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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-6510
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
HAWAII 99-0107542
(State or other jurisdiction (IRS Employer Identification
of incorporation or organization) number)
120 KANE STREET, P. O. BOX 187, KAHULUI, MAUI, HAWAII 96733-6687
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (808) 877-3351
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
Common Stock, without Par Value American Stock Exchange
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of
this Form 10-K or any amendment to this Form 10-K. [ ]
The aggregate market value, as of February 13, 2001, of the
voting stock held by non-affiliates of the registrant: $157,588,000.
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
Class Outstanding at February 13, 2001
Common Stock, no par value 7,195,800 shares
Documents incorporated by reference:
Parts I, II and IV -- Portions of the 2000 Annual Report to Security
Holders.
Part III - Portions of Proxy Statement dated March 26, 2001.
Exhibit Index--pages 15 - 17.
PART I
Item 1. BUSINESS
(a) General
Maui Land & Pineapple Company, Inc. is a Hawaii corporation,
the successor to a business organized in 1909. The Company consists
of a landholding and operating parent company as well as its principal
wholly owned subsidiaries, Maui Pineapple Company, Ltd. and Kapalua
Land Company, Ltd. The "Company," as used herein, refers to the
parent and all of its subsidiaries.
The Company participates in joint ventures that are accounted
for by the equity method. The most significant of these joint
ventures is Kaahumanu Center Associates, the owner and operator of a
regional shopping center.
The industry segments of the Company are as follows:
(1) Pineapple - includes growing pineapple, canning
pineapple in tinplated steel containers fabricated by the
Company, production of pineapple juice and fresh cut pineapple
products and marketing of canned pineapple products and
fresh whole and fresh cut pineapple.
(2) Resort - includes the development and sale of resort
real estate, property management and the operation of
recreational and retail facilities and utility companies at
Kapalua, Maui.
(3) Commercial & Property - includes the Company's
investment in Kaahumanu Center Associates, the Napili Plaza
shopping center, and non-resort real estate development,
rentals and sales. It also includes the Company's land
entitlement and land management activities.
(b) Financial Information About Industry Segments
The information set forth under Note 16 to Consolidated
Financial Statements on page 18 of the Maui Land & Pineapple
Company, Inc. 2000 Annual Report is incorporated herein by reference.
(c) Narrative Description of Business
(1) Pineapple
Maui Pineapple Company, Ltd. is the operating
subsidiary for the Company's Pineapple segment. It owns and
operates fully integrated facilities for the production of
pineapple products.
Pineapple is cultivated on two Company-operated
plantations on Maui that provided approximately 94% of the
fruit processed in 2000. The balance of fruit processed was
purchased from an independent Maui grower. Two pineapple
crops are normally harvested from each new planting. The
first, or plant crop, is harvested approximately 18 to 23
months after planting, and the second, or ratoon crop, is
harvested 12 to 14 months later. A third crop, the second
ratoon, may also be harvested depending on a number of
conditions.
Harvested pineapple is processed at the Company's
cannery in Kahului, Maui, where a full line of canned
pineapple products is produced, including solid pineapple
in various grades and styles, juice and juice concentrates.
The cannery is located in a foreign trade zone and operates
most of the year; however, over 40% of production volume
takes place during June, July and August. The metal
containers used in canning pineapple are produced in a
Company-owned can plant on Maui. The metal is imported
from manufacturers in Japan. A warehouse is maintained at
the cannery site for inventory purposes.
The Company sells canned pineapple products as
store-brand pineapple with 100% HAWAIIAN U.S.A. stamped on
the can lid. Its products are sold principally to large
grocery chains, other food processors, wholesale grocers,
and to organizations offering a complete buyers' brand
program to affiliated chains and wholesalers serving both
retail and food service outlets. A substantial volume of
the Company's pineapple products is marketed through food
brokers. The Company sells fresh whole pineapple and
fresh cut pineapple products to retail and wholesale
grocers in Hawaii and the continental United States.
