Statistik Asas
| CIK | 792161 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Hawaiian Macadamia Nut Orchards LP - Unit - Ltd Partnership Int
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| August 17, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A 1 d598458dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 33)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T209 (CUSIP Number) Brad Nelson |
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| June 21, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A 1 d771103dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 32)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T209 (CUSIP Number) Brad Nelson |
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| June 18, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM 15-12B 15-12B 1 nnutu201806181512b.htm FORM 15-12B OMB APPROVAL OMB Number: 3235-0167 Expires: May 31, 2021 Estimated average burden hours per response.....1.50 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTION |
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| June 18, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / Royal Hawaiian Orchards, L.p. - SCHEDULE 13E3/A SC 13E3/A 1 nnutu20180614sc13e3a.htm SCHEDULE 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Royal Hawaiian Orchards, L.P. (Name of the Issuer) Royal Hawaiian Orchards, L.P. (Names of Person(s) Filing Statement) Depositary Units representing Class A Units o |
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| June 12, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / Royal Hawaiian Orchards, L.p. - SCHEDULE 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Royal Hawaiian Orchards, L.P. (Name of the Issuer) Royal Hawaiian Orchards, L.P. (Names of Person(s) Filing Statement) Depositary Units representing Class A Units of Limited Partnership Interests (Title of Class of Se |
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| June 11, 2018 |
Financial Statements and Exhibits, Other Events united stateS securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2018 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-9145 99-0248088 (Commiss |
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| June 11, 2018 |
Exhibit 99.1 For Immediate Release Contact: Bradford Nelson President Monday, June 11, 2018 Telephone: (303) 339-0500 Royal Hawaiian Orchards L.P. Announces Effective Date 1-for-2000 Reverse Unit Split and Going Private Transaction HILO, HI, June 11, 2018 – Royal Hawaiian Orchards, L.P. (the “Partnership”) (OTCQX: NNUTU) today announced that the one for 2,000 reverse split of the Partnership’s dep |
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| May 31, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / Royal Hawaiian Orchards, L.p. - SCHEDULE 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4) Royal Hawaiian Orchards, L.P. (Name of the Issuer) Royal Hawaiian Orchards, L.P. (Names of Person(s) Filing Statement) Depositary Units representing Class A Units of Limited Partnership Interests (Title of Class of Se |
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| May 29, 2018 |
Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders 8-K 1 nnutu201805288k.htm FORM 8-K united stateS securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2018 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpora |
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| May 29, 2018 |
Royal Hawaiian Orchards L.P. Announces 1-for-2000 Reverse Unit Split and Going Private Transaction Exhibit 99.1 For Immediate Release Contact: Bradford Nelson President Tuesday, May 29, 2018 Telephone: (303) 339-0500 Royal Hawaiian Orchards L.P. Announces 1-for-2000 Reverse Unit Split and Going Private Transaction HILO, HI, May 29, 2018 – Royal Hawaiian Orchards, L.P. (the “Partnership”) (OTCQX: NNUTU) today announced that the board of directors of its general partner has declared a one for 2,0 |
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| May 15, 2018 |
Statement re Computation of Net Income (Loss) per Class A Unit EX-11.1 2 ex114016.htm EXHIBIT 11.1 Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Ended March 31, 2018 2017 Net income (loss) Net income from continuing operations $ 587 $ 345 Net income (loss) from discontinued operations 2,388 (728 ) Net income (loss) 2,975 (383 ) Class A Unit Holders (ow |
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| May 15, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact nam |
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| May 7, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM DEFR14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. |
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| May 7, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / Royal Hawaiian Orchards, L.p. - SCHEDULE 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3) Royal Hawaiian Orchards, L.P. (Name of the Issuer) Royal Hawaiian Orchards, L.P. (Names of Person(s) Filing Statement) Depositary Units representing Class A Units of Limited Partnership Interests (Title of Class of Se |
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| April 27, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. CORRESP April 27, 2018 VIA EDGAR and E-Mail Perry J. Hindin Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549-3628 Re: Royal Hawaiian Orchards, L.P. Schedule 13E-3, as amended Filed on April 12, 2018 File No. 5-62439 Revised Definitive Information Statements on Schedule 14C Filed on April 12, 2018 File No. 1-09 |
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| April 12, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM DEFR14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. |
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| April 12, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. CORRESP April 12, 2018 VIA EDGAR and E-Mail Perry J. Hindin Special Counsel Office of Mergers and Acquisitions Division of Corporation Finance U.S. Securities and Exchange Commission Washington, D.C. 20549-3628 Re: Royal Hawaiian Orchards, L.P. Schedule 13E-3, as amended Filed on March 19 and March 30, 2018 File No. 5-62439 Preliminary and Definitive Information Statements on Schedule 14C Filed on March 1 |
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| April 12, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / Royal Hawaiian Orchards, L.p. - SCHEDULE 13E3/A SC 13E3/A 1 nnutu20180412sc13e3a.htm SCHEDULE 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2) Royal Hawaiian Orchards, L.P. (Name of the Issuer) Royal Hawaiian Orchards, L.P. (Names of Person(s) Filing Statement) Depositary Units representing Class A Units o |
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| March 30, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM DEF 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement ROYAL HAWAIIAN ORCHARDS, L. |
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| March 30, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / Royal Hawaiian Orchards, L.p. - SCHEDULE 13E3/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1) Royal Hawaiian Orchards, L.P. (Name of the Issuer) Royal Hawaiian Orchards, L.P. (Names of Person(s) Filing Statement) Depositary Units representing Class A Units of Limited Partnership Interests (Title of Class of Se |
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| March 19, 2018 |
Royal Hawaiian Orchards L.P. Announces Going Private Transaction EX-99.1 2 ex108311.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Contact: Bradford Nelson President Monday, March 19, 2018 Telephone: (303) 339-0500 Royal Hawaiian Orchards L.P. Announces Going Private Transaction HILO, HI, March 19, 2018 – Royal Hawaiian Orchards, L.P. (the “Partnership”) (OTCQX: NNUTU) today announced that it is filing with the Securities and Exchange Commission (the”SEC”) |
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| March 19, 2018 |
Financial Statements and Exhibits, Other Events united state securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2018 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-9145 99-0248088 (Commiss |
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| March 19, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM PRE 14C PRE 14C 1 nnutu20180317pre14c.htm FORM PRE 14C Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14C (RULE 14C-101) Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Def |
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| March 19, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. / Royal Hawaiian Orchards, L.p. - SCHEDULE 13E3 SC 13E3 1 nnutu20180318sc13e3.htm SCHEDULE 13E3 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Royal Hawaiian Orchards, L.P. (Name of the Issuer) Royal Hawaiian Orchards, L.P. (Names of Person(s) Filing Statement) Depositary Units representing Class A Units of Limi |
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| March 14, 2018 |
Royal Hawaiian Orchards L.P. Completes Sale of its Brands and Macadamia Snack Business EX-99.1 2 ex107892.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Contact: Bradford Nelson President Thursday, March 14, 2018 Telephone: (303) 339-0500 Royal Hawaiian Orchards L.P. Completes Sale of its Brands and Macadamia Snack Business HILO, HI, March 14, 2018 – Royal Hawaiian Orchards, L.P. (the “Partnership”) (OTCQX: NNUTU), through its wholly-owned subsidiary, Royal Hawaiian Macadamia N |
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| March 14, 2018 |
Financial Statements and Exhibits, Other Events 8-K 1 nnutu201803138k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2018 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpo |
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| March 9, 2018 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM 10-K (Annual Report) 10-K 1 nnutu2017123110k.htm FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWA |
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| March 9, 2018 |
Statement re: Computation of Net Income (Loss) per Class A Unit Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (in thousands, except per unit data) 2017 2016 Net income (loss) $ 1,187 $ (1,996 ) Class A Unitholders (ownership percentage) 99 % 99 % Net income (loss) allocable to Class A Unitholders $ 1,175 $ (1,976 ) Weighted Average Class A Units outstanding 18,095 11,100 Net income (loss) per Class A Unit $ 0.07 $ |
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| March 9, 2018 |
EX-21.1 3 ex106949.htm EXHIBIT 21.1 Exhibit 21.1 List of Subsidiaries Royal Hawaiian Macadamia Nut, Inc. (100%) Royal Hawaiian Services, LLC (100%) RHO Naalehu, LLC (100%) |
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| February 28, 2018 |
Royal Hawaiian Orchards L.P. To Sell its Brands and Macadamia Snack Business ex106315.htm Exhibit 99.1 For Immediate Release Contact: Bradford Nelson President Wednesday, February 28, 2018 Telephone: (303) 339-0500 Royal Hawaiian Orchards L.P. To Sell its Brands and Macadamia Snack Business HILO, HI, February 28, 2018 ? Royal Hawaiian Orchards, L.P. (the ?Partnership?) (OTCQX: NNUTU), has entered into a definitive agreement through its wholly-owned subsidiary, Royal Hawaii |
