(
X
)
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
( )
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
91-1313292
|
(State or other jurisdiction of incorporation or organization)
|
(IRS Employer Identification Number)
|
|
Large Accelerated Filer
o
|
Accelerated Filer
x
|
Emerging growth company
o
|
|
Non-accelerated Filer
o
|
Smaller Reporting Company
o
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Depositary Receipts (Units)
|
POPE
|
NASDAQ Capital Market
|
Description
|
Page Number
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Partnership cash
|
$
|
1,690
|
|
|
$
|
1,784
|
|
ORM Timber Funds cash
|
3,517
|
|
|
3,330
|
|
||
Cash
|
5,207
|
|
|
5,114
|
|
||
Restricted cash
|
773
|
|
|
943
|
|
||
Total cash and restricted cash
|
5,980
|
|
|
6,057
|
|
||
Accounts receivable, net
|
4,884
|
|
|
4,670
|
|
||
Contract assets
|
2,650
|
|
|
2,872
|
|
||
Land held for sale
|
7,857
|
|
|
5,697
|
|
||
Prepaid expenses and other current assets
|
741
|
|
|
1,070
|
|
||
Total current assets
|
22,112
|
|
|
20,366
|
|
||
Properties and equipment, at cost
|
|
|
|
|
|
||
Timber and roads
|
381,322
|
|
|
377,970
|
|
||
Timberland
|
77,050
|
|
|
74,267
|
|
||
Land held for development
|
20,655
|
|
|
20,891
|
|
||
Buildings and equipment, net of accumulated depreciation (2019 - $7,917; 2018 - $8,223)
|
5,601
|
|
|
5,500
|
|
||
Total property and equipment, at cost
|
484,628
|
|
|
478,628
|
|
||
Other assets
|
7,635
|
|
|
9,255
|
|
||
Total assets
|
$
|
514,375
|
|
|
$
|
508,249
|
|
|
|
|
|
||||
LIABILITIES, PARTNERS’ CAPITAL AND NONCONTROLLING INTERESTS
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
2,957
|
|
|
$
|
2,379
|
|
Accrued liabilities
|
4,258
|
|
|
5,191
|
|
||
Current portion of long-term debt - Partnership
|
130
|
|
|
128
|
|
||
Deferred revenue
|
378
|
|
|
336
|
|
||
Current portion of environmental remediation liability
|
847
|
|
|
1,082
|
|
||
Other current liabilities
|
1,326
|
|
|
865
|
|
||
Total current liabilities
|
9,896
|
|
|
9,981
|
|
||
Long-term debt, net of unamortized debt issuance costs and current portion - Partnership
|
98,740
|
|
|
93,928
|
|
||
Long-term debt, net of unamortized debt issuance costs - Funds
|
57,324
|
|
|
57,313
|
|
||
Environmental remediation and other long-term liabilities
|
8,064
|
|
|
8,427
|
|
||
Partners’ capital and noncontrolling interests
|
|
|
|
|
|
||
General partners' capital (units issued and outstanding 2019 - 60; 2018 - 60)
|
910
|
|
|
944
|
|
||
Limited partners' capital (units issued and outstanding 2019 - 4,260; 2018 - 4,253)
|
53,436
|
|
|
56,533
|
|
||
Noncontrolling interests
|
286,005
|
|
|
281,123
|
|
||
Total partners’ capital and noncontrolling interests
|
340,351
|
|
|
338,600
|
|
||
Total liabilities, partners’ capital and noncontrolling interests
|
$
|
514,375
|
|
|
$
|
508,249
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue
|
$
|
27,975
|
|
|
$
|
27,912
|
|
|
$
|
53,017
|
|
|
$
|
52,899
|
|
Cost of sales
|
(20,835
|
)
|
|
(14,575
|
)
|
|
(37,443
|
)
|
|
(26,875
|
)
|
||||
Operating expenses
|
(5,175
|
)
|
|
(5,225
|
)
|
|
(9,469
|
)
|
|
(9,334
|
)
|
||||
Environmental remediation expense
|
—
|
|
|
(2,900
|
)
|
|
—
|
|
|
(2,900
|
)
|
||||
General and administrative expenses
|
(1,776
|
)
|
|
(1,403
|
)
|
|
(3,540
|
)
|
|
(3,024
|
)
|
||||
Income from operations
|
189
|
|
|
3,809
|
|
|
2,565
|
|
|
10,766
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Interest expense, net
|
(1,450
|
)
|
|
(1,248
|
)
|
|
(2,965
|
)
|
|
(2,392
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) before income taxes
|
(1,261
|
)
|
|
2,561
|
|
|
(400
|
)
|
|
8,374
|
|
||||
Income tax benefit (expense)
|
59
|
|
|
(29
|
)
|
|
(35
|
)
|
|
(127
|
)
|
||||
Net and comprehensive income (loss)
|
(1,202
|
)
|
|
2,532
|
|
|
(435
|
)
|
|
8,247
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net and comprehensive (income) loss attributable to noncontrolling interests - ORM Timber Funds
|
3,382
|
|
|
(2,391
|
)
|
|
5,910
|
|
|
(2,388
|
)
|
||||
Net and comprehensive loss attributable to noncontrolling interests - Real Estate
|
25
|
|
|
58
|
|
|
41
|
|
|
58
|
|
||||
Net and comprehensive income attributable to unitholders
|
$
|
2,205
|
|
|
$
|
199
|
|
|
$
|
5,516
|
|
|
$
|
5,917
|
|
|
|
|
|
|
|
|
|
||||||||
Allocable to general partners
|
$
|
31
|
|
|
$
|
3
|
|
|
$
|
77
|
|
|
$
|
82
|
|
Allocable to limited partners
|
2,174
|
|
|
196
|
|
|
5,439
|
|
|
5,835
|
|
||||
Net and comprehensive income attributable to unitholders
|
$
|
2,205
|
|
|
$
|
199
|
|
|
$
|
5,516
|
|
|
$
|
5,917
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted earnings per unit attributable to unitholders
|
$
|
0.50
|
|
|
$
|
0.04
|
|
|
$
|
1.25
|
|
|
$
|
1.35
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted weighted average units outstanding
|
4,323
|
|
|
4,320
|
|
|
4,324
|
|
|
4,320
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Distributions per unit
|
$
|
1.00
|
|
|
$
|
0.70
|
|
|
$
|
2.00
|
|
|
$
|
1.40
|
|
|
|
|
Attributable to Pope Resources
|
|
|
|
|
|||||||||||
|
Units
|
|
General Partners
|
|
Limited Partners
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||
December 31, 2018
|
4,313
|
|
|
$
|
944
|
|
|
$
|
56,533
|
|
|
$
|
281,123
|
|
|
$
|
338,600
|
|
Net income (loss)
|
—
|
|
|
46
|
|
|
3,265
|
|
|
(2,544
|
)
|
|
767
|
|
||||
Cash distributions
|
—
|
|
|
(61
|
)
|
|
(4,305
|
)
|
|
(3,076
|
)
|
|
(7,442
|
)
|
||||
Capital call
|
—
|
|
|
—
|
|
|
—
|
|
|
17,259
|
|
|
17,259
|
|
||||
Preferred stock issuance
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
125
|
|
||||
Equity-based compensation
|
17
|
|
|
8
|
|
|
585
|
|
|
—
|
|
|
593
|
|
||||
Units issued under distribution reinvestment plan
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||
Unit repurchases
|
(3
|
)
|
|
—
|
|
|
(166
|
)
|
|
—
|
|
|
(166
|
)
|
||||
Payroll taxes paid on unit net settlements
|
(1
|
)
|
|
(1
|
)
|
|
(78
|
)
|
|
—
|
|
|
(79
|
)
|
||||
March 31, 2019
|
4,326
|
|
|
$
|
936
|
|
|
$
|
55,858
|
|
|
$
|
292,887
|
|
|
$
|
349,681
|
|
Net income (loss)
|
—
|
|
|
31
|
|
|
2,174
|
|
|
(3,407
|
)
|
|
(1,202
|
)
|
||||
Cash distributions
|
—
|
|
|
(60
|
)
|
|
(4,299
|
)
|
|
(3,475
|
)
|
|
(7,834
|
)
|
||||
Equity-based compensation
|
1
|
|
|
3
|
|
|
194
|
|
|
—
|
|
|
197
|
|
||||
Units issued under distribution reinvestment plan
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
9
|
|
||||
Unit repurchases
|
(7
|
)
|
|
—
|
|
|
(500
|
)
|
|
—
|
|
|
(500
|
)
|
||||
June 30, 2019
|
4,320
|
|
|
$
|
910
|
|
|
$
|
53,436
|
|
|
$
|
286,005
|
|
|
$
|
340,351
|
|
|
|
|
Attributable to Pope Resources
|
|
|
|
|
|||||||||||
|
Units
|
|
General Partners
|
|
Limited Partners
|
|
Noncontrolling Interests
|
|
Total
|
|||||||||
December 31, 2017
|
4,311
|
|
|
$
|
1,028
|
|
|
$
|
63,519
|
|
|
$
|
176,079
|
|
|
$
|
240,626
|
|
Net income (loss)
|
—
|
|
|
79
|
|
|
5,639
|
|
|
(3
|
)
|
|
5,715
|
|
||||
Cash distributions
|
—
|
|
|
(42
|
)
|
|
(3,010
|
)
|
|
(3,481
|
)
|
|