Research to develop new fresh cut and canned pineapple
products is ongoing.
In 1999, the Company was granted a U.S. patent on
its fresh cut pineapple technology, which enhances the
quality of the product while extending the shelf life.
The extended shelf life allows the Company to set up local
warehouse programs, thereby facilitating distribution to
retailers.
In 1997, Royal Coast Tropical Fruit Company, Inc.
(a wholly owned subsidiary of Maui Pineapple Company, Ltd.)
entered into a joint venture with an Indonesian pineapple
grower and canner. The joint venture, Premium Tropicals
International, LLC, markets and sells Indonesian canned
pineapple in the United States.
In 1999, Royal Coast Tropical Fruit Company, Inc.
formed a 51%-owned pineapple production subsidiary in
Central America. Pineapple cultivated in Central America
is sold principally as fresh whole fruit to the Company's
customers in the United States and Europe. Sales of the
Company's Central American pineapple began in the fourth
quarter of 2000.
In 2000, approximately 20 domestic customers
accounted for about 64% of the Company's pineapple sales.
Export sales, primarily to Japan, Canada and Western
Europe, amounted to approximately 3.3%, 3.4% and 4.6% of
total pineapple sales in 2000, 1999 and 1998, respectively.
Sales to the U.S. government, mainly the United States
Department of Agriculture, amounted to approximately 12.3%,
9.7% and 10.2% of total pineapple sales in 2000, 1999 and
1998, respectively. The Company's pineapple sales office
is in Concord, California.
As a service to its customers, the Company
maintains inventories of its products in public warehouses
in the continental U.S. The balance of its products is
shipped directly from Hawaii to its customers. The
Company's canned pineapple products are shipped from Hawaii
by ocean transportation and are then taken by truck or rail
to customers or to public warehouses. Fresh whole and
fresh cut pineapple is shipped by air or by ocean
transportation.
The Company sells its products in competition with
both foreign and U.S. companies. Its principal competitors
are three U.S. companies, Dole Food Company, Inc., Del
Monte Food Co., and Del Monte Fresh Produce Company, which
produce substantial quantities of pineapple products, a
significant portion of which is produced in Central America
and Southeast Asia. Other producers of pineapple products
in Thailand and Indonesia also are a major source of
competition. Foreign production has the advantage of lower
labor costs. The Company's principal marketing advantages
are the high quality of its fresh and canned pineapple, the
relative proximity to the West Coast United States fresh
fruit market and being the only U.S. canner of pineapple.
Other canned fruits and fruit juices also are a source of
competition. The price of the Company's products is
influenced by supply and demand of pineapple and other
fruits and juices.
The availability of water for irrigation is
critical to the cultivation of pineapple. The Upcountry
Maui area is commonly susceptible to drought conditions,
which can adversely affect pineapple operations by
resulting in poor yields (tons per acre) and lower
recoveries (the amount of saleable product per ton of
fruit processed). Approximately 83% of the fields in the
Company's Upcountry Maui plantation (Haliimaile) are
equipped with drip irrigation systems. Fields that are
not drip irrigated are in areas that typically receive
adequate rainfall. The Company's drip irrigation systems
and Company controlled or operated water sources help to
mitigate the effects of periodic drought conditions.
However, during periods of prolonged drought, the water
supply can drop below levels that are necessary to meet
all of the Haliimaile plantation's water requirements.
For further information regarding Pineapple
operations, see Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(2) Resort
Kapalua Resort is a master-planned, golf resort
community on Maui's northwest coast. The Resort
encompasses 1,650 acres bordering the ocean with three
white sand beaches and includes two hotels, eight
residential subdivisions, three championship golf
courses, two ten-court tennis facilities, a 22,000 square
foot shopping center and over ten restaurants. Water and
waste transmission utilities are included in the Resort's
operating activities. Approximately 300 acres are
available for further development within the Kapalua Resort.
