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October 26, 2005
Mr. Thomas M. Ringo
Vice President and Chief Financial Officer
Pope Resources Ltd Partnership
19245 Tenth Avenue NE
Poulsbo, WA 98370
Re: Pope Resources Ltd Partnership
Form 10-K for the Fiscal Year Ended December 31, 2004
Filed March 9, 2005
File No. 001-09035
Dear Mr. Ringo:
We have reviewed your Form 10-K for the Fiscal Year Ended
December 31, 2004 and have the following comments. We have
limited
our review of your filing to those issues we have addressed in our
comments. Where indicated, we think you should revise your
document
in response to these comments. If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects. We welcome
any
questions you may have about our comments or any other aspect of
our
review. Feel free to call us at the telephone numbers listed at
the
end of this letter.
Form 10-K for the Fiscal Year Ended December 31, 2004
Selected Financial Data, page 14
1. We note your use of EBITDDA, EBITDDA per diluted unit and free
cash
flow as non-GAAP financial measures and have the following related
comments:
* Please enhance your disclosures related to the non-GAAP
financial
measures by describing the reasons why you believe that
presentation
of the non-GAAP financial measures provide useful information to
investors regarding your financial condition and results of
operations. The justification for the use of the measure must be
substantive. Merely indicating that the measure is used by, or
useful
to, analysts is not sufficient support for disclosure of the
measures.
* Related to your measure of free cash flow, disclose all material
limitations of the measure.
* Please tell us whether your non-GAAP financial measure of
EBITDDA
per diluted unit is being used as performance measure or liquidity
measure. If it is a measure of liquidity, then please remove its
presentation from your Form 10-K.
For further guidance, refer to Item 10(e) of Regulation S-K and
"Frequently Asked Questions Regarding the Use of Non-GAAP
Financial
Measures" as found at
http://www.sec.gov/divisions/corpfin/faqs/nongaapfaq.htm.
Consolidated Statements of Operations, page 41
2. Please present cash distributions per unit on the face of your
statements of operations.
3. Please tell us why you omit "Fee Timber" and "Timberland
Management
& Consulting" operating expenses from "Cost of Sales".
Closing Comments
As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision. Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.
In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.
You may contact Ryan Milne at (202) 551-3688 or me at (202)
551-
3684, if you have questions regarding comments on the financial
statements and related matters.
Sincerely,
April Sifford
Branch Chief
cc: Mr. Ryan Milne
Mr. Thomas M. Ringo
Pope Resources Ltd Partnership
October 26, 2005
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010