
|
|
2017
|
198,333
|
|
69,940
|
|
60,400
|
|
15,054
|
|
343,727
|
|
Daemon P. Repp
Vice President and CFO (5)
|
2018
|
178,333
|
|
29,475
|
|
31,442
|
|
12,287
|
|
251,537
|
|
Director of Finance
|
2017
|
145,658
|
|
27,976
|
|
28,272
|
|
10,516
|
|
212,422
|
|
Jonathon P. Rose
Vice President - Real Estate and President of Olympic Property Group
|
2018
|
219,865
|
|
57,378
|
|
38,100
|
|
20,184
|
|
335,527
|
|
|
2017
|
214,503
|
|
69,940
|
|
60,400
|
|
19,228
|
|
364,071
|
|
|
2016
|
209,271
|
|
89,080
|
|
88,850
|
|
19,700
|
|
406,901
|
|
John D. Lamb
Vice President and CFO (5) |
2017
|
91,089
|
|
—
|
|
—
|
|
175,543
|
|
266,632
|
|
|
2016
|
253,125
|
|
52,400
|
|
—
|
|
55,800
|
|
361,325
|
|
(1)
|
Amounts represent the market value on the date of grant of restricted units received in January 2019, 2018, and 2017, respectively, as compensation under the PRU plan for 2018, 2017 and 2016 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 2016 through 2018 under the LTIP but paid out in January 2017, 2018, and 2019, respectively, as discussed in the Compensation Discussion and Analysis. For Mr. Repp, the amount represents the award under the PRU plan paid in January 2019 and 2018 for 2018 and 2017 performance, respectively, as discussed in the Compensation Discussion and Analysis.
|
(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 $50,000 earned in 2016 and paid in 2017 in recognition that he would not receive his first payment under the LTIP until 2018. Mr. Lamb left the Partnership on August 11, 2017. Mr. Lamb’s amounts include $98,165 and $29,916 of salary continuation payments for 2017 and 2018, respectively, and the 2017 amount also includes $73,333 paid in January 2018 under the LTIP pursuant to his separation agreement.
|
(4)
|
Mr. Mackelwich became a named executive officer in March 2017 upon his appointment as a Vice President of the Partnership.
|
(5)
|
Mr. Repp, in his role as Director of Finance, succeeded Mr. Lamb on August 11, 2017, and became a named executive officer as the Partnership’s principal financial officer. On December 4, 2018, Mr. Repp was appointed Vice President and CFO of the Partnership.
|
|
|
|
Estimated Future Payouts Under Non-Equity Incentive Program Awards (1)
|
Estimated Future Payouts Under Equity Incentive Program Awards
|
|
|
|
|
||||||||
Name
|
Type of
Award
|
Grant
Date (2)
|
Thresh
-old ($)
|
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
2018-2020
|
None
|
—
|
300,000
|
|
600,000
|
|
|
|
|
|
|
|
|
||
RU
|
1/12/18
|
|
|
|
|
|
|
|
|
3,750
|
|
|
69.94
|
262,275
|
|
|
Kevin C. Bates
Vice President
|
LTIP
2018-2020 |
None
|
—
|
80,000
|
|
160,000
|
|
|
|
|
|
|
|
|
|
|
RU
|
1/12/18
|
|
|
|
|
|
|
|
|
1,350
|
|
|
69.94
|
94,419
|
|
|
Michael J. Mackelwich
Vice President
|
LTIP
2018-2020 |
None
|
—
|
50,000
|
|
100,000
|
|
|
|
|
|
|
|
|
||
RU
|
1/12/18
|
|
|
|
|
|
|
1,000
|
|
|
69.94
|
69,940
|
|
|||
Daemon P. Repp
Vice President and CFO
|
LTIP
2018-2020 |
None
|
—
|
50,000
|
|
100,000
|
|
|
|
|
|
|
|
|
||
RU
|
1/12/18
|
|
|
|
|
|
|
400
|
|
|
69.94
|
27,976
|
|
|||
Jonathon P. Rose
Vice President
|
LTIP
2018-2020 |
None
|
—
|
50,000
|
|
100,000
|
|
|
|
|
|
|
|
|
|
|
RU
|
1/12/18
|
|
|
|
|
|
|
1,000
|
|
|
69.94
|
69,940
|
|
(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 eleventh cycle for the performance period 2018-20 which is the only cycle shown in the table above since its performance period initiated in calendar year 2018. Payouts for the 2014-16, 2015-17, and 2016-18 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.
