Royal Hawaiian Orchards (NNUTU) 10-Q 2001 Q2 Quarterly report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

/x/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2001

OR

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to              

Commission File Number 1-9145

ML MACADAMIA ORCHARDS, L.P.
(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization)	99-0248088 (I.R.S. Employer Identification No.)
P.O. Box 130 PAHALA, HAWAII (Address Of Principal Executive Offices)	96777 (Zip Code)

Registrant's Telephone Number, Including Area Code:808-928-3034

    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 twelve 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 /x/  No / /

    As of June 30, 2001, Registrant had 7,500,000 Class A Units issued and outstanding.

ML MACADAMIA ORCHARDS, L.P.

INDEX

			Page
Part I—Financial Information
	Item 1.	Financial Statements	3-9
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10-13
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Part II—Other Information
	Item 2.	Changes in Securities	13
	Item 6.	Exhibits and Reports on Form 8-K	14
	Signature		15

2

ML Macadamia Orchards, L.P.
Balance Sheets
(in thousands)

			June 30,
							December 31, 2000
			2001		2000
			(unaudited)
Assets
Current assets
	Cash and cash equivalents		$	19	$	1,549	$	174
	Accounts receivable			1,923		1,319		4,594
	Inventory of farming supplies			143		131		168
	Annualized cost adjustment			2,233		2,101		—
	Other current assets			149		296		24
		Total current assets		4,467		5,396		4,960
	Land, orchards and equipment, net			59,370		61,908		60,638
	Intangible assets, net			26		30		27
		Total assets	$	63,863	$	67,334	$	65,625
Liabilities and partners' capital
Current liabilities
	Current portion of long-term debt		$	459	$	431	$	459
	Short-term borrowing			600		—		900
	Accounts payable			172		740		232
	Cash distributions payable			379		947		682
	Accrued payroll and benefits			598		313		894
	Other current liabilities			289		383		194
		Total current liabilities		2,497		2,814		3,361
Long-term debt				3,289		3,768		3,716
Deferred income tax liability				1,199		1,249		1,199
		Total liabilities		6,985		7,831		8,276
Commitments and contingencies
Partners' capital
	General partners			569		595		574
	Class A limited partners, no par or assigned value, 7,500 units issued and outstanding			56,309		58,908		56,775
		Total partners' capital		56,878		59,503		57,349
		Total liabilities and partners' capital	$	63,863	$	67,334	$	65,625

See accompanying notes to financial statements.

3

ML Macadamia Orchards, L.P.
Income Statements (unaudited)
(in thousands, except per unit data)

			Three months ended June 30,						Six months ended June 30,
			2001			2000			2001			2000
Macadamia nut sales			$	1,466		$	751		$	3,206		$	2,243
Contract farming revenue				696			483			1,973			483
	Total revenues			2,162			1,234			5,179			2,726
Cost of goods and services
	Costs expensed for farming and services			782			773			3,094			1,772
	Depreciation and amortization			147			230			529			411
	Other			—			32			71			80
		Total cost of goods sold		929			1,035			3,694			2,263
		Gross income		1,233			199			1,485			463
General and administrative expenses
	Costs expensed under management contract with related party			96			77			157			219
	Other			340			157			832			353
		Total general and administrative expenses		436			234			989			572
		Operating income (loss)		797			(35	)		496			(109	)
Interest expense				(97	)		(77	)		(210	)		(77	)
Interest income				40			78			47			226
Other income				—			104			—			104
		Income before tax		740			70			333			144
Income tax expense				38			8			47			17
		Net income	$	702		$	62		$	286		$	127
Net cash flow (as defined in the Partnership Agreement)			$	435		$	292		$	387		$	538
Net income per Class A Unit			$	0.09		$	0.01		$	0.04		$	0.02
Net cash flow per Class A Unit			$	0.06		$	0.04		$	0.05		$	0.07
Cash distributions per Class A Unit			$	0.05		$	0.125		$	0.10		$	0.25
Class A Units outstanding				7,500			7,500			7,500			7,500

See accompanying notes to financial statements.