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| February 28, 2018 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits nnutu201802278k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 28, 2018 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdiction of |
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| February 28, 2018 |
ex106312.htm Exhibit 10.1 Asset Purchase Agreement This Asset Purchase Agreement (?Agreement?) is made effective as of February 28, 2018 (?Effective Date?), by and among Buderim Group Limited, an Australian corporation (?Buderim Parent?); MacFarms, LLC, a Hawaii limited liability company and wholly owned subsidiary of Buderim Parent (?Buyer?), and Royal Hawaiian Macadamia Nut, Inc., a Hawaii corpo |
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| November 14, 2017 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact |
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| November 14, 2017 |
Statement re Computation of Net Income (Loss) per Class A Unit EX-11.1 2 ex100147.htm EXHIBIT 11.1 Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Nine Months Ended September 30, Ended September 30, 2017 2016 2017 2016 Net income (loss) $ 161 $ (16 ) $ (807 ) $ (1,143 ) Class A Unit Holders (ownership percentage) x 99 % x 99 % x 99 % 99 % Net loss alloca |
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| August 14, 2017 |
NNUTU / Royal Hawaiian Orchards, L.P. FORM 10-Q (Quarterly Report) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact name |
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| August 14, 2017 |
ex11-1.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Six Months Ended June 30, Ended June 30, 2017 2016 2017 2016 Net loss $ (585 ) $ (497 ) $ (968 ) $ (1,126 ) Class A Unit Holders (ownership percentage) x 99 % x 100 % x 99 % 100 % Net loss allocable to Class A Unit Holders $ (579 ) $ |
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| July 17, 2017 |
ex10-1.htm Exhibit 10.1 SeventH amendment to AMENDED AND RESTATED credit AGREEMENT This Seventh Amendment to Amended and Restated Credit Agreement and Waiver dated as of July 13, 2017 (this ?Amendment?), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, ?Agent?), the ?Lenders? under and as defined in such Credit Ag |
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| July 17, 2017 |
Financial Statements and Exhibits nnutu201707148k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 13, 2017 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdiction of inco |
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| May 19, 2017 |
EX-99.B 3 d232184dex99b.htm EX-99.B Exhibit B POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any li |
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| May 19, 2017 |
EX-99.C Exhibit C AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of Royal Hawaiian Orchards, LP. Executed as a sealed instrument this 17th day of January, 2008. B |
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| May 19, 2017 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A 1 d232184dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 31)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson |
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| May 19, 2017 |
EX-99.A Exhibit A POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liability company, a t |
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| May 19, 2017 |
NNUTU / Royal Hawaiian Orchards, L.P. / Blank Barry W - SCHEDULE 13D/A Activist Investment SC 13D/A 1 barbl20170518sc13da.htm SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2)* Royal Hawaiian Orchards, LP - (Name of Issuer) Class A Units - (Title of Class of Securities) 78028T100 - (CUSIP Numb |
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| May 15, 2017 |
Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Ended March 31, 2017 2016 Net loss $ (383 ) $ (629 ) Class A Unit Holders (ownership percentage) x 99 % x 100 % Net loss allocable to Class A Unit Holders $ (379 ) $ (629 ) Weighted average Class A Units outstanding 11,100 11,100 Net loss per Cl |
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| May 15, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact nam |
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| May 11, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 nnutu201705118k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2017 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdi |
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| May 11, 2017 |
EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 For Immediate Release Contact: Bradford Nelson, President May 11, 2017 Telephone: (303) 339-0500 ROYAL HAWAIIAN ORCHARDS, L.P. FILES REGISTRATION STATEMENT FOR RIGHTS OFFERING Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today announced that it has successfully concluded its rights offering, which expired at 5:00 p.m., Eastern Time, on May 9, 2017. Th |
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| May 3, 2017 |
EX-99.A Exhibit A POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liability company, a t |
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| May 3, 2017 |
EX-99.C Exhibit C AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of Royal Hawaiian Orchards, LP. Executed as a sealed instrument this 17th day of January, 2008. B |
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| May 3, 2017 |
EX-99.B 3 d355153dex99b.htm EX-99.B Exhibit B POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any li |
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| May 3, 2017 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 30)* Royal Hawaiian Orchards, L.P. (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson 191 University Blvd, Suite 2 |
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| April 19, 2017 |
Table of Contents Filed pursuant to Rule 424(b)(2) Registration No. 333-216850 PROSPECTUS ROYAL HAWAIIAN ORCHARDS, L.P. Depositary Units Representing up to 11,100,000 Class A Units of Limited Partnership Interests Issuable upon the Exercise of Subscription Rights at $1.79 per Depositary Unit We are distributing, at no charge, to holders of our depositary units (the “Depositary Units”) representing |
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| April 19, 2017 |
ROYAL HAWAIIAN ORCHARDS, L.P. COMMENCES RIGHTS OFFERING ex99-1.htm Exhibit 99.1 For Immediate Release Contact: Bradford Nelson, President April 19, 2017 Telephone: (303) 339-0500 ROYAL HAWAIIAN ORCHARDS, L.P. COMMENCES RIGHTS OFFERING Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today announced commencement of a rights offering. Royal Hawaiian Orchards, L.P. (the ?Partnership?), today announced commencement of a rights offering (the ?Rights Offering?) |
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| April 19, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 nnutu201704188k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 19, 2017 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other juri |
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| April 17, 2017 |
nnutu20170414corresp.htm [Royal Hawaiian Orchards Letterhead] April 17, 2017 Via EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Tonya K. Aldave, Attorney-Advisor Re: Royal Hawaiian Orchards, L.P. Registration Statement on Form S-1 Filed March 21, 2017 File No. 333-216850 Dear Ms. Aldave: Pursuant to Rule 461(a) pro |
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| March 22, 2017 |
ROYAL HAWAIIAN ORCHARDS, L.P. FILES REGISTRATION STATEMENT FOR RIGHTS OFFERING ex99-1.htm Exhibit 99.1 For Immediate Release Contact: Bradford Nelson, President March 22, 2017 Telephone: (303) 339-0500 ROYAL HAWAIIAN ORCHARDS, L.P. FILES REGISTRATION STATEMENT FOR RIGHTS OFFERING Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today announced that it filed a registration statement on Form S-1. On March 21, 2017, Royal Hawaiian Orchards, L.P. (the ?Partnership?) filed a registra |
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| March 22, 2017 |
Financial Statements and Exhibits, Other Events 8-K 1 nnutu201703218k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 21, 2017 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other juri |
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| March 21, 2017 |
FORM OF NOTICE OF TAX INFORMATION Exhibit 99.8 FORM OF NOTICE OF TAX INFORMATION The tax information is provided in connection with the prospectus of Royal Hawaiian Orchards, L.P. (the “Partnership”), dated , 2017. Under the U.S. federal income tax laws, distributions that may be made by the Partnership on depositary units (the “Depositary Units”) representing Class A units of limited partner interests in the Partnership may be su |
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| March 21, 2017 |
FORM OF SUBSCRIPTION AGENT AGREEMENT SUBSCRIPTION AGENT AGREEMENT EX-4.4 3 ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF SUBSCRIPTION AGENT AGREEMENT SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of March , 2017, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Royal Hawaiian Orchards, L.P. (the “Company”). 1. The Company is offering (the “Rights Offering”) to the holder |
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| March 21, 2017 |
ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF NOMINEE HOLDER CERTIFICATION Exhibit 99.6 ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF NOMINEE HOLDER CERTIFICATION The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the “Rights”) to purchase depositary units (the “Depositary Units”) representing Class A units of limited partnership interests of Royal Hawaiian Orchards, L.P. (the “Partnership”) pursuant to the rights offering described |
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| March 21, 2017 |
Exhibit 99.4 FORM OF LETTER TO CLIENTS ROYAL HAWAIIAN ORCHARDS, L.P. Up to 11,100,000 Depositary Units Representing Class A Units Issuable upon the Exercise of Non-Transferable Subscription Rights at $ per Depositary Unit , 2017 To Our Clients: Royal Hawaiian Orchards, L.P. (the “Partnership”) has distributed, at no charge, to holders of its Depositary Units (the “Depositary Units”) representing C |
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| March 21, 2017 | ||
| March 21, 2017 |
Exhibit 99.2 FORM OF LETTER TO RECORD HOLDERS OF DEPOSITARY UNITS ROYAL HAWAIIAN ORCHARDS, L.P. Up to 11,100,000 Depositary Units Representing Class A Units Issuable upon the Exercise of Non-Transferable Subscription Rights at $ per Depositary Unit , 2017 Dear Holder of Depositary Units: This letter is being sent by Royal Hawaiian Orchards, L.P. (the “Partnership”) to holders of its Depositary Uni |
