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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K

(Mark One)  

ý

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

For the fiscal year ended December 31, 2003

or

o

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

For the transition period from                               to                              

Commission file number 0-6510


MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)

HAWAII
(State or other jurisdiction
of incorporation or organization)
  99-0107542
(IRS Employer
Identification number)

120 KANE STREET, P.O. BOX 187,
KAHULUI, MAUI, HAWAII
(Address of principal executive offices)

 

96733-6687
(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 ý    No o

        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. o

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes o    No ý

        The aggregate market value, as of June 30, 2003, of the voting stock held by non-affiliates of the registrant was $40,184,000. This computation assumes that all directors, executive officers and persons known to the Company to be the beneficial owners of more than ten percent of the Company's common stock are affiliates. Such assumption should not be deemed conclusive for any other purpose.

        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, 2004
Common Stock, no par value   7,295,800 shares

Documents incorporated by reference:
Part III—Portions of Proxy Statement dated to be filed on or before April 29, 2004.





TABLE OF CONTENTS

Forward-Looking Statements and Risk Factors   iv

PART I

 

 

 

 

Item 1.

 

Business

 

1
Item 2.   Properties   6
Item 3.   Legal Proceedings   7
Item 4.   Submission of Matters to a Vote of Security Holders   7

PART II

 

 

 

 

Item 5.

 

Market for Registrant's Common Equity and Related Stockholder Matters

 

8
Item 6.   Selected Financial Data   9
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   10
Item 7a.   Quantitative and Qualitative Disclosures About Market Risk   21
Item 8.   Financial Statements and Supplementary Data   22
Item 9.   Changes and Disagreement with Accountants on Accounting and Financial Disclosure   46
Item 9A.   Controls and Procedures   46

PART III

 

 

 

 

Item 10.

 

Directors and Executive Officers of the Registrant

 

46
Item 11.   Executive Compensation   46
Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters   46
Item 13.   Certain Relationships and Related Transactions   47
Item 14.   Principal Accountant Fees and Services   47

PART IV

 

 

 

 

Item 15.

 

Exhibits, Financial Statement Schedules and Reports on Form 8-K

 

47

SIGNATURES

 

52

iii



FORWARD-LOOKING STATEMENTS

        This report contains forward-looking statements (within the meaning of Private Securities Litigation Reform Act of 1995) as to a variety of matters, including the following:


        In addition, from time to time, the Company may publish forward-looking statements as to those matters or other aspects of the Company's anticipated financial performance, business prospects, new products, marketing initiatives or similar matters.

        Forward-looking statements contained in this report or otherwise made by the Company are subject to numerous factors that could cause the Company's actual results and experience to differ materially from expectations expressed by the Company. Factors that might cause such differences, among others, include:

iv



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 and its principal subsidiaries, including 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 was Kaahumanu Center Associates, the owner and operator of a regional shopping center, Queen Ka 'ahumanu Center.

        The industry segments of the Company in 2003 were as follows:

(b)    Financial Information About Segments    

        See Business Segments, Note 15 to Consolidated Financial Statements.

(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, Upcountry Maui and West Maui, which provided approximately 91% of the fruit processed in 2003. 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 be harvested depending on a number of conditions.

        Harvested pineapple is processed at the Company's cannery in Kahului, Maui, where a range 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. In 2003, approximately 37% of production volume took place during June, July and August. The metal

1



containers used in canning pineapple are produced in a Company-owned can plant at the cannery site. 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, the United States government 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, which is administered through the Company's sales office in Concord, California.

        The Company sells fresh whole pineapple from Hawaii to retail and wholesale grocers in Hawaii and the continental United States. Through Royal Coast Tropical Fruit Company, Inc. ("Royal Coast") (a wholly owned subsidiary of Maui Pineapple Company, Ltd.), the Company sold pineapple grown in Costa Rica to customers in the continental United States and in Europe. Royal Coast has a 51% ownership in a pineapple production subsidiary in Costa Rica. Substantially all of the assets of the Company's Costa Rican affiliate were sold in December 2003. See Discontinued Operations, Note 4 to Consolidated Financial Statements.

        Royal Coast also markets pineapple products produced outside of the state of Hawaii. Premium Tropicals International LLC, a joint venture between Royal Coast and an Indonesian pineapple grower and canner, markets and sells Indonesian canned pineapple in the United States.

