<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For Second Quarter Ending June 30, 1997
OR
[ ] TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 1-9035
POPE RESOURCES, A DELAWARE
LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
DELAWARE 91-1313292
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification Number)
19245 10TH AVENUE NE, POULSBO, WA 98370
Telephone: (360) 697-6626
(Address of principal executive offices including zip code)
(Registrant's telephone number including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [X]
1
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P A R T I
ITEM 1
Financial Statements
2
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CONSOLIDATED BALANCE SHEETS (Unaudited)
Pope Resources
June 30, 1997 and December 31, 1996
<TABLE>
<CAPTION>
(Thousands) 1997 1996
------- -------
<S> <C> <C>
Assets
Current assets:
Cash $ 3,483 $ 3,741
Accounts receivable 1,105 517
Work in progress 9,648 10,522
Current portion of contracts receivable 964 1,251
Prepaid expenses and other 598 317
------- -------
Total current assets 15,798 16,348
------- -------
Properties and equipment at cost:
Land and land improvements 15,121 15,047
Roads and timber (net of
accumulated depletion) 11,070 11,030
Buildings and equipment (net of
accumulated depreciation) 10,813 9,600
------- -------
37,004 35,677
------- -------
Other assets:
Contracts receivable, net of current portion 1,518 1,561
Unallocated amenities and project costs 934 936
Loan fees and other 73 77
------- -------
2,525 2,574
------- -------
$55,327 $54,599
======= =======
Liabilities and Partners' Capital
Current liabilities:
Accounts payable $ 720 $ 692
Accrued liabilities 289 586
Current portion of long-term debt 337 325
Deposits 70 110
------- -------
Total current liabilities 1,416 1,713
------- -------
Deficit in investment in joint venture 373 316
Long-term debt, net of current portion 14,233 14,403
Other long-term liabilities 275 275
Deferred profit on contracts receivable 257 276
Partners' capital 38,773 37,616
------- -------
$55,327 $54,599
======= =======
</TABLE>
3
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CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
Pope Resources
Three Months and Six Months Ended June 30, 1997 and 1996
(Thousands, except per unit data)
<TABLE>
<CAPTION>
Three Months Ended June 30 Six Months Ended June 30
-------------------------- -------------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 7,526 $ 9,282 $ 14,607 $ 17,975
Cost of sales (3,379) (3,822) (5,851) (6,885)
Selling and administration expenses (3,061) (1,900) (5,624) (3,186)
-------- -------- -------- --------
Income from operations 1,086 3,560 3,132 7,904
-------- -------- -------- --------
Other income (expense):
Interest expense (375) (348) (701) (714)
Interest income 145 84 211 144
Equity in losses of joint venture (117) (87) (220) (231)
-------- -------- -------- --------
(347) (351) (710) (801)
-------- -------- -------- --------
Net income $ 739 $ 3,209 $ 2,422 $ 7,103
======== ======== ======== ========
Allocable to general partners $ 7 $ 32 $ 24 $ 71
Allocable to limited partners 732 3,177 2,398 7,032
-------- -------- -------- --------
$ 739 $ 3,209 $ 2,422 $ 7,103
======== ======== ======== ========
Net income per partnership unit $ 0.82 $ 3.55 $ 2.68 $ 7.86
======== ======== ======== ========
</TABLE>
4
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Pope Resources
Six Months Ended June 30, 1997 and 1996
<TABLE>
<CAPTION>
(Thousands) 1997 1996
------- -------
<S> <C> <C>
Net cash flows from operating activities $ 3,348 $ 7,999
Cash flows from investing activities:
Capital expenditures (2,020) (1,100)
Joint venture investment (163) (125)
------- -------
Net cash used in investing activities (2,183) (1,225)
------- -------
Cash flows from financing activities:
Partnership units repurchased
Cash distributions to unitholders (1,265)
Repayment of long-term debt (158) (3,127)
------- -------
Net cash used in financing activities (1,423) (3,127)
------- -------
Net increase (decrease) in cash and cash equivalents (258) 3,647
Cash and cash equivalents at beginning of year 3,741 987
------- -------
Cash and cash equivalents at end of quarter $ 3,483 $ 4,634
======= =======
</TABLE>
5
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POPE RESOURCES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
June 30, 1997
1. The consolidated financial statements have been prepared by the
Partnership without an audit and are subject to year-end adjustments.
