SEC – ‘UPLOAD’ from 4/22/05 re: Royal Hawaiian Orchards, L.P. – ‘LETTER’

On:  Friday, 4/22/05, at 9:22am ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  9/12/06   ·   Accession #:  0-5-19726

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   5±    20K 


                                              April 22, 2005

via facsimile and U.S. mail                                                     

Mr. Wayne W. Roumagoux                                                          
Chief Financial Officer                                                         
ML Macadamia Orchards, L.P.                                                     
26-238 Hawaii Belt Drive                                                        
Hilo, HI        96720                                                           

Re:     ML Macadamia Orchards, L.P.                             
Form 10-K, Filed March 24, 2005                 
File No. 001-09145                              

Dear Mr. Roumagoux:                                                             

We have reviewed the above filing and have the following            
accounting comments.  Our review has been limited to your                       
financial                                                                       
statements and the related disclosures in Management`s Discussion               
and                                                                             
Analysis.  Where indicated, we think you should revise your                     
document                                                                        
in response to these comments.  If you disagree, we will consider               
your explanation as to why our comment is inapplicable or a                     
revision                                                                        
is unnecessary.  Please be as detailed as necessary in your                     
explanation.  In some of our comments, we may ask you to provide                
us                                                                              
with supplemental information so we may better understand your                  
disclosure.  After reviewing this information, we may or may not                
raise additional comments.                                                      

Please understand that the purpose of our review process is         
to                                                                              
assist you in your compliance with the applicable disclosure                    
requirements and to enhance the overall disclosure in your filing.              
We look forward to working with you in these respects.  We welcome              
any questions you may have about our comments or on any other                   
aspect                                                                          
of our review.  Feel free to call us at the telephone numbers                   
listed                                                                          
at the end of this letter.                                                      

10-K for the fiscal year ended December 31, 2004                                

Business of the Partnership, page 2                                             

Stabilization Payments, page 5                                                  

1. You state you received approximately $1.6 million of                         
"stabilization payments," from 1987 through 1993, in connection                 
with                                                                            
an orchard you acquired in 1986, and that you recorded the                      
receipts                                                                        
as a reduction in the cost basis of the orchard.  As a result, you              
have effectively been recognizing such payments in subsequent                   
periods` income by a reduced periodic depreciation expense.                     

However, under the terms of your agreement that you disclose, you               
state that when certain levels of excess annual cash flow from                  
this                                                                            
orchard are generated, you are obligated to effectively repay to                
the                                                                             
seller the stabilization payments you previously received.                      
Accordingly, it appears that the stabilization payments should be               
considered deposits, which are contingently repayable to the                    
seller                                                                          
in the event that annual cash flow from the orchard exceeds                     
certain                                                                         
target cash flows.  Any payments made in excess of the return of                
stabilization payments should be expensed as additional incentive               
rent, when incurred.                                                            

Please supplementally explain to us how you concluded to account                
for                                                                             
the stabilization payments as a reduction of the orchard`s cost                 
basis, particularly considering the subsequent contingency                      
associated                                                                      
with the eventual return of such payments to the seller.  Cite all              
authoritative accounting literature that you believe supports your              
accounting treatment.                                                           

Financial Statements, page 22                                                   

Income Statements, page 25                                                      

2. The presentation of your cost of goods and services sold on                  
your                                                                            
income statements may require revision, as the classification of                
such                                                                            
costs is not consistent with the presentation and classification                
of                                                                              
their corresponding revenue sources.  For example, your revenues                
are                                                                             
displayed as being from your two primary sources of "macadamia nut              
sales" and "contract farming revenue," but you do not disclose the              
corresponding costs for each category of revenue.  Due to the                   
inconsistencies in presentation, it appears your consolidated                   
statements of income require revision.  Please refer to Article 5-              
03(b)(1) and (2) of Regulation S-X if you require further                       
guidance.                                                                       

3. You disclose net cash flow per Class A Unit on the face of your              
income statements.  This appears to not comply with SFAS 95 and                 
FRR                                                                             
202.04.  Please amend your filing to eliminate this disclosure.                 
Notes to Financial Statements, page 28                                          