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| March 21, 2017 |
Exhibit 99.3 FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS ROYAL HAWAIIAN ORCHARDS, L.P. Up to 11,100,000 Depositary Units Representing Class A Units Issuable upon the Exercise of Non-Transferable Subscription Rights at $ per Depositary Unit , 2017 To Security Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being sent by Royal Hawaiian Orchards, L.P. (t |
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| March 21, 2017 |
FORM OF MANAGEMENT’S LETTER TO HOLDERS OF DEPOSITARY UNITS ROYAL HAWAIIAN ORCHARDS, L.P. Exhibit 99.9 FORM OF MANAGEMENT’S LETTER TO HOLDERS OF DEPOSITARY UNITS ROYAL HAWAIIAN ORCHARDS, L.P. Dear Holders of Depositary Units: On , 2017, Royal Hawaiian Orchards L.P. (the “Partnership”) commenced a rights offering and distributed to its holders of Depositary Units representing Class A Units of the Partnership (the “Depositary Units”) rights to purchase up to 11,100,000 Depositary Units r |
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| March 21, 2017 |
Exhibit 99.1 ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF INSTRUCTIONS AS TO EXERCISE OF RIGHTS CONSULT THE SUBSCRIPTION AGENT OR INFORMATION AGENT OR YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the “Rights Offering”) by Royal Hawaiian Orchards, L.P., a master limited partnership organized under the laws of Delaware (the “Partnership”), to the holders o |
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| March 21, 2017 |
FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS ISSUED BY ROYAL HAWAIIAN ORCHARDS, L.P. Exhibit 99.7 FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS ISSUED BY ROYAL HAWAIIAN ORCHARDS, L.P. This Notice of Guaranteed Delivery must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering (the “Rights Offering”) as described in the prospectus dated , 2017 (the “Prospectus”) of Royal Hawaiian Orchards, L.P., a master limited partnership organized under t |
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| March 21, 2017 |
As filed with the Securities and Exchange Commission on March 21, 2017 nnutu20170320s1.htm As filed with the Securities and Exchange Commission on March 21, 2017 Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or orga |
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| March 21, 2017 |
ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF BENEFICIAL OWNER ELECTION FORM Exhibit 99.5 Number of Rights ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the distribution of non-transferable rights to purchase depositary units (the “Depositary Units”) representing Class A units of limited partnership interests of Royal Hawaiian Orchards, L.P. This will instruc |
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| March 15, 2017 |
Exhibit 3.2 AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROYAL HAWAIIAN ORCHARDS, L.P. This Agreement of Limited Partnership entered into as of April 14, 1986, as amended and restated as of October 14, 1989, and as further amended and restated effective as of March 10, 2008, and as amended effective as of October 1, 2012, is made by and among ML Resources, Inc., a Hawaii corporation, ( |
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| March 15, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 1-9145 Commission File Number ROYAL HAWAIIAN ORCHARDS, L.P. (Exact name of registrant as specified in its charter) STATE OF DELAWARE 99-0248088 (State or other jurisdict |
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| March 15, 2017 |
nnutu2016123110k.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Loss per Class A Unit (in thousands, except per unit data) 2016 2015 Net loss $ (1,996 ) $ (2,192 ) Class A Unitholders (ownership percentage) 99 % 100 % Net loss allocable to Class A Unitholders $ (1,976 ) $ (2,192 ) Class A Units outstanding 11,100 11,100 Net loss per Class A Unit $ (0.18 ) $ (0.21 ) |
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| March 15, 2017 |
nnutu2016123110k.htm Exhibit 21.1 List of Subsidiaries Royal Hawaiian Macadamia Nut, Inc. (100%) Royal Hawaiian Services, LLC (100%) |
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| February 16, 2017 |
nnutu201702158k.htm Exhibit 10.1 DEFINITIVE TERMS OF SETTLEMENT AGREEMENT This Definitive Terms of Settlement Agreement (?Agreement?) is made and entered into this 14th day of February, 2017 (?Effective Date?) by and between ROYAL HAWAIIAN ORCHARDS, L.P. a Delaware Limited Partnership, f/k/a Mauna Loa Macadamia Partners, L. P., and ML Macadamia Orchards, L.P., 688 Kinoole Street, Suite 121, Hilo, |
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| February 16, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 nnutu201702158k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2017 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other j |
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| January 13, 2017 |
ex10-1.htm Exhibit 10.1 SIXTH amendment to AMENDED AND RESTATED credit AGREEMENT AND WAIVER This Sixth Amendment to Amended and Restated Credit Agreement and Waiver dated as of January 12, 2017 (this ?Amendment?), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, ?Agent?), the ?Lenders? under and as defined in such |
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| January 13, 2017 |
Financial Statements and Exhibits united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 12, 2017 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdiction of incorporation) (Commi |
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| January 13, 2017 |
EX-10.2 3 ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 SECOND amendment to credit AGREEMENT AND WAIVER This Second Amendment to Credit Agreement and Waiver dated as of January 12, 2017 (this “Amendment”), is made by and between American AgCredit, FLCA (“Lender”) and Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“Borrower”), with reference to the following: RECITALS A. Lender and Borrower |
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| November 14, 2016 |
Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 Net loss $ (17 ) $ (216 ) $ (1,143 ) $ (803 ) Class A Unit Holders (ownership percentage) x 99 % x 100 % x 100 % x 100 % Net loss allocable to Class A Unit Holders $ (17 ) $ |
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| November 14, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact |
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| November 14, 2016 |
Exhibit 10.1 WAIVER AGREEMENT This Waiver Agreement dated as of November 9, 2016 (this “Agreement”), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, “Agent”), the “Lenders” under and as defined in such Credit Agreement, Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“RHO”), Royal Hawaiian Services |
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| August 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q nnutu2016063010q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHA |
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| August 15, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q nnutu2016063010q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHA |
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| August 15, 2016 |
ex11-1.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net (loss) income $ (497 ) $ 71 $ (1,126 ) $ (587 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % x 100 % x 100 % Net (loss) income allocable to Class A Unit H |
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| July 21, 2016 |
EX-99.A 2 d173027dex99a.htm EX-99.A Exhibit A POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any li |
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| July 21, 2016 |
EX-99.B 3 d173027dex99b.htm EX-99.B Exhibit B POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any li |
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| July 21, 2016 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 29)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson 191 University Blvd, Suite 246 |
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| July 21, 2016 |
EX-99.D 5 d173027dex99d.htm EX-99.D Exhibit D STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of June 30, 2016 the (the “Effective Date”), by and between Crescent River Agriculture LLC, a Wyoming limited liability company (“Purchaser”), and Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“Seller”). RECITALS A. Seller is the sole shareho |
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| July 21, 2016 |
EX-99.C 4 d173027dex99c.htm EX-99.C Exhibit C AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of Royal Hawaiian Orchards, LP. Executed as a sealed instrument this |
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| July 6, 2016 |
EX-10.3 4 ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 fifTH amendment to AMENDED AND RESTATED credit AGREEMENT AND consent This Fifth Amendment to Amended and Restated Credit Agreement and Consent dated as of June 30, 2016 (this “Amendment”), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, “Agent”), the “Lenders” under |
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| July 6, 2016 |
EX-10.2 3 ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 MANAGEMENT AND INCENTIVE FEE WAIVER AGREEMENT This MANAGEMENT AND INCENTIVE FEE WAIVER AGREEMENT (the “Agreement”) dated as of June 30, 2016, is entered into by and between ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership (the “Partnership”) and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation and the sole general partner of the Partn |
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| July 6, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 nnutu201607058k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 30, 2016 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other juris |
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| July 6, 2016 |
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this “Agreement”) is made effective as of June 30, 2016 the (the “Effective Date”), by and between Crescent River Agriculture LLC, a Wyoming limited liability company (“Purchaser”), and Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“Seller”). RECITALS A. Seller is the sole shareh |
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| May 20, 2016 |
ex99-1.htm Exhibit 99.1 For Immediate Release Contact: Bradford Nelson President Friday, May 20, 2016 Telephone: 303-339-0500 ROYAL HAWAIIAN ORCHARDS, L.P. ANNOUNCES APPOINTMENT OF BRADFORD NELSON AS PRESIDENT OF THE MANAGING PARTNER AND MARK HARDING TO ITS BOARD Hilo, Hawaii ? Royal Hawaiian Resources, Inc., the managing partner of Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) (the ?Partnership?), |
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| May 20, 2016 |
Royal Hawaiian Orchards FORM 8-K (Current Report/Significant Event) nnutu201605208k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 18, 2016 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdiction of incor |
