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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-Q

 

ý

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

 

 

 

For the quarterly period ended March 31, 2003

 

 

 

OR

 

 

o

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

 

99-0248088

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

26-238 Hawaii Belt Drive HILO, HAWAII

 

96720

(Address Of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code:  808-969-8057

 

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   ý      No o

 

As of March 31, 2003, Registrant had 7,500,000 Class A Units issued and outstanding.

 

 



 

ML MACADAMIA ORCHARDS, L.P.

 

INDEX

 

Part  I - Financial Information

 

 

Item 1.

Financial Statements

 

 

 

 

Item 2.

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

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

Part II - Other Information

 

 

Item 2.

Changes in Securities

 

 

 

 

Item 5.

Other Information

 

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

Signature

 

 

 

Certifications

 

2



 

ML Macadamia Orchards, L.P.

Balance Sheets

(in thousands)

 

 

 

March 31,

 

December 31,
2002

 

 

 

2003

 

2002

 

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,475

 

$

203

 

$

31

 

Accounts receivable

 

2,209

 

4,807

 

5,656

 

Inventory of farming supplies

 

156

 

166

 

158

 

Annualized cost adjustment

 

929

 

684

 

 

Other current assets

 

231

 

223

 

191

 

Total current assets

 

5,000

 

6,083

 

6,036

 

Land, orchards and equipment, net

 

55,103

 

57,620

 

55,746

 

Intangible assets, net

 

20

 

23

 

21

 

Total assets

 

$

60,123

 

$

63,726

 

$

61,803

 

 

 

 

 

 

 

 

 

Liabilities and partners’ capital

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

473

 

$

474

 

$

473

 

Short-term borrowings

 

 

800

 

800

 

Accounts payable

 

159

 

272

 

400

 

Cash distributions payable

 

379

 

379

 

379

 

Accrued payroll and benefits

 

650

 

635

 

742

 

Other current liabilities

 

16

 

253

 

22

 

Total current liabilities

 

1,677

 

2,813

 

2,816

 

Long-term debt

 

2,901

 

3,374

 

2,920

 

Deferred income tax liability

 

1,218

 

1,220

 

1,218

 

Total liabilities

 

5,796

 

7,407

 

6,954

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Partners’ capital

 

 

 

 

 

 

 

General partners

 

543

 

563

 

549

 

Class A limited partners, no par or assigned value, 7,500 units issued and outstanding

 

53,784

 

55,756

 

54,300

 

Total partners’ capital

 

54,327

 

56,319

 

54,849

 

Total liabilities and partners’ capital

 

$

60,123

 

$

63,726

 

$

61,803

 

 

See accompanying notes to financial statements.

 

3



 

Income Statements (unaudited)

(in thousands, except per unit data)

 

 

 

Three months
ended March 31,

 

 

 

2003

 

2002

 

Macadamia nut sales

 

$

1,031

 

$

1,634

 

Contract farming revenue

 

1,274

 

975

 

Total revenues

 

2,305

 

2,609

 

Cost of goods and services sold

 

 

 

 

 

Costs expensed for farming and services

 

1,739

 

1,842

 

Depreciation and amortization

 

254

 

385

 

Other

 

97

 

90

 

Total cost of goods and services sold

 

2,090

 

2,317

 

Gross income

 

215

 

292

 

General and administrative expenses

 

 

 

 

 

Costs expensed under management contract with related party

 

56

 

61

 

Other

 

239

 

289

 

Total general and administrative expenses

 

295

 

350

 

Operating loss

 

(80

)

(58

)

Interest expense

 

(57

)

(97

)

Interest income

 

3

 

19

 

Loss before tax

 

(134

)

(136

)

Income tax expense

 

9

 

10

 

Net loss

 

$

(143

)

$

(146

)

 

 

 

 

 

 

Net cash flow (as defined in the Partnership Agreement)

 

$

92

 

$

210

 

 

 

 

 

 

 

Net loss per Class A Unit

 

$

(0.02

)

$

(0.02

)

 

 

 

 

 

 

Net cash flow per Class A Unit

 

$

0.01

 

$

0.03

 

 

 

 

 