|
(1)
|
Of the 662 units acquired upon vesting in 2018 by Mr. Mackelwich, he tendered back 214 units with an aggregate value of $14,973 to the Partnership in lieu of paying cash for payroll taxes due on vesting. As such, Mr. Mackelwich retained a net position of 448 of these units. Of the 1,140 units acquired upon vesting in 2018 by Mr. Rose, he tendered back 352 units with an aggregate value of $24,644 to the Partnership in lieu of paying cash for payroll taxes due on the vesting. As such, Mr. Rose retained a net position of 788 of these units.
|
|
|
|
|
Thomas M.
Ringo
|
|
Kevin C.
Bates |
|
Michael J. Mackelwich
|
|
Daemon P. Repp
|
|
Jonathan P.
Rose
|
||||||||||
A
|
|
Total # of units owned - excluding unvested restricted units
|
|
29,868
|
|
|
23,382
|
|
|
3,162
|
|
|
4,726
|
|
|
5,852
|
|
|||||
B
|
|
Value of units owned - excluding unvested restricted units
|
|
$
|
2,091,656
|
|
|
$
|
1,637,441
|
|
|
$
|
221,435
|
|
|
$
|
330,962
|
|
|
$
|
409,816
|
|
C
|
|
Base salary
|
|
$
|
400,000
|
|
|
$
|
262,656
|
|
|
$
|
205,000
|
|
|
$
|
180,000
|
|
|
$
|
220,762
|
|
|
|
Value divided by salary - B/C
|
|
5.2
|
|
|
6.2
|
|
|
1.1
|
|
|
1.8
|
|
|
1.9
|
|
|||||
% of A acquired via:
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
Open market purchase
|
|
7
|
%
|
|
10
|
%
|
|
—
|
%
|
|
50
|
%
|
|
—
|
%
|
|||||
|
|
Exercise of options
|
|
30
|
%
|
|
16
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||||
|
|
Vesting of restricted units
|
|
63
|
%
|
|
74
|
%
|
|
100
|
%
|
|
50
|
%
|
|
100
|
%
|
|||||
D
|
|
Total # of unvested restricted units
|
|
9,486
|
|
|
3,782
|
|
|
2,550
|
|
|
1,024
|
|
|
2,606
|
|
|||||
E
|
|
Value of unvested restricted units
|
|
$
|
664,305
|
|
|
$
|
264,853
|
|
|
$
|
178,577
|
|
|
$
|
71,711
|
|
|
$
|
182,498
|
|
|
|
Value divided by salary - E/C
|
|
1.7
|
|
|
1.0
|
|
|
0.9
|
|
|
0.4
|
|
|
0.8
|
|
|||||
F
|
|
Combined value of all owned units - B + E
|
|
$
|
2,755,961
|
|
|
$
|
1,902,294
|
|
|
$
|
400,012
|
|
|
$
|
402,673
|
|
|
$
|
592,314
|
|
|
|
Value divided by salary - F/C
|
|
6.9
|
|
|
7.2
|
|
|
2.0
|
|
|
2.2
|
|
|
2.7
|
|
|||||
|
|
Ownership guideline
|
|
5.0
|
|
|
4.0
|
|
|
2.0
|
|
|
2.0
|
|
|
|
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
|
55,000
|
|
50,007
|
|
—
|
|
—
|
|
—
|
|
6,826
|
|
111,833
|
|
John E. Conlin
|
—
|
|
100,507
|
|
—
|
|
—
|
|
—
|
|
6,563
|
|
107,070
|
|
Sandy D. McDade
|
50,500
|
|
50,007
|
|
—
|
|
—
|
|
—
|
|
15,428
|
|
115,935
|
|
Maria M. Pope
|
—
|
|
85,007
|
|
—
|
|
—
|
|
—
|
|
6,563
|
|
91,570
|
|
(1)
|
Amounts include the market value on the date of grant (January 12, 2018) 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 $50,393 for Mr. Conlin and $34,914 for Ms. Pope, who elected to receive all or a portion of their quarterly retainers in the form of units. For each of Mr. Conlin and Ms. Pope, a total of 750 restricted units granted during fiscal year 2014 vested and became eligible for trading on January 5, 2018. For each of Mr. Conlin and Ms. Pope, 375 units granted during fiscal year 2015 vested and became eligible for trading on January 12, 2018. For each of Mr. Brown, Mr. Conlin, and Ms. Pope, 194 units granted during fiscal year 2016 vested and became eligible for trading on January 12, 2018. For each of Mr. Brown, Mr. Conlin, Mr. McDade, and Ms. Pope, 191 units granted during fiscal year 2017 vested and became eligible for trading on January 12, 2018. For Mr. Brown, 375 units granted during fiscal year 2015 vested and became eligible for trading on March 23, 2018. For Mr. McDade, 184 units granted during fiscal year 2016 vested and became eligible for trading on May 4, 2018.