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| May 16, 2016 |
ex11-1.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Loss per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Ended March 31, 2016 2015 Net loss $ (629 ) $ (658 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % Net loss allocable to Class A Unit Holders $ (629 ) $ (658 ) Weighted average Class A Units outstanding 11,100 11,100 Net loss per |
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| May 16, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q nnutu2016033110q.htm Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCH |
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| April 18, 2016 |
EX-99.C 4 d177768dex99c.htm EX-99.C AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of Royal Hawaiian Orchards, LP. Executed as a sealed instrument this 17th day o |
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| April 18, 2016 |
EX-99.B POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liability company, a trustee of |
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| April 18, 2016 |
Royal Hawaiian Orchards SC 13D/A (Activist Acquisition of More Than 5% of Shares) SC 13D/A 1 d177768dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 28)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson |
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| April 18, 2016 |
EX-99.A 2 d177768dex99a.htm EX-99.A POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liab |
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| March 30, 2016 |
Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Loss per Class A Unit (in thousands, except per unit data) 2015 2014 Net loss $ (2,192 ) $ (6,193 ) Class A Unitholders x x (ownership percentage) 100 % 100 % Net loss allocable to Class A Unitholders $ (2,192 ) $ (6,193 ) Class A Units outstanding 11,100 11,100 Net loss per Class A Unit $ (0.21 ) $ (0.56 ) |
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| March 30, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 1-9145 Commission File Number ROYAL HAWAIIAN ORCHARDS, L.P. (Exact name of registrant as specified in its charter) STATE OF DELAWARE 99-0248088 (State or other jurisdict |
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| March 30, 2016 |
Exhibit 21.1 List of Subsidiaries Royal Hawaiian Resources, Inc. (100%) Royal Hawaiian Macadamia Nut, Inc. (100%) Royal Hawaiian Services, LLC (100%) |
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| March 16, 2016 |
EX-10.1 2 ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 FOURTH amendment to AMENDED AND RESTATED credit AGREEMENT AND WAIVER This Fourth Amendment to Amended and Restated Credit Agreement and Waiver dated as of March 11, 2016 (this “Amendment”), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, “Agent”), the “Lenders” under |
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| March 16, 2016 |
Financial Statements and Exhibits 8-K 1 nnutu201603158k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 11, 2016 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other juri |
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| March 16, 2016 |
EX-10.2 3 ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 FIRST amendment to credit AGREEMENT AND WAIVER This First Amendment to Credit Agreement and Waiver dated as of March 11, 2016 (this “Amendment”), is made by and between American AgCredit, FLCA (“Lender”) and Royal Hawaiian Orchards, L.P., a Delaware limited partnership (“Borrower”), with reference to the following: RECITALS A. Lender and Borrower are |
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| January 12, 2016 |
Royal Hawaiian Orchards SC 13D/A (Activist Acquisition of More Than 5% of Shares) SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 27)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson 191 University Blvd, Suite 246 Denver, |
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| November 16, 2015 |
ex11-1.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three Months Nine Months Ended September 30, Ended September 30, 2015 2014 2015 2014 Net loss $ (216 ) $ (1,421 ) $ (803 ) $ (4,653 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % x 100 % x 100 % Net income (loss) allocable to Class |
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| November 16, 2015 |
Exhibit 10.1 THIRD amendment to AMENDED AND RESTATED credit AGREEMENT This Third Amendment to Amended and Restated Credit Agreement dated as of September 22, 2015 (this “Amendment”), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, “Agent”), the “Lenders” under and as defined in such Credit Agreement, Royal Hawaii |
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| November 16, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 10-Q 1 nnutu2015093010q.htm FORM 10-Q Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-914 |
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| August 31, 2015 |
ex99-1.htm Exhibit 99.1 INDEPENDENT AUDITORS? REPORT To the Partners Royal Hawaiian Orchards, L.P. Hilo, Hawaii We have audited the accompanying statement of the Becker Orchards for the year ended December 31, 2014. MANAGEMENT?S RESPONSIBILITY FOR THE STATEMENT OF REVENUE Management is responsible for the preparation and fair presentation of the statement of revenue in accordance with the basis of |
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| August 31, 2015 |
Royal Hawaiian Orchards, L.P. Unaudited Pro Forma Condensed Consolidated Financial Statements ex99-2.htm Exhibit 99.2 Royal Hawaiian Orchards, L.P. Unaudited Pro Forma Condensed Consolidated Financial Statements Royal Hawaiian Orchards, L.P. (the ?Partnership?), is a vertically integrated producer, marketer and distributor of high-quality macadamia nut based products. The Partnership was formed as a master limited partnership in 1986 owning macadamia nut orchards on owned and leased land. |
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| August 31, 2015 |
Royal Hawaiian Orchards FORM 8-K/A (Current Report/Significant Event) nnutu201508278ka.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k/A current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2015 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdiction of i |
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| August 14, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact name |
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| August 14, 2015 |
ex11-1.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three months Six months ended June 30, ended June 30, 2015 2014 2015 2014 Net income (loss) $ 71 $ (2,979 ) $ (587 ) $ (3,232 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % x 100 % x 100 % Net income (loss) allocable to Class A Unit |
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| August 14, 2015 |
Exhibit 10.3 second amendment to AMENDED AND RESTATED credit AGREEMENT This Second Amendment to Amended and Restated Credit Agreement dated as of June 29, 2015 (this “Amendment”), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, “Agent”), the “Lenders” under and as defined in such Credit Agreement, Royal Hawaiian |
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| June 22, 2015 |
Royal Hawaiian Orchards FORM 8-K (Current Report/Significant Event) nnutu201506198k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 16, 2015 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdiction of inco |
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| June 22, 2015 |
ex10-1.htm Exhibit 10.1 CREDIT AGREEMENT Dated as of June 15, 2015 among ROYAL HAWAIIAN ORCHARDS, L.P. , as Borrower, and AMERICAN AGCREDIT, FLCA, as Lender TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.01 Certain Defined Terms. 1 1.02 Other Interpretive Positions. 12 1.03 Accounting Principles. 13 ARTICLE II THE TERM LOAN 14 2.01 Term Loan. 14 2.02 Optional Prepayments. 14 2.03 Reserved. 14 2. |
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| June 22, 2015 |
ex10-2.htm Exhibit 10.2 FIRST amendment to AMENDED AND RESTATED credit AGREEMENT This First Amendment to Amended and Restated Credit Agreement dated as of June 15, 2015 (this ?Amendment?), is made by and among American AgCredit, PCA, in its capacity as agent under the Credit Agreement referred to below (in such capacity, ?Agent?), the ?Lenders? under and as defined in such Credit Agreement, Royal |
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| June 11, 2015 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A 1 d941519dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 26)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson |
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| June 11, 2015 |
EX-99.C Exhibit C AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of Royal Hawaiian Orchards, LP. Executed as a sealed instrument this 17th day of January, 2008. B |
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| June 11, 2015 |
EX-99.B Exhibit B POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liability company, a t |
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| June 11, 2015 |
EX-99.A Exhibit A POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liability company, a t |
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| May 14, 2015 |
nnutu2015033110q.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Loss per Class A Unit (unaudited) (in thousands, except per unit data) Three months ended March 31, 2015 2014 Net loss $ (658 ) $ (253 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % Net loss allocable to Class A Unit Holders $ (658 ) $ (253 ) Weighted average Class A Units outstanding 11,100 9,660 Net |
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| May 14, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact nam |
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| April 17, 2015 |
Royal Hawaiian Orchards FORM 8-K (Current Report/Significant Event) nnutu201504168k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 13, 2015 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jurisdiction of inc |
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| April 17, 2015 |
ex10-1.htm Exhibit 10.1 ACQUISITION AGREEMENT GEYSER ASSET MANAGEMENT, INC., a Delaware corporation, as Agent for the Tenant in Common Investors listed on the attached Schedule I and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership PROPERTY:TMKs (3) 1-6-001-008, -019, -028, -032 and -033 EFFECTIVE DATE: April 13, 2015 Table of Contents Page 1. DEFINITIONS 1 1.1 CLOSING 1 1.2 CLOSING D |
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| March 31, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table Of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 1-9145 Commission File Number ROYAL HAWAIIAN ORCHARDS, L.P. (Exact name of registrant as specified in its charter) STATE OF DELAWARE 99-0248088 (State or other jurisdict |