        The Company sells pineapple juice and pineapple juice blended with orange juice in plastic polyethyleneteraphthalate ("PET") bottles in various sizes to large grocery chains in the continental United States. The pineapple juice ingredients are shipped in bulk from the Company's cannery on Maui to co-packers on the mainland that bottle the juice to the Company's specifications.

        The Company sold fresh-cut pineapple products to wholesale grocers in Hawaii and in the continental United States. This product line, which accounted for approximately 1% of the Pineapple segment sales in 2003 and 2% of sales in 2002, was discontinued in October 2003.

        As a service to its customers, the Company maintains inventories of its products in public warehouses in the continental United States. 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 pineapple is shipped by air or by ocean transportation.

        In 2003, approximately 20 United States customers accounted for about 53% of the Company's canned and fresh pineapple sales. Export sales, primarily to Japan, Canada and Western Europe, amounted to approximately 1.5%, 2.7% and 2.1% of the Company's canned pineapple sales in 2003, 2002 and 2001, respectively. Sales to the United States government, mainly the Department of Agriculture, amounted to approximately 20.3%, 16.5% and 19.2% of canned pineapple sales in 2003, 2002 and 2001, respectively.

        The Company sells its products in competition with both foreign and United States companies. Its principal competitors are three United States 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 Central America, 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 United States West Coast fresh fruit market and being the only United States canner of pineapple. Other fresh and 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.

2



        The availability of water for irrigation is critical to the cultivation of pineapple. The Upcountry Maui area is 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 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 Upcountry plantation's water requirements.

        The Company has been shifting its pineapple production towards the fresh pineapple market with the goal of optimizing the balance of production and sales between the canned and fresh pineapple segments. The Company intends to continue this shift towards greater levels of fresh fruit.

        (2)    Resort    

        Kapalua Resort is a master-planned, golf resort community on Maui's northwest coast. The Resort is part of approximately 23,000 acres of the Company's land-holdings in West Maui, most of which remain as open space. Presently, the Resort development includes 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 sewer transmission utilities are included in the Resort's operating activities. The Resort's present undeveloped acreage includes approximately 50 acres that is zoned for the planned Resort development.

        Kapalua Land Company, Ltd. is the developing and operating subsidiary of the Company's Resort segment. The Resort segment 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. 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), and various on-site administrative and maintenance facilities. The Kapalua Resort currently includes over 700 single-family lots, condominiums and homes.

        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 receives rental income from certain other properties. The Company manages The Kapalua Club, a membership program that provides certain benefits and privileges within the Resort for its members.

        The Kapalua Golf Academy at the Village Course, a state-of-the-art teaching and practice facility that was developed in conjunction with PGA Touring Professional Hale Irwin and the Kapalua golf staff, opened in 2000. The golf academy is located on 23 acres and is part of the commercial foundation for the Central Resort area. The current master plan for the Central Resort includes a future commercial Town Center, resort spa and additional residential development. Design and entitlement work continue on the Central Resort master plan.

        The Company has preliminary County of Maui approval for the subdivision plans and drawings for the next phase of Plantation Estates at Kapalua. After it has obtained the final approval from the

3



County, the Company will proceed in an effort to obtain the state and federal registrations of the subdivision that are necessary before offering the lots for sale. This phase consists of 25 agricultural lots ranging in size from three acres to over fifteen acres. Although no assurance can be given, it is presently estimated that construction of the subdivision improvements could begin later in 2004.

        The Company has begun the planning and entitlement process for a proposed expansion of the Kapalua Resort into approximately 925 acres of Company-owned lands located upslope of the Resort (Kapalua Mauka). If and when necessary governmental approvals are secured and the development proceeds, this expansion would, under current plans, include a possible expansion of the Resort's Village Golf Course, development of up to 690 single and multifamily residential units, and commercial components. Estimating the timing of obtaining necessary land use entitlement is difficult and it may be several years before construction can start and product is available for sale. Completion of this development could take 10 to 15 years or more.

        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 2003, approximately 15% of the visitors to Maui were international travelers and 85% 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 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 2006.

        Other signature events of Kapalua Resort include: the Celebration of the Arts, an annual event held in April, that pays tribute to the people, arts and culture of Hawaii through demonstrations in hula and chant, workshops in Hawaiian art, and one-on-one interaction with local artists; and the Kapalua Wine & Food Festival, an annual event held in July that attracts world-famous winemakers, chefs and visitors to Kapalua for a series of wine tasting, festive gatherings and gourmet meals. In December 2003, the Company purchased the rights to LifeFest Maui, a health and wellness event that features lectures, workshops and panels by some of the country's leading wellness and fitness experts, and has scheduled this event to be held at Kapalua Resort in September of 2004.