Certain information and footnote disclosures in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of the Partnership, the accompanying
consolidated balance sheets as of June 30, 1997 and December 31, 1996
and the consolidated statements of income for the three months and six
months ending June 30, 1997 and 1996 and cash flows for the six months
ending June 30, 1997 and 1996 contain all adjustments necessary to
present fairly the financial statements referred to above. The results
of operations for any interim period are not necessarily indicative of
the results to be expected for the full year.
2. The financial statements in the Partnership's 1996 annual report on Form
10-K include a summary of significant accounting policies of the
Partnership and should be read in conjunction with this Form 10-Q.
3. Net income per unit is based on 903,894 units.
4. Supplemental disclosure of cash flow information: Interest paid amounted
to approximately $676,000 and $724,000 for the six months ended June 30,
1997 and 1996, respectively.
6
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ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Unaudited)
June 30, 1997
This discussion should be read in conjunction with the Partnership's
consolidated financial statements included with this report.
Results of Operations
Timberland Resources
The Partnership harvested the following timber:
<TABLE>
<CAPTION>
Softwood Hardwood
Year Total Sawlogs Sawlogs Pulp Logs
------------------ --------------- --------------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
MMBF $/MBF MMBF $/MBF MMBF $/MBF MMBF $/MBF
---- ----- ---- ----- ---- ----- ---- -----
Jan - Jun 1997 15.6 639 12.4 743 .3 425 2.9 210
Jan - Jun 1996 19.5 649 14.3 798 .5 491 4.7 208
</TABLE>
Timber revenue for the six months ended June 30, 1997 and 1996 was $10,013,000
and $13,020,000, respectively.
During the first quarter of 1997 the export log market experienced a price
decline. In response to this price decline in the export market, we deferred
both first and second-quarter log production into the second half of the year.
As a result, year-to-date 1997 export volumes lag 1996 levels by 22%. We also
shifted the production mix away from the highest valued large-diameter export
market segment due to excessive west coast log inventories. Production has
consequently been heavier in lower-valued domestic and small-diameter export
market segments to allow inventories to draw down and markets to strengthen.
This mix shift resulted in an 11% decline between 1997 and 1996 in the
year-to-date average log price. The combined volume and mix adjustments resulted
in a 31% decline between 1997 and 1996 in export log revenues. Given our low
cost basis in logs, this revenue decline flows right to the bottom line.
Domestic log prices during the first half of 1997 were very similar to those
realized in early 1996. Pulp and hardwood log prices, however, softened
considerably in the first quarter and rebounded in the second quarter, compared
to the end of 1996.
The Partnership sells its logs and trees into two major markets: export and
domestic markets. Indirect sales to the export market totaled 50% and 55% of
total timber revenues for the six month periods ending June 30, 1997 and 1996,
respectively. The export demand for logs is directly affected by the demand from
Asian countries. Since the Partnership's export logs are sold primarily into the
Japanese log market, the strength of the Japanese housing industry and the
relative strength of the United States dollar directly affect the demand for
export logs. The export market weakened in the first quarter due to high
Japanese inventory levels coupled with high west coast log inventories.
The domestic demand for logs is directly affected by the level of new home
construction and repair and remodel business activity. Changes in general
economic and demographic factors have historically caused fluctuations in
housing starts. This in turn affects demand for lumber and commodity wood prices
which drives the demand for logs. There continues to be a declining number of
domestic sawmills in the company's operating region as lumber manufacturing
capacity is rationalized and consolidated into larger facilities. As the number
of sawmills has declined, management has thus far been successful in finding
replacement outlets for its domestic logs. Management does not believe the
decline in domestic sawmills will materially impact its near-term operations but
nonetheless is continuing to explore additional outlets for its domestic logs.