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| March 31, 2015 |
Exhibit 10.27 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 27, 2015 among ROYAL HAWAIIAN ORCHARDS, L.P. , ROYAL HAWAIIAN RESOURCES, INC., ROYAL HAWAIIAN SERVICES, LLC, and ROYAL HAWAIIAN MACADAMIA NUT, INC., as Borrowers, THE OTHER PERSONS PARTY HERETO THAT ARE DESIGNATED AS CREDIT PARTIES, AMERICAN AGCREDIT, PCA, for itself, as a Lender and as Agent for all Lenders, and THE FINANCIAL I |
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| March 31, 2015 |
ex11-1.htm Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Loss per Class A Unit (in thousands, except per unit data) 2014 2013 Net loss $ (6,193 ) $ (3,670 ) Class A Unitholders x x (ownership percentage) 100 % 100 % Net loss allocable to Class A Unitholders $ (6,193 ) $ (3,670 ) Class A Units outstanding 11,100 7,500 Net loss per Class A Unit $ (0.56 ) $ (0.49 ) |
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| March 31, 2015 |
ex21-1.htm Exhibit 21.1 List of Subsidiaries Royal Hawaiian Resources, Inc. (100%) Royal Hawaiian Macadamia Nut, Inc. (100%) Royal Hawaiian Services, LLC (100%) |
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| March 11, 2015 |
Royal Hawaiian Orchards FORM 8-K/A (Current Report/Significant Event) nnutu201503108ka.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k/A (Amendment No. 1) current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 22, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or o |
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| March 4, 2015 |
8-K 1 nnutu201503038k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2015 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other ju |
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| March 4, 2015 |
TENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT EX-10.4 3 ex10-4.htm EXHIBIT 10.4 EXHIBIT 10.4 TENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS TENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of February 27, 2015, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corp |
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| March 4, 2015 |
THIRTEENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE nnutu201503038k.htm EXHIBIT 10.3 THIRTEENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Thirteenth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of February 27, 2015, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware l |
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| February 4, 2015 |
8-K 1 nnutu201502048k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2015 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other ju |
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| February 4, 2015 |
ex10-1.htm Exhibit 10.1 EMPLOYMENT AGREEMENT EXHIBITS A and B This Employment Agreement supersedes the Employment Agreement entered into on October 27, 2009 between ML Macadamia Orchards, L.P. and Randolph H. Cabral (“Employee”) (referred to hereinafter as the “Prior Agreement”). For purposes of clarity, the Prior Agreement is attached as Exhibit A. RECITALS Whereas, on October 1, 2012, ML Macadam |
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| February 2, 2015 |
NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT EX-10 3 ex10-2.htm EXHIBIT 10.2 EXHIBIT 10.2 NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS NINTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of January 30, 2015, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corpora |
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| February 2, 2015 |
TWELFTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE EX-10 2 ex10-1.htm EXHIBIT 10.1 EXHIBIT 10.1 TWELFTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Twelfth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of January 30, 2015, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaw |
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| February 2, 2015 |
8-K 1 nnutu201501318k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 30, 2015 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 001-9145 99-0248088 (State or other jur |
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| December 23, 2014 |
8-K 1 nnutu20141222b8k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 17, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other ju |
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| December 22, 2014 |
ex10-1.htm Exhibit 10.1 November 14, 2014 Mr. Jeffrey S. Girdner C/O 101 Aupuni Street, Suite 139 Hilo, HI 96720 Dear Jeffrey, I am pleased to offer you employment with Royal Hawaiian Resources, Inc. (“Company”). This offer is contingent upon your passing a drug screening, physical examination and satisfactory clearance of our standard background check. Position Your title will be Director of Fina |
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| December 22, 2014 |
ROYAL HAWAIIAN ORCHARDS, L.P. APPOINTS DIRECTOR OF FINANCE ex99-1.htm Exhibit 99.1 For Immediate Release Contact: Scott C. Wallace, President & CEO Monday, December 22, 2014 Telephone: (949) 661-6304, Ext 101 ROYAL HAWAIIAN ORCHARDS, L.P. APPOINTS DIRECTOR OF FINANCE Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) announced today that Jeffrey S. Girdner has joined Royal Hawaiian Resources, Inc., the Managing General Partner (the “General Partner”) of Royal H |
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| December 22, 2014 |
8-K 1 nnutu201412228k.htm FORM 8-K united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 22, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jur |
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| December 16, 2014 |
ELEVENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE nnutu201412158k.htm EXHIBIT 10.1 ELEVENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Eleventh Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of December 15, 2014, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limit |
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| December 16, 2014 |
EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT nnutu201412158k.htm EXHIBIT 10.2 EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS EIGHTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of December 15, 2014, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation form |
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| December 16, 2014 |
nnutu201412158k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 15, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commi |
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| November 20, 2014 |
nnutu201411198k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commi |
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| November 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table Of Contents 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 September 30, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-09145 ROYAL HAWAIIAN ORCHARDS, L.P. |
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| November 14, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition nnutu201411138k.htm united states securities and exchange commission Washington, D.C. 20549 form 8-k current report Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Comm |
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| November 14, 2014 |
ex11-1.htm Exhibit 11.1 ROYAL HAWAIIAN ORCHARDS, L.P. Computation of Net Loss per Class A Unit (unaudited) (in thousands, except per unit data) Three months Nine months ended September 30, ended September 30, 2014 2013 2014 2013 Net loss $ (1,421 ) $ (1,217 ) $ (4,653 ) $ (2,996 ) Class A Unit Holders (ownership percentage) x 100% x 100% x 100% x 100% Net loss allocable to Class A Unit Holders $ ( |
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| November 14, 2014 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS RESULTS FOR THIRD QUARTER 2014 ex99-1.htm Exhibit 99.1 For Immediate Release Contact: Scott C. Wallace, President & CEO Friday, November 14, 2014 Telephone: (949) 661-6304, Ext 101 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS RESULTS FOR THIRD QUARTER 2014 Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today reported financial results for its third quarter of 2014. Condensed Consolidated Statements of Comprehensive Loss (unaudited) (in |
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| October 21, 2014 |
EX-99.B 3 d807492dex99b.htm EX-99.B POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson her true and lawful attorney-in-fact and agent, for her and in her name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liab |
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| October 21, 2014 |
EX-99.C 4 d807492dex99c.htm EX-99.C AGREEMENT Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of Class A Units of Royal Hawaiian Orchards, LP. Executed as a sealed instrument this 17th day o |
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| October 21, 2014 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A 1 d807492dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 25)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson |
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| October 21, 2014 |
EX-99.A 2 d807492dex99a.htm EX-99.A POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS, that the person whose signature appears below hereby constitutes and appoints Brad Nelson his true and lawful attorney-in-fact and agent, for him and in his name, place and stead, in any and all capacities (including, but not limited to, as a general partner of any partnership, a member or manager of any limited liab |
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| October 1, 2014 |
TENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE nnutu201409308k.htm EXHIBIT 10.5 TENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Tenth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of September 30, 2014, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited pa |
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| October 1, 2014 |
SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT nnutu201409308k.htm EXHIBIT 10.6 SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS SEVENTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of September 30, 2014, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation f |
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| October 1, 2014 |
nnutu201409308k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Comm |
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| August 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table Of Contents 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, 2014 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-09145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exa |
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| August 14, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition nnutu201408128k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commis |