(6,533
|
)
|
||||
Capital call
|
—
|
|
|
—
|
|
|
—
|
|
|
92,280
|
|
|
92,280
|
|
||||
Equity-based compensation
|
15
|
|
|
7
|
|
|
516
|
|
|
—
|
|
|
523
|
|
||||
Units issued under distribution reinvestment plan
|
1
|
|
|
—
|
|
|
59
|
|
|
—
|
|
|
59
|
|
||||
Unit repurchases
|
(4
|
)
|
|
—
|
|
|
(292
|
)
|
|
—
|
|
|
(292
|
)
|
||||
Payroll taxes paid on unit net settlements
|
(1
|
)
|
|
(1
|
)
|
|
(101
|
)
|
|
—
|
|
|
(102
|
)
|
||||
March 31, 2018
|
4,322
|
|
|
$
|
1,071
|
|
|
$
|
66,330
|
|
|
$
|
264,875
|
|
|
$
|
332,276
|
|
Net income
|
—
|
|
|
3
|
|
|
196
|
|
|
2,333
|
|
|
2,532
|
|
||||
Cash distributions
|
—
|
|
|
(43
|
)
|
|
(3,008
|
)
|
|
(2,842
|
)
|
|
(5,893
|
)
|
||||
Equity-based compensation
|
—
|
|
|
3
|
|
|
196
|
|
|
—
|
|
|
199
|
|
||||
Units issued under distribution reinvestment plan
|
1
|
|
|
—
|
|
|
61
|
|
|
—
|
|
|
61
|
|
||||
Unit repurchases
|
(5
|
)
|
|
—
|
|
|
(361
|
)
|
|
—
|
|
|
(361
|
)
|
||||
June 30, 2018
|
4,318
|
|
|
$
|
1,034
|
|
|
$
|
63,414
|
|
|
$
|
264,366
|
|
|
$
|
328,814
|
|
|
2019
|
|
2018
|
||||
Net income (loss)
|
$
|
(435
|
)
|
|
$
|
8,247
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities
|
|
|
|
|
|
||
Depletion
|
15,578
|
|
|
14,141
|
|
||
Equity-based compensation
|
790
|
|
|
722
|
|
||
Depreciation and amortization
|
398
|
|
|
285
|
|
||
Cost of land sold
|
376
|
|
|
75
|
|
||
Other
|
(28
|
)
|
|
36
|
|
||
Cash flows from changes in operating accounts
|
|
|
|
|
|
||
Accounts receivable, net
|
(214
|
)
|
|
2,547
|
|
||
Prepaid expenses, contract assets, and other assets
|
1,158
|
|
|
(6,966
|
)
|
||
Real estate project expenditures
|
(2,298
|
)
|
|
(1,232
|
)
|
||
Accounts payable and accrued liabilities
|
(205
|
)
|
|
(2,447
|
)
|
||
Environmental remediation accruals
|
—
|
|
|
2,900
|
|
||
Environmental remediation payments
|
(361
|
)
|
|
(885
|
)
|
||
Other current and long-term liabilities
|
266
|
|
|
906
|
|
||
Net cash provided by operating activities
|
15,025
|
|
|
18,329
|
|
||
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
||
Reforestation and roads
|
(1,728
|
)
|
|
(1,861
|
)
|
||
Capital expenditures
|
(419
|
)
|
|
(462
|
)
|
||
Proceeds from sale of property and equipment
|
142
|
|
|
4
|
|
||
Proceeds from insurance recovery
|
365
|
|
|
—
|
|
||
Investment in unconsolidated real estate joint venture
|
—
|
|
|
(250
|
)
|
||
Acquisitions of timberland - Partnership
|
(225
|
)
|
|
(6,355
|
)
|
||
Acquisitions of timberland - Funds
|
(19,344
|
)
|
|
(108,364
|
)
|
||
Net cash used in investing activities
|
(21,209
|
)
|
|
(117,288
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
||
Line of credit borrowings
|
8,886
|
|
|
24,300
|
|
||
Line of credit repayments
|
(6,986
|
)
|
|
(4,500
|
)
|
||
Proceeds from issuance of long-term debt
|
3,000
|
|
|
—
|
|
||
Repayment of long-term debt
|
(64
|
)
|
|
(61
|
)
|
||
Payment of debt issuance costs and prepayment penalty
|
(125
|
)
|
|
—
|
|
||
Proceeds from unit issuances - distribution reinvestment plan
|
33
|
|
|
120
|
|
||
Unit repurchases
|
(666
|
)
|
|
(653
|
)
|
||
Proceeds from preferred stock issuance - ORM Timber Funds
|
125
|
|
|
—
|
|
||
Payroll taxes paid on unit net settlements
|
(79
|
)
|
|
(102
|
)
|
||
Cash distributions to unitholders
|
(8,725
|
)
|
|
(6,103
|
)
|
||
Cash distributions - ORM Timber Funds, net of distributions to Partnership
|
(6,551
|
)
|
|
(6,323
|
)
|
||
Capital call - ORM Timber Funds, net of Partnership contribution
|
17,259
|
|
|
92,280
|
|
||
Net cash provided by financing activities
|
6,107
|
|
|
98,958
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash and restricted cash
|
(77
|
)
|
|
(1
|
)
|
||
Cash and restricted cash at beginning of period
|
6,057
|
|
|
5,284
|
|
||
Cash and restricted cash at end of period
|
$
|
5,980
|
|
|
$
|
5,283
|
|
1.
|
The condensed consolidated balance sheets as of
June 30, 2019
, and
December 31, 2018
, and the related condensed consolidated statements of comprehensive income, partners’ capital, and cash flows for the
six-month periods
ended
June 30, 2019
, and
2018
, have been prepared by Pope Resources, A Delaware Limited Partnership (the “Partnership”), pursuant to the rules and regulations of the Securities and Exchange Commission. The condensed consolidated financial statements are unaudited but, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments and accruals) necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods. The financial information as of
December 31, 2018
, is derived from the Partnership’s audited consolidated financial statements and notes thereto for the year ended
December 31, 2018
, and should be read in conjunction with such financial statements and notes. The results of operations for the interim periods are not indicative of the results of operations that may be achieved for the entire fiscal year ending
December 31, 2019
.
|
2.
|
The financial statements in the Partnership’s
2018
annual report on Form 10-K include a summary of significant accounting policies of the Partnership and should be read in conjunction with this Quarterly Report on Form 10-Q.
|
3.
|
Revenue is measured based on the consideration specified in a contract with a customer. The Partnership recognizes revenue when it satisfies a performance obligation by transferring control over a product or service to a customer. Included in “Accounts receivable, net” are
$3.9 million
and
$3.0 million
of receivables from contracts with customers as of
June 30, 2019
, and
December 31, 2018
, respectively.
|
Contract assets, December 31, 2018
|
$
|
3,829
|
|
Revenue recognized from changes in estimates of variable consideration
|
194
|
|
|
Transferred to receivables from contract assets
|
(1,373
|
)
|
|
Contract assets, June 30, 2019
|
$
|
2,650
|
|
(in thousands)
|
Quarter ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Partnership Timber
|
|
|
|
|
|
|
|
||||||||
Log sale revenue
|
$
|
13,685
|
|
|
$
|
5,039
|
|
|
$
|
28,407
|
|
|
$
|
19,674
|
|
Other revenue
|
515
|
|
|
531
|
|
|
964
|
|
|
1,034
|
|
||||
Total revenue
|
$
|
14,200
|
|
|
$
|
5,570
|
|
|
$
|
29,371
|
|
|
$
|
20,708
|
|
|
|
|
|
|
|
|
|
||||||||
Funds Timber
|
|
|
|
|
|
|
|
||||||||
Log sale revenue
|
$
|
11,417
|
|
|
$
|
8,494
|
|
|
$
|
20,277
|
|
|
$
|
18,003
|
|
Timber deed sale revenue
|
194
|
|
|
8,865
|
|
|
194
|
|
|
8,865
|
|
||||
Other revenue
|
1,139
|
|
|
558
|
|
|
1,719
|
|
|
590
|
|
||||
Total revenue
|
$
|
12,750
|
|
|
$
|
17,917
|
|
|
$
|
22,190
|
|
|
$
|
27,458
|
|
(in thousands)
|
Quarter ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Development rights (CE)
|
$
|
—
|
|
|
$
|
3,730
|
|
|
$
|
—
|
|
|
$
|
3,730
|
|
Residential land sales
|
645
|
|
|
151
|
|
|
645
|
|
|
151
|
|
||||
Unimproved land
|
—
|
|
|
125
|
|
|
22
|
|
|
125
|
|
||||
Total land sales
|
645
|
|
|
4,006
|
|
|
667
|
|
|
4,006
|
|
||||
Rentals and other
|
380
|
|
|
419
|
|
|
789
|
|
|
727
|
|
||||
Total revenue
|
$
|
1,025
|
|
|
$
|
4,425
|
|
|
$
|
1,456
|
|
|
$
|
4,733
|
|
4.