(5) Cash Flow Performance, page 33                                              

4. You disclose what appears to be a non-GAAP measure, "net cash                
flow," which you state is based on definitions used in the                      
partnership agreement.  However, you do not appear to have                      
complied                                                                        
with the disclosure and reporting requirements of Item 10(e) of                 
Regulation S-K.  Please amend your filing to fully comply with                  
Item                                                                            
10(e) of Regulation S-K.                                                        

Controls and Procedures, page 39                                                

5. You state your evaluation of your disclosure controls and                    
procedures was conducted within 90 days of the filing date of your              
report.  However, your evaluation must be completed as of the end               
of                                                                              
the period covered by your annual report.  Please amend your                    
filing                                                                          
so that your controls and procedures disclosure and                             
representations                                                                 
fully comply with the requirements and specific language of Item                
307                                                                             
of Regulation S-K and SEC Release No. 33-8238, issued on June 5,                
2003.  Please also eliminate the duplicate disclosure of this                   
section, which you have included under Item 7B, on page 21.                     

Similarly, your officers` certifications, included as exhibits to               
your report, must appropriately correspond to your controls and                 
procedures disclosure.  Accordingly, please also modify your                    
certifications when amending your filing, so that the                           
certifications                                                                  
you make are consistent with your controls and procedures                       
disclosure,                                                                     
and in compliance with Item 601 of Regulation S-K.  Please note                 
also                                                                            
that in Item 4(c) of Exhibit 31.1, your reference to quarterly                  
report                                                                          
should read annual report, as in Exhibit 31.2.                                  

Additionally, your Certifications Pursuant to 18 U.S.C.         
Section                                                                         
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act              
of                                                                              
2002, furnished in Exhibit 32, refer to the year ended December                 
31,                                                                             
2002, rather than 2004.                                                         

Closing Comments                                                                

As appropriate, please amend your filing(s) and respond to          
these comments within 10 business days or tell us when you will                 
provide us with a response.  You may wish to provide us with                    
marked                                                                          
copies of amendment(s) to expedite our review.  Please furnish a                
cover letter with your amendment(s) that keys your responses to                 
our                                                                             
comments and provides any requested supplemental information.                   
Detailed cover letters greatly facilitate our review.  Please                   
understand that we may have additional comments after reviewing                 
your                                                                            
amendment(s) and responses to our comments.                                     

We urge all persons who are responsible for the accuracy and        
adequacy of the disclosure in the filing(s) reviewed by the staff               
to                                                                              
be certain that they have provided all information investors                    
require                                                                         
for an informed decision.  Since the company and its management                 
are                                                                             
in possession of all facts relating to the company`s disclosure,                
they                                                                            
are responsible for the accuracy and adequacy of the disclosures                
they                                                                            
have made.  In connection with responding to our comments, please               
provide, in writing, a statement from the company acknowledging                 
that:                                                                           

the company is responsible for the adequacy and accuracy of the                 
disclosure in the filing(s);                                                    

staff comments or changes to disclosure in response to staff                    
comments                                                                        
do not foreclose the Commission from taking any action with                     
respect                                                                         
to the filing; and                                                              

the company may not assert staff comments as a defense in any   
proceeding initiated by the Commission or any person under the                  
federal securities laws of the United States.                                   

In addition, please be advised that the Division of             
Enforcement                                                                     
has access to all information you provide to the staff of the                   
Division of Corporation Finance in our review of your filing(s) or              
in                                                                              
response to our comments on your filing(s).                                     

You may contact Donald F. Delaney, at (202) 824-5353, or, in        
his absence, Jill S. Davis, at (202) 942-1996, if you have                      
questions                                                                       
regarding comments on the financial statements and related                      
matters.                                                                        
Please contact me at (202) 942-1870 with any other questions.                   
Direct                                                                          
all correspondence to the following ZIP code:  20549-0405.                      

                                          Sincerely,

                                                H. Roger Schwall
                                                  Assistant Director

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ML Macadamia Orchards, L.P.                                                     
April 22, 2005                                                                  
Page 1                                                                          

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-0405                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		9/12/06		CORRESP,  UPLOAD
Filed on:		4/22/05		UPLOAD
		3/24/05		10-K,  UPLOAD
		12/31/04		10-K,  10-K/A
		6/5/03
		12/31/02		10-K
				List all Filings

1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/24/05  Royal Hawaiian Orchards, L.P.     10-K       12/31/04    8:1.5M                                   Toppan Merrill/FA