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(
X
)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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( )
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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91-1313292
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(State or other jurisdiction of | (IRS Employer | |
incorporation or organization) | Identification Number) |
Large Accelerated Filer o | Accelerated Filer x | |
Non-accelerated Filer o | Smaller Reporting Company o |
Description
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Page Number
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Part I. Financial Information
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Item 1 Financial Statements (unaudited)
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4
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5
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6
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7
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12
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27
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27
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Part II. Other Information
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28
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28
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32
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32
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32
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32
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32
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33
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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) |
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|||||||
Pope Resources, a Delaware Limited Partnership
|
||||||||
March 31, 2015 and December 31, 2014
|
||||||||
(in thousands)
|
||||||||
2015
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2014
|
|||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Partnership cash and cash equivalents
|
$ | 16,476 | $ | 14,505 | ||||
ORM Timber Funds cash
|
9,629 | 9,523 | ||||||
Cash and cash equivalents
|
26,105 | 24,028 | ||||||
Short-term investments
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- | 1,000 | ||||||
Accounts receivable, net
|
1,996 | 2,419 | ||||||
Land held for sale
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4,493 | 7,160 | ||||||
Prepaid expenses and other
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5,578 | 2,873 | ||||||
Total current assets
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38,172 | 37,480 | ||||||
Properties and equipment, at cost
|
||||||||
Timber and roads, net of accumulated depletion
|
||||||||
(2015 - 96,570; 2014 - $93,359) | 226,721 | 227,144 | ||||||
Timberland
|
48,272 | 47,933 | ||||||
Land held for development
|
27,389 | 26,040 | ||||||
Buildings and equipment, net of accumulated
|
||||||||
depreciation (2015 - $6,990; 2014 - $6,849)
|
6,034 | 6,039 | ||||||
Total property and equipment, at cost
|
308,416 | 307,156 | ||||||
Other assets
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526 | 441 | ||||||
Total assets
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$ | 347,114 | $ | 345,077 | ||||
LIABILITIES, PARTNERS' CAPITAL AND NONCONTROLLING INTERESTS | ||||||||
Current liabilities
|
||||||||
Accounts payable
|
$ | 1,005 | $ | 1,293 | ||||
Accrued liabilities
|
2,798 | 3,196 | ||||||
Current portion of long-term debt
|
5,110 | 5,109 | ||||||
Deferred revenue
|
867 | 668 | ||||||
Current portion of environmental remediation liability
|
4,600 | 3,700 | ||||||
Other current liabilities
|
280 | 248 | ||||||
Total current liabilities
|
14,660 | 14,214 | ||||||
Long-term debt, net of current portion
|
84,844 | 84,872 | ||||||
Environmental remediation and other long-term liabilities
|
16,907 | 18,362 | ||||||
Partners' capital and noncontrolling interests
|
||||||||
General partners' capital (units issued and outstanding 2015 - 60; 2014 - 60)
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1,081 | 1,003 | ||||||
Limited partners' capital (units issued and outstanding 2015 - 4,236; 2014 - 4,224)
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68,690 | 63,213 | ||||||
Noncontrolling interests
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160,932 | 163,413 | ||||||
Total partners' capital and noncontrolling interests
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230,703 | 227,629 | ||||||
Total liabilities, partners' capital and noncontrolling interests
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$ | 347,114 | $ | 345,077 |
See accompanying notes to condensed consolidated financial statements.
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1.
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The condensed consolidated balance sheets as of March 31, 2015 and December 31, 2014 and the related condensed consolidated statements of comprehensive income and cash flows for the three-month periods ended March 31, 2015 and 2014 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, 2014, is derived from the Partnership’s audited consolidated financial statements and notes thereto for the year ended December 31, 2014, 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, 2015.
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2.
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The financial statements in the Partnership’s 2014 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.
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|
On May 28, 2014, the FASB issued ASU No. 2014-09,
Revenue from Contracts with Customers
, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective on January 1, 2017.
Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Partnership is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. In April 2015, the FASB proposed to delay the effective date for public companies to January 1, 2018. The Partnership has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting.
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3.
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The Partnership has two general partners: Pope MGP, Inc. and Pope EGP, Inc. In total, these two entities own 60,000 partnership units. The allocation of distributions, profits and losses between the general and limited partners is pro rata across all units outstanding.
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4.
