ML MACADAMIA ORCHARDS, L.P.
Notes to Consolidated Financial Statements
(1) BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited consolidated 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, 2006, June 30, 2005 and December 31, 2005 and the results of operations, changes in partners’ capital and cash flows for the three and six-month periods ended June 30, 2006 and 2005. The results of operations for the period ended June 30, 2006 are not necessarily indicative of the results to be expected for the full year or for any future period.
The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. These interim consolidated 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 2005 Annual Report on Form 10-K.
(2) ACQUISTION OF ML RESOURCES, INC.
On January 6, 2005 the Partnership acquired all of the common stock of ML Resources, Inc. (“MLR”) for $750,000 in cash. The transaction was accounted for as an asset purchase as opposed to a business combination since MLR had no substantive operations and its principal purpose was to own and hold 75,757 general partner units of the Partnership. The acquisition of the general partner units held by MLR resulted in the Class A limited partners effectively owning 100% of the Partnership.
The purchase price was allocated between the acquired general partner units and the extinguishment of the management contract between MLR and the Partnership. The fair value of the general partner units at the date of acquisition was determined to be $424,000 which was recorded as a reduction in partners’ capital. The fair value of the general partner units was determined based on the quoted market value of Class A limited partner units. No discounts for lack of marketability or premiums for control preferences were applied in determining the fair value of the general partner units. The remaining $326,000 representing the extinguishment of the management contract was charged to expense.
As a result of the transaction, MLR’s operations have been included in the Partnership’s consolidated financial statements beginning with the first quarter of 2005.
(3) CONSOLIDATION
The consolidated financial statements include the accounts of the Partnership and MLR. All significant intercompany balances and transactions, including management fees and distributions, have been eliminated.
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(4) 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 inter segment sales and transfers at cost. Such inter segment 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.
On June 1, 2006, the Partnership renegotiated its three largest nut purchase agreements with Mauna Loa Macadamia Nut Corporation, which represent approximately 95% of total annual production. These new agreements supersede the previous nut purchase agreements commonly referred to as the MLP I contracts and MLP II contracts. The renegotiated MLP I contract is retroactively effective to January 1, 2006 and terminates on December 31, 2006. The purchase price is fixed at $0.75 per pound, adjusted to 20% moisture and 30% saleable kernel recovery to Dry in Shell (SK/DIS) basis. The renegotiated MLP II contract is retroactively effective to January 1, 2006 and terminates on December 31, 2011. The purchase price ranges from $0.74 per pound to $0.78 per pound, adjusted to 20% moisture and 30% SK/DIS basis. The entire agreements are available in the June 5, 2006 Form 8-K filing with the SEC.
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The following tables summarize each reportable segment’s operating income and assets as of, and for the three and six-month periods ended, June 30, 2006 and 2005 (000’s).
| | Three months
ended June 30, | | Six months
ended June 30, | |
| | 2006 | | 2005 | | 2006 | | 2005 | |
Revenues: | | | | | | | | | |
Owned orchards | | $ | 735 | | $ | 456 | | $ | 1,335 | | $ | 2,624 | |
Contract farming | | 1,385 | | 1,825 | | 3,597 | | 4,155 | |
Intersegment elimination (all contract farming) | | (832 | ) | (780 | ) | (2,121 | ) | (2,222 | ) |
Total | | $ | 1,288 | | $ | 1,501 | | $ | 2,811 | | $ | 4,557 | |
| | | | | | | | | |
Operating income (loss): | | | | | | | | | |
Owned orchards | | $ | 40 | | $ | (111 | ) | $ | (53 | ) | $ | (98 | ) |
Contract farming | | (1 | ) | 41 | | 35 | | 71 | |
Total | | $ | 39 | | $ | (70 | ) | $ | (18 | ) | $ | (27 | ) |
| | | | | | | | | |
Depreciation: | | | | | | | | | |
Owned orchards | | $ | 55 | | $ | 68 | | $ | 124 | | $ | 376 | |
Contract farming | | 74 | | 54 | | 108 | | 108 | |
Total | | $ | 129 | | $ | 122 | | $ | 232 | | $ | 484 | |
| | | | | | | | | |
Expenditures for property and equipment: | | | | | | | | | |
Owned orchards | | $ | — | | $ | — | | $ | 440 | | $ | — | |
Contract farming | | — | | — | | 10 | | 7 | |
Total | | $ | — | | $ | — | | $ | 450 | | $ | 7 | |
| | | | | | | | | |
Segment assets: | | | | | | | | | |
Owned orchards | | | | | | $ | 47,121 | | $ | 47,445 | |
Contract farming | | | | | | 6,269 | | 6,441 | |
Total | | | | | | $ | 53,390 | | $ | 53,886 | |
All revenues are from sources within the United States.