|
(2)
|
No options were awarded in 2018.
|
(3)
|
Amounts represent distributions received on unvested restricted Partnership units. For Mr. McDade, amounts also include $10,000 for consultation services.
|
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
|
Maria M. Pope
133 SW 2nd Ave., Ste. 301
Portland, OR 97204
|
351,891 (4)
|
8.0
|
Pictet Asset Management SA
60 Route des Acacias
1211 Geneva 73
Switzerland
|
320,271 (2)
|
7.3
|
(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)
|
This information is based upon information disclosed publicly by the filing person and without separate confirmation.
|
(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 the 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)
|
Includes (a) 239,317 units held by a limited liability company controlled by Ms. Pope; (b) 1,832 unvested restricted units; (c) 49,307 units held in trust for Ms. Pope’s children for which she disclaims beneficial ownership; and (d) 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 PMG Trust UTA dated June 28, 2016. 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 9,486 unvested restricted units.
|
(3)
|
Includes 2,207 unvested restricted units.
|
(4)
|
Includes 1,832 unvested restricted units.
|
(5)
|
Includes 2,006 unvested restricted units
|
(6)
|
Includes 239,317 units held by a limited liability company controlled by Ms. Pope and 1,832 unvested restricted units. Also includes 49,307 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 3,782 unvested restricted units.
|
(8)
|
Includes 1,024 unvested restricted units.
|
(9)
|
Includes 2,550 unvested restricted units.
|
(10)
|
Includes 2,606 unvested restricted units.
|
(11)
|
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 27,325 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
|
858,267
|
|
|
|
|
|
|
Equity compensation
plans not approved
by security holders
|
-
|
-
|
-
|
|
Total
|
-
|
N/A
|
858,267
|
|
Description of services
|
|
2018
|
|
|
%
|
|
|
2017
|
|
|
%
|
|
||
Audit (1)
|
|
$
|
612,006
|
|
|
99
|
%
|
|
$
|
575,823
|
|
|
99
|
%
|
Audit related (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Tax (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
All other fees (3)
|
|
3,280
|
|
|
1
|
%
|
|
5,280
|
|
|
1
|
%
|
||
Total
|
|
$
|
615,286
|
|
|
100
|
%
|
|
$
|
581,103
|
|
|
100
|
%
|
(1)
|
Fees represent the arranged fees for the years presented, including the quarterly reviews, annual audit of internal control over financial reporting as mandated under Sarbanes-Oxley section 404, and audits over the ORM Timber Operating Company II, LLC, ORM Timber Fund III (REIT) Inc., and ORM Timber Fund IV (REIT), Inc. subsidiaries, and out-of-pocket expenses reimbursed during the years presented.