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ORM Timber Fund I, LP (Fund I), ORM Timber Fund II, Inc. (Fund II), and ORM Timber Fund III (REIT) Inc. (Fund III), collectively “the Funds”, were formed by Olympic Resource Management LLC (ORMLLC), a wholly owned subsidiary of Pope Resources, for the purpose of attracting 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.
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Pope Resources and ORMLLC together own 20% of Fund I and Fund II and 5% of Fund III. The Funds are consolidated into the Partnership’s financial statements based in part on ORMLLC’s controlling role as the general partner or managing member of the Funds. The consolidated financial statements exclude management fees paid by the Funds to ORMLLC as they are eliminated in consolidation. See note 5 for a breakdown of operating results before and after such eliminations. The portion of these fees, among other items of income and expense, attributed to third-party investors is reflected as an adjustment to income in the Partnership’s Condensed Consolidated Statement of Comprehensive Income under the caption “Net (income) loss attributable to noncontrolling interests - ORM Timber Funds.”
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(in thousands)
|
March 31,
2015
|
December 31,
2014 |
||||||
Assets:
|
||||||||
Cash
|
$ | 9,629 | $ | 9,523 | ||||
Other current assets
|
953 | 1,108 | ||||||
Total current assets
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10,582 | 10,631 | ||||||
Timber, timberland and roads, net of accumulated
depletion (2015 - $29,363; 2014 - $26,738)
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227,778 | 230,123 | ||||||
Other long-term assets
|
168 | 156 | ||||||
Total assets
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$ | 238,528 | $ | 240,910 | ||||
Liabilities and equity:
|
||||||||
Current liabilities excluding long-term debt
|
$ | 2,225 | $ | 1,891 | ||||
Long-term debt
|
57,380 | 57,380 | ||||||
Total liabilities
|
59,605 | 59,271 | ||||||
Funds' equity
|
178,923 | 181,639 | ||||||
Total liabilities and equity
|
$ | 238,528 | $ | 240,910 |
5.
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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 table reconciles internally reported income (loss) from operations to externally reported income (loss) from operations by business segment for the three months ended March 31, 2015 and 2014:
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6.
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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 Fund II and Fund III, 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 income per unit:
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Quarter Ended March 31
|
||||||||
(in thousands, except per unit amounts)
|
2015
|
2014
|
||||||
Net income attributable to Pope Resources' unitholders
|
$ | 7,809 | $ | 12,241 | ||||
Less:
|
||||||||
Net income attributable to unvested restricted unitholders
|
(66 | ) | (172 | ) | ||||
Preferred share dividends - ORM Timber Funds
|
(8 | ) | (8 | ) | ||||
Net income for calculation of EPS
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$ | 7,735 | $ | 12,061 | ||||
Basic and diluted weighted average units outstanding
|
4,295 | 4,386 | ||||||
Basic and diluted earnings per unit
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$ | 1.80 | $ | 2.75 |
7.
|
In the first quarter of 2015, the Partnership granted 7,550 restricted units pursuant to the management incentive compensation program. These restricted units vest ratably over four years with the grant date fair value equal to the market price on the date of grant. In addition to the restricted unit grant to management, members of our Board of Directors received 4,500 restricted units. Restricted units granted to directors are not part of the management incentive compensation program, but are included in the calculation of total equity compensation expense. These awards to directors vest 50% on the third anniversary and 50% on the fourth anniversary of the date of grant. Total equity compensation expense is recognized over the vesting period. We recognized $338,000 and $450,000 of equity compensation expense in the first quarters of 2015 and 2014, respectively, related to these incentive compensation programs.
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8.
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Supplemental disclosure of cash flow information: interest paid, net of amounts capitalized, totaled $457,000 and $311,000 for the first quarter of 2015 and 2014, respectively.
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9.
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The Partnership’s financial instruments include cash and cash equivalents, short-term investments and accounts receivable, as well as $4.4 million of funds held in escrow included in prepaid expenses and other current assets, for which the carrying amount of each represents fair value based on current market interest rates or their short-term nature. Carrying amounts of contracts receivable, although long-term, also approximate fair value based on current market rates.
