SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) June 30, 2003 ------------- Pope Resources, A Delaware Limited Partnership (Exact name of registrant as specified in its charter) Delaware 91-1313292 -------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 19245 Tenth Avenue NE, Poulsbo, Washington 98370 ------------------------------------------------ (Address of principal executive offices) (ZIP Code) Registrant's telephone number, including area code (360) 697-6626 -------------- NOT APPLICABLE -------------- (Former name or former address, if changed since last report.)INFORMATION TO BE INCLUDED IN THE REPORT ---------------------------------------- Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On July 21, 2003 the registrant issued a press release relating to its earnings for the quarter ended June 30, 2003. A copy of that press release is attached hereto as Exhibit 99.1. Item 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit No. Description - ---------- ----------- 99.1 Press release of the registrant dated July 21, 2003 SIGNATURES - ---------- Pursuant to the requirements of Section 13 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 DATE: July 21, 2003 BY: /s/ Thomas M. Ringo ------------------- Thomas M. Ringo Vice President and Chief Financial Officer, Pope Resources, A Delaware Limited Partnership, and Pope MGP, Inc., General Partner
Exhibit 99.1 Pope Resources Reports Second Quarter Earnings of $1.3 Million POULSBO, Wash.--(BUSINESS WIRE)--July 21, 2003--Pope Resources (Nasdaq:POPEZ) reported net income of $1.3 million, or 29 cents per diluted ownership unit, on revenues of $7.5 million for the second quarter ended June 30, 2003. This compares to net income of $1.6 million, or 35 cents per diluted ownership unit, on revenues of $9.9 million, for the same period in 2002. Net income for the six months ended June 30, 2003 totaled $2.6 million, or 57 cents per diluted ownership unit, on revenues of $14.8 million. Net income for the corresponding period in 2002 totaled $1.6 million, or 35 cents per diluted ownership unit, on revenues of $15.8 million. "Our first half results compare favorably with those from the same period in 2002 primarily due to a decision to front-load our annual timber production volume in 2003," said David L. Nunes, President and CEO. "We have produced nearly 60% of our planned log volume for the year in these first six months, while last year at this time we were at 50% of our annual production. This front-loading of 2003 log production has been intentional because we expected going into this year that prices would soften as the year progressed. We have, in fact, seen this pattern unfold. Log prices have been soft and we expect this softness to continue over the balance of the year. Year-to-date results in 2003 for our Real Estate segment are much improved over last year's comparable period due primarily to $895,000 of expense accruals recorded in the second quarter of 2002 that did not recur in 2003. Offsetting a good portion of these improvements, however, is the decline in income from our third-party Timberland Management and Consulting segment associated with significantly reduced acres under management in 2003. Adjusting for this lower business activity level, overhead costs have been commensurately trimmed in 2003 by 20% on a comparative year-to-date basis. While market conditions remain weak, we remain confident that the organizational changes put in place over the past year will help to improve our overall competitiveness and profitability." Fee Timber Operating income from Fee Timber operations totaled $2.7 million in the second quarter of 2003 versus $3.4 million in the second quarter of last year. Harvest volume of 12.7 million board feet (MMBF) was down 1.9 MMBF, or 13% lower compared with the harvest volume in the same quarter a year ago. The Partnership's weighted average log price of $482 per thousand board feet (MBF) for the second quarter of 2003 was down $9/MBF or 2% from the second quarter of 2002, and down $13/MBF or 3% from the first quarter of 2003. Average export log prices realized were up $33/MBF or 6% in the second quarter of 2003 compared with the second quarter of 2002, but declined $28/MBF or 5% in the second quarter of 2003 from the first quarter of 2003. The continuing weak export market is evidenced by the fact that approximately 10% of our overall production was sold into this market in the second quarter of 2003 compared to nearly 24% of total production two years ago. In our domestic log market, soft lumber pricing due to excess supply pushed log prices down $12/MBF or 2% lower per MBF in the current quarter compared to the second quarter of 2002, but still the Partnership managed an increase of $8/MBF or 2% increase when compared to the first quarter of 2003. For the first six months of 2003, operating income was $5.8 million compared to $5.0 million for the first six months of 2002. Harvest volume of 25.8 MMBF for the first six months of 2003 was up over 4.1 MMBF, or 19% higher compared with the harvest level in the same period a year ago, again owing to our front-loading of planned volume for the year. The Partnership's weighted average log price of $489/MBF for the first six months of 2003 was down $5/MBF or 1% from the comparable period in 2002. Average export log prices realized were up $38/MBF or 7% in the first six months of 2003 compared