|
(2)
|
There were no fees paid for audit related or tax services.
|
(3)
|
Subscription to KPMG LLP’s Accounting Research Online tool and required financial security for Port Gamble environmental long-term monitoring activities for 2018 and 2017, and also includes procedures performed related to the allocation of distributions for ORM Timber Fund II for 2017.
|
Financial Statements
|
|
Page
|
|
||
|
||
|
||
|
||
|
||
|
No.
|
|
Document
|
|
|
|
3.1
|
|
Certificate of Limited Partnership. (1)
|
|
|
|
3.2
|
|
|
|
|
|
3.3
|
|
Certificate of Incorporation of Pope MGP, Inc. (1)
|
|
|
|
3.4
|
|
Amendment to Certificate of Incorporation of Pope MGP, Inc. (2)
|
|
|
|
3.5
|
|
Bylaws of Pope MGP, Inc. (1)
|
|
|
|
3.6
|
|
Certificate of Incorporation of Pope EGP, Inc. (1)
|
|
|
|
3.7
|
|
Amendment to Certificate of Incorporation of Pope EGP, Inc. (2)
|
|
|
|
3.8
|
|
Bylaws of Pope EGP, Inc. (1)
|
|
|
|
3.9
|
|
|
|
|
|
4.1
|
|
Specimen Depositary Receipt of Registrant. (1)
|
|
|
|
4.2
|
|
Second Amended and Restated Limited Partnership Agreement of Pope Resources, A Delaware Limited Partnership dated February 20, 2019 (see Exhibit 3.2).
|
|
|
|
4.3
|
|
|
|
|
|
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)
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
10.3
|
|
|
|
|
|
10.4
|
|
|
|
|
|
10.5
|
|
|
|
|
|
10.6
|
|
|
|
|
|
10.7
|
|
|
|
|
|
10.8
|
|
|
|
|
|
10.9
|
|
|
|
|
|
10.10
|
|
|
|
|
|
10.11
|
|
|
|
|
|
10.12
|
|
|
|
|
10.13
|
|
|
|
|
|
10.14
|
|
|
|
|
|
10.15
|
|
|
|
|
|
10.16
|
|
|
|
|
|
10.17
|
|
|
|
|
|
10.18
|
|
|
|
|
|
10.19
|
|
|
|
|
|
10.20
|
|
|
|
|
|
10.21
|
|
|
|
|
|
10.22
|
|
|
|
|
|
10.23
|
|
|
|
|
|
10.24
|
|
|
|
|
|
10.25
|
|
|
|
|
|
10.26
|
|
|
|
|
|
10.27
|
|
|
|
|
|
10.28
|
|
|
|
|
|
10.29
|
|
|
|
|
|
10.30
|
|
|
|
|
|
10.31
|
|
|
|
|
|
10.32
|
|
|
|
|
|
10.33
|
|
|
|
|
10.34
|
|
|
|
|
|
10.35
|
|
|
|
|
|
10.36
|
|
|
|
|
|
10.37
|
|
|
|
|
|
10.38
|
|
|
|
|
|
21.1
|
|
|
|
|
|
23.1
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
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, 1988.
|
(3)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2005.
|
(4)
|
Filed with Form S-8 on September 9, 2005.
|
(5)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2010.
|
(6)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2013.
|
(7)
|
Incorporated by reference to the Partnership’s annual report on form 10-K for the fiscal year ended December 31, 2014.
|
(8)
|
Incorporated by reference to the Partnership’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2015.
|
(9)
|
Incorporated by reference to the Partnership’s quarterly report on Form 10-Q for the fiscal quarter ended September 30, 2016.
|
(10)
|
Incorporated by reference to the Partnership’s annual report on Form 10-K for the fiscal year ended December 31, 2016.