|
The Partnership is both a lessee and a lessor. A contract is determined to contain a lease if there is an identified asset to which the lessee has the right to substantially all of the economic benefits and has control over how the asset is used throughout the contract period. The Partnership elected the practical expedients to not separate lease and non-lease components for all of its leases.
|
|
June 30, 2019
|
|
Balance Sheet caption
|
||
|
|
|
|
||
Right of use assets
|
$
|
224
|
|
|
Other assets
|
Lease liability - current
|
$
|
137
|
|
|
Other current liabilities
|
Lease liability - long-term
|
$
|
87
|
|
|
Environmental remediation and other long-term liabilities
|
In thousands, except weighted-average information
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Lease cost
|
|
|
|
|
|
|
|
||||||||
Operating lease cost
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
101
|
|
|
$
|
—
|
|
Variable lease cost
|
2
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Total lease cost
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Other lease information
|
|
|
|
|
|
|
|
||||||||
Cash paid for amounts included in the measurement of lease liabilities
|
$
|
56
|
|
|
$
|
—
|
|
|
$
|
105
|
|
|
$
|
—
|
|
Right-of-use asset obtained in exchange for new leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
—
|
|
Weighted-average remaining lease term in years
|
1.8
|
|
|
|
|
|
|
|
|||||||
Weighted average discount rate
|
4.2
|
%
|
|
|
|
|
|
|
2019
|
$
|
143
|
|
2020
|
69
|
|
|
2021
|
18
|
|
|
2022
|
2
|
|
|
2023
|
—
|
|
|
Thereafter
|
—
|
|
|
Unamortized discount
|
(8
|
)
|
|
Total lease liability at June 30, 2019
|
$
|
224
|
|
(in thousands)
|
Quarter ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Lease Income
|
|
|
|
|
|
|
|
||||||||
Operating lease income
|
$
|
406
|
|
|
$
|
—
|
|
|
$
|
809
|
|
|
$
|
—
|
|
Variable lease income
|
12
|
|
|
—
|
|
|
32
|
|
|
—
|
|
||||
Total lease income
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
841
|
|
|
$
|
—
|
|
2019
|
$
|
842
|
|
2020
|
732
|
|
|
2021
|
669
|
|
|
2022
|
613
|
|
|
2023
|
570
|
|
|
Thereafter
|
3,784
|
|
|
Total
|
$
|
7,210
|
|
5.
|
The Partnership has
two
general partners: Pope MGP, Inc. and Pope EGP, Inc. In total, these two entities own
60,000
limited partner units. The allocation of distributions, profits, and losses among the general and limited partners is pro rata across all units outstanding.
|
6.
|
ORM Timber Fund II, Inc. (Fund II), ORM Timber Fund III (REIT) Inc. (Fund III), and ORM Timber Fund IV LLC (Fund IV), collectively “the Funds”, were formed by Olympic Resource Management LLC (ORMLLC), a wholly owned subsidiary of the Partnership, for the purpose of raising capital to purchase timberlands. The objective of these Funds is to generate a return on investments through the acquisition, management, value enhancement, and sale of timberland properties. Each fund is organized to operate for a specific term from the end of its respective investment period;
10
years for each of Fund II and Fund III, and
15
years for Fund IV. Fund II and Fund III are scheduled to terminate in
March 2021
and
December 2025
, respectively. Fund IV will terminate on the fifteenth anniversary of the end of its investment period, which will occur on the earlier of placement of all committed capital or December 31, 2019, subject to certain extension provisions.
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
Assets:
|
|||||||
Cash
|
$
|
3,517
|
|
|
$
|
3,330
|
|
Contract assets
|
2,583
|
|
|
2,780
|
|
||
Other current assets
|
2,283
|
|
|
2,151
|
|
||
Total current assets
|
8,383
|
|
|
8,261
|
|
||
Properties and equipment, net of accumulated depreciation
|
368,815
|
|
|
360,163
|
|
||
Other long-term assets
|
—
|
|
|
1,962
|
|
||
Total assets
|
$
|
377,198
|
|
|
$
|
370,386
|
|
Liabilities and equity:
|
|
|
|
|
|
||
Current liabilities
|
$
|
3,916
|
|
|
$
|
3,237
|
|
Long-term debt, net of unamortized debt issuance costs
|
57,324
|
|
|
57,313
|
|
||
Other long-term liabilities
|
—
|
|
|
300
|
|
||
Funds’ equity
|
315,958
|
|
|
309,536
|
|
||
Total liabilities and equity
|
$
|
377,198
|
|
|
$
|
370,386
|
|
7.
|
Other assets consisted of the following at
June 30, 2019
and
December 31, 2018
:
|
(in thousands)
|
June 30, 2019
|
|
December 31, 2018
|
||||
|
|
|
|
||||
Investment in Real Estate joint venture entity
|
$
|
5,863
|
|
|
$
|
5,891
|
|
Advances to Real Estate joint venture entity
|
934
|
|
|
804
|
|
||
Deferred tax assets, net
|
553
|
|
|
541
|
|
||
Right-of-use assets
|
224
|
|
|
—
|
|
||
Contract assets
|
—
|
|
|
957
|
|
||
Note receivable
|
52
|
|
|
57
|
|
||
Deposits for acquisitions of timberland
|
9
|
|
|
1,005
|
|
||
Total
|
$
|
7,635
|
|
|
$
|
9,255
|
|
8.
|
In the presentation of the Partnership’s revenue and operating income (loss) by segment, all intersegment revenue and expense is eliminated to determine operating income (loss) reported externally. The following tables reconcile internally reported income (loss) from operations to externally reported income (loss) from operations by business segment.