with the same period in 2002. In our domestic log market, average log prices were down $19/MBF or 3% in the first six months of 2003 compared with the same period in 2002. Overall log realizations benefited from significantly higher hardwood log prices, which increased $76/MBF or 16% for the first six months of 2003 compared with the same period in 2002. For the balance of 2003 the Partnership expects to harvest approximately 19 MMBF for a total annual harvest of 45 MMBF, an annual cut that is anticipated to be sustainable for the foreseeable future. Timberland Management & Consulting This segment generated operating losses of $194,000 and $323,000 for the second quarter and first six months of 2003, respectively. For the second quarter and first six months of 2002, this segment generated operating income of $422,000 and $514,000, respectively. The Partnership's acres under management have declined significantly since late 2002 with the expiration of a major contract at December 31, 2002. This factor has contributed approximately $500,000 to the negative variance between 2003 and 2002 year-to-date results. Real Estate For the second quarter of 2003, the Real Estate segment recorded operating income of $230,000 compared to an operating loss of $960,000 for the comparable period in 2002. The second quarter of 2003 results reflect a $400,000 gain on the $591,000 sale of a 6-acre parcel in Everett, Washington while the second quarter of 2002 results were greatly influenced by two accruals totaling $895,000: one for environmental cleanup in Port Gamble ($730,000) and the other for home warranty liabilities in Port Ludlow ($165,000). Prior to those accruals, the segment generated an operating loss of $65,000 for the second quarter of 2002. For the first six months of 2003 and 2002, the Real Estate segment recorded operating losses of $66,000 and $1.1 million, respectively. The disparity in comparative year-to-date results is due principally to the aforementioned 2002 expense accruals of $895,000. Prior to these accruals, the segment generated an operating loss of $233,000 for the first six months of 2002. General and Administrative General and administrative costs for the second quarter 2003 declined by 26% from the second quarter of 2002 to $723,000, reflecting reductions in the Partnership's overhead cost structure in response to the loss of acres under management at the end of 2002. Year-to-date costs of $1.5 million are 20% below the comparable level in 2002 due to the same reduction in acres under management. Capital expenditures for the first six months of 2003 and 2002 were $716,000 and $1.1 million, respectively. The Partnership's debt to total capitalization ratio was 45% as of June 30, 2003, down from 48% at the end of the second quarter of 2002 and 47% from the end of 2002. About Pope Resources Pope Resources, a publicly traded limited partnership, and its subsidiaries Olympic Resource Management and Olympic Property Group, own or manage nearly 235,000 acres of timberland and development property in Washington, Oregon, and California. In addition, we provide forestry consulting and timberland management services to third-party owners and managers of timberland. The company and its predecessor companies have owned and managed timberlands and development properties for more than 150 years. Additional information on the company can be found at www.orm.com. The contents of our website are not incorporated into this release or into our filings with the Securities and Exchange Commission. This press release contains a number of projections and statements about our expected financial condition, operating results, business plans and objectives. These statements reflect management's estimates based on current goals and its expectations about future developments. Because these statements describe our goals, objectives, and anticipated performance, they are inherently uncertain, and some or all of these statements may not come to pass. Accordingly, they should not be interpreted as promises of future management actions or financial performance. Our future actions and actual performance will vary from current expectations and under various circumstances these variations may be material and adverse. Some of the factors that may cause actual operating results and financial condition to fall short of expectations are set forth in that part of our Annual Report on Form 10-K entitled "Management's Discussion & Analysis of Financial Condition and Results of Operation -- Risks and Uncertainties." Other issues that may have an adverse and material impact on our business, operating results, and financial condition include those risks and uncertainties discussed in our other filings with the Securities and Exchange Commission, as well as factors that affect our ability to respond adequately to fluctuations in the market prices for our products; environmental and land use regulations that limit our ability to harvest timber and develop property; labor, equipment and transportation costs that affect our net income; and economic conditions that affect consumer demand for our products and the prices we receive for them. The Company considers earnings (net income or loss) before interest expense, income taxes, depreciation, depletion and amortization (EBITDDA) to be a relevant and meaningful indicator of liquidity and earnings performance commonly used by