4

ML Macadamia Orchards, L.P.
Statements of Partners' Capital (unaudited)
(in thousands)

		Three Months ended June 30,				Six Months ended June 30,
		2001		2000		2001		2000
Partners' capital at beginning of period:
	General partners	$	566	$	604	$	574	$	613
	Class A limited partners		55,988		59,784		56,775		60,657
			56,554		60,388		57,349		61,270
Allocation of net income
	General partners		7		1		3		1
	Class A limited partners		695		61		283		126
			702		62		286		127
Cash distributions:
	General partners		4		10		8		19
	Class A limited partners		375		937		750		1,875
			379		947		758		1,894
Partners' capital at end of period:
	General partners		569		595		569		595
	Class A limited partners		56,309		58,908		56,309		58,908
		$	56,878	$	59,503	$	56,878	$	59,503

See accompanying notes to financial statements.

5

ML Macadamia Orchards, L.P.
Statements of Cash Flows (unaudited)
(in thousands)

			Three months ended June 30,						Six months ended June 30,
			2001			2000			2001			2000
Cash flows from operating activities:
	Cash received from goods and services		$	2,889		$	9,235		$	7,987		$	9,235
	Cash paid to suppliers and employees			(3,013	)		(3,462	)		(6,340	)		(6,596	)
	Interest received			—			189			7			226
Net cash provided (used) by operating activities				(124	)		5,962			1,654			2,865
Cash flows from investing activities:
	Acquisition of orchards and farming business			(20	)		(8,928	)		(20	)		(8,928	)
Net cash used in investing activities				(20	)		(8,928	)		(20	)		(8,928	)
Cash flows from financing activities:
	Proceeds from line of credit			600			—			1,400			—
	Payments from line of credit			—			—			(1,700	)		—
	Proceeds (payments) from long term borrowings			(400	)		4,000			(400	)		4,000
	Capital lease payments			(14	)		(8	)		(28	)		(8	)
	Cash distributions paid			(379	)		(947	)		(1,061	)		(1,705	)
Net cash provided by (used in) financing activities				(193	)		3,045			(1,789	)		2,287
Net increase (decrease) in cash				(337	)		79			(155	)		(3,776	)
Cash at beginning of period				356			1,470			174			5,325
Cash at end of period			$	19		$	1,549		$	19		$	1,549
Reconciliation of net income to net cash provided by (used in) operating activities:
	Net income		$	702		$	62		$	286		$	127
	Adjustments to reconcile net income to cash provided by (used in) operating activities:
		Depreciation and amortization		147			230			529			411
		Decrease in accounts receivable		567			7,974			2,671			6,368
		Decrease in inventories		16			48			25			48
		Increase in annualized cost adjustment		(1,408	)		(832	)		(1,471	)		(1,549	)
		Decrease (increase) in other current assets		42			(391	)		(125	)		(471	)
		Increase (decrease) in accounts payable		18			(1,081	)		(60	)		(2,079	)
		Increase (decrease) in accrued payroll and benefits		(131	)		313			(296	)		313
		Increase (decrease) in other current liabilities		(77	)		(361	)		95			(303	)
	Total adjustments			(826	)		5,900			1,368			2,738
Net cash provided by (used in) operating activities			$	(124	)	$	5,962		$	1,654		$	2,865

See accompanying notes to financial statements.

6

ML MACADAMIA ORCHARDS, L.P.
Notes to Financial Statements

(1) BASIS OF PRESENTATION

    In the opinion of management, the accompanying unaudited financial statements of ML Macadamia Orchards, L.P. ("the Partnership") include all adjustments, consisting only of normal recurring adjustments, necessary to present fairly its financial position as of June 30, 2001, June 30, 2000 and December 31, 2000 and the results of operations, changes in partners' capital and cash flows for the periods ended June 30, 2001 and 2000. The results of operations for the period ended June 30, 2001 are not necessarily indicative of the results to be expected for the full year or for any future period.

    These interim financial statements should be read in conjunction with the Financial Statements and the Notes to Financial Statements filed with the Securities and Exchange Commission in the Partnership's 2000 Annual Report on Form 10-K.