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10.
|
The Partnership had an accrual for estimated environmental remediation costs of $21.4 million and $21.7 million as of March 31, 2015 and December 31, 2014, respectively. The environmental remediation liability represents management’s estimate of payments to be made to monitor and remediate certain areas in and around the townsite/millsite of Port Gamble ($21.3 million), and at Port Ludlow ($81,000), Washington.
|
Balance, | Additions | Expenditures | ||||||||||||||
beginning
|
to
|
for
|
Balance, end
|
|||||||||||||
(in thousands)
|
of Period
|
Accrual
|
Remediation
|
of Period
|
||||||||||||
Year ended December 31, 2013
|
$ | 13,942 | $ | - | $ | 701 | $ | 13,241 | ||||||||
Year ended December 31, 2014
|
13,241 | 10,000 | 1,590 | 21,651 | ||||||||||||
Quarter ended March 31, 2015
|
21,651 | - | 286 | 21,365 |
●
|
Harvest volume was 25 million board feet (MMBF) in Q1 2015 compared to 30 MMBF in Q1 2014, a 17% decrease. These harvest volume figures do not include timber deed sales of 0.6 MMBF sold by ORM Timber Fund III in Q1 2015. The harvest volume and log price realization metrics cited below also exclude these timber deed sales.
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●
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Average realized log price per thousand board feet (MBF) was $609 in Q1 2015 compared to $701 per MBF in Q1 2014, a 13% decrease.
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●
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Fund properties contributed 49% of Q1 2015 harvest volume, compared to 53% in Q1 2014.
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●
|
As a percentage of total harvest, volume sold to export markets in Q1 2015 decreased to 19% from 42% in Q1 2014, with a correspondingly larger increase in the mix of volume sold to domestic markets to 56% in Q1 2015 from 43% in Q1 2014. Pulpwood comprised 18% of the Q1 2015 harvest compared to 12% in Q1 2014.
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●
|
The percentage of total harvest comprised of Douglas-fir sawlogs dropped to 46% in Q1 2015 from 60% in Q1 2014, with an increase in the whitewood sawlog component to 24% in Q1 2015 from 22% in Q1 2014. Cedar and hardwood comprised 11% of the Q1 2015 harvest compared to 6% in Q1 2014.
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●
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Timberland acquisitions during Q1 2015: the Partnership closed on a timberland purchase of $2.9 million, adding 578 acres to the Hood Canal tree farm portion of its timberland portfolio.
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●
|
Real estate sales closed during Q1, 2015:
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●
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42 lots from our Harbor Hill project in Gig Harbor, Washington for $5.6 million.
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●
|
$4.9 million conservation easement and land sale covering 3,607 acres in Jefferson County, Washington, of which 215 acres were sold outright and the balance subject to the easement that precludes development but allows continued timberland operations.
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Quarter Ended
|
||||
(in thousands)
|
March 31,
|
|||
Net income attributable to Pope Resources' unitholders:
|
||||
2015 period
|
$ | 7,809 | ||
2014 period
|
12,241 | |||
Variance
|
$ | (4,432 | ) | |
Detail of variance:
|
||||
Fee Timber
|
||||
Log volumes (A)
|
(3,730 | ) | ||
Log price realizations (B)
|
(2,258 | ) | ||
Timber deed sales
|
211 | |||
Production costs
|
1,245 | |||
Depletion
|
257 | |||
Other Fee Timber
|
(86 | ) | ||
Timberland Management
|
(119 | ) | ||
Real Estate
|
||||
Land sales
|
(6,021 | ) | ||
Conservation easement sales
|
4,311 | |||
Timber depletion on land sale
|
(39 | ) | ||
Other Real Estate
|
(78 | ) | ||
General & administrative costs
|
132 | |||
Net interest expense
|
(171 | ) | ||
Income taxes
|
(183 | ) | ||
Noncontrolling interests
|
2,097 | |||
Total variances
|
$ | (4,432 | ) | |
(A) Volume variance calculated by extending change in sales volume by the average log sales
price for the comparison period.
|
||||
(B) Price variance calculated by extending the change in average realized price by current
period sales volume.