(5) DEFERRED FARMING COSTS
Orchard costs (e.g. irrigation, fertilizer, pruning, etc.) are annualized for interim reporting purposes, with the difference between costs incurred-to-date and costs expensed-to-date (based on projected annual cost per nut harvested) being reported on the balance sheet as deferred farming costs, which amounted to $3.0 million and $2.2 million at June 30, 2006 and 2005, respectively. The increase in deferred farming costs was attributable to lower than expected production during the first half 2006 in comparison to 2005. Management anticipates a significant increase in production during the remainder of 2006 compared to 2005.
(6) LONG-TERM DEBT
The Partnership has a $5 million revolving credit facility with American AgCredit, PCA, which expires on May 1, 2008. Amounts drawn on the line bear interest at the prime lending rate. Outstanding drawing on the line at June 30, 2006 and 2005 amounted to $1.0 million and $200,000, respectively.
In addition to the revolving credit facility, the Partnership has a $4 million promissory note payable to American AgCredit, PCA, which is scheduled to mature in 2010. Amounts outstanding under the
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promissory note agreement bear interest at rates from 6.37 percent to 7.50 percent. At June 30, 2006 and 2005, the outstanding balance under the promissory note agreement amounted to $1.6 million and $2.0 million, respectively
The credit agreements with American AgCredit, PCA, contain various financial covenants. The Partnership was in compliance with all debt covenants at June 30, 2006 and 2005.
Capital lease obligations related to leased equipment amounted to $16,000 and $52,000 at June 30, 2006 and 2005, respectively.
(7) PARTNERS’ CAPITAL
Net income (loss) per Class A Unit is calculated by dividing 100% of Partnership net income by the average number of Class A Units outstanding for the period.
(8) CASH DISTRIBUTIONS
On June 12, 2006, a second quarter cash distribution was declared in the amount of five cents ($0.05) per Class A Unit, payable on August 15, 2006 to unit holders of record as of the close of business on June 30, 2006.
(9) PENSION PLAN
The Partnership sponsors a defined benefit pension plan covering employees that are members of a union bargaining unit. The Partnership’s funding policy is to contribute an amount to the plan sufficient to meet the minimum funding requirements set forth in the Employee Retirement Income Security Act of 1974.
COMPONENTS OF NET PERIODIC BENEFIT COST
| | Pension Benefits
3 months ended | | Pension Benefits
6 months ended | |
| | 6/30/06 | | 6/30/05 | | 6/30/06 | | 6/30/05 | |
Service Cost | | $ | 14,817 | | $ | 14,239 | | $ | 29,634 | | $ | 28,477 | |
Interest Cost | | 7,042 | | 5,822 | | 14,084 | | 11,644 | |
Expected Return on Assets | | (4,742 | ) | (4,823 | ) | (9,484 | ) | (9,645 | ) |
Amortization of Unrecognized Prior Service Costs | | 1,661 | | 1,661 | | 3,322 | | 3,322 | |
Amortization of Unrecognized Actuarial Loss | | 740 | | 51 | | 1,481 | | 102 | |
Net Periodic Pension Cost | | $ | 19,518 | | $ | 16,950 | | $ | 39,037 | | $ | 33,900 | |
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ML MACADAMIA ORCHARDS, L.P.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Significant Accounting Policies and Estimates
The Partnership prepares its Financial Statements in conformity with accounting principles generally accepted in the United States of America. Certain of our accounting policies, including the estimated lives assigned to our assets, determination of bad debt, estimated nut price, deferred farming costs, asset impairment, self-insurance reserves and the calculation of our income tax liabilities, require that we apply significant judgment in defining the appropriate assumptions for calculating financial estimates. By their nature, these judgments are subject to an inherent degree of uncertainty. Our judgments are based on our historical experience, terms of existing contracts, our observance of trends in the industry and crop, information provided by our customers and information available from outside sources, as appropriate. There can be no assurance that the actual results will not differ from our estimates. To provide an understanding of the methodology we apply, our significant accounting policies are discussed where appropriate in this discussion and analysis and in the notes to consolidated financial statements in the 2005 Form 10-K.