Kapalua Land Company, Ltd. is the developing and
operating subsidiary of the Company's Resort segment. The
Resort segment also includes the following wholly owned
subsidiaries of the Company: Kapalua Water Company, Ltd.
and Kapalua Waste Treatment Company, Ltd., public utilities
providing water and waste transmission services for the
Kapalua Resort; Kapalua Advertising Company, Ltd., an
in-house advertising agency; and Kapalua Realty Company,
Ltd. (wholly owned by Kapalua Land Company, Ltd.), a
general brokerage real estate company located within the
Resort.
The Company, through subsidiaries and joint
ventures, developed the Kapalua Resort, which opened in
1975 with The Bay Course. At Kapalua, the Company owns
three golf courses (The Bay, The Village and The Plantation
Courses), one tennis facility (The Tennis Garden), a
shopping center (The Kapalua Shops), the land under both
hotels (The Ritz-Carlton, Kapalua and Kapalua Bay Hotel),
as well as the acreage available for development and
various on-site administrative and maintenance facilities.
The Company operates the golf and tennis facilities,
the shopping center, ten retail shops, a vacation rental
program (The Kapalua Villas), and certain services to the
Resort, including shuttle, security and maintenance of
common areas. The Company is the ground lessor under
long-term leases for both hotels and also receives rental
income from certain other properties. The Company manages
The Kapalua Club, a membership program that provides certain
rights and privileges within the Resort for its members.
In January 2000, the Kapalua Golf Academy and the
Hale Irwin-designed Village Course practice facility opened
for business. In August 2000, the Village Clubhouse was
opened. The clubhouse and golf academy development include
an 18-hole putting course and two commercial retail parcels.
This development provides the commercial foundation for the
central resort area. The current master plan includes a
future Town Center, resort spa and additional residential
development.
In December 2000, 12 of the 31 lots in Pineapple
Hill Estates single-family subdivision were sold and closed
escrow. No revenue was recognized on these sales in 2000
as they are being recognized on the percentage-of-completion
method. Construction of Pineapple Hill Estates subdivision
improvements will begin in the first quarter of 2001 and is
scheduled to be substantially completed during the fourth
quarter of 2001.
In the fourth quarter of 1999, the Company began
construction of 14 single-family lots on the remaining
acreage of Plantation Estates Phase II. All of the lots
were sold in 1999 and 12 sales closed escrow in November
and December of 1999. Construction of the subdivision
improvements was substantially completed during the second
quarter of 2000.
In 1997, the Company and an affiliate of Lend
Lease Real Estate Investment, Inc. (Lend Lease), owner of
the Kapalua Bay Hotel, formed a 50/50 joint venture,
Kapalua Coconut Grove LLC, to develop a 12-acre parcel
adjacent to the hotel. Lend Lease purchased a one-half
interest in the land from the Company prior to formation
of the venture. Presales of the 36 luxury beachfront
condominiums, called The Coconut Grove on Kapalua Bay,
began in August of 1999 and sales contracts on all 36
units were concluded by the second quarter of 2000.
Mass grading and site work began in the fourth quarter of
1999. Sales are expected to begin closing in the second
quarter of 2001 as construction of the buildings is
completed and title is transferred to the buyers.
The Kapalua Resort faces substantial competition
from alternative visitor destinations and resort
communities in Hawaii and throughout the world. Kapalua's
marketing strategies target upscale visitors with an
emphasis on golf. In 2000, approximately 19% of the
visitors to Maui were international travelers and 81% were
domestic. Kapalua's primary resort competitors on Maui
are Kaanapali, which is approximately five miles from
Kapalua, and Wailea on Maui's south coast. Kapalua's
total guestroom inventory accounts for approximately 10%
of the units available in West Maui and approximately 6%
of the total inventory on Maui.
Nationally televised professional golf tournaments
have been a major marketing tool for Kapalua. Since
January 1999, Kapalua has successfully hosted the Mercedes
Championships, the season opening event for the PGA TOUR.