|
(11)
|
Incorporated by reference to the Partnership’s quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2017.
|
(12)
|
Filed with this annual report on Form 10-K for the fiscal year ended December 31, 2018.
|
|
POPE RESOURCES, A Delaware
|
|
||
|
Limited Partnership
|
|
||
|
|
|
|
|
|
By POPE MGP, INC.
|
|
||
|
Managing General Partner
|
|
||
|
|
|
|
|
Date: March 5, 2019
|
|
|
By /s/ Thomas M. Ringo
|
|
|
|
|
President and Chief Executive Officer
|
|
Date: March 5, 2019
|
|
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 5, 2019
|
|
By /s/ Daemon P. Repp
|
|
|
Daemon P. Repp
|
|
|
Vice President and Chief Financial Officer (principal financial officer), Partnership and Pope MGP, Inc.
|
|
|
|
Date: March 5, 2019
|
|
By /s/ Sean M. Tallarico
|
|
|
Sean M. Tallarico
|
|
|
Controller (principal accounting officer),
Partnership
|
|
|
|
Date: March 5, 2019
|
|
By /s/ William R. Brown
|
|
|
William R. Brown
|
|
|
Director, Pope MGP, Inc.
|
|
|
|
Date: March 5, 2019
|
|
By /s/ John E. Conlin
|
|
|
John E. Conlin
|
|
|
Director, Pope MGP, Inc.
|
|
|
|
Date: March 5, 2019
|
|
By /s/ Sandy D. McDade
|
|
|
Sandy D. McDade
|
|
|
Director, Pope MGP, Inc.
|
|
|
|
Date: March 5, 2019
|
|
By /s/ Maria M. Pope
|
|
|
Maria M. Pope
|
|
|
Director, Pope MGP, Inc.
|
|
|
Page
|
|
ARTICLE 1
|
|
DEFINITIONS
|
|
ARTICLE 2
|
|
THE LIMITED PARTNERSHIP
|
|
2.1
|
|
Formation of the Partnership
|
|
2.2
|
|
Partnership Name
|
|
2.3
|
|
Purpose of the Partnership
|
|
2.4
|
|
Principal Place of Business
|
|
2.5
|
|
Term of the Partnership
|
|
2.6
|
|
Execution of Documents
|
|
ARTICLE 3
|
|
THE GENERAL PARTNERS
|
|
3.1
|
|
General
|
|
3.2
|
|
Management Power
|
|
3.3
|
|
Powers of the Managing General Partner
|
|
3.4
|
|
Liability of General Partners
|
|
3.5
|
|
Similar Activities of General Partners
|
|
3.6
|
|
Indemnification
|
|
3.7
|
|
Other Matters Concerning General Partners
|
|
3.8
|
|
Agreements with a General Partner or a Related Person
|
|
3.9
|
|
Conveyances
|
|
3.10
|
|
Borrowings
|
|
3.11
|
|
Shareholders Agreement
|
|
3.12
|
|
Tax Controversies
|
|
ARTICLE 4
|
|
COMPENSATOIN OF THE GENERAL PARTNERS
|
|
4.1
|
|
Reimbursement and Compensation of General Partners
|
|
4.2
|
|
Change in Compensation
|
|
ARTICLE 5
|
|
THE LIMITED PARTNERS AND ASSIGNEES
|
|
5.1
|
|
Limited Liability
|
|
5.2
|
|
Restrictions on Limited Partners
|
|
5.3
|
|
Outside Activities
|
|
5.4
|
|
No Withdrawal or Dissolution
|
|
5.5
|
|
Pope as Partnership Name
|
|
5.6
|
|
Assignees
|
|
ARTICLE 6
|
|
MEETINGS AND VOTING: AMENDMENTS
|
|
6.1
|
|
Meetings
|
|
6.2
|
|
Notice of a Meeting, Reports
|
|
6.3
|
|
Record Date
|
|
6.4
|
|
Adjournment
|
|
6.5
|
|
Waiver of Notice
|
|
6.6
|
|
Quorum
|
|
6.7
|
|
Conduct of Meeting
|
6.8
|
|
Voting Rights
|
|
6.9
|
|
Voting Rights Conditional
|
|
6.10
|
|
Amendments by the Managing General Partner; Procedure on Amendment
