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CONCERNED POPE RESOURCES UNITHOLDERS
Investor Presentation 2019
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NEED FOR CHANGE AT POPE Poor unit price performance
CEO compensation not tied to performance Almost no open market unit purchase by CEO Failure (so far) to convert to REIT
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POOR UNIT PRICE PERFORMANCE
Under Mr. Ringo’s five-year tenure as CEO, the company’s unit price performed poorly. Historically, most of the unit price improvement happened during the former CEO’s tenure. *Unadjusted unit price Concerned Pope Resources Unitholders | Investor Presentation 2019
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NOT TIED TO PERFORMANCE
CEO COMPENSATION NOT TIED TO PERFORMANCE (In $ thousands) 2014 2015 2016 2017 2018 Base salary 225 325 366 395 400 Growth 13% 8% 1% Concerned Pope Resources Unitholders | Investor Presentation 2019
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ALMOST NO OPEN MARKET UNIT PURCHASES BY CEO
Total number of units owned by Mr. Ringo 29,868 Open market purchase 7% Exercise of Options 30% Vesting of restricted units 63% Concerned Pope Resources Unitholders | Investor Presentation 2019
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Failure to convert Pope
Resources to a C-Corp / REIT
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FAILURE TO CONVERT POPE RESOURCES TO A C-CORP / REIT
The vast majority of investors will not consider investing in an MLP structure Significant number of MLPs are converting to corporations because the MLP structure has turned out to be a poor source of growth capital. Pope Resources Board has so far been unwilling to convert to REIT. Concerned Pope Resources Unitholders | Investor Presentation 2019
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INVESTORS DISLIKE THE TAX COMPLICATIONS OF POPE'S MLP STRUCTURE
Investors face tax compliance challenges when investors own MLPs. Compared to the simpler 1099 form, the K-1 is a complicated form. Investors that own MLPs often are required to file tax returns in multiple states. MLP income is taxed in retirement account: When a retirement account earns active business income, it is considered unrelated business income and is subject to its own tax (UBIT tax). Income from MLP distribution is treated as UBIT and is taxable. According to a Forbes article, the maximum tax rate of 39.6% is triggered at just $12,300 from MLP income. Concerned Pope Resources Unitholders | Investor Presentation 2019
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POPE’S MLP MODEL SCARES INVESTOR WITH TAX COMPLICATION
A Forbes article highlights the tax complications in MLP for retirement Accounts. Don’t Run Afoul Of Tax Rules With MLPs In Retirement Accounts However, using retirement funds to make MLP investments can lead to some very unpleasant tax consequences, which generally makes MLP investments somewhat unattractive for retirement account holders because of the high UBTI tax involved when the rules are triggered… The result is that each year many retirement account holders receive an unpleasant surprise in the mail when they receive a letter and completed IRS Form 990-T from their IRA custodian disclosing the UBTI tax bill due on the MLP investment… Triggering the UBTI tax is no laughing matter. The maximum tax rate of 39.6% is triggered at just $12,300. However, the UBTI/UBIT tax rules are not triggered if less than $1,000 of income is generated by the investment at issue… retirement account holders beware when thinking about an MLP investment for your retirement account….. Concerned Pope Resources Unitholders | Investor Presentation 2019
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POPE’S MLP MODEL SCARES INVESTOR WITH TAX COMPLICATION