Through the non-profit organization, Kapalua Maui
Charities, Inc., the Company has agreements with
Mercedes-Benz and the PGA TOUR to host and manage this
event at Kapalua through January 2002 and is currently
negotiating four year extensions of the agreements.
Advertising placements in key publications are designed to
promote Kapalua through the travel trade, consumer, golf
and real estate media.
For further information regarding Resort
operations, see Management's Discussion and Analysis of
Financial Condition and Results of Operations.
(3) Commercial & Property
Kaahumanu Center is the largest retail and
entertainment center on Maui with a gross leasable area
(GLA) of approximately 570,000 square feet. Kaahumanu
Center is owned by Kaahumanu Center Associates (KCA), a
50/50 partnership between the Company, as general partner,
and the Employees' Retirement System of the State of
Hawaii, as a limited partner. As of December 31, 2000,
131 tenants occupied 97% of the available GLA. Kaahumanu
Center faces substantial competition from other retail
centers in Kahului and other areas of Maui. Kahului has
approximately nine major shopping center destinations with
a combined GLA of approximately 1.9 million square feet of
retail space. Kaahumanu Center's primary competitors are
the Maui Mall and the Maui Marketplace, both located
within three miles of Kaahumanu Center.
Napili Plaza is a 45,000 square foot retail and
commercial office center located in West Maui. As of
December 31, 2000, 19 tenants occupied 82% of the GLA.
Napili Plaza faces competition from several retail
locations in the Napili area, which have approximately
231,000 square feet of retail space.
The Company's land entitlement and management
activities are included in the Commercial & Property
segment. Land entitlement is a lenghty process of
obtaining the required county, state and federal
approvals to proceed with planned development and use of
the Company's land and satisfying all conditions and
restrictions imposed in connection with such governmental
approvals. The Company actively works with regulatory
agencies and legislative bodies at all levels of
government to obtain necessary entitlements.
For further information regarding Commercial &
Property operations, see Management's Discussion and
Analysis of Financial Condition and Results of Operations.
(4) Employees
In 2000, the Company employed approximately 1,890
employees. Pineapple operations employed approximately
520 full-time and approximately 780 seasonal or
intermittent employees. Approximately 57% of the Pineapple
operations employees were covered by collective bargaining
agreements. Resort operations employed approximately 480
employees, of which approximately 14% were part-time
employees and approximately 29% were covered by collective
bargaining agreements. The Company's Commercial & Property
operations employed approximately 80 employees and
approximately 30 employees were engaged in administrative
activities.
(5) Other Information
The Company's Pineapple segment engages in continuous
research to develop techniques to reduce costs through crop
production and processing innovations and to develop and
perfect new products. Improved production systems have
resulted in increased productivity by the labor force.
Research and development expenses approximated $845,000 in
2000, $839,000 in 1999 and $815,000 in 1998.
The Company has reviewed its compliance with federal,
state and local provisions that regulate the discharge of
materials into the environment or otherwise relate to the
protection of the environment. The Company does not expect
any material future financial impact as a result of compliance
with these laws.
The Company has a commitment relating to the
filtration of water wells, as described in Note 13 to
Consolidated Financial Statements. The Company's share of the
cost to maintain and operate the filtration systems for the
existing wells and its share of the cost of the letter of
credit has been estimated and a reserve for this liability was
recorded in 1999. The reserve recorded in 1999 and
adjustments made thereto in 2000 did not have a material
effect on the Company's financial statements for the years
ended December 31, 2000 and 1999. The Company is unable to
estimate the range of potential financial impact for the
possible filtration cost for any future wells acquired or
drilled by the County of Maui and, therefore, has not made a
provision in its financial statements for such costs.
(d) Financial Information About Foreign and Domestic Operations
and Export Sales
Export sales only arise in the Company's Pineapple segment.