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| August 14, 2014 |
ex11-1.htm Exhibit 11.1 ROYAL HAWAIIAN ORCHARDS, L.P. Computation of Net Loss per Class A Unit (unaudited) (in thousands, except per unit data) Three months Six months ended June 30, ended June 30, 2014 2013 2014 2013 Net loss $ (2,979 ) $ (1,151 ) $ (3,232 ) $ (1,779 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % x 100 % x 100 % Net loss allocable to Class A Unit Holders $ (2,979 ) |
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| August 14, 2014 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS RESULTS FOR SECOND QUARTER 2014 ex99-1.htm Exhibit 99.1 For Immediate Release Contact: Scott C. Wallace, President & CEO Thursday, August 14, 2014 Telephone: (949) 661-6304, Ext 101 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS RESULTS FOR SECOND QUARTER 2014 Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today reported financial results for its second quarter of 2014. Condensed Consolidated Statements of Comprehensive Loss (unaudited) (i |
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| August 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 31, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction of incorporation) (Commission |
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| August 1, 2014 |
SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT EX-10 3 ex10-4.htm EXHIBIT 10.4 EXHIBIT 10.4 SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of July 31, 2014, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporatio |
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| August 1, 2014 |
NINTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE ex10-3.htm EXHIBIT 10.3 NINTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Ninth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of July 31, 2014, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership form |
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| July 22, 2014 |
8-K 1 nnutu201407228k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 16, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdic |
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| May 14, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 March 31, 2014 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact Nam |
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| May 14, 2014 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS FIRST QUARTER 2014 RESULTS Exhibit 99.1 For Immediate Release Contact: Scott C. Wallace, President & CEO Wednesday, May 14, 2014 Telephone: (949) 661-6304, Ext 101 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS FIRST QUARTER 2014 RESULTS Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) reported today a net loss of $253,000, or ($0.03) per weighted average Class A Unit for the first quarter of 2014 on revenues of $3.6 mill |
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| May 14, 2014 |
Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Loss per Class A Unit (unaudited) (in thousands, except per unit data) Three months ended March 31, 2014 2013 Net loss $ (253 ) $ (628 ) Class A Unit holders (ownership percentage) x 100 % x 100 % Net loss allocable to Class A Unit holders $ (253 ) $ (628 ) Weighted average Class A Units outstanding 9,660 7,500 Net loss per Class A Unit |
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| May 14, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer of i |
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| April 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 23, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer of |
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| April 28, 2014 |
EIGHTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE EXHIBIT 10.1 EIGHTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Eighth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of April 23, 2014, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly kno |
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| April 28, 2014 |
FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.2 FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of April 23, 2014, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation formerly known as ML RESOURCE |
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| April 2, 2014 |
Exhibit 16.1 April 2, 2014 Office of the Chief Accountant Securities and Exchange Commission 460 Fifth Street N.W. Washington, D.C. 20549 Re: Royal Hawaiian Orchards, L.P. Commission File Number: 1-9145 Dear Sirs/Madams: We have received a copy of, and are in agreement with, the statements being made by Royal Hawaiian Orchards, L.P. in Item 4.01 of its Form 8-K dated April 2, 2014, captioned “Chan |
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| April 2, 2014 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported) March 31, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer of |
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| March 28, 2014 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS 2013 OPERATING RESULTS EX-99.1 2 a14-89511ex99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release Contact: Scott Wallace President Friday, March 28, 2014 Telephone: (949) 661-6304 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS 2013 OPERATING RESULTS Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today reported a net loss of $3.7 million, or ($0.49) per Class A Unit for the year ended 2013 on revenues of $13.9 million |
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| March 28, 2014 |
Amendment of Leases and License, dated July 14, 2010, by and between the Partnership and Mauna Loa Exhibit 10.26 AMENDMENT OF LEASES AND LICENSE THIS AMENDMENT OF LEASES AND LICENSE, hereinafter called “this Amendment”, is made on this 14th day of July, 2010 by and between ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership (“MLMO”) and MAUNA LOA MACADAMIA NUT CORPORATION, a Hawaii corporation (“Mauna Loa”). RECITALS: A. International Air Service Co., Ltd., a California corporation (“IA |
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| March 28, 2014 |
Amendment of Leases and License, dated July 14, 2010, by and between the Partnership and Mauna Loa EX-10.25 2 a14-27881ex10d25.htm EX-10.25 Exhibit 10.25 AMENDMENT OF LEASES AND LICENSE THIS AMENDMENT OF LEASES AND LICENSE, hereinafter called “this Amendment”, is made on this 14th day of July, 2010 by and between ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership (“MLMO”) and MAUNA LOA MACADAMIA NUT CORPORATION, a Hawaii corporation (“Mauna Loa”). RECITALS: A. International Air Service |
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| March 28, 2014 |
Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (in thousands, except per unit data) 2013 2012 2011 Net income (loss) $ (3,670 ) $ (499 ) $ 712 Class A Unitholders (ownership percentage) x 100 % x 100 % x 100 % Net income (loss) allocable to Class A Unitholders $ (3,670 ) $ (499 ) $ 712 Class A Units outstanding 7,500 7,500 7,500 Net income (loss) per C |
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| March 28, 2014 |
Amendment of Leases and License, dated July 14, 2010, by and between the Partnership and Mauna Loa EX-10.27 4 a14-27881ex10d27.htm EX-10.27 Exhibit 10.27 AMENDMENT OF LEASES AND LICENSE THIS AMENDMENT OF LEASES AND LICENSE, hereinafter called “this Amendment”, is made on this 14th day of July, 2010 by and between ML MACADAMIA ORCHARDS, L.P., a Delaware limited partnership (“MLMO”) and MAUNA LOA MACADAMIA NUT CORPORATION, a Hawaii corporation (“Mauna Loa”). RECITALS: A. International Air Service |
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| March 28, 2014 |
Exhibit 21.1 List of Subsidiaries Royal Hawaiian Resources, Inc. (100%) Royal Hawaiian Macadamia Nut, Inc. (100%) Royal Hawaiian Services, LLC (100%) |
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| March 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 10-K 1 a14-2788110k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 1-9145 Commission File Number ROYAL HAWAIIAN ORCHARDS, L.P. (Exact Name of registrant as specified in its charter) STATE OF DELAWARE 99-0248 |
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| March 28, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 28, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer of |
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| February 20, 2014 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 24)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Brad Nelson 191 University Blvd, Suite 246 |
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| February 20, 2014 |
NNUTU / Royal Hawaiian Orchards, L.P. / Blank Barry W - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1)* Royal Hawaiian Orchards, LP (Name of Issuer) Class A Units (Title of Class of Securities) 78028T100 (CUSIP Number) Barry W. Blank 2777 Paradise Road Las Vegas, Nevada |
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| February 18, 2014 |
Royal Hawaiian Orchards L.P. Completes Rights Offering Exhibit 99.1 For Immediate Release Contact: Scott Wallace President Friday, February14, 2014 Telephone: (949) 661-6304 Royal Hawaiian Orchards L.P. Completes Rights Offering HILO, HI, February 14, 2014 — Royal Hawaiian Orchards, L.P. (the “Partnership) (OTCQX: NNUTU), has successfully completed its rights offering, which closed at 5:00 p.m., Eastern Time, on February 6, 2014. The rights offering a |
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| February 18, 2014 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 14, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction of incorporation) (Commiss |
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| January 15, 2014 |
424B4 1 a2217943z424b4.htm 424B4 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-192112 Registration No. 333-193356 PROSPECTUS ROYAL HAWAIIAN ORCHARDS, L.P. Depositary Units Representing up to 3,600,000 Class A Units of Limited Partnership Interests Issuable upon the Exercise of Subscription Rights at $2.55 pe |
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| January 14, 2014 |
S-1MEF 1 a13-2231915s1mef.htm S-1MEF As filed with the Securities and Exchange Commission on January 14, 2014 Registration No. 333-[ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact name of registrant as specified in its charter) Delaware 2421 99-0248088 (State or other ju |
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| January 14, 2014 |
EX-99.1 2 a14-35151ex99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release Contact: Scott Wallace President Tuesday, January 14, 2014 Telephone: (949) 661-6304 Royal Hawaiian Orchards L.P. Commences Rights Offering to Raise Growth Capital for expansion of Royal Hawaiian Orchards® brand HILO, HI, January 14, 2014 — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) (or “RHO”), one of the world’s largest gr |