|
Quarter ended June 30, (in thousands)
|
Partnership Timber
|
|
Funds Timber
|
|
Timberland Investment Management
|
|
Real Estate
|
|
Other
|
|
Consolidated
|
|||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue - internal
|
$
|
14,389
|
|
|
$
|
12,750
|
|
|
$
|
1,479
|
|
|
$
|
1,148
|
|
|
$
|
—
|
|
|
$
|
29,766
|
|
|
Eliminations
|
(189
|
)
|
|
—
|
|
|
(1,479
|
)
|
|
(123
|
)
|
|
—
|
|
|
(1,791
|
)
|
|||||||
Revenue - external
|
14,200
|
|
|
12,750
|
|
|
—
|
|
|
1,025
|
|
|
—
|
|
|
27,975
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of sales
|
(6,811
|
)
|
|
(13,237
|
)
|
|
—
|
|
|
(787
|
)
|
|
—
|
|
|
(20,835
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating, general and administrative expenses - internal
|
(1,769
|
)
|
|
(2,749
|
)
|
|
(1,243
|
)
|
|
(1,179
|
)
|
|
(1,802
|
)
|
|
(8,742
|
)
|
|||||||
Eliminations
|
234
|
|
|
1,430
|
|
|
67
|
|
|
34
|
|
|
26
|
|
|
1,791
|
|
|||||||
Operating, general and administrative expenses - external
|
(1,535
|
)
|
|
(1,319
|
)
|
|
(1,176
|
)
|
|
(1,145
|
)
|
|
(1,776
|
)
|
|
(6,951
|
)
|
|||||||
Income (loss) from operations - internal
|
5,809
|
|
|
(3,236
|
)
|
|
236
|
|
|
(818
|
)
|
|
(1,802
|
)
|
|
189
|
|
|||||||
Eliminations
|
45
|
|
|
1,430
|
|
|
(1,412
|
)
|
|
(89
|
)
|
|
26
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from operations - external
|
$
|
5,854
|
|
|
$
|
(1,806
|
)
|
|
$
|
(1,176
|
)
|
|
$
|
(907
|
)
|
|
$
|
(1,776
|
)
|
|
$
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue - internal
|
$
|
5,693
|
|
|
$
|
17,917
|
|
|
$
|
1,140
|
|
|
$
|
4,542
|
|
|
$
|
—
|
|
|
$
|
29,292
|
|
|
Eliminations
|
(123
|
)
|
|
—
|
|
|
(1,140
|
)
|
|
(117
|
)
|
|
—
|
|
|
(1,380
|
)
|
|||||||
Revenue - external
|
5,570
|
|
|
17,917
|
|
|
—
|
|
|
4,425
|
|
|
—
|
|
|
27,912
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of sales
|
(1,994
|
)
|
|
(11,870
|
)
|
|
—
|
|
|
(711
|
)
|
|
—
|
|
|
(14,575
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating, general and administrative expenses - internal
|
(1,837
|
)
|
|
(2,525
|
)
|
|
(1,055
|
)
|
|
(1,163
|
)
|
|
(1,428
|
)
|
|
(8,008
|
)
|
|||||||
Eliminations
|
42
|
|
|
1,140
|
|
|
139
|
|
|
34
|
|
|
25
|
|
|
1,380
|
|
|||||||
Operating, general and administrative expenses -external
|
(1,795
|
)
|
|
(1,385
|
)
|
|
(916
|
)
|
|
(1,129
|
)
|
|
(1,403
|
)
|
|
(6,628
|
)
|
|||||||
Environmental remediation
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,900
|
)
|
|
—
|
|
|
(2,900
|
)
|
|||||||
Income (loss) from operations - internal
|
1,862
|
|
|
3,522
|
|
|
85
|
|
|
(232
|
)
|
|
(1,428
|
)
|
|
3,809
|
|
|||||||
Eliminations
|
(81
|
)
|
|
1,140
|
|
|
(1,001
|
)
|
|
(83
|
)
|
|
25
|
|
|
—
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from operations - external
|
$
|
1,781
|
|
|
$
|
4,662
|
|
|
$
|
(916
|
)
|
|
$
|
(315
|
)
|
|
$
|
(1,403
|
)
|
|
$
|
3,809
|
|
Six Months Ended June 30, (in thousands)
|
Partnership Timber
|
|
Funds Timber
|
|
Timberland Investment Management
|
|
Real Estate
|
|
Other
|
|
Consolidated
|
|||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Revenue - internal
|
$
|
29,761
|
|
|
$
|
22,190
|
|
|
$
|
2,842
|
|
|
$
|
1,699
|
|
|
$
|
—
|
|
|
$
|
56,492
|
|
|
Eliminations
|
(390
|
)
|
|
—
|
|
|
(2,842
|
)
|
|
(243
|
)
|
|
—
|
|
|
(3,475
|
)
|
|||||||
Revenue - external
|
29,371
|
|
|
22,190
|
|
|
—
|
|
|
1,456
|
|
|
—
|
|
|
53,017
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of sales
|
(13,999
|
)
|
|
(22,376
|
)
|
|
—
|
|
|
(1,068
|
)
|
|
—
|
|
|
(37,443
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating, general and administrative expenses - internal
|
(3,086
|
)
|
|
(5,238
|
)
|
|
(2,533
|
)
|
|
(2,035
|
)
|
|
(3,592
|
)
|
|
(16,484
|
)
|
|||||||
Eliminations
|
479
|
|
|
2,741
|
|
|
136
|
|
|
67
|
|
|
52
|
|
|
3,475
|
|
|||||||
Operating, general and administrative expenses - external
|
(2,607
|
)
|
|
(2,497
|
)
|
|
(2,397
|
)
|
|
(1,968
|
)
|
|
(3,540
|
)
|
|
(13,009
|
)
|
|||||||
Income (loss) from operations - internal
|
12,676
|
|
|
(5,424
|
)
|
|
309
|
|
|
(1,404
|
)
|
|
(3,592
|
)
|
|
2,565
|
|
|||||||
Eliminations
|
89
|
|
|
2,741
|
|
|
(2,706
|
)
|
|
(176
|
)
|
|
52
|
|
|
—
|
|
|||||||
Income (loss) from operations - external
|
$
|
12,765
|
|
|
$
|
(2,683
|
)
|
|
$
|
(2,397
|
)
|
|
$
|
(1,580
|
)
|
|
$
|
(3,540
|
)
|
|
$
|
2,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue - internal
|
$
|
20,940
|
|
|
$
|
27,458
|
|
|
$
|
2,164
|
|
|
$
|
4,985
|
|
|
$
|
—
|
|
|
$
|
55,547
|
|
|
Eliminations
|
(232
|
)
|
|
—
|
|
|
(2,164
|
)
|
|
(252
|
)
|
|
—
|
|
|
(2,648
|
)
|
|||||||
Revenue - external
|
20,708
|
|
|
27,458
|
|
|
—
|
|
|
4,733
|
|
|
—
|
|
|
52,899
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Cost of sales
|
(7,020
|
)
|
|
(18,822
|
)
|
|
—
|
|
|
(1,033
|
)
|
|
—
|
|
|
(26,875
|
)
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Operating, general and administrative expenses - internal
|
(3,347
|
)
|
|
(4,331
|
)
|
|
(2,131
|
)
|
|
(2,118
|
)
|
|
(3,079
|
)
|
|
(15,006
|
)
|
|||||||
Eliminations
|
92
|
|
|
2,164
|
|
|
268
|
|
|
69
|
|
|
55
|
|
|
2,648
|
|
|||||||
Operating, general and administrative expenses - external
|
(3,255
|
)
|
|
(2,167
|
)
|
|
(1,863
|
)
|
|
(2,049
|
)
|
|
(3,024
|
)
|
|
(12,358
|
)
|
|||||||
Environmental remediation
|
|
|
—
|
|
|
—
|
|
|
(2,900
|
)
|
|
—
|
|
|
(2,900
|
)
|
||||||||
Income (loss) from operations - internal
|
10,573
|
|
|
4,305
|
|
|
33
|
|
|
(1,066
|
)
|
|
(3,079
|
)
|
|
10,766
|
|
|||||||
Eliminations
|
(140
|
)
|
|
2,164
|
|
|
(1,896
|
)
|
|
(183
|
)
|
|
55
|
|
|
—
|
|
|||||||
Income (loss) from operations - external
|
$
|
10,433
|
|
|
$
|
6,469
|
|
|
$
|
(1,863
|
)
|
|
$
|
(1,249
|
)
|
|
$
|
(3,024
|
)
|
|
$
|
10,766
|
|
9.
|
Basic and diluted earnings per unit are calculated by dividing net income attributable to unitholders, adjusted for non-forfeitable distributions paid out to unvested restricted unitholders and preferred shareholders of the Funds, by the weighted average units outstanding during the period. There were no dilutive securities outstanding during the periods presented. The following table shows the calculation of basic and diluted earnings per unit:
|
|
Quarter Ended
June 30, |
|
Six Months Ended
June 30, |
||||||||||||
(in thousands, except per unit amounts)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net and comprehensive income attributable to Pope Resources’ unitholders
|
$
|
2,205
|
|
|
$
|
199
|
|
|
$
|
5,516
|
|
|
$
|
5,917
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Non-forfeitable distributions paid to unvested restricted unitholders
|
(38
|
)
|
|
(27
|
)
|
|
(76
|
)
|
|
(53
|
)
|
||||
Preferred share dividends - ORM Timber Funds
|
(12
|
)
|
|
(8
|
)
|
|
(23
|
)
|
|
(16
|
)
|
||||
Net and comprehensive income for calculation of earnings per unit
|
$
|
2,155
|
|
|
$
|
164
|
|
|
$
|
5,417
|
|
|
$
|
5,848
|
|
|
|
|
|
|
|
|
|
||||||||
Basic and diluted weighted average units outstanding
|
4,323
|
|
|
4,320
|
|
|
4,324
|
|
|
4,320
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic and diluted net earnings per unit
|
$
|
0.50
|
|
|
$
|
0.04
|
|
|
$
|
1.25
|
|
|
$
|
1.35
|
|
10.
|
In the first quarter of
2019
, the Partnership issued
11,504
restricted units pursuant to the management incentive compensation program and
3,600
restricted units to members of the Board of Directors. These restricted units vest ratably over
four years
with the grant date fair value equal to the market price on the date of grant. During the
six months ended
June 30, 2019
,
854
units were granted with no restrictions to certain board members who elected to receive their quarterly board compensation in the form of units rather than cash. Units granted to directors are included in the calculation of total equity compensation expense which is recognized over the vesting period, for restricted units, or immediately for unrestricted units. Grants to retirement-eligible individuals on the date of grant are expensed immediately. The Partnership recognized
$197,000
and
$199,000
of equity compensation expense in the
second quarter
of
2019
and
2018
, respectively, and
$790,000
and
$722,000
for the
six months ended
June 30, 2019
and
2018
, respectively, related to these compensation programs.