Results of Operations
In general, the macadamia nut crop season runs from July to June. The second quarter normally accounts for less than 4% of the fiscal year’s total harvest and farming revenues. However, significant rainfall during late 2004 delayed nuts falling from trees yielding significantly higher production during the second quarter of 2005 in comparison to 2006.
The Partnership’s financial results are principally driven by nut production, which is seasonal and highly contingent upon Hawaii’s climactic conditions. In general, nut production is highest during the third and fourth quarters of the fiscal year, with very low production in the first and second quarters.
The Partnership generated a net loss of $27,000 for the second quarter of 2006 on revenues of $1.3 million, including a positive adjustment of $343,000 related to the final audit of the 2005 nut price. The final 2005 contract price paid by Mauna Loa under the MLP I and MLP II contracts was $0.57 per pound. Net income for the second quarter of 2005 was $26,000 from revenues of $1.5 million. Net income (loss) per Class A Unit for the second quarters of 2006 and 2005 amounted to $0.00 and $0.00, respectively. Net cash flow per Class A Unit for the second quarters of 2006 and 2005, as defined in the Partnership Agreement, was ($0.04) and ($0.03), respectively.
Net loss for the six-month period ended June 30, 2006 was $127,000 from revenues of $2.8 million. Net loss for the six-month period ended June 30, 2005 was $1,000 from revenues of $4.6 million. Net loss per Class A Unit for the six-month periods ended June 30, 2006 and 2005 amounted to $0.02 and $0.00, respectively. Net cash flow per class A unit for the six-month periods ended June 30, 2006 and 2005 amounted to $(0.04) and $0.01, respectively. In the six-month period ended June 30, 2005 the Partnership recorded a $326,000 charge to expense for the extinguishment of the management agreement with MLR.
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Owned-orchard Segment
For the three months and the six months ended June 30, 2006 and 2005, nut production (wet in shell (WIS)), nut prices and revenues (column 1 new contracts WIS @ 20% and SK/DIS @ 30%, column 2 implied 2005 contracts used for 2006 nut deliveries WIS @ 25% and column 3 actual 2005 contracts) were as follows:
| | For the Three Months
Ended June 30, | | | |
| | WIS @ 20% | | Implied | | | | Change | |
| | SK/DIS @ 30% | | WIS @ 25% | | WIS @ 25% | | WIS @ 25% | |
| | 2006 | | 2006 | | 2005 | | | |
Field pounds delivered (000’s) | | 798 | | 798 | | 797 | | 0 | % |
Trash adjustment (000’s) | | (31 | ) | (13 | ) | (2 | ) | -550 | % |
Quality adjustment (000’s) | | (205 | ) | (86 | ) | (17 | ) | -406 | % |
Moisture adjustment (000’s) | | (4 | ) | 31 | | 73 | | -58 | % |
Contract pounds delivered (000’s) | | 558 | | 730 | | 851 | | -14 | % |
Nut price (per pound) | | 0.7313 | | 0.5586 | | 0.5354 | | 4 | % |
Net nut sales ($000’s) | | 408 | | 408 | | 456 | | -11 | % |
2005 nut price adjustment | | 343 | | 343 | | — | | | |
1st quarter 2006 price adjustment | | (16 | ) | (16 | ) | — | | | |
Total nut sales ($000’s) | | 735 | | 735 | | 456 | | 61 | % |
| | For the Six Months
Ended June 30, | | | |
| | WIS @ 20% | | Implied | | | | Change | |
| | SK/DIS @ 30% | | WIS @ 25% | | WIS @ 25% | | WIS @ 25% | |
| | 2006 | | 2006 | | 2005 | | | |
Field pounds delivered (000’s) | | 1,775 | | 1,775 | | 4,601 | | -61 | % |