Export sales of pineapple products are primarily to Japan, Western
Europe and Canada. For the last three years, these sales did not
exceed 10% of total consolidated revenues.
Executive Officers of Registrant
Below is a list of the names and ages of the Company's
executive officers, indicating their position with the Company and
their principal occupation during the last five years. The current
terms of the executive officers expire in May of 2001 or at such
time as their successors are elected.
Gary L. Gifford (53) President and Chief Executive Officer since 1995
Paul J. Meyer (53) Executive Vice President/Finance since 1984
Douglas R. Schenk (48) Executive Vice President/Pineapple since 1995
Donald A. Young (53) Executive Vice President/Resort since 1995
J. Susan Corley (57) Vice President/Human Resources since 2000;
Director/Human Resources 1998 to 2000;
Director/Industrial Relations of Reynolds Metals
Co., Inc. 1994 to 1998
Scott A. Crockford (45) Vice President/Retail Property since 1995
Warren A. Suzuki (48) Vice President/Land Management & Development
since 1995
Item 2. PROPERTIES
The Company owns approximately 28,600 acres of land on Maui.
Approximately 30% of the acreage is used directly or indirectly in the
Company's operations and the remaining land is primarily in pasture or
forest reserve. This land, most of which was acquired from 1911 to
1932, is carried on the Company's balance sheet at cost. The Company
believes it has clear and unencumbered marketable title to all such
property, except for the following:
(a) a perpetual conservation easement granted to the State of
Hawaii on a 13-acre parcel at Kapalua;
(b) certain easements and rights-of-way that do not materially
affect the Company's use of its property;
(c) a mortgage on approximately 4,400 acres used in pineapple
operations, which secures the Company's $15 million term
loan agreement;
(d) a mortgage on the three golf courses at Kapalua, which
secures the Company's $15 million revolving credit and $8.8
million development line arrangement;
(e) a permanent conservation easement granted to The Nature
Conservancy of Hawaii, a non-profit corporation, covering
approximately 8,600 acres of forest reserve land;
(f) a $4,721,000 mortgage on the fee interest in Napili Plaza
shopping center; and
(g) a small percentage of the Company's land in various
locations on which multiple claims exist, for some of which
the Company has initiated quiet title actions.
Approximately 22,800 acres of the Company's land are located
in West Maui, approximately 5,700 acres are located in East Maui and
approximately 28 acres are located in Kahului, Maui.
The 22,800 acres in West Maui comprise a largely contiguous
parcel that extends from the sea to an elevation of approximately
5,700 feet and includes nine miles of ocean frontage with
approximately 3,300 lineal feet along sandy beaches, as well as
agricultural and grazing lands, gulches and heavily forested areas.
The West Maui acreage includes approximately 3,600 acres comprising
the Company's Honolua pineapple plantation and approximately 1,650
acres designated for the Kapalua Resort.
The East Maui property is situated at elevations between
1,000 and 3,000 feet above sea level on the slopes of Haleakala and
approximately 3,140 acres are in pineapple operations as the
Company's Haliimaile plantation.
The Kahului acreage includes a can manufacturing plant and
a pineapple-processing cannery with interconnected warehouses at
the cannery site where finished product is stored and the Company's
administrative offices.
Approximately 3,500 acres of leased land are used in the
Company's pineapple operations. A major operating lease covering
approximately 1,500 acres of land expired on December 31, 1999 and
is currently being renegotiated for a minimum term of ten years.
Fourteen leases expiring at various dates through 2018 cover the
balance of the leased property. The aggregate land rental for all
leased land was $589,000 in 2000.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
The information set forth under the caption "Common Stock"
on page 19 of the Maui Land & Pineapple Company, Inc. 2000 Annual
Report is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Selected
Financial Data" on page 20 of the Maui Land & Pineapple Company,
Inc. 2000 Annual Report is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
"Management's Discussion and Analysis of Financial
Condition and Results of Operations" on pages 21 through 24 of the
Maui Land & Pineapple Company, Inc. 2000 Annual Report is
incorporated herein by reference.