|
11.
|
Supplemental disclosure of cash flow information: interest paid, net of amounts capitalized, totaled
$2.1 million
and
$2.0 million
during the first
six months
of
2019
and
2018
, respectively. Income taxes paid totaled
$30,000
and
$564,000
for the first
six months
of
2019
and
2018
, respectively.
|
12.
|
The Partnership’s financial instruments include cash, accounts receivable, and a note receivable, included in other assets, for which the carrying amount of each represents fair value based on current market interest rates or their short-term nature.
|
13.
|
The Partnership had an accrual for estimated environmental remediation costs of
$8.7 million
and
$9.1 million
as of
June 30, 2019
and
December 31, 2018
, respectively. The environmental remediation liability represents management’s estimate of payments to be made to remedy and monitor certain areas in and around Port Gamble Bay, Washington. The liability at
June 30, 2019
is comprised of
$847,000
that management expects to expend in the next 12 months and
$7.9 million
thereafter.
|
(in thousands)
|
Balance at Beginning of the Period
|
|
Additions to Accrual
|
|
Expenditures for Remediation
|
|
Balance at Period-end
|
||||||||
Year ended December 31, 2017
|
$
|
12,770
|
|
|
$
|
—
|
|
|
$
|
(7,791
|
)
|
|
$
|
4,979
|
|
Year ended December 31, 2018
|
4,979
|
|
|
5,600
|
|
|
(1,496
|
)
|
|
9,083
|
|
||||
Quarter ended March 31, 2019
|
9,083
|
|
|
—
|
|
|
(158
|
)
|
|
8,925
|
|
||||
Quarter ended June 30, 2019
|
8,925
|
|
|
—
|
|
|
(203
|
)
|
|
8,722
|
|
14.
|
In April 2019, the Partnership refinanced a
$9.8 million
debt tranche with Northwest Farm Credit Services that was originally due in September 2019. As refinanced, this debt has an ultimate maturity of April 2031. The
$9.8 million
refinancing is divided into three tranches with fixed rates, gross of patronage rebates, for specific periods, as follows:
|
•
|
$3.0 million
at
4.35%
through
April 2027
|
•
|
$3.0 million
at
4.51%
through
April 2029
|
•
|
$3.8 million
at
4.60%
through
April 2031
|
15.
|
In August 2019, the Partnership closed on the sale of
65
residential lots from its Harbor Hill project in Gig Harbor, Washington, for
$12.0 million
.
|
Quarter ended June 30, (in thousands)
|
Partnership Timber
|
|
Funds Timber
|
|
Timberland Investment Management
|
|
Real Estate
|
|
Other
|
|
Consolidated
|
|||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from operations - external
|
$
|
5,854
|
|
|
$
|
(1,806
|
)
|
|
$
|
(1,176
|
)
|
|
$
|
(907
|
)
|
|
$
|
(1,776
|
)
|
|
$
|
189
|
|
|
Reversal of segment eliminations
|
(45
|
)
|
|
(1,430
|
)
|
|
1,412
|
|
|
89
|
|
|
(26
|
)
|
|
—
|
|
|||||||
Income (loss) from operations - internal
|
5,809
|
|
|
(3,236
|
)
|
|
236
|
|
|
(818
|
)
|
|
(1,802
|
)
|
|
189
|
|
|||||||
Depletion, depreciation, and amortization
|
1,806
|
|
|
7,344
|
|
|
23
|
|
|
65
|
|
|
—
|
|
|
9,238
|
|
|||||||
Adjusted EBITDDA
|
$
|
7,615
|
|
|
$
|
4,108
|
|
|
$
|
259
|
|
|
$
|
(753
|
)
|
|
$
|
(1,802
|
)
|
|
$
|
9,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from operations - external
|
$
|
1,781
|
|
|
$
|
4,662
|
|
|
$
|
(916
|
)
|
|
$
|
(315
|
)
|
|
$
|
(1,403
|
)
|
|
$
|
3,809
|
|
|
Reversal of segment eliminations
|
81
|
|
|
(1,140
|
)
|
|
1,001
|
|
|
83
|
|
|
(25
|
)
|
|
—
|
|
|||||||
Income (loss) from operations - internal
|
1,862
|
|
|
3,522
|
|
|
85
|
|
|
(232
|
)
|
|
(1,428
|
)
|
|
3,809
|
|
|||||||
Depletion, depreciation, and amortization
|
511
|
|
|
8,946
|
|
|
17
|
|
|
68
|
|
|
11
|
|
|
9,553
|
|
|||||||
Environmental remediation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,900
|
|
|
—
|
|
|
2,900
|
|
|||||||
Adjusted EBITDDA
|
$
|
2,373
|
|
|
$
|
12,468
|
|
|
$
|
102
|
|
|
$
|
2,736
|
|
|
$
|
(1,417
|
)
|
|
$
|
16,262
|
|
Six Months Ended June 30, (in thousands)
|
Partnership Timber
|
|
Funds Timber
|
|
Timberland Investment Management
|
|
Real Estate
|
|
Other
|
|
Consolidated
|
|||||||||||||
2019
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Income (loss) from operations - external
|
$
|
12,765
|
|
|
$
|
(2,683
|
)
|
|
$
|
(2,397
|
)
|
|
$
|
(1,580
|
)
|
|
$
|
(3,540
|
)
|
|
$
|
2,565
|
|
|
Reversal of segment eliminations
|
(89
|
)
|
|
(2,741
|
)
|
|
2,706
|
|
|
176
|
|
|
(52
|
)
|
|
—
|
|
|||||||
Income (loss) from operations - internal
|
12,676
|
|
|
(5,424
|
)
|
|
309
|
|
|
(1,404
|
)
|
|
(3,592
|
)
|
|
2,565
|
|
|||||||
Depletion, depreciation, and amortization
|
3,447
|
|
|
12,279
|
|
|
42
|
|
|
132
|
|
|
12
|
|
|
15,912
|
|
|||||||
Adjusted EBITDDA
|
$
|
16,123
|
|
|
$
|
6,855
|
|
|
$
|
351
|
|
|
$
|
(1,272
|
)
|
|
$
|
(3,580
|
)
|
|
$
|
18,477
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Income (loss) from operations - external
|
$
|
10,433
|
|
|
$
|
6,469
|
|
|
$
|
(1,863
|
)
|
|
$
|
(1,249
|
)
|
|
$
|
(3,024
|
)
|
|
$
|
10,766
|
|
|
Reversal of segment eliminations
|
140
|
|
|
(2,164
|
)
|
|
1,896
|
|
|
183
|
|
|
(55
|
)
|
|
—
|
|
|||||||
Income (loss) from operations - internal
|
10,573
|
|
|
4,305
|
|
|
33
|
|
|
(1,066
|
)
|
|
(3,079
|
)
|
|
10,766
|
|
|||||||
Depletion, depreciation, and amortization
|
1,836
|
|
|
12,369
|
|
|
27
|
|
|
136
|
|
|
25
|
|
|
14,393
|
|
|||||||
Environmental remediation
|
—
|
|
|
—
|
|
|
—
|
|
|
2,900
|
|
|
—
|
|
|
2,900
|
|
|||||||
Adjusted EBITDDA
|
$
|
12,409
|
|
|
$
|
16,674
|
|
|
$
|
60
|
|
|
$
|
1,970
|
|
|
$
|
(3,054
|
)
|
|
$
|
28,059
|
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