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| January 14, 2014 |
Financial Statements and Exhibits, Other Events - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 14, 2014 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer o |
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| December 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 26, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer |
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| December 27, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 27, 2013 Registration No. |
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| December 27, 2013 |
SEVENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE EX-10.97 2 a13-271931ex10d97.htm EX-10.97 EXHIBIT 10.97 SEVENTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Seventh Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of December 26, 2013, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L |
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| December 27, 2013 |
FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.98 FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS FOURTH AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of December 26, 2013, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation formerly known as ML RE |
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| December 11, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on December 11, 2013 Registration No. |
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| November 6, 2013 |
EX-99.2 9 a2217273zex-992.htm EX-99.2 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.2 FORM OF LETTER TO RECORD HOLDERS OF DEPOSITARY UNITS ROYAL HAWAIIAN ORCHARDS, L.P. Up to 3,000,000 Depositary Units Representing Class A Units Issuable upon the Exercise of Non-Transferable Subscription Rights at $ per Depositary Unit , 2013 Dear Holder of Depositary Units: This let |
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| November 6, 2013 |
Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on November 5, 2013 Registration No. |
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| November 6, 2013 |
EX-99.3 10 a2217273zex-993.htm EX-99.3 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.3 FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS ROYAL HAWAIIAN ORCHARDS, L.P. Up to 3,000,000 Depositary Units Representing Class A Units Issuable upon the Exercise of Non-Transferable Subscription Rights at $ per Depositary Unit , 2013 To Security Brokers, Dealers, Commercial |
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| November 6, 2013 |
FORM OF NOTICE OF TAX INFORMATION EX-99.8 15 a2217273zex-998.htm EX-99.8 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.8 FORM OF NOTICE OF TAX INFORMATION The tax information is provided in connection with the prospectus of Royal Hawaiian Orchards, L.P. (the "Partnership"), dated , 2013. Under the U.S. federal income tax laws, distributions that may be made by the Partnership on depositary units (the |
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| November 6, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS THIRD QUARTER 2013 EARNINGS Exhibit 99.1 For Immediate Release Contact: Scott Wallace President Tuesday, November 5, 2013 Telephone: (949) 661-6304 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS THIRD QUARTER 2013 EARNINGS Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today reported a net loss of $1.2 million, or ($0.16) per Class A Unit for the third quarter of 2013 on revenues of $4.4 million as compared to net income |
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| November 6, 2013 |
EX-4.1 3 a2217273zex-41.htm EX-4.1 Exhibit 4.1 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED , 2013 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM AST PHOENIX ADVISORS, THE INFORMATION AGENT. ROYAL HAWAIIAN ORCHARDS, L.P. Organized under t |
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| November 6, 2013 |
Form of Subscription Agent Agreement FORM OF SUBSCRIPTION AGENT AGREEMENT EX-4.2 4 a2217273zex-42.htm EX-4.2 Exhibit 4.2 Form of Subscription Agent Agreement FORM OF SUBSCRIPTION AGENT AGREEMENT This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”) is entered into as of November , 2013, by and between American Stock Transfer & Trust Company, LLC (the “Subscription Agent”) and Royal Hawaiian Orchards, L.P. (the “Company”). 1. The Company is offering (the “Rights Offering” |
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| November 6, 2013 |
FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS ISSUED BY ROYAL HAWAIIAN ORCHARDS, L.P. EX-99.7 14 a2217273zex-997.htm EX-99.7 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.7 FORM OF NOTICE OF GUARANTEED DELIVERY FOR RIGHTS ISSUED BY ROYAL HAWAIIAN ORCHARDS, L.P. This Notice of Guaranteed Delivery must be used to exercise the subscription rights (the "Rights") pursuant to the rights offering (the "Rights Offering") as described in the prospectus dated , |
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| November 6, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF BENEFICIAL OWNER ELECTION FORM EX-99.5 12 a2217273zex-995.htm EX-99.5 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.5 Number of Rights ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials relating to the distribution of non-transferable rights to purchase depositary units (the "Depositary Units") repre |
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| November 6, 2013 |
Exhibit 3.4 CERTIFICATE OF LIMITED PARTNERSHIP OF MAUNA LOA MACADAMIA PARTNERS, L.P. This Certificate of Limited Partnership of Mauna Loa Macadamia Partners, L.P. (the “Partnership”), dated March 14, 1986, has been duly executed and is being filed by the undersigned in accordance with the provision of 6 Del. C. § 17-201, to form a limited partnership under the Delaware Revised Uniform Limited Part |
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| November 6, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 5, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer o |
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| November 6, 2013 |
EX-99.1 8 a2217273zex-991.htm EX-99.1 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.1 ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF INSTRUCTIONS AS TO EXERCISE OF RIGHTS CONSULT THE SUBSCRIPTION AGENT OR INFORMATION AGENT OR YOUR BANK OR BROKER AS TO ANY QUESTIONS The following instructions relate to a rights offering (the "Rights Offering") by Royal Hawaiian Orchards, L.P., |
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| November 6, 2013 |
FORM OF MANAGEMENT'S LETTER TO HOLDERS OF DEPOSITARY UNITS ROYAL HAWAIIAN ORCHARDS, L.P. EX-99.9 16 a2217273zex-999.htm EX-99.9 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.9 FORM OF MANAGEMENT'S LETTER TO HOLDERS OF DEPOSITARY UNITS ROYAL HAWAIIAN ORCHARDS, L.P. Dear Holders of Depositary Units: On , 2013, Royal Hawaiian Orchards L.P. (the "Partnership") commenced a rights offering and distributed to its holders of Depositary Units representing Class A |
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| November 6, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF NOMINEE HOLDER CERTIFICATION EX-99.6 13 a2217273zex-996.htm EX-99.6 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.6 ROYAL HAWAIIAN ORCHARDS, L.P. FORM OF NOMINEE HOLDER CERTIFICATION The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of rights (the "Rights") to purchase depositary units (the "Depositary Units") representing Class A units of limited partnership |
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| November 6, 2013 |
EX-99.4 11 a2217273zex-994.htm EX-99.4 QuickLinks - Click here to rapidly navigate through this document Exhibit 99.4 FORM OF LETTER TO CLIENTS ROYAL HAWAIIAN ORCHARDS, L.P. Up to 3,000,000 Depositary Units Representing Class A Units Issuable upon the Exercise of Non-Transferable Subscription Rights at $ per Depositary Unit , 2013 To Our Clients: Royal Hawaiian Orchards, L.P. (the "Partnership") h |
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| November 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents 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 September 30, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact |
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| November 5, 2013 |
Exhibit 11.1 ROYAL HAWAIIAN ORCHARDS, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three months Nine months ended September 30, ended September 30, 2013 2012 2013 2012 Net income (loss) $ (1,217 ) $ 296 $ (2,996 ) $ (509 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % x 100 % x 100 % Net income (loss) allocable to Class A Uni |
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| November 5, 2013 |
Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ROYAL HAWAIIAN ORCHARDS, L.P. This amendment to the Amended and Restated Agreement of Limited Partnership of Royal Hawaiian Orchards, L.P. (this “Amendment”) is duly adopted by Royal Hawaiian Resources, Inc., the managing general partner (the “Managing General Partner”) of Royal Hawaiian Orchards, L.P. (the “Part |
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| October 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 30, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer |
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| October 3, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. ANNOUNCES SCOTT WALLACE APPOINTED PRESIDENT EX-99.1 2 a13-217531ex99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release Contact: Scott Wallace President Thursday, October 3, 2013 Telephone: (949) 661-6304 ROYAL HAWAIIAN ORCHARDS, L.P. ANNOUNCES SCOTT WALLACE APPOINTED PRESIDENT Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today announced the resignation of John Kai from the position of President of Royal Hawaiian Resources, Inc |
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| September 3, 2013 |
SIXTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE EXHIBIT 10.95 SIXTH AMENDMENT TO REVOLVING LOAN PROMISSORY NOTE This Sixth Amendment to Revolving Loan Promissory Note (this “Amendment”) is made and entered into as of August 27, 2013, by and between AMERICAN AGCREDIT, PCA, an agricultural credit association chartered pursuant to the Farm Credit Act of 1971 (“Lender”), and ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly kno |
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| September 3, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 27, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction of incorporation) (Commissio |
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| September 3, 2013 |
THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT EXHIBIT 10.96 THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT THIS THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”), dated as of August 27, 2013, is by and among ROYAL HAWAIIAN ORCHARDS, L.P., a Delaware limited partnership formerly known as ML MACADAMIA ORCHARDS, L.P., and ROYAL HAWAIIAN RESOURCES, INC., a Hawaii corporation formerly known as ML RESOUR |
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| August 14, 2013 |
Exhibit 11.1 ROYAL HAWAIIAN ORCHARDS, L.P. Computation of Net Loss per Class A Unit (unaudited) (in thousands, except per unit data) Three months Six months ended June 30, ended June 30, 2013 2012 2013 2012 Net loss $ (1,151 ) $ (797 ) $ (1,779 ) $ (805 ) Class A Unit Holders (ownership percentage) x 100 % x 100 % x 100 % x 100 % Net loss allocable to Class A Unit Holders $ (1,151 ) $ (797 ) $ (1, |
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| August 14, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-1852918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction ( |
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| August 14, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS SECOND QUARTER 2013 EARNINGS EX-99.1 2 a13-185291ex99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release Contact: Jon Miyata Vice President & Chief Accounting Officer Wednesday, August 14, 2013 Telephone: (808) 747-8471 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS SECOND QUARTER 2013 EARNINGS Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today reported a net loss of $1.2 million, or ($0.15) per Class A Unit for the secon |
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| August 14, 2013 |
Table of Contents 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, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact Name |
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| July 23, 2013 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a13-1691218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Co |
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| July 23, 2013 |
SEPARATION AGREEMENT and GENERAL RELEASE EX-10.1 2 a13-169121ex10d1.htm EX-10.1 EXHIBIT 10.1 SEPARATION AGREEMENT and GENERAL RELEASE This is a Separation Agreement and General Release made and entered into between Dennis J. Simonis (“Simonis”) and Royal Hawaiian Resources, Inc. (“RHI”). The purpose of this Agreement is to summarize the terms that have been agreed upon for concluding Simonis’ employment and employment agreement with RHI. |
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| June 21, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 19, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer of i |
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| June 21, 2013 |
Royal Hawaiian Resources, Inc. 688 Kinoole Street, Suite 121 Hilo, Hawaii 96720 June 19, 2013 EX-10.1 2 a13-154151ex10d1.htm EX-10.1 Exhibit 10.1 Royal Hawaiian Resources, Inc. 688 Kinoole Street, Suite 121 Hilo, Hawaii 96720 June 19, 2013 Mr. John Kai 688 Kinoole St., #207 Hilo, HI 96720 Dear John: The Board of Directors of Royal Hawaiian Resources, Inc. (the “Company”) sincerely thanks you for agreeing to serve as President of the Company on an interim basis at this critical period. The |
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| June 11, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. ANNOUNCES JOHN KAI APPOINTED INTERIM PRESIDENT Exhibit 99.1 For Immediate Release Contact: John Kai President Tuesday, June 11, 2013 Telephone: (808) 969-8032 ROYAL HAWAIIAN ORCHARDS, L.P. ANNOUNCES JOHN KAI APPOINTED INTERIM PRESIDENT Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today announced that John Kai will succeed Mr. Dennis Simonis as the President of Royal Hawaiian Resources, Inc., the general partner of Royal Hawaiian |
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| June 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 5, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer of in |
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| May 14, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS FIRST QUARTER 2013 EARNINGS Exhibit 99.1 For Immediate Release Contact: Dennis J. Simonis President & CEO Tuesday, May 14, 2013 Telephone: (808) 969-8052 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS FIRST QUARTER 2013 EARNINGS Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today reported a net loss of $628,000, or ($0.08) per Class A Unit for the first quarter of 2013 on revenues of $2.0 million as compared to a net lo |
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| May 14, 2013 |
Table of Contents 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 March 31, 2013 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Exact Nam |
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| May 14, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 14, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer of in |
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| May 14, 2013 |
Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Loss per Class A Unit (unaudited) (in thousands, except per unit data) Three months ended March 31, 2013 2012 Net (loss) $ (628 ) $ (8 ) Class A Unit holders (ownership percentage) x 100 % x 100 % Net loss allocable to Class A Unit holders $ (628 ) $ (8 ) Class A Units outstanding 7,500 7,500 Net (loss) per Class A Unit $ (0.08 ) $ 0.00 |
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| March 27, 2013 |
Exhibit 11.1 Royal Hawaiian Orchards, L.P. Computation of Net Income (Loss) per Class A Unit (in thousands, except per unit data) 2012 2011 2010 Net income (loss) $ (499 ) $ 712 $ (1,487 ) Class A Unitholders (ownership percentage) x 100 % x 100 % x 100 % Net income (loss) allocable to Class A Unitholders $ (499 ) $ 712 $ (1,487 ) Class A Units outstanding 7,500 7,500 7,500 Net income (loss) per C |
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| March 27, 2013 |
Exhibit 10.94 ROYAL HAWAIIAN RESOURCES, INC. CHARTER OF THE NOMINATING, GOVERNANCE, AND COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS AS OF MARCH 13, 2013 I. PREFACE The primary responsibility of the Board of Directors of ROYAL HAWAIIAN RESOURCES, INC. (“Resources”) is to exercise its responsibilities as managing general partner and fiduciary of Royal Hawaiian Orchards, L.P. (the “Partnership”) |
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| March 27, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS 2012 OPERATING RESULTS; ANNOUNCES DISTRIBUTION EX-99.1 2 a13-89521ex99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release Contact: Dennis J. Simonis President & CEO March 27, 2013 Telephone: (808) 969-8052 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS 2012 OPERATING RESULTS; ANNOUNCES DISTRIBUTION Hilo, Hawaii - - Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU), formerly known as ML Macadamia Orchards, L.P., announced today that for the twelve months ended |
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| March 27, 2013 |
CONFIDENTIAL SEPARATION, WAIVER, AND RELEASE AGREEMENT Exhibit 10.95 CONFIDENTIAL SEPARATION, WAIVER, AND RELEASE AGREEMENT This Separation, Waiver, and Release Agreement (“Agreement”) is entered into by and between Royal Hawaiian Orchards, L.P. (“Royal Hawaiian”) and Bruce Clarke (“Mr. Clarke”) (collectively, the “Parties”; individually, a “Party”) and concerns the waiver and release of any possible dispute arising from, in connection with, or relati |
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| March 27, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 ROYAL HAWAIIAN ORCHARDS, L.P. (Formerly known as ML Macadamia O |
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| March 27, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 a13-895218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Co |
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| March 20, 2013 |
NNUTU / Royal Hawaiian Orchards, L.P. / EBRAHIMI FARHAD FRED - SC 13D/A Activist Investment SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 23)* Royal Hawaiian Orchards, L.P. (Name of Issuer) Class A Units (Title of Class of Securities) 55307U107 (CUSIP Number) Brad Nelson 283 Columbine Street, Suite |
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| February 11, 2013 |
ROYAL HAWAIIAN ORCHARDS, L.P. APPOINTS NEW EXECUTIVE OFFICER EX-99.1 2 a13-48891ex99d1.htm EX-99.1 Exhibit 99.1 For Immediate Release Contact: Dennis J. Simonis President & CEO February 11, 2013 Telephone: (808) 969-8052 ROYAL HAWAIIAN ORCHARDS, L.P. APPOINTS NEW EXECUTIVE OFFICER Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTC: NNUTU) announced today that Jon Miyata has joined the Partnership as its Vice President and Chief Accounting Officer effective F |
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| February 11, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 11, 2013 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction (Commission (IRS Employer |
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| December 21, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 14, 2012 Royal Hawaiian Orchards, L.P. (f.k.a. ML Macadamia Orchards, L.P.) (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other j |
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| December 13, 2012 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 5, 2012 Royal Hawaiian Orchards, L.P. (f.k.a. ML Macadamia Orchards, L.P.) (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other ju |
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| November 16, 2012 |
ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS THIRD QUARTER 2012 EARNINGS Exhibit 99.1 For Immediate Release Wednesday, November 14, 2012 ROYAL HAWAIIAN ORCHARDS, L.P. REPORTS THIRD QUARTER 2012 EARNINGS Hilo, Hawaii — Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU), one of the world’s largest growers of macadamia nuts, today reported net income of $296,000, or $0.04 per Class A Unit for the third quarter of 2012 on revenues of $6.3 million. In the third quarter of 2011, t |
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| November 16, 2012 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 14, 2012 Royal Hawaiian Orchards, L.P. (Exact name of registrant as specified in its charter) Delaware 1-9145 99-0248088 (State or other jurisdiction of incorporation) (Commiss |
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| November 14, 2012 |
Exhibit 11.1 ROYAL HAWAIIAN ORCHARDS, L.P. Computation of Net Income (Loss) per Class A Unit (unaudited) (in thousands, except per unit data) Three months Nine months ended September 30, ended September 30, 2012 2011 2012 2011 Net income (loss) $ 296 $ 38 $ (509 ) $ 153 Class A Unit Holders (ownership percentage) x 100 % x 100 % x 100 % x 100 % Net income (loss) allocable to Class A Unit Holders $ |
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| November 14, 2012 |
Table of Contents 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 September 30, 2012 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-9145 Royal Hawaiian Orchards, L.P. (Forme |