|
(in millions)
Quarter ended |
Log Sale
Revenue |
Other
Revenue |
Total Fee
Timber Revenue |
Gain on
Sale of Timberland |
Operating
Income |
Harvest
Volume (MMBF) |
Timber
Deed Sale Volume (MMBF) |
|||||||||||||||||||||
Partnership
|
$ | 8.3 | $ | 0.5 | $ | 8.8 | $ | - | $ | 4.1 | 12.5 | - | ||||||||||||||||
Funds
|
6.7 | 0.4 | 7.1 | - | 0.8 | 12.0 | 0.6 | |||||||||||||||||||||
Total March 2015
|
$ | 15.0 | $ | 0.9 | $ | 15.9 | $ | - | $ | 4.9 | 24.5 | 0.6 | ||||||||||||||||
Partnership
|
$ | 7.4 | $ | 0.5 | $ | 7.9 | $ | - | $ | 3.7 | 11.0 | - | ||||||||||||||||
Funds
|
4.3 | 1.0 | 5.3 | 14.6 | 15.1 | 7.4 | 2.1 | |||||||||||||||||||||
Total December 2014
|
$ | 11.7 | $ | 1.5 | $ | 13.2 | $ | 14.6 | $ | 18.8 | 18.4 | 2.1 | ||||||||||||||||
Partnership
|
$ | 10.2 | $ | 0.9 | $ | 11.1 | $ | - | $ | 6.1 | 14.0 | - | ||||||||||||||||
Funds
|
10.7 | 0.3 | 11.0 | - | 3.1 | 15.9 | - | |||||||||||||||||||||
Total March 2014
|
$ | 20.9 | $ | 1.2 | $ | 22.1 | $ | - | $ | 9.2 | 29.9 | - |
Volume (in MMBF)
|
Quarter Ended
|
||||||||||||||||||||||||
Sawlogs
|
Mar-15
|
% Total
|
Dec-14
|
% Total
|
Mar-14
|
% Total
|
|||||||||||||||||||
Douglas-fir
|
11.3 | 46 | % | 9.1 | 48 | % | 18.0 | 61 | % | ||||||||||||||||
Whitewood
|
6.0 | 25 | % | 4.9 | 27 | % | 6.7 | 22 | % | ||||||||||||||||
Pine
|
- | 0 | % | 1.4 | 8 | % | - | 0 | % | ||||||||||||||||
Cedar
|
1.3 | 5 | % | 0.5 | 3 | % | 0.7 | 2 | % | ||||||||||||||||
Hardwood
|
1.5 | 6 | % | 0.5 | 3 | % | 1.0 | 3 | % | ||||||||||||||||
Pulpwood
|
|||||||||||||||||||||||||
All Species
|
4.4 | 18 | % | 2.0 | 11 | % | 3.5 | 12 | % | ||||||||||||||||
Total
|
24.5 | 100 | % | 18.4 | 100 | % | 29.9 | 100 | % |
Quarter Ended
|
|||||||||||||
Mar-15
|
Dec-14
|
Mar-14
|
|||||||||||
Average price realizations (per MBF):
|
|||||||||||||
Sawlogs
|
|||||||||||||
Douglas-fir
|
$ | 644 | $ | 712 | $ | 765 | |||||||
Whitewood
|
555 | 599 | 695 | ||||||||||
Pine
|
n/a | 526 | n/a | ||||||||||
Cedar
|
1,509 | 1,133 | 1,406 | ||||||||||
Hardwood
|
646 | 642 | 599 | ||||||||||
Pulpwood
|
All Species
|
328 | 338 | 269 | |||||||||
Overall
|
609 | 636 | 701 |
Change to Q1 2015 from Quarter Ended
|
|||||||||||||||||
Dec-14
|
Mar-14
|
||||||||||||||||
$/MBF
|
%
|
$/MBF
|
%
|
||||||||||||||
Sawlogs
|
Douglas-fir
|
$ | (68 | ) | -10 | % | $ | (121 | ) | -16 | % | ||||||
Whitewood
|
(44 | ) | -7 | % | (140 | ) | -20 | % | |||||||||
Pine
|
n/a | n/a | n/a | n/a | |||||||||||||
Cedar
|
376 | 33 | % | 103 | 7 | % | |||||||||||
Hardwood
|
4 | 1 | % | 47 | 8 | % | |||||||||||
Pulpwood
|
All Species
|
(10 | ) | -3 | % | 59 | 22 | % | |||||||||
Overall
|
(27 | ) | -4 | % | (92 | ) | -13 | % |
Q1 2015 | Q4 2014 | Q1 2014 | ||||||||||||||||||||||||||||||||||
Volume
|
Volume
|
Volume
|
