UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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For the quarterly period ended March 31, 2007 | |||
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| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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Commission File Number 1-9145 | |||
ML MACADAMIA ORCHARDS, L.P.
(Exact Name of registrant as specified in its charter)
DELAWARE |
| 99-0248088 | ||
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) | ||
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26-238 Hawaii Belt Road, HILO, HAWAII |
| 96720 | ||
(Address of principal executive offices) |
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| Registrant’s telephone number, including area code: | (808) 969-8057 | ||
| Registrant’s website: | www.mlmacadamia.com | ||
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Depositary Units Representing |
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Class A Limited Partners’ Interests |
| New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
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 o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Act). Large accelerated filer o Accelerated filer o Non-accelerated filer x
Indicate by check mark whether the Registrant is a shell company as defined by Rule 12b-2 of the Securities Exchange Act of 1934. Yes o No x
As of May 11, 2007, Registrant had 7,500,000 Class A Units issued and outstanding.
EXPLANATORY NOTE
This Amendment on Form 10-Q/A to the Partnership’s Annual Report in Form 10-K for the quarter ended March 31, 2007 filed with the Securities and Exchange Commission on May 11, 2007 is filed to amend and revise the following:
Notes to Consolidated Financial Statements (6) Long-Term Debt the third paragraph last sentence is revised from:
The Partnership was in compliance with all debt covenants of the Credit Agreement at March 31, 2007 and 2006.
To:
The Partnership was in compliance with all debt covenants at March 31, 2006. At March 31, 2007 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the quarter ended March 31, 2007. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, Part II – Other Information, Item 2. Changes in Securities last sentence is revised from:
The Partnership was in compliance with all debt covenants of the Credit Agreement at March 31, 2007.
To:
At March 31, 2007 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the quarter ended March 31, 2007. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
In order to preserve the nature and character of the disclosures as originally filed, except to make the revisions described above, no attempt has been made in this Amendment to modify or update disclosures as presented in the Partnership’s Quarterly Report for events that occurred subsequent to its original filing on May 11, 2007. Accordingly, this Amendment should be read in conjunction with the Partnership’s subsequent filings with the Commission.
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(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. There were no amounts drawn on the line at March 31, 2007 or 2006.
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 promissory note agreement bear interest at rates ranging from 6.37 percent to 7.77 percent. At March 31, 2007 and 2006, 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 March 31, 2006. At March 31, 2007 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the quarter ended March 31, 2007. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
Capital lease obligations related to leased equipment amounted to $25,000 at March 31, 2006.
ML MACADAMIA ORCHARDS, L.P.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
Item 2. Changes in Securities
In connection with the Credit Agreement with American AgCredit, PCA, certain restrictions, in the form of financial covenants, are placed on the Partnership relating 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 1.0.
At March 31, 2007 the Partnership was in compliance with all debt covenants except for minimum tangible net worth. The Partnership was less than 0.4% below the required amount. The lender has provided a waiver to the loan covenant for the quarter ended March 31, 2007. Had the lender not waived this violation the Partnership would have been restricted in its ability to pay distributions to the limited partners.
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Item 6. Exhibits and Reports on Form 8-K
(a) The following documents are filed as part of this report:
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| 31.1 |
| Form of Rule 13a-14(a) [Section 302] Certification |
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| 31.2 |
| Form of Rule 13a-14(a) [Section 302] Certification |
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| 32.1 |
| Certification pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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| 32.2 |
| Certification pursuant to 18 U.S.C. Section 1350 As adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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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. | |||||
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| By | ML Resources, Inc. | ||||
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| Managing General Partner | ||||
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Date: August 10, 2007 | By | /s/ Dennis J. Simonis |
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| Dennis J. Simonis | ||||
| Chief Executive Officer and | |||||
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| President | ||||
| (and Duly Authorized Officer) | |||||
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| By | /s/ Wayne W. Roumagoux |
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| Wayne W. Roumagoux | |||||
| Principal Accounting Officer | |||||
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