|
|
6.11
|
|
Prohibited Amendments
|
|
ARTICLE 7
|
|
CAPITAL CONTRIBUTIONS
|
|
7.1
|
|
Transfer of Original Property to the Partnership
|
|
7.2
|
|
General Partners
|
|
7.3
|
|
Amount of Capital Contributions
|
|
7.4
|
|
Units Not Assessable
|
|
7.5
|
|
No Interest on Capital Contribution
|
|
7.6
|
|
Creditor’s Interest in the Partnership
|
|
7.7
|
|
Nature of Interests
|
|
ARTICLE 8
|
|
ISSUANCE OF ADDITIONAL SECURITIES: PLANS
|
|
8.1
|
|
Sale of Additional Securities
|
|
8.2
|
|
Changes in Outstanding Units
|
|
8.3
|
|
Plans
|
|
ARTICLE 9
|
|
ALLOCATION OF NET INCOME, NET LOSS AND TAX CREDITS
|
|
9.1
|
|
General Allocation
|
|
9.2
|
|
Allocation on Transfer
|
|
ARTICLE 10
|
|
CASH DISTRIBUTIONS
|
|
10.1
|
|
Time and Amount of Cash Distributions
|
|
10.2
|
|
Distribution of Partnership Property
|
|
ARTICLE 11
|
|
ACCOUNTING AND REPORTS
|
|
11.1
|
|
Fiscal Year and Method of Accounting
|
|
11.2
|
|
Reports
|
|
11.3
|
|
Tax Elections
|
|
11.4
|
|
Books and Records
|
|
11.5
|
|
Bank Accounts; Investment of Funds
|
|
ARTICLE 12
|
|
ISSUANCE, DEPOSIT AND WITHDRAWAL OF UNITS
|
|
12.1
|
|
Issuance of Original Certificate
|
|
12.2
|
|
Deposit of Original Certificate
|
|
12.3
|
|
Issuance and Deposit of Additional Certificates
|
|
12.4
|
|
Units Owned by a General Partner
|
|
12.5
|
|
Maintenance of Transfer Records
|
|
12.6
|
|
Withdrawal of Certificates by Limited Partners
|
|
12.7
|
|
Limited Partner of Record
|
|
ARTICLE 13
|
|
ISSUANCE OF DEPOSITARY RECEIPTS
|
|
13.1
|
|
Original Issuance
|
|
13.2
|
|
Issuance upon the Deposit of Additional Units
|
|
13.3
|
|
Legends
|
|
ARTICLE 14
|
|
TRANSFERS OF INTERESTS
|
|
14.1
|
|
Transfer
|
|
14.2
|
|
Non-transferability of Limited Partners’ Units
|
14.3
|
|
Transfer of Depositary Units
|
|
14.4
|
|
New Certificates and Depositary Receipts
|
|
ARTICLE 15
|
|
ADMISSION OF SUBSTITUTED AND ADDITIONAL LIMITED PARTNERS
|
|
15.1
|
|
Admission of Substituted Limited Partners
|
|
15.2
|
|
Admission of Additional Limited Partners
|
|
15.3
|
|
Effecting Admission of Limited Partners
|
|
ARTICLE 16
|
|
REMOVAL, RESIGNATION OR WITHDRAWAL OF GENERAL PARTNER: SUCCESSOR GENERAL PARTNERS
|
|
16.1
|
|
Removal of General Partner
|
|
16.2
|
|
General Partner Ceasing to be a General Partner; Withdrawal
|
|
16.3
|
|
Liability on Removal or Withdrawal
|
|
16.4
|
|
Successor and Predecessor General Partners
|
|
16.5
|
|
Continuation of Partnership
|
|
ARTICLE 17
|
|
DISSOLUTION WINDING UP AND LIQUIDATION
|
|
17.1
|
|
Dissolution
|
|
17.2
|
|
Authority to Wind Up
|
|
17.3
|
|
Accounting
|
|
17.4
|
|
Winding Up and Liquidation
|
|
17.5
|
|
No Recourse against General Partner
|
|
17.6
|
|
Claim of Limited Partners and Assignees
|
|
17.7
|
|
Restoration of Negative Capital Account Balance
|
|
ARTICLE 18
|
|
POWERS OF ATTORNEY
|
|
ARITCLE 19
|
|