7
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Property Development
Property development revenues for the periods ended June 30, 1997 and 1996, were
$3,657,000 and $4,956,000, respectively. Property development consists of
residential development and income-producing properties. Residential development
consists of the sale of single-family homes, finished lots and undeveloped
acreage. Income-producing properties consist of providing water and sewer
services to properties in the Port Ludlow area; a marina, golf course,
commercial center and RV park operated by the Partnership; certain Port Gamble
parcels leased to individuals; and a restaurant/lounge and related facilities
leased to and operated by Village Resorts, Inc.
Revenue from residential development totaled $2,408,000 and $2,929,000 for the
quarters ended June 30, 1997 and 1996, respectively. Recognition of deferred
revenue of $544,000 was included in the quarters ended June 30, 1996. The
Partnership's largest development is in Port Ludlow, Washington. During the
first two quarters of 1997 the Partnership's development at Port Ludlow
generated revenues of $2,153,000 on 13 finished lot sales and 5 home sales. This
compares to the prior year's comparable period sales of $2,199,000 on 4 finished
lot sale, and 6 home sales. The revenue per sale depends on the quality and size
of the home, the subdivision, and the location of the lot. 1997's sales to date
have been buoyed by the continuing strength in the Puget Sound economy and
favorable interest rate environment.
The Partnership's inventory consists of a wide variety of subdivisions
encompassing a broad spectrum of prices in several locales. The Partnership
remains in the planning and entitlement phases for several developments located
in the West Puget Sound region. The City of Bremerton approved the request for
preliminary planned unit development status on a 270 acre property, and
increased the industrial portion to 60 acres. Construction of the off-site sewer
will begin next month and should be completed in the fourth quarter. With
respect to other properties, we continue to work with officials in Gig Harbor
regarding the process under which future development may occur on the Gig Harbor
parcel. The Kingston residential development consisting of 750 acres and 765
units awaits entitlements and sewage infrastructure.
Revenue from Income-producing properties totaled $ 2,186,000 and $2,027,000 for
the periods ending June 30, 1997 and 1996, respectively. Operations were fairly
consistent for the periods ending June 30, 1997 and 1996 and management expects
future revenues to continue to increase. As of January 1, 1996 the Partnership
assumed responsibility for management of the Port Gamble townsite from Pope &
Talbot, Inc. A planning process is underway to determine how best to optimize
the values inherent in both Port Gamble's historic core and its attendant
acreage.
Other
The Partnership is a joint venture partner in a 36-room inn at Port Ludlow. For
the first two quarters of 1997 the inn showed an increase in occupancy over the
first two quarters of 1996, but nevertheless below expectations. Management of
the joint venture is working hard to create innovative ways to increase
occupancy and revenues. The Partnership's share of joint venture losses were
$220,000 and $231,000 for the first two quarters of 1997 and 1996, respectively.
On March 14, 1997 Pope Resources marked a watershed event in conjunction with a
meeting of our unitholders. In an overwhelming show of support, the partners
authorized the company's launch of a new strategic initiative called the
Investor Portfolio Management Business. The vehicle for this initiative will be
Olympic Resource Management, LLC which will seek out investors interested in
developing risk-diversified portfolios of timber and land. We will generate fee
income from our investor clients as we acquire properties to place into these
portfolios as well as by managing the acquired assets. We expect considerable
progress to be made this year in proving out the Investor Portfolio Management
Business (IPMB) strategy.
Selling, general and administrative expenses were $ 5,624,000 and $3,186,000 for
the six months ending June 30, 1997 and 1996, respectively. The increase in
expenses primarily relates to the following: payroll and employee related costs
such as education, insurance, travel and entertainment, and professional
services related to computer technology to enhance our internal systems to
remain competitive, expenses related to the proxy statement and unitholder
holder vote held on March 14, 1997, and costs associated with the
above-mentioned strategic initiative.