investors, financial analysts and others in evaluating companies in its industry and, as such, has provided this information in addition to the generally accepted accounting principle-based presentation of net income or loss. Pope Resources, A Delaware Limited Partnership Unaudited CONSOLIDATED STATEMENTS OF OPERATIONS (all amounts in $000's) Three months Six months ended ended June 30, June 30, 2003 2002 2003 2002 Revenues $7,480 $9,935 $14,792 $15,772 Costs and expenses: Cost of sales (3,192) (3,789) (6,126) (5,515) Operating expenses (2,289) (4,294) (4,668) (7,667) Operating income 1,999 1,852 3,998 2,590 Interest, net (694) (682) (1,408) (1,424) Minority interest - (32) - (32) Income before income taxes 1,305 1,138 2,590 1,134 Income tax benefit/(provision) (9) 425 (3) 441 Net income 1,296 1,563 2,587 1,575 Average units outstanding - Basic (000's) 4,518 4,518 4,518 4,518 Average units outstanding - Diluted (000's) 4,519 4,520 4,519 4,520 Basic net income per unit $ 0.29 $ 0.35 $ 0.57 $ 0.35 Diluted net income per unit $ 0.29 $ 0.35 $ 0.57 $ 0.35 CONSOLIDATED BALANCE SHEETS (all amounts in $000's) June 30, 2003 2002 Assets: Cash and short-term investments $7,602 $3,709 Other current assets 2,092 3,062 Roads and timber 49,033 50,900 Properties and equipment 23,543 23,391 Other assets 3,188 3,761 Total 85,458 84,823 Liabilities and partners' capital: Current liabilities 3,192 4,994 Long-term debt, excluding current portion 36,057 37,025 Other long-term liabilities 468 554 Total liabilities 39,717 42,573 Partners' capital 45,741 42,250 Total 85,458 84,823 RECONCILIATION BETWEEN NET INCOME AND EBITDDA (all amounts in $000's) Three months ended 30-Jun-03 30-Jun-02 31-Mar-03 Net income $1,296 $1,563 $1,291 Added back: Interest, net 694 682 714 Depletion 811 1,040 843 Depreciation and amortization 162 200 167 Income tax expense 9 - - Less: Income tax benefit - (425) (6) EBITDDA $2,972 $3,060 $3,009 RECONCILIATION BETWEEN CASH FROM OPERATIONS AND EBITDDA (all amounts in $000's) Three months ended 30-Jun-03 30-Jun-02 31-Mar-03 Cash from operations $1,960 $4,069 $1,947 Added back: Change in working capital 328 - 372 Interest 694 682 714 Deferred profit - 14 - Other - 11 9 Less: Change in working capital - (1,046) - Deferred profit (2) - (27) Income tax benefit - (425) (6) Other (8) (245) - EBITDDA $2,972 $3,060 $3,009 SEGMENT INFORMATION (all amounts in $000's) Three months Six months ended ended June 30, June 30, 2003 2002 2003 2002 Revenues: Fee Timber $6,338 $7,350 $13,113 $11,324 Timberland Management & Consulting (TM&C) 299 1,922 683 3,542 Real Estate 843 663 996 906 Total 7,480 9,935 14,792 15,772 EBITDDA: Fee Timber 3,531 4,433 7,561 6,629 TM&C (180) 473 (289) 623 Real Estate 250 (946) (27) (1,099) General & administrative (629) (900) (1,264) (1,633) Total 2,972 3,060 5,981 4,520 Depreciation, depletion and amortization: Fee Timber 845 1,068 1,719 1,597 TM&C 14 51 34 109 Real Estate 20 14 39 29 General & administrative 94 107 191 227 Total 973 1,240 1,983 1,962 Operating income/(loss): Fee Timber 2,686 3,365 5,842 5,032 TM&C (194) 422 (323) 514 Real Estate 230 (960) (66) (1,128) General & administrative (723) (975) (1,455) (1,828) Total 1,999 1,852 3,998 2,590 SELECTED STATISTICS Three months ended Six months ended 30-Jun-03 30-Jun-02 30-Jun-03 30-Jun-02 Log sale volumes (thousand board feet): Export conifer 1,203 1,406 2,633 2,672 Domestic conifer 8,939 10,960 18,226 15,442 Pulp conifer 2,069 1,904 3,748 2,845 Hardwoods 464 329 1,234 778 --------- --------- --------- --------- Total 12,675 14,599 25,841 21,737 ========= ========= ========= ========= Average price realizations (per thousand board feet): Export conifer $564 $531 $579 $541 Domestic conifer 532 544 528 547 Pulp conifer 200 164 216 167 Hardwoods 563 459 543 467 Overall 482 491 489 494 Owned acres 112,200 112,200 112,200 112,200 Acres under management 123,597 455,553 123,597 455,553 Capital expenditures ($000's) 303 729 716 1,142 Depletion ($000's) 811 1,040 1,654 1,546 Depreciation ($000's) 162 200 329 416 Debt to total capitalization 45% 48% 45% 48% QUARTER TO QUARTER COMPARISONS (Amounts in $000's except per unit data) Q2 2003 vs. Q2 Q2 2003 vs. Q1 2002 2003 Total Per Unit Total Per Unit Net income: 2nd Quarter 2003 1,296 0.29 1,296 0.29 1st Quarter 2003 1,291 0.29 2nd Quarter 2002 1,563 0.35 Variance (267) (0.06) 5 0.00 Detail of earnings variance: Fee Timber Log price realizations (A) (131) (0.03) (171) (0.04) Log volumes (B) (763) (0.17) (322) (0.07) Timberland sale income 40 0.01 40 0.01 Depletion 229 0.05 32 0.01 Other Fee Timber (54) (0.01) (49) (0.01) Timberland Management & Consulting Management fee changes (953) (0.21) (5) (0.00) Other Timberland Mgmnt & Consulting 337 0.07 (60) (0.01) Real Estate Environmental remediation reserve 730 0.16 Operating results from sold RE op's 112 0.02 Other Real Estate 348 0.08 526 0.11 General & administrative costs 252 0.06 9 0.00 Interest expense 41 0.01 22 0.00 Other (taxes, minority int., interest inc.) (455) (0.10) (17) (0.00) ------ -------- ------ --------- Total change in earnings (267) (0.06) 5 0.00 ====== ======== ====== ========= (A) Price variance allocated based on changes in price using the higher period volume. (B) Volume variance allocated based on change in sales volume and the average log sales price for higher margin less variance in log production costs. CONTACT: Pope Resources Tom Ringo, 360-697-6626 Fax: 360-697-1156