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
"Market Risk" on page 24 of the Maui Land & Pineapple
Company, Inc. 2000 Annual Report is incorporated herein by
reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The "Independent Auditors' Report," "Consolidated
Financial Statements," "Notes to Consolidated Financial
Statements" and "Quarterly Earnings (unaudited)" on pages 7
through 19 of the Maui Land & Pineapple Company, Inc. 2000 Annual
Report are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Security
Ownership of Management," "Section 16(a) Beneficial Ownership
Reporting Compliance" and "Election of Directors" on pages 6
through 8 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 26, 2001, is incorporated herein by
reference.
Information regarding the registrant's executive officers
is included in Part I, Item 1. BUSINESS.
Item 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Executive
Compensation" on pages 9 through 13 and under the subcaption
"Directors' Meetings and Committees" on page 8 of the Maui Land &
Pineapple Company, Inc. Proxy Statement, dated March 26, 2001, is
incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The information set forth under the caption "Security
Ownership of Certain Beneficial Owners and Management" on pages 4
through 6 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 26, 2001, is incorporated herein by
reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Compensation
Committee Interlocks and Insider Participation" on page 13 of the
Maui Land & Pineapple Company, Inc. Proxy Statement, dated March 26,
2001, is incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K
(a) 1. Financial Statements
The following Financial Statements of Maui Land & Pineapple
Company, Inc. and subsidiaries and the Independent Auditors' Report
are included in Item 8 of this report:
Consolidated Balance Sheets, December 31, 2000 and 1999
Consolidated Statements of Operations and Retained Earnings
for the Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Comprehensive Income for the
Years Ended December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedules
The following Financial Statement Schedule of Maui Land &
Pineapple Company, Inc. and subsidiaries and the Independent
Auditors' Report is filed herewith:
II. Valuation and Qualifying Accounts for the Years
Ended December 31, 2000, 1999 and 1998.
(a) 3. Exhibits
Exhibits are listed in the "Index to Exhibits" found on
pages 15 to 17 of this Form 10-K.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the last
quarter of the period covered by this report.
(d) The Financial Statements of Kaahumanu Center
Associates for the Years Ended December 31, 2000, 1999 and 1998
are filed as exhibits.
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of
Maui Land & Pineapple Company, Inc.:
We have audited the consolidated financial statements of Maui
Land & Pineapple Company, Inc. and its subsidiaries as of
December 31, 2000 and 1999 and for each of the three years in
the period ended December 31, 2000, and have issued our report
thereon, dated February 1, 2001. Such consolidated financial
statements and report are included in your 2000 Annual Report
and are incorporated herein by reference. Our audits also
included the financial statement schedule of Maui Land &
Pineapple Company, Inc. listed in Item 14(a)2. This financial
statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion based
on our audits. In our opinion, the financial statement
schedule, when considered in relation to the basic financial
statements taken as a whole, presents fairly in all material
respects the information set forth therein.
/S/ DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 1, 2001
SCHEDULE II
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
ADDITIONS
(DEDUCTIONS)
ADDITIONS CHARGED
BALANCE AT CHARGED TO TO OTHER BALANCE
BEGINNING COSTS AND ACCOUNTS DEDUCTIONS AT END
DESCRIPTION OF PERIOD EXPENSES (describe) (describe) OF PERIOD
(a) (b)
(Dollars in Thousands)
Allowance for
Doubtful Accounts
2000 $ 793 $ 465 $ -- $ (215) $ 1,043
1999 (c) 504 291 161 (163) 793
1998 (c) 567 202 9 (274) 504
(a) Recoveries.
(b) Write off of uncollectible accounts.
(c) Restated to include allowance for non-current receivables.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MAUI LAND & PINEAPPLE COMPANY, INC.