Articles that explains the tax complications faced by US investors and Canadian investors who invest in US MLP. Beware the tax tribulations of U.S. MLPs For Canadian investors, the tax treatment is quite different. Canadian investors in an MLP with U.S. assets are generally considered to be engaged in a business in the United States. The result is that the MLP will withhold 39.6 per cent tax on any distributions paid to non-resident, non-U.S. citizens. "That alone should give a Canadian taxpayer pause before investing directly in an MLP," says Jamie Golombek, managing director, tax and estate planning, with CIBC Wealth Strategies Group. Tax traps await master limited partnership investors Investors are now realizing that those tax-free “dividends” are treated as a reduction in their cost basis. Investors holding an MLP long enough have seen their cost basis significantly reduced and nearly eliminated. What makes that reduced basis even worse is the tax treatment of the gain upon sale. The sale of an MLP triggers a recapture of those deductions that allowed the distributions to be tax-free in the first place. Instead of a capital gain upon the sale of the MLP, that recaptured amount is taxed as ordinary income, and the cost can be significant. In extreme cases, the entire gain might be taxed as ordinary income. The trickiest part of this is that the recapture amount is unknown by the investor until it's reported on the K-1 issued in the year the MLP is sold. In general, the bigger the difference between the annual distributions and the income on the K-1, the more recapture income to recognize. However, the details needed to accurately calculate the recapture are unavailable to the investor. Concerned Pope Resources Unitholders | Investor Presentation 2019
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POPE’S MLP MODEL FAILS TO ATTRACT INSTITUTIONAL HOLDERS
MLPs face a smaller pool of potential investors than traditional equities because institutional investors, such as pension funds, are not allowed to hold MLP units without incurring tax liability. Pension funds do not ordinarily pay taxes, so they tend to shy away from MLPs. Institutional investors represent the majority of investor dollars in the market, so eliminating them reduces the potential demand for MLP units. Concerned Pope Resources Unitholders | Investor Presentation 2019
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INSTITUTIONAL OWNERSHIP AS % OF TOTAL OWNERSHIP
POPE’S MLP STRUCTURE HAS CAUSED INSTITUTIONAL INVESTORS TO AVOID INVESTING Concerned Pope Resources Unitholders | Investor Presentation 2019
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POPE’S MLP MODEL FAILS TO ATTRACT INSTITUTIONAL HOLDERS
Weyerhaeuser Corp. (WY) Rayonier Inc. (RYN) PotlatchDeltic Corp. (PCH) VANGUARD GROUP INC 12.8% BLACKROCK INC. 7.1% PRICE T ROWE ASSOCIATES INC 5.8% FIRST EAGLE INVESTMENT MANAGEMENT, LLC 5.7% STATE STREET CORP 4.1% INVESCO LTD. 3.2% CAPITAL WORLD INVESTORS 2.6% AMERICAN CENTURY COMPANIES INC 2.5% GEODE CAPITAL MANAGEMENT, LLC 1.5% NORTHERN TRUST CORP 1.4% TOTAL 46.7% VANGUARD GROUP INC 10.74% BLACKROCK INC. 7.64% DEPRINCE RACE & ZOLLO INC 6.39% PICTET ASSET MANAGEMENT LTD 6.33% RENAISSANCE TECHNOLOGIES LLC 5.44% RANGER GLOBAL REAL ESTATE ADVISORS, LLC 4.37% INVESTMENT COUNSELORS OF MARYLAND LLC 3.61% BANK OF MONTREAL 2.80% BANK OF AMERICA CORP 2.73% IMPAX ASSET MANAGEMENT GROUP PLC 2.04% STATE STREET CORP 1.92% REAL ESTATE MANAGEMENT SERVICES LLC 1.80% PEREGRINE CAPITAL MANAGEMENT LLC 1.67% RUSSELL INVESTMENTS GROUP, LTD. 1.56% DALTON GREINER HARTMAN MAHER & COMPANY 1.34% WELLS FARGO & COMPANY 1.25% NORTHERN TRUST CORP 1.20% GEODE CAPITAL MANAGEMENT, LLC 1.15% TOTAL 63.97% VANGUARD