||||||||||||||||||||||||||||||||||
Destination
|
MMBF
|
%
|
Price
|
MMBF
|
%
|
Price
|
MMBF
|
%
|
Price
|
|||||||||||||||||||||||||||
Export brokers
|
4.7 | 19 | % | $ | 665 | 4.1 | 22 | % | $ | 687 | 12.5 | 42 | % | $ | 793 | |||||||||||||||||||||
Domestic mills
|
15.4 | 63 | % | 673 | 12.3 | 67 | % | 667 | 13.9 | 46 | % | 728 | ||||||||||||||||||||||||
Pulpwood
|
4.4 | 18 | % | 328 | 2.0 | 11 | % | 338 | 3.5 | 12 | % | 269 | ||||||||||||||||||||||||
Subtotal
|
24.5 | 100 | % | 609 | 18.4 | 100 | % | 636 | 29.9 | 100 | % | 701 | ||||||||||||||||||||||||
Timber deed sale
|
0.6 | 357 | 2.1 | 370 | - | |||||||||||||||||||||||||||||||
Total
|
25.1 | 20.5 | 29.9 |
(in thousands)
Quarter ended
|
Harvest,
Haul and
Tax
|
Depletion
|
Other
|
Total Fee
Timber
Cost of
Sales
|
Harvest
Volume
(MMBF)
|
Timber
Deed Sale
Volume
(MMBF)
|
||||||||||||||||||
Partnership
|
$ | 2,908 | $ | 582 | $ | 148 | $ | 3,638 | 12.5 | - | ||||||||||||||
Funds
|
3,136 | 2,629 | 199 | 5,964 | 12.0 | 0.6 | ||||||||||||||||||
Total March 2015
|
$ | 6,044 | $ | 3,211 | $ | 347 | $ | 9,602 | 24.5 | 0.6 | ||||||||||||||
Partnership
|
$ | 2,456 | $ | 521 | $ | 154 | $ | 3,131 | 11.0 | - | ||||||||||||||
Funds
|
1,741 | 2,289 | 142 | 4,172 | 7.4 | 2.1 | ||||||||||||||||||
Total December 2014
|
$ | 4,197 | $ | 2,810 | $ | 296 | $ | 7,303 | 18.4 | 2.1 | ||||||||||||||
Partnership
|
$ | 2,910 | $ | 664 | $ | 335 | $ | 3,909 | 14.0 | - | ||||||||||||||
Funds
|
4,266 | 2,773 | 156 | 7,195 | 15.9 | - | ||||||||||||||||||
Total March 2014
|
$ | 7,176 | $ | 3,437 | $ | 491 | $ | 11,104 | 29.9 | - | ||||||||||||||
(Amounts per MBF)
Quarter ended
|
Harvest,
Haul and
Tax *
|
Depletion *
|
||||||
Partnership
|
$ | 233 | $ | 47 | ||||
Funds
|
261 | 209 | ||||||
Total March 2015
|
$ | 247 | $ | 128 | ||||
Partnership
|
$ | 223 | $ | 48 | ||||
Funds
|
235 | 241 | ||||||
Total December 2014
|
$ | 228 | $ | 137 | ||||
Partnership
|
$ | 208 | $ | 48 | ||||
Funds
|
268 | 174 | ||||||
Total March 2014
|
$ | 240 | $ | 115 | ||||
* 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.
|
(in thousands, except invested
|
Quarter Ended
|
|||||||
capital, volume and acre data)
|
Mar-15
|
Mar-14
|
||||||
Revenue internal
|
$ | 834 | $ | 875 | ||||
Intersegment eliminations
|
(834 | ) | (875 | ) | ||||
Revenue external
|
$ | - | $ | - | ||||
Operating income internal
|
$ | 23 | $ | 111 | ||||
Intersegment eliminations
|
(752 | ) | (721 | ) | ||||
Operating loss external
|
$ | (729 | ) | $ | (610 | ) | ||
Invested capital (in millions)
|
$ | 253 | $ | 239 | ||||
Acres owned by Funds
|
80,000 | 91,000 | ||||||
Harvest volume - Funds (MMBF)
|
12.6 | 15.9 |
●
|
Commercial, business park, and residential 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.