        Advertising placements in key publications are designed to promote Kapalua through the travel trade, consumer, golf and real estate media.

        (3)    Commercial & Property    

        Queen Ka 'ahumanu Center (formerly Kaahumanu Center) is the largest retail and entertainment center on Maui with a gross leasable area of approximately 570,000 square feet. Queen Ka 'ahumanu Center was 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. In September 2003, KCA sold the Queen Ka 'ahumanu Center. See Other Assets—Kaahumanu Center Associates, Note 3 to Consolidated Financial Statements.

        Napili Plaza is a 45,000 square foot retail and commercial office center located in West Maui. In August 2003, the Company sold the Napili Plaza. See Discontinued Operations, Note 4 to Consolidated Financial Statements.

        The Company's land entitlement and land and water asset management activities currently are included in the Commercial & Property segment. Land entitlement is a lengthy process of obtaining the

4



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 the community and with regulatory agencies and legislative bodies at all levels of government in an effort to obtain necessary entitlements consistent with the needs of the community.

        (4)    Other Business    

        In the fourth quarter of 2003, the Company began formulating and acting upon a number of new agriculture and environmental related business initiatives. These initiatives comprise a new operating unit and are collectively called Maui Agricultural Partners. Some of these initiatives are as follows: Kapalua Farms, a service entity of the Company that will support the development of Kapalua Resort and explore joint ventures in diversified agriculture; a work-study program being developed with Earth University, University of Hawaii, and area high schools to promote applied research and education that fosters agricultural entrepreneurs; and Island Energy, a program to systematically identify crops with the potential to become primary or secondary clean fuel sources for Hawaii.

        (5)    Employees    

        In 2003, the Company employed approximately 1,540 employees. Pineapple operations employed approximately 450 full-time and approximately 590 seasonal or intermittent employees. Approximately 64% of the Pineapple operations employees were covered by collective bargaining agreements. Resort operations employed approximately 460 employees, of which approximately 11% were part-time employees and approximately 28% were covered by collective bargaining agreements.

        (6)    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 $800,000 in 2003, $1,004,000 in 2002 and $1,073,000 in 2001.

        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 16 to Consolidated Financial Statements. 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.

        The Company expects to remediate certain soils on a Company-owned development parcel that contain pesticide residues, as described in Note 16 to Consolidated Financial Statements. The cost of remediation will depend on the various alternatives as to use of the property and the method of remediation. Until the Company makes further progress on obtaining the proper entitlements for the parcel, the ultimate use of the property remains uncertain and therefore an estimate of the remediation cost cannot be made.

        A private water company on Maui detected the presence of chemicals commonly known as DBCP and TCP in the water from wells on property owned by the Company that it is licensed to use. The chemicals are believed to have come from fumigants and pesticides that the Company used on pineapple fields in the area. As described in Note 16 to Consolidated Financial Statements, the cost to the Company of remediation is not expected to be material.

5



(d)    Financial Information About Geographic Areas    

        Revenues and long-lived assets attributable to foreign countries were not material for the last three years.

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 occupations during the last five years. The current terms of the executive officers expire in May of 2004 or at such time as their successors are elected.

David C. Cole (51)   President and Chief Executive Officer since October 2003; Chairman of Twin Farms Collections, LLC and subsidiaries since 2001; Manager of Sunnyside Farms, LLC since 1997.

Paul J. Meyer (56)

 

Executive Vice President/Finance since 1984. Mr. Meyer will retire from the Company as of June 30, 2004.

J. Susan Corley (60)

 

Vice President/Human Resourses since 2000; Director/Human Resourses 1998 to 2000.

Robert M. McNatt (57)

 

Vice President/Land Planning & Development since 2001; Vice President/Development of Kapalua Land Company since 1996.

Warren A. Suzuki (51)

 

Senior Vice President/Community Relations & Corporate Communications since March 2004; Vice President/Land & Water Asset Management since 2001; Vice President/Land Management & Development since 1995.

Brian C. Nishida (48)

 

President, Maui Pineapple Company, Ltd. since January 1, 2004. Member, BG&C, LLC, since 2003. Vice President and General Manager, Del Monte Fresh Produce (Hawaii) Inc. 1995 to 2002.