 

 

Cash distributions per Class A Unit

 

$

0.05

 

$

0.05

 

 

 

 

 

 

 

Class A Units outstanding

 

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
March 31,

 

 

 

2003

 

2002

 

 

 

 

 

 

 

Partners’ capital at beginning of period:

 

 

 

 

 

General partners

 

$

549

 

$

569

 

Class A limited partners

 

54,300

 

56,275

 

 

 

54,849

 

56,844

 

 

 

 

 

 

 

Allocation of net loss:

 

 

 

 

 

General partners

 

(2

)

(2

)

Class A limited partners

 

(141

)

(144

)

 

 

(143

)

(146

)

 

 

 

 

 

 

Cash distributions:

 

 

 

 

 

General partners

 

4

 

4

 

Class A limited partners

 

375

 

375

 

 

 

379

 

379

 

 

 

 

 

 

 

Partners’ capital at end of period:

 

 

 

 

 

General partners

 

543

 

563

 

Class A limited partners

 

53,784

 

55,756

 

 

 

$

54,327

 

$

56,319

 

 

See accompanying notes to financial statements.

 

5



 

ML Macadamia Orchards, L.P.

Statements of Cash Flows (unaudited)

(in thousands)

 

 

 

Three months ended
March 31,

 

 

 

2003

 

2002

 

Cash flows from operating activities:

 

 

 

 

 

Cash received from good and services

 

$

5,862

 

$

4,489

 

Cash paid to suppliers and employees

 

(3,223

)

(3,829

)

Interest received

 

3

 

 

Net cash provided by operating activities

 

2,642

 

660

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

Acquisition of capital equipment

 

 

(6

)

Net cash used in investing activities

 

 

(6

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from drawings on line of credit

 

700

 

1,500

 

Repayment of line of credit

 

(1,500

)

(1,900

)

Capital lease payments

 

(19

)

(29

)

Cash distributions paid

 

(379

)

(379

)

Net cash used in financing activities

 

(1,198

)

(808

)

 

 

 

 

 

 

Net increase (decrease) in cash

 

1,444

 

(154

)

Cash at beginning of period

 

31

 

357

 

Cash at end of period

 

$

1,475

 

$

203

 

 

 

 

 

 

 

Reconciliation of net loss to net cash provided by operating activities:

 

 

 

 

 

Net loss

 

$

(143

)

$

(146

)

Adjustments to reconcile net loss to cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

254

 

385

 

Decrease in accounts receivable

 

3,449

 

1,679

 

Decrease (increase) in inventories

 

3

 

(9

)

Increase in annualized cost adjustment

 

(543

)

(424

)

Increase in other current assets

 

(40

)

(178

)

Decrease in accounts payable

 

(243

)

(193

)

Decrease in accrued payroll and benefits

 

(92

)

(224

)

Decrease in other current liabilities

 

(3

)

(230

)

Total adjustments

 

2,785

 

806

 

Net cash provided by operating activities

 

$

2,642

 

$

660

 

 

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 March 31, 2003, March 31, 2002 and December 31, 2002 and the results of operations, changes in partners’ capital and cash flows for the three months ended March 31, 2003 and 2002.  The results of operations for the period ended March 31, 2003 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 2002 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.

 

The following is a summary of each reportable segment’s operating income and the segment’s assets as of and for the three months ended March 31, 2003 and March 31, 2002.

 

Segment Reporting for the Three Months ended March 31, 2003

(in thousands)

 

 

 

Owned
Orchards

 

Contract
Farming

 

Intersegment
Elimination

 

Total

 

Revenues

 

$

1,031

 

$

2,175

 

$

(901

)

$

2,305

 

Composition of intersegment revenues

 

 

901

 

 

901

 

Operating income (loss)

 

(134

)

54

 

 

(80

)

Depreciation expense

 

182

 

72

 

 

254

 

Segment assets

 

53,733

 

6,390

 

 

60,123

 

 

7



 

Segment Reporting for the Three Months ended March 31, 2002

(in thousands)

 

 

 

Owned
Orchards

 

Contract
Farming

 

Intersegment
elimination

 

Total

 

Revenues

 

$

1,634

 

$

2,340

 

$

(1,365

)

$

2,609

 

Composition of intersegment revenues

 

 

1,365

 

 

1,365

 

Operating income (loss)

 

(140

)

82

 

 

(58

)

Depreciation expense

 

323

 

62

 

 

385

 

Segment assets

 

56,535

 

7,191

 

 

63,726

 

Expenditures for property and equipment

 

 

6

 

 

6

 

 

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)          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.