(2) SEGMENT INFORMATION

    The Partnership has two reportable segments, the owned-orchard segment and the farming segment, which are organized on the basis of revenues and assets. The owned-orchard segment derives its revenues from the sale of macadamia nuts grown in orchards owned or leased by the Partnership. The farming segment derives its revenues from the farming of macadamia orchards owned by other growers. It also farms those orchards owned by the Partnership.

    Management evaluates the performance of each segment on the basis of operating income. The Partnership accounts for intersegment sales and transfers at cost. Such intersegment sales and transfers are eliminated in consolidation.

    The Partnership's reportable segments are distinct business enterprises that offer different products or services. Revenues from the owned-orchard segment are subject to long-term nut purchase contracts and tend to vary from year to year due to changes in the calculated nut price per pound. The farming segment's revenues are based on long-term farming contracts which generate a farming profit based on a percentage of farming cost or based on a fixed fee per acre and tend to be less variable than revenues from the owned-orchard segment.

7

    The following is a summary of each reportable segment's operating income and the segment's assets as of, and for the three and six month periods ended, June 30, 2001 and 2000 (000's).

		Three months ended June 30,						Six months ended June 30,
		2001			2000			2001			2000
Revenues:
	Owned orchards	$	1,466		$	751		$	3,206		$	2,243
	Contract farming		1,280			1,414			3,705			1,414
	Intersegment elimination (all contract farming)		(584	)		(931	)		(1,732	)		(931	)
	Total	$	2,162		$	1,234		$	5,179		$	2,726
Operating income (loss):
	Owned orchards	$	685		$	(20	)	$	285		$	(94	)
	Contract farming		112			(15	)		211			(15	)
	Total	$	797		$	(35	)	$	496		$	(109	)
Depreciation:
	Owned orchards	$	85		$	125		$	395		$	306
	Contract farming		62			105			134			105
	Total	$	147		$	230		$	529		$	411
Expenditures for property and equipment:
	Owned orchards	$	20		$	2,533		$	20		$	2,533
	Contract farming		—			6,395			—			6,395
	Total	$	20		$	8,928		$	20		$	8,928
Segment assets:
	Owned orchards							$	57,197		$	57,733
	Contract farming								6,666			9,601
	Total							$	63,863		$	67,334

    All revenues are from sources within the United States.

(3) INTERIM REPORTING

    All production costs are annualized for interim reporting purposes, with the difference between costs incurred to date and costs expensed to date being reported on the balance sheet as an annualized cost adjustment.

(4) LONG-TERM CREDIT

    Revolving Credit Loan.  On May 2, 2000, the Partnership entered into a credit agreement with Pacific Farm Credit Services, under which it will have available a $5 million revolving credit facility through April 30, 2004. There were $600,000 in borrowings outstanding under this credit facility as of June 30, 2001.

    Borrowings under this agreement bear interest at the prime lending rate. The Partnership is required to pay a facility fee of 0.175% to 0.25% per annum, depending on certain financial ratios, on the daily unused portion of the credit. The Partnership, at its option, may make prepayments without penalty.

8

    Term Debt.  As of June 30, 2001, the Partnership owed $3.6 million on a $4 million promissory note, which was issued on May 2, 2000 in conjunction with the credit agreement discussed above. The note is scheduled to mature in 2010 and bears interest at rates from 6.45 percent to 9.16 percent. Principal payments of $400,000 are due on May 1 of each year through 2010.

(5) PARTNERS' CAPITAL

    All capital allocations reflect the general partner's 1% equity interest and the limited partners' 99% percent equity interest. Net income per Class A Unit is calculated by dividing 99% of Partnership net income by the average number of Class A Units outstanding for the period.

(6) CASH DISTRIBUTIONS

    On June 8, 2001, a second quarter cash distribution was declared in the amount of five cents ($0.05) per Class A Unit, payable on August 15, 2001 to unitholders of record as of the close of business on June 29, 2001.

(7) LEGAL PROCEEDINGS

    On June 4, 2001, the Partnership was granted a motion for summary judgment against Mauna Loa Macadamia Nut Corporation ("Mauna Loa"), its exclusive purchaser, in a complaint filed on December 26, 2000. The judgment ordered that Mauna Loa make payment for all nuts delivered by the Partnership, as required by the 1983 and 1986 nut purchase contracts. Mauna Loa did not pay for certain nuts delivered in 2000 and 2001, which they had deemed to be substandard. The Partnership received payment on July 30, 2001, for nuts delivered in the second quarter, which included payment for substandard nuts. It is not yet known whether Mauna Loa will continue to pay for substandard nuts in the future or whether they will appeal the court's decision.