MISCELLANEOUS PROVISIONS
|
|
19.1
|
|
Notices
|
|
19.2
|
|
Choice of Law
|
|
19.3
|
|
Article and Section Headings
|
|
19.4
|
|
Sole Agreement
|
|
19.5
|
|
Execution in Counterparts
|
|
19.6
|
|
Remedies Cumulative
|
|
19.7
|
|
Waiver
|
|
19.8
|
|
Waiver of Action for Partition
|
|
19.9
|
|
Assignability
|
|
19.10
|
|
Gender and Number
|
|
19.11
|
|
Severability
|
Pricing
Level
|
Adjusted Consolidated Interest Coverage Ratio
|
Applicable Margin
|
Unused Commitment Fee
|
|
for Base Rate
|
for LIBOR Point to Point Fixed Rate Options
|
|||
I
|
≥ 3.00 : 1.00
|
1.60%
|
1.60%
|
0.20%
|
II
|
< 3.00 : 1.00 and ≥ 2.00 : 1.00
|
1.70%
|
1.70%
|
0.25%
|
III
|
< 2.00 : 1.00 and ≥ 1.25 : 1.00
|
1.90%
|
1.90%
|
0.30%
|
IV
|
≤ 1.25 : 1.00
|
2.20%
|
2.20%
|
0.35%
|
To:
Loan Accounting and Operations
Northwest Farm Credit Services, PCA
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
|
New Advance
Base Rate Loan Segment
Loan Segment Currently Priced Under LIBOR Point to Point Fixed Rate Option
Principal Amount
To New LIBOR Point to Point Option
To be Effective (Date)
|
Base Rate Loan Segment
LIBOR Point to Point Loan Segment Priced
Under Option
Principal Amount
To be Effective (Date)
|
1.
|
The Recitals stated above are hereby incorporated herein by reference and made a part of this Amendment.
|
5.
|
The definition of “Indebtedness” is amended to add “or financing leases” after the words “Capital Leases” in clause (g).
|
9.
|
Section 2.01 of the Agreement is restated to read as follows:
|
10.
|
The following new section is added as Section 2.07:
|
11.
|
Clause b. of Section 7.02 is amended by adding the word “and” at the end of clause a., deleting clause b. and re-lettering clause c. as clause b.
|
14.
|
Borrower hereby reaffirms that certain Environmental Indemnity dated June 10, 2010 (the “Environmental Indemnity”), by Borrower in favor of Lender, and acknowledges that the Environmental Indemnity (a) is valid, subsisting and enforceable and (b) covers all real estate of Borrower pledged to Lender as collateral for the Loan, whether existing on or prior to the date hereof and hereafter pledged and including, without limitation, the real estate located in Jefferson County, Washington and King County, Washington added to the Collateral Pool concurrently herewith. Borrower further acknowledges that its liability under the Environmental Indemnity is not and will not in any way be discharged, diminished, impaired or otherwise affected by the execution and delivery of this Amendment.
|
1.
|
The Recitals stated above are hereby incorporated herein by reference and made a part of this Amendment.
|
5.
|
The definition of “Indebtedness” is amended to add “or financing leases” after the words “Capital Leases” in clause (g).
|
7.
|
Section 2.01 of the Agreement is restated to read as follows:
|
2.01.
|
Loans
.