March 23, 2001 By /S/ GARY L. GIFFORD
Gary L. Gifford
President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the Registrant and in the capacities and on the dates indicated.
By /S/ RICHARD H. CAMERON Date March 23, 2001
Richard H. Cameron
Chairman of the Board
By /S/ PAUL J. MEYER Date March 23, 2001
Paul J. Meyer
Executive Vice President/Finance
(Principal Financial Officer)
By /S/ ADELE H. SUMIDA Date March 23, 2001
Adele H. Sumida
Controller & Secretary
(Principal Accounting Officer)
By /S/ DAVID A. HEENAN Date March 23, 2001
David A. Heenan
Director
By /S/ RANDOLPH G. MOORE Date March 23, 2001
Randolph G. Moore
Director
By /S/ FRED E. TROTTER III Date March 23, 2001
Fred E. Trotter III
Director
INDEX TO EXHIBITS
The exhibits designated by an asterisk (*) are filed herewith. The
exhibits not so designated are incorporated by reference to the
indicated filing. All previous exhibits were filed with the
Securities and Exchange Commission in Washington D. C. under file
number 0-6510.
3. Articles of Incorporation and By-laws
3. (i) Restated Articles of Association, as of February 24,
2000.
3. (ii) Bylaws (Amended as of March 29, 1999). Exhibit (3ii)
to Form 10-Q for the quarter ended March 31, 1999.
4. Instruments Defining the Rights of Security Holders.
Instruments defining the rights of holders of
long-term debt have not been filed as exhibits where
the amount of debt authorized thereunder does not
exceed ten percent of the total assets of the Company
and its subsidiaries on a consolidated basis. The
Company hereby undertakes to furnish a copy of any
such instrument to the Commission upon request.
4.1 (i) Amended and Second Restated Revolving Credit and Term
Loan Agreement, dated as of December 4, 1998.
Exhibit 4.1(i) to Form 10-K for the year ended
December 31, 1998.
(ii) 1999 Loan Modification Agreement, dated as of
December 30, 1999.
(iii) 2000 Loan Modification Agreement, effective as of
June 30, 2000. Exhibit 4 to Form 10-Q for the quarter
ended June 30, 2000.
(iv)* Loan Modification Agreement (December 2000),
effective as of December 11, 2000.
4.2 (i) Bridge Loan Agreement between Pacific Coast Farm
Credit Services, ACA and Maui Land & Pineapple Company,
Inc., dated December 30, 1998. Exhibit 4.2(i) to Form
10-K for the year ended December 31, 1998.
(ii) Term Loan Agreement between Pacific Coast Farm Credit
Services and Maui Land & Pineapple Company, Inc.,
entered into as of June 1, 1999. Exhibit 4(A) to Form
10-Q for the quarter ended June 30, 1999.
(iii) Modifications to Term Loan Agreement, dated February 16,
2000.
10. Material Contracts
10.1 (i) Limited Partnership Agreement of Kaahumanu Center
Associates, dated June 23, 1993. Exhibit (10)A to Form
10-Q for the quarter ended June 30, 1993.
(ii) Cost Overrun Guaranty Agreement, dated June 28, 1993.
Exhibit (10)B of Form 10-Q for the quarter ended
June 30, 1993.
(iii) Environmental Indemnity Agreement, dated June 28, 1993.
Exhibit (10)C to Form 10-Q for the quarter ended
June 30, 1993.
(iv) Indemnity Agreement, dated June 28, 1993. Exhibit
(10)D to Form 10-Q for the quarter ended June 30, 1993.
(v) Direct Liability Agreement, dated June 28, 1993.
Exhibit (10)E to Form 10-Q for the quarter ended
June 30, 1993.
(vi) Amendment No. 1 to Limited Partnership Agreement of
Kaahumanu Center Associates. Exhibit (10)B to Form 8-K,
dated as of April 30, 1995.
(vii) Conversion Agreement, dated April 27, 1995. Exhibit (
10)C to Form 8-K, dated as of April 30, 1995.