GROUP INC 14.8% BLACKROCK INC. 13.7% SOUTHEASTERN ASSET MANAGEMENT INC 7.4% WELLINGTON MANAGEMENT GROUP LLP 5.8% RENAISSANCE TECHNOLOGIES LLC 4.2% PICTET ASSET MANAGEMENT LTD 3.7% INVESCO LTD. 3.4% STATE STREET CORP FMR LLC 3.0% NORTHERN TRUST CORP 2.3% PRICE T ROWE ASSOCIATES INC 2.1% BANK OF NEW YORK MELLON CORP 1.5% GEODE CAPITAL MANAGEMENT, LLC 1.3% BROWN ADVISORY INC 1.2% JPMORGAN CHASE & COMPANY 1.1% WESTWOOD HOLDINGS GROUP INC FULLER & THALER ASSET MANAGEMENT, INC. 1.0% TOTAL 71.0% CatchMark Timber Trust, Inc. (CTT) VANGUARD GROUP INC 15.2% PRICE T ROWE ASSOCIATES INC 13.3% BLACKROCK INC. 10.2% JPMORGAN CHASE & COMPANY 6.9% RENAISSANCE TECHNOLOGIES LLC 3.1% STATE STREET CORP 2.6% CONFLUENCE INVESTMENT MANAGEMENT LLC 2.3% PICTET ASSET MANAGEMENT LTD IMPAX ASSET MANAGEMENT GROUP PLC 2.1% INVESCO LTD. 1.9% FULLER & THALER ASSET MANAGEMENT, INC. 1.8% THIRD AVENUE MANAGEMENT LLC 1.6% MARATHON ASSET MANAGEMENT LLP 1.3% NORTHERN TRUST CORP 1.2% BANK OF NEW YORK MELLON CORP GEODE CAPITAL MANAGEMENT, LLC 1.1% TOTAL 67.9% POPE RESOURCES (POPE) Pictet Asset Management is the only institutional investor who owns more than 1%. Pictet is based out of Switzerland. Overall, no US institutional investors own more than 1% of Pope Resources. POPE MARIA M 13.10% DAHL JAMES H 11.84% PICTET ASSET MANAGEMENT LTD 7.36% Concerned Pope Resources Unitholders | Investor Presentation 2019
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POPE’S MLP MODEL FAILS TO ATTRACT INSTITUTIONAL HOLDERS
In 2003, the company’s former CEO, David Nunes, acknowledged in his letter to the unitholders the fact that MLP does not appeal to institutional investors. Limited appeal to institutional holders – "Pension funds and mutual funds tend to avoid publicly traded partnerships (PTP’s) based on tax considerations". Given the fact that no US institutional investor currently own 1% of Pope Resources, it is clear that Pope Resource’s MLP structure keeps institutional investors at bay for decades! In spite of the acknowledging the problem, the Board of Directors resist the conversion to REIT or C-Corp to attract institutional investors. Concerned Pope Resources Unitholders | Investor Presentation 2019
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Recent data confirms that
Boards of Directors are listening to their investors and abandoning the MLP structure
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MLP MARKET IS SHRINKING
Number of MLPs are declining rapidly. NUMBER OF MLPs OVER TIME SOURCE: Goldman Sachs. Data as of 12/31/18 Concerned Pope Resources Unitholders | Investor Presentation 2019
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INDUSTRY EXPERT'S OPINION : MLP IS NOT A VIABLE MODEL
In 2018, CEO of an MLP company, NuStar Energy, expressed concern over the long-term viability of the MLP model. Through 2015, the MLP investor base was made up of primarily retail investors, but in 2016, many retail investors either declined to increase their positions or left the space entirely…. As retail investors exited the sector, there hasn't been any significant influx of new money, which has tightened MLP equity markets. MLPs with low coverage and high leverage have been effectively shut out of the MLP equity markets, and even MLPs perceived as 'healthy' have found it increasingly difficult to issue common equity. The combination of these factors- a market shift in fundamental valuation away from growth and back to low leverage/high coverage; the exodus of MLP retail investors; and the nearly frozen equity markets- have called the long-term viability of the MLP model into question. - CEO, NuStar Energy LP, Earnings Call Concerned Pope Resources Unitholders | Investor Presentation 2019
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