Trash adjustment (000’s) | | (58 | ) | (19 | ) | (19 | ) | 0 | % |
Quality adjustment (000’s) | | (389 | ) | (137 | ) | (125 | ) | -10 | % |
Moisture adjustment (000’s) | | 16 | | 110 | | 281 | | -61 | % |
Contract pounds delivered (000’s) | | 1,344 | | 1,729 | | 4,738 | | -64 | % |
Nut price (per pound) | | 0.7378 | | 0.5735 | | 0.5537 | | 4 | % |
Net nut sales ($000’s) | | 992 | | 992 | | 2,624 | | -62 | % |
2005 nut price adjustment | | 343 | | 343 | | — | | | |
Total nut sales ($000’s) | | 1,335 | | 1,335 | | 2,624 | | -49 | % |
Contract pounds delivered for the second quarter of 2006 were 14% less than 2005 compared at WIS @ 25%. Contract pounds delivered for the six-month period ended June 30, 2006 were 64% less than 2005 compared at WIS @ 25%. The decrease was primarily attributable to the timing of nuts falling from trees. Due to unusually high rainfall in 2004, nuts that historically would have
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fallen during the fourth quarter of 2004 did not fall until the first and second quarters of 2005. Between March and December 2005 the rainfall was approximately 54% of historical averages, which adversely affected the spring 2006 nut production, resulting in only 1.8 million pounds in the spring of 2006 compared to 4.7 million pounds in the spring of 2005.
The average nut price received for the second quarter of 2006 was $0.56 per pound compared to $0.54 in 2005 based on WIS @ 25%. The average nut price received for the six-month period ended June 30, 2006 was $0.57 compared to $0.55 in 2005 based on WIS @ 25%. The increase was primarily attributable to an increase in the contract price from Mauna Loa Macadamia Nut Corporation (“Mauna Loa”) for 2006.
Production costs are based on annualized standard unit costs for interim reporting purposes. Cost of goods sold (owned-orchards segment) for the three-month period ended June 30, 2006 was $322,000, or $0.40 per pound compared to $296,000, or $0.37 per pound in 2005. Cost of goods sold (owned-orchards segment) for the six-month period ended June 30, 2006 was $735,000, or $0.41 per pound compared to $1.9 million, or $0.41 per pound in 2005.
The spring nut production quality is historically lower than the annual average because of the seasonality of the nut drop and longer related harvest intervals. As a greater quantity of nuts fall the harvest intervals are shortened. The less time that the nuts lie on the ground usually results in better quality. The Partnership’s management is addressing the quality of the nuts produced.
Crop Year Production Results
Macadamia nut production for the 2005-2006 crop year (July 1 to June 30) totaled 18.7 million pounds, which was 2.2 million pounds less than the 2004-2005 crop year. The Keaau and Mauna Kea regions experienced normal weather conditions during the nut development period which resulted in average production levels. The Ka’u region experienced about 54% of the normal rainfall during the period March to December 2005. The lack of rain resulted in a condition called moisture stress which affects negatively nut production in the following months. With an approximate seven month maturation cycle the spring crop of 2006 was negatively impacted. During the same months in 2004 rainfall was about 110% of the norm and combined with the late nut drop resulted in a positive nut production affect on the spring 2005 nut production.