||||||||||
Partnership
|
|
|
|
|
|
|
|
|
|
||||||||||
Overall log price per MBF
|
$
|
618
|
|
|
$
|
629
|
|
|
$
|
726
|
|
|
$
|
623
|
|
|
$
|
765
|
|
Total volume (in MMBF)
|
22.2
|
|
|
23.4
|
|
|
6.9
|
|
|
45.6
|
|
|
25.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Log sale revenue
|
$
|
13,685
|
|
|
$
|
14,722
|
|
|
$
|
5,039
|
|
|
$
|
28,407
|
|
|
$
|
19,674
|
|
Other revenue
|
515
|
|
|
449
|
|
|
531
|
|
|
964
|
|
|
1,034
|
|
|||||
Total revenue
|
14,200
|
|
|
15,171
|
|
|
5,570
|
|
|
29,371
|
|
|
20,708
|
|
|||||
Cost of sales
|
(6,811
|
)
|
|
(7,188
|
)
|
|
(1,994
|
)
|
|
(13,999
|
)
|
|
(7,020
|
)
|
|||||
Operating expenses
|
(1,535
|
)
|
|
(1,072
|
)
|
|
(1,795
|
)
|
|
(2,607
|
)
|
|
(3,255
|
)
|
|||||
Operating income
|
$
|
5,854
|
|
|
$
|
6,911
|
|
|
$
|
1,781
|
|
|
$
|
12,765
|
|
|
$
|
10,433
|
|
|
Average price realizations (per MBF)
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
||||||||||
Partnership
|
|
|
|
|
|
|
|
|
|
||||||||||
Douglas-fir domestic
|
$
|
664
|
|
|
$
|
655
|
|
|
$
|
812
|
|
|
$
|
659
|
|
|
$
|
841
|
|
Douglas-fir export
|
686
|
|
|
730
|
|
|
843
|
|
|
712
|
|
|
896
|
|
|||||
Whitewood domestic
|
486
|
|
|
528
|
|
|
529
|
|
|
503
|
|
|
542
|
|
|||||
Whitewood export
|
533
|
|
|
544
|
|
|
714
|
|
|
537
|
|
|
742
|
|
|||||
Cedar
|
997
|
|
|
973
|
|
|
1,373
|
|
|
987
|
|
|
1,422
|
|
|||||
Hardwood
|
546
|
|
|
650
|
|
|
721
|
|
|
614
|
|
|
713
|
|
|||||
Pulpwood
|
361
|
|
|
385
|
|
|
351
|
|
|
373
|
|
|
367
|
|
|||||
Overall log price
|
618
|
|
|
629
|
|
|
726
|
|
|
623
|
|
|
765
|
|
Volume (in MMBF)
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
|||||||||||||||
Partnership
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Douglas-fir domestic
|
12.9
|
|
59
|
%
|
|
12.4
|
|
53
|
%
|
|
3.5
|
|
51
|
%
|
|
25.3
|
|
55
|
%
|
|
15.7
|
|
61
|
%
|
Douglas-fir export
|
3.4
|
|
15
|
%
|
|
4.8
|
|
21
|
%
|
|
0.8
|
|
12
|
%
|
|
8.2
|
|
18
|
%
|
|
2.6
|
|
10
|
%
|
Whitewood domestic
|
0.7
|
|
3
|
%
|
|
0.5
|
|
2
|
%
|
|
0.2
|
|
3
|
%
|
|
1.2
|
|
3
|
%
|
|
0.5
|
|
2
|
%
|
Whitewood export
|
0.5
|
|
2
|
%
|
|
0.2
|
|
1
|
%
|
|
0.3
|
|
4
|
%
|
|
0.7
|
|
2
|
%
|
|
0.8
|
|
3
|
%
|
Cedar
|
0.6
|
|
3
|
%
|
|
0.4
|
|
2
|
%
|
|
0.3
|
|
4
|
%
|
|
1.1
|
|
2
|
%
|
|
0.6
|
|
2
|
%
|
Hardwood
|
0.7
|
|
3
|
%
|
|
1.3
|
|
6
|
%
|
|
0.4
|
|
6
|
%
|
|
1.9
|
|
4
|
%
|
|
1.0
|
|
4
|
%
|
Pulpwood
|
3.4
|
|
15
|
%
|
|
3.8
|
|
15
|
%
|
|
1.4
|
|
20
|
%
|
|
7.2
|
|
16
|
%
|
|
4.5
|
|
18
|
%
|
Log sale volume
|
22.2
|
|
100
|
%
|
|
23.4
|
|
100
|
%
|
|
6.9
|
|
100
|
%
|
|
45.6
|
|
100
|
%
|
|
25.7
|
|
100
|
%
|
Timber deed sale volume
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|||||
Total volume
|
22.2
|
|
|
|
23.4
|
|
|
|
6.9
|
|
|
|
45.6
|
|
|
|
25.7
|
|
|
(in thousands)
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
||||||||||
Partnership
|
|
|
|
|
|
|
|
|
|
||||||||||
Harvest, haul, and tax
|
$
|
5,049
|
|
|
$
|
5,586
|
|
|
$
|
1,513
|
|
|
$
|
10,635
|
|
|
$
|
5,241
|
|
Depletion
|
1,701
|
|
|
1,599
|
|
|
478
|
|
|
3,300
|
|
|
1,773
|
|
|||||
Other
|
61
|
|
|
3
|
|
|
3
|
|
|
64
|
|
|
6
|
|
|||||
Total cost of sales
|
$
|
6,811
|
|
|
$
|
7,188
|
|
|
$
|
1,994
|
|
|
$
|
13,999
|
|
|
$
|
7,020
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts per MBF *
|
|
|
|
|
|
|
|
|
|
||||||||||
Harvest, haul, and tax
|
$
|
227
|
|
|
$
|
239
|
|
|
$
|
219
|
|
|
$
|
233
|
|
|
$
|
204
|
|
Depletion
|
$
|
77
|
|
|
$
|
68
|
|
|
$
|
69
|
|
|
$
|
72
|
|
|
$
|
69
|
|
*
|
Timber deed sale volumes are excluded in the per MBF computation for harvest, haul and tax costs but included in the per MBF computation for depletion.
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
||||||||||
Funds
|
|
|
|
|
|
|
|
|
|
||||||||||
Overall log price per MBF
|
$
|
585
|
|
|
$
|
631
|
|
|
$
|
707
|
|
|
$
|
604
|
|
|
$
|
718
|
|
Total volume (MMBF)
|
20.3
|
|
|
14.1
|
|
|
28.6
|
|
|
34.3
|
|
|
41.7
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Log sale revenue
|
$
|
11,417
|
|
|
$
|
8,860
|
|
|
$
|
8,494
|
|
|
$
|
20,277
|
|
|
$
|
18,003
|
|
Timber deed sale revenue
|
194
|
|
|
—
|
|
|
8,865
|
|
|
194
|
|
|
8,865
|
|
|||||
Other revenue
|
1,139
|
|
|
580
|
|
|
558
|
|
|
1,719
|
|
|
590
|
|
|||||
Total revenue
|
12,750
|
|
|
9,440
|
|
|
17,917
|
|
|
22,190
|
|
|
27,458
|
|
|||||
Cost of sales
|
(13,237
|
)
|
|
(9,139
|
)
|
|
(11,870
|
)
|
|
(22,376
|
)
|
|
(18,822
|
)
|
|||||
Operating expenses - internal
|
(2,749
|
)
|
|
(2,489
|
)
|
|
(2,525
|
)
|
|
(5,238
|
)
|
|
(4,331
|
)
|
|||||
Operating income (loss) - internal
|
(3,236
|
)
|
|
(2,188
|
)
|
|
3,522
|
|
|
(5,424
|
)
|
|
4,305
|
|
|||||
Eliminations
*
|
1,430
|
|
|
1,311
|
|
|
1,140
|
|
|
2,741
|
|
|
2,164
|
|
|||||
Operating income (loss) - external
|
$
|
(1,806
|
)
|
|
$
|
(877
|
)
|
|
$
|
4,662
|
|
|
$
|
(2,683
|
)
|
|
$
|
6,469
|
|
Average price realizations (per MBF)
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
||||||||||
Funds
|
|
|
|
|
|
|
|
|
|
||||||||||
Douglas-fir domestic
|
$
|
639
|
|
|
$
|
647
|
|
|
$
|
815
|
|
|
$
|
643
|
|
|
$
|
822
|
|
Douglas-fir export
|
702
|
|
|
731
|
|
|
870
|
|
|
715
|
|
|
908
|
|
|||||
Whitewood domestic
|
538
|
|
|
513
|
|
|
662
|
|
|
531
|
|
|
664
|
|
|||||
Whitewood export
|
555
|
|
|
547
|
|
|
727
|
|
|
552
|
|
|
722
|
|
|||||
Pine
|
433
|
|
|
432
|
|
|
513
|
|
|
433
|
|
|
509
|
|
|||||
Cedar
|
895
|
|
|
961
|
|
|
1,276
|
|
|
942
|
|
|
1,326
|
|
|||||