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:

6


        Approximately 22,800 acres of the Company's land are located in West Maui, approximately 5,700 acres are located in East Maui (Upcountry) 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 West Maui 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 Upcountry pineapple 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 3,000 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 on a month-to-month basis. The Company and the lessor intend to conclude a long-term lease after the Company has reassessed its land acreage needs. Nine leases expiring at various dates through 2018 cover the balance of the leased property. The aggregate land rental for all leased land was $551,000 in 2003.

Item 3.    LEGAL PROCEEDINGS

        There are no known material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject. Certain of the Company's subsidiaries are involved in ordinary routine litigation incidental to their respective businesses.

Item 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        On December 11, 2003, a special meeting of the Company's shareholders was held. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The number of outstanding shares as of October 17, 2003, the record date of the special meeting, was 7,195,800.

        The results of the voting were as follows:

        Proposal No. 1—Amendment to the Articles of Association to authorize an additional 800,000 shares of the Company's Common Stock:

Shares voted for:   5,255,543
Shares voted against:   1,784,046
Shares abstained:   7,584

        Proposal No. 2—Amendment to the Articles of Association to increase the size of the Board of Directors from not less than five members, to not less than nine nor more than twelve members:

Shares voted for:   6,344,820
Shares voted against:   228,221
Shares abstained:   8,288

7


        Proposal No. 3—Amendment to the Articles of Association to conform to the Company's bylaws, which provide for three classes of directors with staggered terms of three years each:

Shares voted for:   6,105,826
Shares voted against:   468,215
Shares abstained:   7,288

        Proposal No. 4—Approval of the Maui Land & Pineapple Company, Inc. Stock and Incentive Compensation Plan of 2003:

Shares voted for:   4,619,548
Shares voted against:   1,918,257
Shares abstained:   43,524

        There were no broker non-votes on any matter voted upon at the meeting.


PART II

Item 5.    MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The Company's common stock is traded on the American Stock Exchange under the symbol "MLP." The Company did not declare any dividends in 2003 and 2002. The declaration and payment of cash dividends are restricted by the terms of borrowing arrangements to 30% of prior year's net income. On February 19, 2004, there were 397 shareholders of record.

        The following chart reflects high and low sales prices during each of the quarters in 2003 and 2002:

 
   
  First
Quarter

  Second
Quarter

  Third
Quarter

  Fourth
Quarter

2003   High
Low
  $
20.00
14.15
  $
22.90
17.80
  $
27.34
19.60
  $
35.75
25.86
2002   High
Low
  $
25.00
20.00
  $
22.75
19.00
  $
20.35
16.50
  $
18.25
13.75

8


Item 6.    SELECTED FINANCIAL DATA

 
  2003
  2002
  2001
  2000
  1999
 
 
  (Dollars in Thousands Except Per Share Amounts)

 
FOR THE YEAR                                
Summary of Operations                                
  Revenues   $ 168,666   $ 147,740   $ 166,017   $ 137,626   $ 144,349  
  Cost of goods sold     76,220     79,582     81,297     70,850     73,286  
  Operating expenses     33,129     32,888     33,279     29,799     27,181  
  Shipping and marketing     19,700     18,746     17,520     17,247     17,989  
  General and administrative     30,593     22,678     18,425     15,107     15,589  
  Equity in losses of joint ventures     20     1,178     1,453     972     956  
  Interest expense     2,526     2,389     2,820     3,005     1,815  
  Income tax expense (benefit)     2,612     (3,697 )   3,507     (156 )   2,771  
  Income (loss) from continuing operations     3,866     (6,024 )   7,716     802     4,762  
  Discontinued operations, net of income tax expense (benefit)(1)     2,131     315     (148 )   (350 )   (92 )
  Net income (loss)     5,997     (5,709 )   7,568     452     4,670  

Earnings Per Common Share—Basic and Diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Income (loss) from continuing operations     .54     (.83 )   1.07     .11     .66  
  Discontinued operations, net of income tax expense (benefit)     .29     .04     (.02 )   (.05 )   (.01 )
  Net income (loss)     .83     (.79 )   1.05     .06     .65  