|
Three months
|
Three months
|
|||||||||||
ended
|
ended
|
|||||||||||
(in thousands)
|
Mar-15
|
Change
|
Mar-14
|
|||||||||
Cash provided by operations
|
$ | 9,122 | $ | (11,094 | ) | $ | 20,216 | |||||
Maturity of short-term investments
|
1,000 | 1,000 | - | |||||||||
Reforestation and roads
|
(426 | ) | (124 | ) | (302 | ) | ||||||
Buildings and equipment
|
(136 | ) | (57 | ) | (79 | ) | ||||||
Timberland acquisition - Partnership
|
(2,876 | ) | (2,876 | ) | - | |||||||
Cash used in investing activities
|
(2,438 | ) | (2,057 | ) | (381 | ) | ||||||
Financing activities
|
||||||||||||
Repayment of long-term debt
|
(27 | ) | 2 | (29 | ) | |||||||
Cash distributions to unitholders
|
(2,818 | ) | (369 | ) | (2,449 | ) | ||||||
Proceeds from preferred stock issuance - ORM Timber Funds
|
- | (125 | ) | 125 | ||||||||
Payroll taxes paid upon unit net settlements
|
(107 | ) | 89 | (196 | ) | |||||||
Excess tax benefit of equity-based compensation
|
5 | 5 | - | |||||||||
Cash distributions to fund investors, net of
|
||||||||||||
distributions to Partnership
|
(1,660 | ) | 1,559 | (3,219 | ) | |||||||
Cash used in financing activities
|
(4,607 | ) | 1,161 | (5,768 | ) | |||||||
Net increase in cash and cash equivalents
|
$ | 2,077 | $ | (11,990 | ) | $ | 14,067 | |||||
|
(a)
|
There have been no material changes in the procedures for shareholders of the Partnership’s general partner to nominate directors to the board.
|
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/ John D. Lamb
|
||
John Lamb
|
||
Vice President and Chief Financial Officer
|
||
(Principal Financial Officer)
|
||
By:
/s/ Sean M. Tallarico
|
||
Sean M. Tallarico
|
||
Controller
|
||
(Principal Accounting Officer)
|
By: | ||
Authorized Agent
|
By: | |||
Thomas M. Ringo, President and CEO |
By: | ||
Authorized Agent |
By: | |||
Thomas M. Ringo, President and CEO |
Pricing
Level
|
Consolidated
Interest Coverage
Ratio
|
Applicable
Margin
for Base Rate and
Letter of Credit
Fee
|
Applicable
Margin for Fixed
Rate Options
|
Unused
Commitment
Fee
|
I
|
>
3.00:1.00
|
1.50%
|
1.50%
|
0.10%
|
II
|
>
2.00:1.00
|
1.75%
|
1.75%
|
0.15%
|
III
|
< 2.00:1.00
|
2.00%
|
2.00%
|
0.20%
|
Mortgage, Financing Statement and Fixture Filing dated June 10, 2010 (Kitsap County);
|
Mortgage, Financing Statement and Fixture Filing dated June 10, 2010 (Jefferson County);
|
Mortgage, Financing Statement and Fixture Filing dated June 10, 2010 (Lewis County);
|
Mortgage, Financing Statement and Fixture Filing dated June 10, 2010 (Mason County);
|
Mortgage, Financing Statement and Fixture Filing dated June 10, 2010 (Skamania County);
|
By: | |
Thomas M. Ringo, President and CEO
|
To:
Technical Accounting Services
Northwest Farm Credit Services, PCA
1700 South Assembly Street
Spokane, WA 99224-2121
|
P. O. Box 2515
Spokane, WA 99220-2515
|
Fax: 509-340-5508
Tel.: 1-800-216-4535
|
o
New Advance
o
Base Rate Loan Segment
o
Fixed Rate Loan Segment Currently Priced Under Fixed Rate Option __________
Principal Amount ________________________________________________
To New Fixed Rate Option _________________________________________
To be Effective (Date) ____________________________________________
|
POPE RESOURCES, A DELAWARE LIMITED | ||||
PARTNERSHIP | ||||
Date: | By: | |||
Authorized Agent |
NORTHWEST FARM CREDIT SERVICES, PCA | ||||
Date: | By: | |||
Authorized Agent
|
|
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: May 8, 2015 | /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:
|
|
(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)
|
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
|
|
(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: May 8, 2015 | /s/ John D. Lamb |
John D. Lamb | |
Chief Financial Officer |
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company as of, and for, the periods presented in the Report.
|
(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.
|