(viii) Indemnity Agreement, dated April 27, 1995. Exhibit
(10)D to Form 8-K, dated as of April 30, 1995.
10.2 (i)* Second Amended and Restated Hotel Ground Lease (The
Ritz-Carlton, Kapalua) between Maui Land & Pineapple
Company, Inc. (Lessor) and RCK Hawaii, LLC dba RCK
Hawaii-Maui (Lessee), effective as of January 31, 2001.
10.3 Compensatory plans or arrangements
(i) Executive Deferred Compensation Plan (revised as of
8/16/91). Exhibit (10)A to Form 10-Q for the quarter
ended September 30, 1994.
(ii) Executive Insurance Plan (Amended). Exhibit (10)A to
Form 10-K for the year ended December 31, 1980.
(iii) Supplemental Executive Retirement Plan (effective as
of January 1, 1988). Exhibit (10)B to Form 10-K for
the year ended December 31, 1988.
(iv) Restated and Amended Executive Change-In-Control
Severance Agreement (Gary L. Gifford, President/CEO),
dated as of March 16, 1999. Exhibit 10.3 (iv) to Form
10-K for the year ended December 31, 1998.
(v) Restated and Amended Executive Change-In-Control
Severance Agreement (Paul J. Meyer, Executive Vice
President/Finance), dated as of March 17, 1999.
Exhibit 10.3 (v) to Form 10-K for the year ended
December 31, 1998.
(vi) Restated and Amended Executive Change-In-Control
Severance Agreement (Donald A. Young, Executive Vice
President/Resort), dated as of March 16, 1999. Exhibit
10.3 (vi) to Form 10-K for the year ended December 31,
1998.
(vii) Restated and Amended Executive Change-In-Control
Severance Agreement (Douglas R. Schenk, Executive Vice
President/Pineapple), dated as of March 23, 1999.
Exhibit 10.3 (vii) to Form 10-K for the year ended
December 31, 1998.
(viii) Restated and Amended Change-In-Control Severance
Agreement (Warren A. Suzuki, Vice President/Land
Management), dated as of March 16, 1999. Exhibit 10.3
(viii) to Form 10-K for the year ended December 31,
1998.
(ix) Restated and Amended Change-In-Control Severance
Agreement (Scott A. Crockford, Vice President/Retail
Property), dated as of March 16, 1999. Exhibit 10.3
(ix) to Form 10-K for the year ended December 31, 1998.
(x) Executive Severance Plan, as amended through November 6,
1998. Exhibit 10.3 (x) to Form 10-K for the year ended
December 31, 1998.
10.4 (i) Hotel Ground Lease between Maui Land & Pineapple Company,
Inc. and The KBH Company. Exhibit (10)B to Form 10-Q for
the quarter ended September 30, 1985.
(ii) Third Amendment of Hotel Ground Lease, dated and effective
as of September 5, 1996. Exhibit (10)A to Form 10-Q for
the quarter ended September 30, 1996.
10.5 (i) Settlement Agreement and Release of All Claims (Board of
Water Supply of the County of Maui vs. Shell Oil Company,
et al.)
11. Statement re computation of per share earnings: Net
Income (Loss) divided by weighted Average Common Shares
Outstanding equals Net Income (Loss) Per Common Share.
13.* Annual Report to Security Holders: Maui Land & Pineapple
Company, Inc. 2000 Annual Report.
21. Subsidiaries of registrant:
All of the following were incorporated in the State of
Hawaii:
Maui Pineapple Company, Ltd.
Kapalua Land Company, Ltd.
Kapalua Advertising Company, Ltd.
Kapalua Water Company, Ltd.
Kapalua Waste Treatment Company, Ltd.
Honolua Plantation Land Company, Inc.
99. Additional Exhibits.
99.1* Financial Statements of Kaahumanu Center Associates for
the years ended December 31, 2000, 1999 and 1998.