Other Data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Cash dividends                                
    Amount                 899     899  
    Per common share                 .125     .125  
  Depreciation   $ 12,184   $ 11,072   $ 10,226   $ 9,002   $ 8,445  
  Return on beginning stockholders' equity     9.6 %   (7.8 )%   11.5 %   .7 %   7.5 %
  Percent of net income (loss) to revenues     3.6 %   (3.9 )%   4.6 %   .3 %   3.2 %

AT YEAR END

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Current assets less current liabilities(2)   $ 23,567   $ 25,502   $ 25,463   $ 19,304   $ 12,924  
Ratio of current assets to current liabilities(2)     1.9     1.9     2.1     1.7     1.5  
Property, net of depreciation   $ 95,048   $ 112,198   $ 113,046   $ 109,725   $ 100,976  
Total assets     161,680     184,195     176,433     169,951     153,387  
Long-term debt and capital leases     22,996     43,252     39,581     41,012     25,497  
Stockholders' equity                                
  Amount     71,544     62,739     73,419     65,922     66,400  
  Per common share   $ 9.94   $ 8.72   $ 10.20   $ 9.16   $ 9.23  
Common shares outstanding     7,195,800     7,195,800     7,195,800     7,195,800     7,195,800  

(1)
In 2003, the Company sold the Napili Plaza and substantially all of its Costa Rican pineapple assets. The operating results of these operations and the gains from the sales of these assets are reported as discontinued operations. Prior period amounts have been restated for comparability.

(2)
Current assets less current liabilities and ratio of current assets to current liabilities for 1999 was relatively low primarily because of accounts payable resulting from a high level of construction in progress at year-end.

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Item 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS
2003 vs. 2002

        In 2003, the Company undertook initiatives to re-examine its lines of business, simplify operations and recruit new leadership, resulting in the following actions:

        In addition to the above actions, the Company undertook a comprehensive examination of its products, markets, methods and personnel. Initiated in November 2003, the work included cross-divisional teams focused on land development, resort positioning, community relations and pineapple operations. As a result of this exercise, a new vision that matches the Company's assets to apparent market trends was developed and recently approved by the Board of Directors. The vision is to create and manage holistic communities, by integrating agriculture, stewardship and eco-effective design principles into a high value-added, interrelated set of agricultural, hospitality and residential products and services on Maui. The Company hopes to achieve its vision through a focus on traditional Hawaiian values that foster social and ecological equity that in turn generate a distinctive market position and sustainable earnings. These values are:

        The Company's restructuring efforts are guided by these vision and values. Some recent structural adjustments include:

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CONSOLIDATED

Overview

        The Company reported net income of $6.0 million for 2003 compared to a net loss of $5.7 million for 2002. Most of the improved net results were from the sale of the Napili Plaza, the Company's interest in the Queen Ka 'ahumanu Center and the Costa Rican Pineapple assets, as well as non-recurring Pineapple cash receipts related to the settlement of lawsuits and receipt of the proceeds of anti-dumping duties from the government. These transactions contributed pretax income of $26.6 million to 2003 and generated cash flow that resulted in a 46% or $23.3 million reduction of the Company's debt as of December 31, 2003.

        Overall, consolidated operating results benefited from some improvement in the Company's ongoing operations, but the material improvements reflected in the 2003 financial results were from non-recurring sources.

Consolidated General and Administrative Expenses

        Increased general and administrative expenses continued to negatively affect the Company's results in 2003. Consolidated general and administrative expenses for 2003 increased by $7.9 million or 35% compared to 2002.

        The major components of this increase were as follows: ($ in millions)

Employee severance expense   $ 3.0
Write off of obsolete and or abandoned assets     2.3
Increase in pension expense     1.1
Increase in depreciation expense     1.1
Increase in insurance expense     0.3
Other (net)     0.1
   
  Total   $ 7.9
   

        General and administrative expenses are incurred at the corporate level and at the segment level. In 2003 and 2002, approximately 70% of corporate general and administrative expenses were allocated to the operating segments.

        The increase in employee severance costs was due to management changes at the corporate level as well as in the Pineapple and Resort segments and to reductions in force, in particular in the Pineapple segment. The write off of assets and increase in depreciation were primarily attributable to the Pineapple segment and are explained in more detail in the Pineapple section below. Pension expense, other than special termination benefits, increased in 2003 because of a reduction in the discount rate from 7.25% in 2002 to 6.75% in 2003, and due to negative returns on pension asset investments in 2001 and 2002. Company-wide insurance expense, in particular for casualty and executive liability increased by approximately 23% in 2003 compared to 2002. The increase in insurance expense is primarily a reflection of the insurance industry experience and not the experience of the Company.