Comparative crop year results by orchard area are shown below (in thousands of pounds):
| | For the Crop Year | | 2006 | | 2005 | |
| | Ended June 30, | | Over
2005 | | Over
2004 | |
2006 | | 2005 | | 2004 |
Keaau | | 6,478 | | 6,629 | | 7,291 | | -2 | % | -9 | % |
Ka’u | | 10,832 | | 12,736 | | 12,279 | | -15 | % | + 4 | % |
Mauna Kea | | 1,500 | | 1,557 | | 1,374 | | -4 | % | +13 | % |
Total Production | | 18,810 | | 20,922 | | 20,944 | | -10 | % | — | |
A review of the orchards by the Partnership’s operations personnel indicates that the annual nut production for calendar year 2006 should be near historical levels of 20 to 21 million pounds.
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Farming Segment
Revenue generated from the farming of macadamia orchards owned by other growers was $553,000 for the second quarter 2006, 47% lower than 2005. Farming expenses for the second quarter of 2006 were $522,000, which included $54,000 of depreciation expense. Farming revenues for the first half of 2006 amounted to $1.5 million, 24% lower than 2005. Farming expenses for the first half of 2006 were $1.4 million, including $108,000 in depreciation. The decrease in farming revenues was primarily attributable to lower production during the first half of 2006 compared to 2005.
General and Administrative Expense
General and administrative expense amounted to $364,000 for the second quarter 2006, compared to $280,000 in 2005. General and administrative expense for the six-month period ended June 30, 2006 was $658,000 compared to $530,000 in 2005. The increase in general and administrative expense is mainly due to increased costs associated with Sarbanes-Oxley, association dues and audit fees and decreased costs associated with tax services and SEC reporting.
Other Income and Expenses
Interest expense for the second quarter of 2006 was comparable to 2005. However, interest expense increased by $11,000 for the six-month period ended June 30, 2006, primarily due to higher interest rates and a higher average outstanding balance on the revolving line of credit.
Interest income for the second quarter of 2006 was comparable to 2005. However, interest income increased by $10,000 for the six-month period ended June 30, 2006, primarily due to higher interest rates and higher cash balances.
The change in other income (expense) was primarily attributed to crop insurance proceeds received during the second quarter of 2005. Crop insurance for the 2005-2006 crop year is currently being processed by the adjustor and is due in the third quarter 2006.
Liquidity and Capital Resources
Macadamia nut farming is seasonal, with production normally peaking in the fall and winter, however, farming operations continue year round. In general, a significant amount of working capital is required for much of the harvesting season.
The Partnership has a master Credit Agreement with American AgCredit, PCA comprised of a $5 million revolving line of credit and a 10-year, $4 million term loan. The Credit Agreement contains certain restrictions, which are discussed in Part II – Item 2 below.
At June 30, 2006, the Partnership had a cash balance of $909,000. For the six-month period ended June 30, 2006, cash flows from operating activities totaled $4.0 million, which were used to pay distributions to unit holders, purchase a macadamia nut orchard of approximately 20 acres and repay debt. At June 30, 2006 the Partnership’s working capital was $2.7 million and its current ratio 2.09 to 1, compared to $2.5 million and 2.48 to 1 at June 30, 2005, primarily due to an increase in cash, decrease in accounts receivable, an increase in line of credit borrowing and deferred farming costs.
For the three months ended June 30, 2006 net cash used by operations was $356,000 compared to net cash provided by operations for the three months ended June 30, 2005 of $661,000. For the six months ended June 30, 2006 net cash provided by operations was $4.0 million compared to $3.5
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million at June 30, 2005. The changes in weather have resulted in a maturation pattern that has affected nut production such that the annual production should approximate historical trends even though the spring production is less than normal.
At June 30, 2006, the Partnership had $2.6 million in outstanding debt, comprised of $1.6 million under the 10-year term loan, $1.0 million in drawings on the revolving line of credit and $16,000 related to capital lease obligations.