Hardwood
|
533
|
|
|
530
|
|
|
778
|
|
|
532
|
|
|
753
|
|
|||||
Pulpwood
|
356
|
|
|
359
|
|
|
357
|
|
|
357
|
|
|
371
|
|
|||||
Overall log price
|
585
|
|
|
631
|
|
|
707
|
|
|
604
|
|
|
718
|
|
|||||
Timber deed sales
|
645
|
|
|
—
|
|
|
534
|
|
|
645
|
|
|
534
|
|
Volume (in MMBF)
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
|||||||||||||||
Funds
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Douglas-fir domestic
|
8.5
|
|
42
|
%
|
|
7.4
|
|
52
|
%
|
|
3.4
|
|
27
|
%
|
|
15.9
|
|
47
|
%
|
|
7.3
|
|
29
|
%
|
Douglas-fir export
|
3.3
|
|
16
|
%
|
|
2.9
|
|
21
|
%
|
|
2.3
|
|
19
|
%
|
|
6.2
|
|
18
|
%
|
|
4.0
|
|
16
|
%
|
Whitewood domestic
|
3.4
|
|
16
|
%
|
|
1.3
|
|
9
|
%
|
|
2.1
|
|
18
|
%
|
|
4.7
|
|
14
|
%
|
|
7.0
|
|
28
|
%
|
Whitewood export
|
0.9
|
|
5
|
%
|
|
0.4
|
|
3
|
%
|
|
1.2
|
|
10
|
%
|
|
1.3
|
|
4
|
%
|
|
1.6
|
|
6
|
%
|
Pine
|
1.1
|
|
6
|
%
|
|
0.1
|
|
1
|
%
|
|
0.9
|
|
8
|
%
|
|
1.1
|
|
3
|
%
|
|
1.0
|
|
4
|
%
|
Cedar
|
0.2
|
|
1
|
%
|
|
0.5
|
|
4
|
%
|
|
0.1
|
|
1
|
%
|
|
0.7
|
|
2
|
%
|
|
0.4
|
|
2
|
%
|
Hardwood
|
0.3
|
|
2
|
%
|
|
0.2
|
|
1
|
%
|
|
0.3
|
|
3
|
%
|
|
0.5
|
|
1
|
%
|
|
0.5
|
|
2
|
%
|
Pulpwood
|
2.3
|
|
12
|
%
|
|
1.3
|
|
9
|
%
|
|
1.7
|
|
14
|
%
|
|
3.6
|
|
11
|
%
|
|
3.3
|
|
13
|
%
|
Log sale volume
|
20.0
|
|
100
|
%
|
|
14.1
|
|
100
|
%
|
|
12.0
|
|
100
|
%
|
|
34.0
|
|
100
|
%
|
|
25.1
|
|
100
|
%
|
Timber deed sale volume
|
0.3
|
|
|
|
—
|
|
|
|
16.6
|
|
|
|
0.3
|
|
|
|
16.6
|
|
|
|||||
Total volume
|
20.3
|
|
|
|
14.1
|
|
|
|
28.6
|
|
|
|
34.3
|
|
|
|
41.7
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership’s share of Funds
|
2.2
|
|
|
|
1.8
|
|
|
|
3.7
|
|
|
|
3.9
|
|
|
|
5.4
|
|
|
(in thousands)
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
||||||||||
Funds
|
|
|
|
|
|
|
|
|
|
||||||||||
Harvest, haul, and tax
|
$
|
5,018
|
|
|
$
|
3,817
|
|
|
$
|
2,924
|
|
|
$
|
8,835
|
|
|
$
|
6,441
|
|
Depletion
|
7,343
|
|
|
4,935
|
|
|
8,946
|
|
|
12,278
|
|
|
12,368
|
|
|||||
Other
|
876
|
|
|
387
|
|
|
—
|
|
|
1,263
|
|
|
13
|
|
|||||
Total cost of sales
|
$
|
13,237
|
|
|
$
|
9,139
|
|
|
$
|
11,870
|
|
|
$
|
22,376
|
|
|
$
|
18,822
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Partnership’s share of Funds
|
$
|
1,392
|
|
|
$
|
1,091
|
|
|
$
|
1,465
|
|
|
$
|
2,485
|
|
|
$
|
2,247
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts per MBF *
|
|
|
|
|
|
|
|
|
|
||||||||||
Harvest, haul, and tax
|
$
|
251
|
|
|
$
|
271
|
|
|
$
|
244
|
|
|
$
|
260
|
|
|
$
|
257
|
|
Depletion
|
$
|
362
|
|
|
$
|
350
|
|
|
$
|
313
|
|
|
$
|
358
|
|
|
$
|
297
|
|
|
|
|
|
|
|
|
Six Months Ended
|
||||||||||||
|
Q2 2019
|
|
Q1 2019
|
|
Q2 2018
|
|
Jun-19
|
|
Jun-18
|
||||||||||
Partnership's share of Funds
|
|
|
|
|
|
|
|
|
|
||||||||||
Total volume (MMBF)
|
2.2
|
|
|
1.8
|
|
|
3.7
|
|
|
3.9
|
|
|
5.4
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
(in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
Log sale revenue
|
$
|
1,213
|
|
|
$
|
1,103
|
|
|
$
|
1,091
|
|
|
$
|
2,316
|
|
|
$
|
2,298
|
|
Timber deed sale revenue
|
29
|
|
|
—
|
|
|
1,224
|
|
|
29
|
|
|
1,224
|
|
|||||
Other revenue
|
164
|
|
|
86
|
|
|
31
|
|
|
250
|
|
|
36
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
(1,389
|
)
|
|
(1,091
|
)
|
|
(1,463
|
)
|
|
(2,480
|
)
|
|
(2,245
|
)
|
|||||
Operating expenses - internal
|
(352
|
)
|
|
(314
|
)
|
|
(326
|
)
|
|
(666
|
)
|
|
(525
|
)
|
|||||
Eliminations *
|
170
|
|
|
159
|
|
|
129
|
|
|
329
|
|
|
241
|
|
|
|
Quarter Ended
|
||||||
(in thousands, except invested capital, volume and acre data)
|
|
Jun-19
|
|
Jun-18
|
||||
Revenue internal
|
|
$
|
1,479
|
|
|
$
|
1,140
|
|
Intersegment eliminations
|
|
(1,479
|
)
|
|
(1,140
|
)
|
||
Revenue external
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Operating income internal
|
|
$
|
236
|
|
|
$
|
85
|
|
Intersegment eliminations
|
|
(1,412
|
)
|
|
(1,001
|
)
|
||
Operating loss external
|
|
$
|
(1,176
|
)
|
|
$
|
(916
|
)
|
|
|
|
|
|
||||
Invested capital (in millions)
|
|
$
|
489
|
|
|
$
|
354
|
|
Acres owned by Funds
|
|
141,000
|
|
|
124,000
|
|
||
Harvest volume - Funds (MMBF), including timber deed sales
|
|
20.3
|
|
|
28.6
|
|
|
|
Six Months Ended
|
||||||
(in thousands, except invested capital, volume and acre data)
|
|
Jun-19
|
|
Jun-18
|
||||
Revenue internal
|
|
$
|
2,842
|
|
|
$
|
2,164
|
|
Intersegment eliminations
|
|
(2,842
|
)
|
|
(2,164
|
)
|
||
Revenue external
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
Operating income (loss) internal
|
|
$
|
309
|
|
|
$
|
33
|
|
Intersegment eliminations
|
|
(2,706
|
)
|
|
(1,896
|
)
|
||
Operating loss external
|
|
$
|
(2,397
|
)
|
|
$
|
(1,863
|
)
|
|
|
|
|
|
||||
Invested capital (in millions)
|
|
$
|
489
|
|
|
$
|
354
|
|
Acres owned by Funds
|
|
141,000
|
|
|
124,000
|
|
||
Harvest volume - Funds (MMBF), including timber deed sales
|
|
34.3
|
|
|
41.7
|
|
•
|
Residential and commercial plat land sales represent land sold after development rights have been obtained and are generally sold with prescribed infrastructure improvements.
|
•
|
Rural residential lot sales that generally require some capital improvements such as zoning, road building, or utility access improvements prior to completing the sale.
|
•
|
The sale of unimproved land, which generally consists of larger acreage sales rather than single lot sales, is normally completed with very little capital investment prior to sale.