    As a result of this favorable ruling, the Partnership has recognized in the second quarter, revenues of $920,000 related to deliveries of nuts in the prior year and $129,000 for deliveries during the first quarter of 2001. Management believes that the receivable is fully collectible. The court also ruled in July 2001 that the Partnership is entitled to reimbursement for approximately $320,000 in legal fees and costs incurred, which has not yet been recorded. This reimbursement could be recorded as soon as the third quarter.

(8) CHANGE IN CONTROL

    On July 31, 2001, 100% of the stock of ML Resources, Inc. (MLR), the Partnership's General Partner, was sold by C. Brewer and Company, Ltd. to J.W.A. Buyers, MLR's Chairman of the Board for the past decade. MLR will continue to manage the Partnership, and the Board of Directors, Audit Committee and management did not change with this transaction.

9

ML MACADAMIA ORCHARDS, L.P.

Management's Discussion and Analysis of
Financial Condition and Results of Operations

    On May 1, 2000, the Partnership completed the purchase of the macadamia farming operations from four subsidiaries of C. Brewer and Company, Ltd. The acquired assets consist of 142 acres of macadamia orchards, farming contracts, farming equipment, vehicles, a husking plant, irrigation well, office buildings, garages and warehouses, office furniture and equipment and material inventories related to macadamia farming. All the assets and operations are located on the island of Hawaii. Effective with the acquisition, the Partnership now performs all the farming operations for its own 4,169 acres and for approximately 3,000 additional acres owned by other growers.

Results of Operations

    ML Macadamia Orchards' net income for the second quarter of 2001 was $702,000, an eleven-fold increase over the $62,000 recorded in same period in 2000. This increase is largely the result of a favorable ruling in the litigation against Mauna Loa Macadamia Nut Corporation ("Mauna Loa"), the Partnership's exclusive customer, which is discussed further below. Net income per Class A Unit was $0.09 compared to last year's quarterly net income of less than $0.01. Net cash flow, as defined in the Partnership Agreement, per Class A Unit increased to $0.06 from $0.04.

    Second quarter revenues of $2.2 million were 75% above last year's second quarter, again due mainly to the outcome of litigation against Mauna Loa. The second quarter normally accounts for less than 5% of the total year's harvest and revenues. It marks the end of the crop year that began the previous July, and harvesting is usually at a minimum.

    Net income for the six months ended June 30, 2001 was $286,000, up from $127,000 recorded in the first half of 2000. Net income per Class A Unit was $0.04 compared to $0.02 for the first half of last year and net cash flow per Class A Unit was $0.05 compared to $0.07 last year.

    Revenues for the first six months of 2001 amounted to $5.2 million, 90% higher than the $2.7 million recorded in the first half of 2000. The current year includes approximately $1 million in revenue from the favorable outcome of litigation and six months of farming activities, against only two months in the prior year.

10

Owned-orchard Segment

    For the three months and the six months ending June 30, 2001 and 2000, nut production, nut prices and revenues are summarized below:

	For the Three Months Ended June 30,
	2001		2000		Change
Nut harvested (000's pounds WIS)		849		1,289	- 34	%
Nut price (per pound)	$	0.4906	$	0.5826	- 16	%
Net nut sales ($000's)		417		751	- 45	%
Revenue settlement ($000's)		1,049		—
Total nut sales ($000's)		1,466		751	+ 95	%

	For the Six Months Ended June 30,
	2001		2000		Change
Nut harvested (000's pounds WIS)		4,628		3,847	+ 20	%
Nut price (per pound)	$	0.4660	$	0.5831	- 20	%
Net nut sales ($000's)		2,157		2,243	-  4	%
Revenue settlement ($000's)		1,049		—
Total nut sales ($000's)		3,206		2,243	+ 43	%

    Production for the three-month period ending June 30, 2001 was 34% below the three-month period ending June 30, 2000. The six-month period ending June 30, 2001 was 20% higher than the same period in 2000. The production for the second quarter 2000 was near the historical average for this period. The orchards on the Ka'u side of Hawaii are still experiencing the effects of dry weather and flood damage incurred late last year.