The Partnership anticipates borrowing from the revolving line of credit as necessary 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 cash on hand and borrowing capacity available to meet anticipated working capital needs for operations as presently conducted. However, the Partnership’s nut purchase contracts with Mauna Loa require Mauna Loa to make nut payments 30 days after the end of each month. During certain parts of the year, if payments are not received as the contracts require, available cash resources could be depleted.
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, 2006, a one percentage point increase or decrease in the applicable rate under the Credit agreement will result in an annual interest expense fluctuation of approximately $16,000.
Item 4. Controls and Procedures
(a) As of the end of the period covered by this Quarterly Report on Form 10-Q we carried out the evaluation required by paragraph (b) of Rules 13a-15 or 15d-15 of the Securities Exchange Act of 1934, as amended. The Partnership’s management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined under Rule 13a-15(e)) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this quarterly report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer concluded that the Partnership’s disclosure controls and procedures are effective and designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities and Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the requisite time periods specified in the rules and forms of the Securities and Exchange Commission.
(b) There have been no significant changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation referenced in paragraph (a) above.
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Part II - Other Information
Item 2. Changes in Securities
In connection with the Credit Agreement with American AgCredit, PCA, 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, 2004 cannot exceed the total of cumulative net cash flow beginning January 1, 2004 plus a base amount of $3.3 million.
4. Minimum tangible net worth of $49.9 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 was in compliance with all debt covenants as of June 30, 2006.
Item 5. Other Information
On June 1, 2006, the Partnership renegotiated nut purchase agreements with Mauna Loa Macadamia Nut Corporation which superseded all previous Macadamia Nut Purchase agreements commonly referred to as the MLP I contracts and MLP II contracts. The nut purchase agreement replacing the MLP I contracts is retroactive to January 1, 2006 and terminates on December 31, 2006. The purchase price is fixed at $0.75 per pound, adjusted to 20% moisture and 30% saleable kernel recovery to Dry in Shell (SK/DIS) basis. The nut purchase agreement replacing the MLP II contract is retroactive to January 1, 2006 and terminates on December 31, 2011. The purchase price ranges from $0.74 to $0.78 per pound, adjusted to 20% moisture and 30% SK/DIS basis. The entire agreements are available in the June 5, 2006 Form 8-K filing with the SEC.
Since 2001 the Partnership has leased Mauna Loa Macadamia Nut Corporation’s (Mauna Loa’s) husking facility and has been responsible for the husking process. Effective May 30, 2006 the Partnership and Mauna Loa agreed to terminate the Keaau Husking Contract, which was due to expire June 30, 2007. Mauna Loa will provide husking services at a cost not to exceed the 2005 cost of husking. Also, the Partnership will be allowed to divert husked nuts to other processors after December 31, 2006. The agreement will terminate January 1, 2012.
The Special Meeting of Unitholders of the Partnership, scheduled to be held on June 12, 2006, was not held due to an insufficient response level by the unitholders. The meeting has not been rescheduled.
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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 (loss) per Class A Unit |
| | |
31.1 | | Form of Rule 13a-14(a) [Section 302] Certifications |
| | |
31.2 | | Form of Rule 13a-14(a) [Section 302] Certifications |
| | |
32.1 | | Certification pursuant to 18 U.S.C Section 1350 |
| | As adopted pursuant to section 906 of the |
| | Sarbanes-Oxley Act of 2002 |
| | |
32.2 | | Certification pursuant to 18 U.S.C Section 1350 |
| | As adopted pursuant to section 906 of the |
| | Sarbanes-Oxley Act of 2002 |
(b) Reports on Form 8-K:
On May 9, 2006, the Partnership filed a “Regulation FD Disclosure” on Form 8-K, which included a copy of a press release issued by the Partnership setting forth the results of operations for the quarter ended March 31, 2006.
On June 5, 2006, the Partnership filed a “Regulation FD Disclosure” on Form 8-K, which included a copy of a press release issued by the Partnership related to the entering into a Material Definite Agreement.
On June 15, 2006, the Partnership filed a “Regulation FD Disclosure” on Form 8-K, which included a copy of a press release issued by the Partnership related to a Change in Directors.
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