8
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Liquidity and Capital Resources
Funds generated internally through operations and externally through financing
will provide the required resources for the Partnership's real estate
development and capital expenditures. Management considers its capital resources
to be adequate for its real estate development plans, both in the near-term and
on a long-term basis. At June 30, 1997, the Partnership had available an unused
$20 million bank loan commitment.
Management has considerable discretion to increase or decrease the level of logs
cut and thus drive net income and cash flow up or down assuming, of course, log
prices and demand remain stable. Management's current plan is to harvest
approximately 32 million board feet of timber in 1997 which compares to 32
million board feet in 1996. Since harvest plans are based on demand, price and
cash needs, actual harvesting may vary subject to management's on-going review.
Cash provided by operating activities generated $3,348,000 for the first half of
1997, and overall cash and cash equivalents decreased by $258,000. The cash
generated was primarily used for capital expenditures of $2,020,000, and
repayments of long-term debt of $158,000.
The Partnership declared a cash distribution of $.70 per unit payable on June
16, 1997 to unitholders of record as of May 31, 1997. The practice of the
Partnership has been to make annual cash distributions only for the purpose of
defraying the federal and state tax liability of unitholders on their
flow-through share of Partnership net income and as approved from time to time
by the managing general partner. In 1997, the Partnership expects to make
quarterly distributions which coincide with tax payment due dates.
9
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PART II
ITEM 4
Submission of Matters to a Vote of Security Holders
ITEM 5
Other Information
Each officer (as defined) of the Company is required to report to the Securities
and Exchange Commission, by a specified date, his or her initial statement or
beneficial ownership of securities, even if no securities are beneficially
owned. Mr. Craig L. Jones was appointed as Senior Vice President and Secretary
on September 1, 1996, and through an administrative error did not file his
initial statement of beneficial ownership of securities. This error was
rectified on January 21, 1997. To the Partnership's knowledge, the Partnership
has complied with all other filing requirements.
The Partnership mailed a summary quarterly report to unitholders on August 4,
1997. Such report contained incorrect amounts for "Revenues" and for "Selling
and administration expenses" for both the three months ended June 30, 1997 and
the six months ended June 30, 1997. The respective Revenues amounts for the
three months and six months ended June 30, 1997 are $7,526,000 and $14,607,000.
The respective Selling and administrative expenses for the three months and six
months ended June 30, 1997 are $3,061,000 and $5,624,000, respectively. This
10-Q report contains correct numbers.
ITEM 6
Exhibits and Reports on Form 8-K
None.
10
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POPE RESOURCES
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
POPE RESOURCES,
A Delaware Limited Partnership
------------------------------------
Registrant
Date: August 14, 1997 By: POPE MGP, Inc.
------------------------------------
Managing General Partner
Date: August 14, 1997 By:
------------------------------------
Gary F. Tucker
President and Chief Executive Officer
Date: August 14, 1997 By:
------------------------------------
Thomas M. Ringo
Sr. Vice President-Finance & Client
Relations
(Principal Financial Officer)
Date: August 14, 1997 By:
------------------------------------
Meredith R. Green
Treasurer/Controller
(Principal Accounting Officer)
11
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> JUN-30-1997
<CASH> 3,403
<SECURITIES> 0
<RECEIVABLES> 1,105
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 15,798
<PP&E> 47,890
<DEPRECIATION> 10,886
<TOTAL-ASSETS> 55,327
<CURRENT-LIABILITIES> 1,416
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 38,773
<TOTAL-LIABILITY-AND-EQUITY> 55,327
<SALES> 14,607
<TOTAL-REVENUES> 14,607
<CGS> 3,379
<TOTAL-COSTS> 3,379
<OTHER-EXPENSES> 3,061
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 3,132
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,422
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,422
<EPS-PRIMARY> 2.68
<EPS-DILUTED> 2.68
</TABLE>