    The Partnership's nut price is determined by a formula, which is weighted 50% on the two-year trailing average of USDA reported prices and 50% on the current year processing and marketing results of Mauna Loa, our exclusive purchaser. The average nut price reflected in the second quarter 2001 results was $0.4906, a 16% decline from the second quarter 2000. This price is based on Mauna Loa's latest estimate and may be different from the price that is ultimately paid. For the six-month period, the estimated nut price is down by 20% compared to the same period in 2000. The USDA portion of the current year's nut price will be 6% lower than the previous year, and the Mauna Loa portion of the current year's nut price is estimated to be flat (to the prior full year actual). However, the final nut price for the year is not known until the completion of the year, when Mauna Loa's books have been closed and audited and that portion of the nut price is determined. For the full year 2000, the actual average nut price received by the Partnership was $0.5126.

    Prior to the acquisition of the macadamia farming operations on May 1, 2000, all production activities were performed under long-term farming contracts. Production costs both before and after the acquisition are based on annualized standard unit costs for interim reporting periods. Total production costs for the owned-orchards were lower for the three-month period in 2001 compared to the same period in 2000 due to the lower production. For the six-month period, farming costs for the current year were higher due to more production.

11

Crop Year Production Results

    Macadamia nut production for the 2000-2001 crop year (July 1 to June 30) totaled 21.8 million pounds, 5% less than the 1999-2000 crop year, which was a fourteen-year record harvest. The Keaau and Mauna Kea regions benefited from dryer weather early in the growing season and recorded harvests, while less than the prior crop year, well above their historical averages. The Ka'u region showed some recovery from the effects of recent drought conditions with an improvement in crop year results, but experienced a major rainstorm and flooding in November 2000. It is estimated that between 700,000 and one million pounds of nuts were lost.

    Comparative crop year results by orchard area are shown below (in thousands of pounds):

		For the Crop Year Ended June 30,
					2001 Over 2000		2000 Over 1999
		2001	2000	1999
Keaau		8,177	10,260	10,884	- 20	%	-  6	%
Ka'u		12,271	10,720	7,807	+ 14	%	+ 37	%
Mauna Kea		1,375	2,069	1,340	- 34	%	+ 54	%
	Total Production	21,823	23,049	20,031	-  5	%	+ 15	%

Farming Segment

    The Partnership has been involved in farming activities since the May 1, 2000 acquisition of the assets of Ka'u Agribusiness discussed above. Revenue generated from the farming of macadamia orchards owned by other growers was $696,000 for the second quarter 2001, or 44% higher than the two months ended June 30, 2000. Farming expenses for the quarter ended June 30, 2001 were $584,000, which included $62,000 of depreciation expense. Farming revenues for the first half of 2001 amounted to $1,973,000 or four times the two months ended June 30, 2000. Related farming expenses were $1,762,000, including $134,000 in depreciation.

    Administrative service revenue of $56,000 was earned in the second quarter of 2000 by the farming operation's accounting office as a result of accounting and data processing services being provided to the previous owner during a period of transition.

Other Income and Expenses

    The Partnership recorded interest expense of $97,000 for the second quarter 2001, which was $20,000 higher than the same period in 2000. For the six months ended June 30, 2001 and 2000, interest expense was $210,000 and $77,000, respectively. The interest results from borrowings required to acquire the farming operations and as a result of the timing of the acquisition and payments withheld by Mauna Loa.

    Interest income decreased by $38,000 for the quarter and $179,000 for the first half of 2001 compared to 2000 for the same reasons discussed above.

    Other income of $104,000 was recorded in the second quarter of 2000 due to a claim filed on a crop insurance policy for the 1999-2000. Production in some fields in the Ka'u region were lower than their ten-year average by more than a 25% deductible due to the drought in that region.