        The Company's net periodic pension cost for 2003 and 2002 was calculated using a long-term rate of return of 9%. As explained in Note 7 to Consolidated Financial Statements, this rate was based on historical total returns of broad equity and bond indices weighted against the Company's targeted asset allocation. The Company's pension plans' average 10 year returns for the last three years have slightly lagged the blended rate of these broad indices and therefore, from 2004, the Company will use a long-term rate of return of 8% in the calculation of net periodic pension and other post retirement costs. The reduction in the long-term rate of return assumption from 9% to 8% and the decrease in

11



the assumed discount rate from 6.75% to 6.25% at December 31, 2003, are not expected to significantly increase the Company's net periodic pension cost in 2004. The increase in cost because of these factors will be partially offset by the investment return of 22% on the pension plan assets in 2003.

Consolidated Interest Expense

        Interest expense increased by 6% in 2003 largely due to interest expense on prior years' federal income tax adjustments that were settled in 2003 and to a lower amount of interest capitalized in 2003 than in 2002. In 2002, interest was capitalized on the installation of the integrated accounting system that was placed in service as of January 2003. The Company's average interest rates were slightly higher in 2003 as compared to 2002 because a portion of the Company's $15 million term loan was based on a three-year rate, which was higher than the six-month rate used in the prior year. The Company's average borrowings in 2003 were lower than 2002.

Key Performance Indicators

        In general, the key performance indicators for the segments that are evaluated by management are recurring sources of revenues and operating profit before corporate allocation of general and administrative expenses. Other performance measures commonly relied on by the Company are cash flow, return on assets, return on equity and the subjective performance measure of the Company's reputation as a good corporate citizen. In 2003, the Company had a long-term incentive plan that covered certain key employees, where performance was based on cash flows from operating activities and return on equity. The goals were not met for the performance cycle ended December 31, 2003 and this long-term incentive plan was terminated on March 1, 2004.

PINEAPPLE

Overview

        The Company began to refocus its Pineapple business into its core Maui operations by selling substantially all of the assets of its Costa Rican subsidiary in December 2003. In October of 2003, the Company also reached a strategic decision to cease production of its fresh-cut pineapple products and to abandon that product line.

        As discussed above, in 2003, the team evaluating the Pineapple segment operations spent a considerable amount of time examining all facets of those operations. The Company has begun to implement some of the decisions made by the team, which have already resulted in consistently better quality fresh pineapple. The higher quality fruit is more durable and thus the Company can rely to a greater extent on surface shipment to the U.S. mainland, while reducing its use of air shipment, which is more costly. Management believes that the other new procedures and practices that are being implemented as a result of the team evaluations, strengthen its Pineapple operations by producing a greater balance of revenue sources between Champaka pineapple (primarily a canning variety) and Hawaiian Gold™ hybrid pineapple (primarily sold as fresh-whole) and increased predictability of the timing of production volume. The worldwide supply of canned and fresh pineapple, and the Company's ability to adjust its production, influences the profitability of the Company's Pineapple segment. Being able to shift pineapple between canned and fresh pineapple products and revenue sources is expected to strengthen the Pineapple operations. The Company also intends to reduce the number of types of canned products it produces and to focus on those products and customers that offer an opportunity for higher margins.

        Pineapple operations incurred an operating loss from continuing operations of $921,000 for 2003 compared to an operating loss of $8.5 million for 2002. Revenues for 2003 were $105.0 million compared to $92.5 million in 2002. While basic operations showed improvement in 2003, the Pineapple segment results were primarily affected by several nonrecurring items.

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Nonrecurring Items


Canned and Fresh Pineapple Operations

        In 2003, the volume of canned pineapple sales declined compared to 2002, but average prices exceeded 2002 by approximately 5%. The higher average prices were the result of general mid-year price increases in 2003 and to an increase in sales volume of larger #10 size cases to the U.S. government. Also in 2003, the volume of Hawaiian Gold™ (fresh whole pineapple grown in Hawaii) sales exceeded 2002, but the average sales prices were lower by approximately 18%. The reduction in price is estimated to be partially due to an increase in the supply of fresh pineapple because of higher worldwide production levels. In 2003, 17% of the pineapple segment's net sales from continuing operations were from fresh pineapple compared to 15% in 2002. This continued shift towards fresh sales contributed to the improved operating results in 2003.