|
(in thousands, except units sold and per unit amounts)
|
|
|
|
|
|
|
|
|
|||||||||||
For the six months ended:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Description
|
|
Revenue
|
|
Gross Margin
|
|
Units Sold
|
|
Revenue per unit
|
|
Gross Margin per unit
|
|||||||||
Residential
|
|
$
|
645
|
|
|
$
|
204
|
|
|
Lots:
|
|
6
|
|
|
107,500
|
|
|
34,000
|
|
Unimproved land
|
|
22
|
|
|
16
|
|
|
Acres:
|
|
3
|
|
|
7,333
|
|
|
5,333
|
|
||
Total land
|
|
667
|
|
|
220
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Rentals and other
|
|
789
|
|
|
168
|
|
|
|
|
|
|
|
|
|
|
|
|
||
June 30, 2019 total
|
|
$
|
1,456
|
|
|
$
|
388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Development rights (CE)
|
|
$
|
3,730
|
|
|
$
|
3,485
|
|
|
Acres:
|
|
7,800
|
|
|
478
|
|
|
447
|
|
Residential land sales
|
|
151
|
|
|
104
|
|
|
Acres:
|
|
10
|
|
|
15,100
|
|
|
10,400
|
|
||
Unimproved land
|
|
125
|
|
|
67
|
|
|
Acres:
|
|
14
|
|
|
8,929
|
|
|
4,786
|
|
||
Total land
|
|
4,006
|
|
|
3,656
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Rentals and other
|
|
727
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
||
June 30, 2018 total
|
|
$
|
4,733
|
|
|
$
|
3,700
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
(in thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Interest income - Partnership
|
$
|
1
|
|
|
$
|
34
|
|
|
$
|
1
|
|
|
$
|
69
|
|
Interest expense - Partnership
|
(962
|
)
|
|
(782
|
)
|
|
(1,987
|
)
|
|
(1,458
|
)
|
||||
Interest expense - Funds
|
(561
|
)
|
|
(581
|
)
|
|
(1,117
|
)
|
|
(1,157
|
)
|
||||
Capitalized interest - Partnership
|
72
|
|
|
81
|
|
|
138
|
|
|
154
|
|
||||
Interest expense, net
|
$
|
(1,450
|
)
|
|
$
|
(1,248
|
)
|
|
$
|
(2,965
|
)
|
|
$
|
(2,392
|
)
|
•
|
a maximum debt-to-total-capitalization ratio of 30%, with total capitalization calculated using fair market (vs. carrying) value of timberland, roads and timber; and
|
•
|
a maximum loan-to-appraised value of timberland collateral of 50%.
|
|
Six Months Ended June 30,
|
||||||||||
(in thousands)
|
2019
|
|
Change
|
|
2018
|
||||||
Cash provided by operating activities
|
$
|
15,025
|
|
|
$
|
(3,304
|
)
|
|
$
|
18,329
|
|
|
|
|
|
|
|
||||||
Investing activities
|
|
|
|
|
|
||||||
Reforestation and roads
|
(1,728
|
)
|
|
133
|
|
|
(1,861
|
)
|
|||
Capital expenditures
|
(419
|
)
|
|
43
|
|
|
(462
|
)
|
|||
Proceeds from sale of property and equipment
|
142
|
|
|
138
|
|
|
4
|
|
|||
Proceeds from insurance recovery
|
365
|
|
|
365
|
|
|
—
|
|
|||
Investment in unconsolidated real estate joint venture
|
—
|
|
|
250
|
|
|
(250
|
)
|
|||
Acquisition of timberland - Partnership
|
(225
|
)
|
|
6,130
|
|
|
(6,355
|
)
|
|||
Acquisition of timberland - Funds
|
(19,344
|
)
|
|
89,020
|
|
|
(108,364
|
)
|
|||
Cash used in investing activities
|
(21,209
|
)
|
|
96,079
|
|
|
(117,288
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
|
|
|||
Line of credit borrowings
|
8,886
|
|
|
(15,414
|
)
|
|
24,300
|
|
|||
Line of credit repayments
|
(6,986
|
)
|
|
(2,486
|
)
|
|
(4,500
|
)
|
|||
Repayment of long-term debt
|
(64
|
)
|
|
(3
|
)
|
|
(61
|
)
|
|||
Proceeds from issuance of long-term debt
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|||
Debt issuances costs
|
(61
|
)
|
|
(61
|
)
|
|
—
|
|
|||
Units issued under distribution reinvestment plan
|
33
|
|
|
(87
|
)
|
|
120
|
|
|||
Unit repurchases
|
(666
|
)
|
|
(13
|
)
|
|
(653
|
)
|
|||
Proceeds from preferred stock issuance - ORM Timber Funds
|
125
|
|
|
125
|
|
|
—
|
|
|||
Payroll taxes paid upon unit net settlements
|
(79
|
)
|
|
23
|
|
|
(102
|
)
|
|||
Loss on early extinguishment of debt
|
(64
|
)
|
|
(64
|
)
|
|
—
|
|
|||
Cash distributions to unitholders
|
(8,725
|
)
|
|
(2,622
|
)
|
|
(6,103
|
)
|
|||
Cash distributions to fund investors, net of distributions to Partnership
|
(6,551
|
)
|
|
(228
|
)
|
|
(6,323
|
)
|
|||
Capital call - ORM Timber Funds, net of Partnership contribution
|
17,259
|
|
|
(75,021
|
)
|
|
92,280
|
|
|||
Cash provided by financing activities
|
6,107
|
|
|
(92,851
|
)
|
|
98,958
|
|
|||
Net decrease in cash and restricted cash
|
$
|
(77
|
)
|
|
$
|
(76
|
)
|
|
$
|
(1
|
)
|
|
|
|
2019
|
|
|
||||||
|
June 30 YTD
|
|
Remainder of Year
|
|
Total
|
||||||
in millions
|
|
|
|
|
|
||||||
Harbor Hill project development
|
$
|
2.2
|
|
|
$
|
0.9
|
|
|
$
|
3.1
|
|
Reforestation and roads - Partnership
|
0.8
|
|
|
0.4
|
|
|
1.2
|
|
|||
Reforestation and roads - Funds
|
1.0
|
|
|
0.7
|
|
|
1.7
|
|
|||
Other Real Estate development projects
|
0.1
|
|
|
0.4
|
|
|
0.5
|
|
|||
Other
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|||
|
$
|
4.4
|
|
|
$
|
2.6
|
|
|
$
|
7.0
|
|
•
|
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 and the cost of retaining them.
|
•
|
Increasing the volatility in the trading price and trading volume of the Partnership’s units.
|
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
|
|
|
|
|
|
April 2019
|
1,251
|
$67.79
|
1,251
|
$1,749,000
|
May 2019
|
3,677
|
$67.66
|
3,677
|
$1,500,000
|
June 2019
|
2,406
|
$69.24
|
2,406
|
$1,334,000
|
10.1
|
|
|
|
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
|
|
POPE RESOURCES,
|
|
|
A Delaware Limited Partnership
|
|
|
|
|
|
By:
|
POPE MGP, Inc.
|
|
|
Managing General Partner
|
|
|
|
|
|
|
|
|
By:
/s/ Thomas M. Ringo
|
|
|
Thomas M. Ringo
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
By:
/s/ Daemon P. Repp
|
|
|
Daemon P. Repp
|
|
|
Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
By:
/s/ Sean M. Tallarico
|
|
|
Sean M. Tallarico
|
|
|
Controller
|
|
|
(Principal Accounting Officer)
|
Tranche
|
Loan Segment No.
|
Face Amount
|
Rate
|
Fixed Rate Maturity
|
Maturity Date
|
2
|
6241561-102
|
$10,000,000
|
6.05%
|
07/01/2025
|
07/01/2025
|
3
|
6241561-103
|
$11,000,000
|
3.89%
|
07/01/2026
|
07/01/2026
|
4
|
6241561-104
|
$11,000,000
|
4.13%
|
07/01/2028
|
07/01/2028
|
5
|
6241561-105
|
$6,000,000
|
Base Rate plus Applicable Margin
|
N/A
|
10/01/2024
|
6
|
6241561-106
|
$8,000,000
|
5.34%
|
11/01/2033
|
10/01/2034
|
7
|
6241561-107
|
$8,000,000
|
5.34%
|
11/01/2033
|
10/01/2035
|
8
|
6241561-108
|
$8,000,000
|
5.42%
|
10/01/2036
|
10/01/2036
|
9
|
6241561-109
|
$3,000,000
|
4.35%
|
05/01/2027
|
05/01/2031
|
10
|
6241561-110
|
$3,000,000
|
4.49%
|
05/01/2029
|
05/01/2031
|
11
|
6241561-111
|
$3,800,000
|
4.60%
|
05/01/2031
|
05/01/2031
|
a.
|
Lender shall have received executed counterparts to this Amendment by all of the parties hereto.
|
b.
|
All legal matters incident to this Amendment shall be reasonably satisfactory to Lender and its counsel.
|
c.
|
Borrower shall have paid all fees and expenses of Lender due and owing on, invoiced, and presented to Borrower as of effective date of this Amendment.
|
d.
|
Borrower shall have paid the fees as required by the separate fee letter dated April 26, 2019.
|
d.
|
No Default or Event of Default shall exist and be continuing as of the date of this Amendment.
|
e.
|
Lender and Borrower shall have executed and delivered a Notice/Confirmation for the Fixed Rate Options for Tranches 9 through 11.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pope Resources;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
August 8, 2019
|
/s/Thomas M. Ringo
|
|
|
Thomas M. Ringo
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Pope Resources;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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;
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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August 8, 2019
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/s/ Daemon P. Repp
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Daemon P. Repp
Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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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.
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