Subject to the terms and conditions set forth herein, Lender agrees to make Loan No. 6037359, in the amount of $30,000,000, to Borrower, to be used by Borrower (a)
for agricultural and/or business purposes (including distributions to Borrower’s unitholders in the ordinary course of business and re-purchases of partnership units as may be approved by Borrower’s board of directors), and (b) to pay Loan fees and all Lender’s reasonable transaction costs.
Borrower agrees to pay all Borrower’s Obligations under the other Loan Documents according to their terms.
|
8.
|
Clause b. of Section 7.02 is amended by adding the word “and” at the end of clause a., deleting clause b. and re-lettering clause c. as clause b.
|
9.
|
Section 7.03.f is amended by adding “or financing” after the word “capital” in clause (iii), deleting the word “and” before clause (x), substituting “; and” in lieu of the period at the end of clause (x), and adding the following new clause: “(xi) Permitted Swap Contracts.”
|
10.
|
Section 9 of the Agreement is deleted in its entirety and replaced with the following:
|
11.
|
Borrower hereby reaffirms that certain Environmental Indemnity dated June 10, 2010 (the “Environmental Indemnity”), by Borrower in favor of Lender, and acknowledges that the Environmental Indemnity (a) is valid, subsisting and enforceable and (b) covers all real estate of Borrower pledged to Lender as collateral for the Loan, whether existing on or prior to the date hereof and hereafter pledged and including, without limitation, the real estate located in Jefferson County, Washington and King County, Washington added to the Collateral Pool concurrently herewith. Borrower further acknowledges that its liability under the Environmental Indemnity is not and will not in any way be discharged, diminished, impaired or otherwise affected by the execution and delivery of this Amendment.
|
Pricing Level
|
Adjusted Consolidated Interest Coverage Ratio
|
Applicable Margin
|
||
for Base Rate
|
for 1-, 2-, 3-, 4- or 5-Year Fixed Rate Options
|
for 6-, 7-, 8-, 9-, 10-, 12-, 15- or 18-Year Fixed Rate Options
|
||
I
|
≥ 3.00 : 1.00
|
1.60%
|
1.60%
|
1.65%
|
II
|
< 3.00 : 1.00 and ≥ 2.00 : 1.00
|
1.70%
|
1.70%
|
1.75%
|
III
|
< 2.00 : 1.00 and ≥ 1.25 : 1.00
|
1.90%
|
1.90%
|
1.95%
|
IV
|
≤ 1.25 : 1.00
|
2.20%
|
2.20%
|
2.25%
|
Tranche
|
Loan Segment No.
|
Face Amount
|
Rate
|
Maturity Date
|
6012758-101
|
$9,800,000
|
6.40%
|
09/01/2019
|
|
2
|
6012757-103
|
$10,000,000
|
6.05%
|
07/01/2025
|
3
|
6229356-103
|
$11,000,000
|
3.89%
|
07/01/2026
|
4
|
6229356-102
|
$11,000,000
|
4.13%
|
07/01/2028
|
5
|
|
$6,000,000
|
Base Rate plus Applicable Margin
|
10/01/2024
|
6
|
|
$8,000,000
|
Base Rate plus Applicable Margin
|
10/01/2034
|
7
|
|
$8,000,000
|
Base Rate plus Applicable Margin
|
10/01/2035
|
8
|
|
$8,000,000
|
Base Rate plus Applicable Margin
|
10/01/2036
|
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
|
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
|
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
|
ORM Timber Fund IV (REIT) Inc.
|
Delaware
|
OPG Ferncliff Investors LLC
|
Washington
|
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 5, 2019
|
/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 5, 2019
|
/s/ Daemon P. Repp
|
|
|
Daemon P. Repp
|
|
||
|
Vice President and 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 5, 2019
|
(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/ Daemon P. Repp
|
|
|
|
Daemon P. Repp
|
|
Vice President and Chief Financial Officer
|
|
|
|
|
|
March 5, 2019
|