12

Liquidity and Capital Resources

    For the six months ended June 30, 2001, cash provided from operations of $1.7 million was derived principally from a decrease in accounts receivable less an increase in the annualized cost adjustment and a decrease in accounts payable. Cash provided by operations was used to pay distributions to unitholders of $1.1 million and repay debt. During the period the Partnership repaid $400,000 under its term loan agreement and $300,000 on its revolving line of credit.

    At June 30, 2001, the Partnership had $3.7 million in outstanding long-term debt representing a $3.6 million ten-year note under a new Credit Agreement and $100,000 of assumed capital leases. The Credit Agreement contains certain restrictions, which are discussed in Part II—Item 2 below.

    Macadamia nut farming is seasonal, with production peaking in the fall and winter. However, farming operations continue year round. As a result, additional working capital is required for much of the year.

    The Partnership meets its working capital needs with cash on hand, and when necessary, through short-term borrowings under a $5.0 million revolving line of credit. The Partnership had cash balances of $19,000 and $1.5 million at June 30, 2001 and 2000, respectively and there was $600,000 drawn on the line of credit as of June 30, 2001. The Partnership anticipates borrowing from the revolving line of credit during the last five months of the year to fund working capital needs arising from the normal seasonal requirements of macadamia nut farming.

    It is the opinion of management that the Partnership has adequate borrowing capacity available to meet anticipated working capital needs.

Other Developments

    For the third consecutive year, the Ka'u region is suffering from drought conditions, receiving nine inches of rainfall for the first six months of the year. One-third of the acres in Ka'u have irrigation, but normal production on the remaining acres cannot be sustained, and a continuing drought will have a negative impact on the region's production for the forthcoming 2000-2001 crop year.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

    The Partnership is exposed to market risks resulting from changes in interest rates. The Partnership has market risk exposure on its Credit Agreement due to its variable rate pricing that is based on rates based on LIBOR, the Farm Credit Discount Note Rate and the Farm Credit Medium Term Note Rate. As of June 30, 2001, a one percent increase or decrease in the applicable rate under the Credit agreement will result in an interest expense fluctuation of approximately $40,000.

Part II—Other Information

Item 2. Changes in Securities

    In connection with the Credit Agreement with Pacific Coast Farm Credit Services, certain restrictions are placed on the Partnership in regard to indebtedness, sales of assets and maintenance of certain financial minimums. The Partnership's cash distributions will be restricted unless all requirements of these covenants are met and the effects of any cash distributions do not breach any of the financial covenants. The restrictive covenants consist of the following:

1.

Minimum working capital of $2.5 million.

2.

Minimum current ratio of 1.5 to 1.

3.

Cumulative cash distributions beginning January 1, 2000 cannot exceed the total of cumulative net cash flow beginning January 1, 2000 plus a base amount of $3 million.

13

4.

Minimum tangible net worth of $57.5 million (reduced by the amount of allowed cash distributions over net income).

5.

Maximum ratio of funded debt to capitalization of 20%.

6.

Minimum debt coverage ratio of 2.5 to 1.

    The Partnership's June 30, 2001 working capital balance fell below the $2.5 million minimum balance required by the loan agreements, but the lender in consideration of the overall financial circumstances, has granted a waiver of this covenant.

Item 6. Exhibits and Reports on Form 8-K

(a)

The following documents are filed as part of this report:

Exhibit Number	Description
11.1	Statement re Computation of Net Income per Class A Unit

(b)

Reports on Form 8-K:

No reports on Form 8-K were filed during the second quarter of 2001.

14

SIGNATURE

    Pursuant to the requirements 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.

	ML MACADAMIA ORCHARDS, L.P.
	(Registrant)
	By:	ML Resources, Inc. Managing General Partner
Date: July 31, 2001	By:	/s/ DENNIS J. SIMONIS   Dennis J. Simonis Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer and Duly Authorized Officer)

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EXHIBIT INDEX

Number	Description of Exhibits
11.1	Statement re Computation of Net Income per Class A Unit

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ML MACADAMIA ORCHARDS, L.P. INDEX
ML MACADAMIA ORCHARDS, L.P. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Part II—Other Information
Item 2. Changes in Securities
Item 6. Exhibits and Reports on Form 8-K
SIGNATURE
EXHIBIT INDEX