 

(5)          CASH DISTRIBUTIONS

 

On March 7, 2003, a first quarter cash distribution was declared in the amount of five cents ($0.05) per Class A Unit, payable on May 15, 2003 to unit holders of record as of the close of business on March 31, 2003.

 

8



 

ML MACADAMIA ORCHARDS, L.P.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

 

Results of Operations

 

For the first quarter 2003, ML Macadamia Orchards recorded a net loss of $143,000 or $0.02 per Class A Unit, compared to a net loss of $146,000, or $0.02 per Class A Unit, for the first quarter 2002.  Total revenues for the first quarter 2003 were $2.3 million, which included $1.3 million of farming service revenue.  First quarter 2002 revenue was $2.6 million, which included $975,000 of farming service revenue.

 

Owned-orchard Segment

 

For the three months ended March 31, 2003 and 2002, nut production, nut prices and nut revenues are summarized below:

 

 

 

For the Three Months
Ended March 31,

 

 

Change

 

 

 

2003

 

2002

 

 

 

 

Nut harvested (000's pounds WIS @25%)

 

2,285

 

3,385

 

-

32

%

Nut price (per pound)

 

$

0.4512

 

$

0.4823

 

-

6

%

Net nut sales ($000's)

 

1,031

 

1,634

 

-

37

%

 

Production for the three-month period ended March 31, 2003 was 2.3 million pounds, 32% less than for the first quarter 2002, and 32% less than the Partnership’s 10-year average of 3.4 million pounds for first quarter production.

 

Average nut prices received for the first quarter of 2003 were 45¢ per pound compared to an average of 48¢ per pound for the first quarter of 2002. The price that the Partnership receives for its nuts is based 50% on the current year processing and marketing results of Mauna Loa and 50% on USDA-reported macadamia nut prices for the two preceding years.  The USDA portion for the current year will be lower than the previous year by 5%.  The Mauna Loa portion of the current year’s nut price is currently estimated to be lower by about 2% compared to 2002.  However, the final nut price for the year will not be 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 2002, the actual average nut price received by the Partnership was 47¢ per pound.

 

Cost of goods sold (owned-orchard segment) for the first quarter 2003 was $1.2 million, or 51¢ per pound, compared to $1.4 million, or 42¢ per pound, for the first quarter 2002.  Production costs are based on annualized standard unit costs for interim reporting periods.

 

Farming Segment

 

Farming service revenue was $1.3 million for the first quarter 2003 compared with $975,000 for the first quarter 2002. The cost of services sold was $1.15 million in 2003 and $894,000 in 2002, which included $72,000 and $68,000 of depreciation expense, respectively.   As a result of the decrease in the nut price a more conservative approach to farming was implemented in 2001 and continued through 2002 and 2003.

 

In late 2002, a controversy arose surrounding the sale by C. Brewer & Co., Ltd. (CBCL) of approximately 155 tree acres to third parties.  CBCL reported to the Partnership that the buyers of the orchards did not

 

9



 

wish to assume the farming contracts, therefore, CBCL was terminating the contracts.  The Partnership believes the contracts are not terminable at will and is currently negotiating a settlement with CBCL.

 

General and Administrative Expenses

 

General and administrative expenses are lower for the first quarter 2003 by $55,000 compared to the same period in 2002.  This is a result of lower production and the utilization of standardized costing.

 

Other Income and Expenses

 

The Partnership recorded interest expense of $57,000 for the first quarter 2003 and $97,000 for the first quarter of 2002.  This was due to (1) the long-term loan used to acquire the farming operations, (2)  capitalized equipment leases, and (3) interest expense on the revolving line of credit.  The decrease is a result of the lower market interest rates, and lower debt in the first quarter 2003 than in the first quarter 2002.

 

Interest income was $3,000 for the first quarter of 2003 and $19,000 for the first quarter of 2002.

 

Liquidity and Capital Resources

 

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 harvesting season.

 

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.  On March 31, 2003 the Partnership had a cash balance of $1.5 million.  The Partnership anticipates borrowing from the revolving line of credit to fund working capital needs arising from the normal seasonal requirements of macadamia nut farming, usually from the beginning of harvesting operation in June or July to the following January.

 

On March 31, 2003, the Partnership had $3.4 million in outstanding long-term debt representing a $3.2 million ten-year note under its Credit Agreement and $174,000 of capital leases.  This compares to $3.8 million long-term debt at March 31, 2002, represented by $3.6 million ten-year note under its Credit Agreement and $248,000 of capital leases.  The Credit Agreement contains certain restrictions, which are discussed in Part II - Item 2 below.

 

On March 31, 2003 the Partnership’s working capital was $3.3 million and its current ratio was 2.98 to 1, up from $3.3 million and 2.16 to 1 on March 31, 2002.  The Partnership’s Credit Agreement requires a working capital minimum of $2.5 million and a minimum current ratio of 1.50 to 1. The Partnership is in compliance with the terms of its Credit Agreement.

 

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, with the September 2000 sale of Mauna Loa, the managing partner no longer has control over the timing of nut payments to the Partnership. The nut purchase contracts require Mauna Loa to make nut payments 30 days after the end of each quarter.  During certain parts of the year, if payments are not received, as the contracts require, available cash resources could be depleted.

 

On January 30, 2002, the Partnership received a payment of $2.4 million from Mauna Loa on a total receivable of $5.4 million. The balance of the December 31, 2001 receivable was subsequently paid in full.  Full payment was received on April 30, 2003 for first quarter 2003 nut deliveries, but approximately $375,000 remains past due for husking and other services.  It is anticipated that payment will be made, thus no reserve has been established.

 

10



 

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 March 31, 2003, a one percent increase or decrease in the applicable rate under the Credit agreement will result in an interest expense fluctuation of approximately $32,000.

 

Item 4.  Controls and Procedures

 

(a)  Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of disclosure controls and procedures, as such term is defined under Rule 13a-14(c) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), within 90 days of the filing date of this report.  Based on their evaluation, our principal executive officer and principal financial officer concluded that the Partnership’s disclosure controls and procedures are effective.

 

(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.

 

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.

4.              Minimum tangible net worth of $54.5 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.

 

Item 5.  Other Information

 

Effective April 30, 2003 J. Allen Kugle resigned as a director of ML Resourses, Inc.

 

11



 

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

 

 

 

99.1

 

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:

No reports on Form 8-K were filed during the first quarter of 2003.

 

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: May 8, 2003

By

/s/ John W. A. Buyers

 

 

 

John W. A. Buyers

 

 

Chairman and
Chief Executive Officer
(and Duly Authorized Officer)

 

 

 

 

 

 

 

By

/s/ Dennis J. Simonis

 

 

 

Dennis J. Simonis

 

 

President and
Chief Operating Officer
(and Duly Authorized Officer)

 

 

 

 

 

 

 

By

/s/ Wayne W. Roumagoux

 

 

 

Wayne W. Roumagoux

 

 

Principal Accounting Officer

 

12



 

CERTIFICATIONS

 

I, John W.A. Buyers, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of M. L. Macadamia Orchards, L.P.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:

May 8, 2003

 

 

  /s/  John W. A. Buyers

 

John W. A. Buyers

Chairman and Chief Executive Officer

 

13



 

I, Dennis J. Simonis, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of M. L. Macadamia Orchards, L.P.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:

May 8, 2003

 

 

/s/  Dennis J. Simonis

 

Dennis J. Simonis

President and Chief Operating Officer

 

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I, Wayne W. Roumagoux, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of M. L. Macadamia Orchards, L.P.;

 

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

 

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

Date:

May 8, 2003

 

 

/s/  Wayne W. Roumagoux

 

Wayne W. Roumagoux

Senior Financial Officer

 

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