        In 2003, Pineapple segment cost of sales were lower than the prior year by about 2% and shipping and selling expenses were higher by about 6%. The Company's pineapple inventories are maintained on a last-in, first-out ("LIFO") method of accounting. Therefore, in periods of rising prices, current production costs are higher than the average per unit values in inventory. In 2003, there was a partial liquidation of the LIFO inventories resulting in lower per unit production costs from prior years being included in cost of sales. Cost of sales would have been higher by $581,000 based on current per unit

13



production costs. Excluding the effect of the LIFO liquidation, the variance in cost of sales and shipping and selling costs were primarily reflective of changes in sales volume of canned and fresh pineapple, as opposed to changes in per unit production, shipping or selling costs or methods. The Company's gross profit margin from fresh whole pineapple is higher than that of canned pineapple products. At year-end 2003, pineapple products inventories were lower than 2002 by $7.2 million, principally reflecting a reduction in the inventory of canned pineapple.

Abandoned Product Line

        In October 2003, the Company decided to cease production of its fresh-cut pineapple products and to abandon that product line. Pursuant to this decision, $1.5 million of fixed assets, inventory and supplies related to this product line were written off in the fourth quarter of 2003. Approximately 1% of Pineapple net sales for 2003 and 2% of Pineapple net sales for 2002 were from fresh-cut pineapple products.

Integrated Accounting System

        The Integrated accounting system that the Company began implementing in September 2000 was fully placed in service on January 1, 2003. Depreciation expense charged to the Pineapple segment increased by $1.9 million in 2003 compared to 2002, as a result of the cost of the new accounting system. Depreciation charges for this system in 2004 are estimated to be $1.6 million. In 2003, after a thorough review of the newly-installed integrated accounting system, the Company elected to discontinue use of a portion of the system and components totaling $450,000 were written off.

Outlook

        In 2004, the Company intends to continue to shift its pineapple production toward the fresh pineapple market with the goals of optimizing the balance of production and sales between the canned and fresh pineapple segments, and producing better quality and a more reliable volume of fresh whole pineapples. As noted above, the Company also intends to reduce the number of types of canned products, and to focus on those products and customers that offer an opportunity for higher margins. However, as the Company restructures its Pineapple operations, and in particular continues its emphasis on the fresh pineapple market, it will incur certain additional costs and expenses and it runs the risk of targeted market responses by its principal competitors.

        The Company intends to improve its practices in the areas of soil, water and energy conservation. The Company also intends to improve relationships with its neighbors through improved farm practices as well as a renewed emphasis on communications.

RESORT

Overview

        The Resort segment includes the development and sale of Kapalua real estate as well as the operation of three golf courses, ten retail facilities, the Kapalua Villas (short-term rental program) and other resort operations.

        The team evaluating the Company's resort operations is engaged in the process of analyzing the market position and future direction of the Kapalua Resort. Among other things, the Company believes that the future success of the Kapalua Resort will depend on its ability to cooperate and coordinate effectively with the other businesses that operate in the Resort, including the owners and operators of the hotels that reside on land leased from the Company.

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        On the development side, the Company hopes to create value from its land resources, by moving up the value hierarchy in development, by designing new communities that reflect a unique character and set of values, and evaluating its land resources comprehensively in an effort to identify and achieve their highest and best use. If it is to achieve these goals, the Company believes that it is critical to build strong relationships with both its business partners and community stakeholders.

        The environment for the Resort segment improved as the year 2003 progressed. As the uncertainty brought on by the war in Iraq passed and the United States economy improved, Hawaii's visitor industry began to recover from the effect of the September 11, 2001 terrorist attacks. The second half of 2003 saw improved visitor counts for the island of Maui and the state of Hawaii. Kapalua's operations also benefited from the increase in visitors and the general improvement in the U.S. economy.

        Kapalua Resort reported an operating loss of $1.2 million for 2003 compared to an operating profit of $2.8 million for 2002. Resort revenues were $45.6 million in 2003 compared to $49.8 million in 2002. A reduction in sales of new real estate product was the primary reason for lower operating results from the Resort segment in 2003. In 2003, revenues from new real estate sales were $1.1 million compared to $7.0 million in 2002, and operating profit from real estate development and sales was less than $100,000 (after administrative expenses) compared to $2.5 million in 2002.

Resort Operations

        Revenues attributable to the Resort operations, other than real estate development, increased from $42.8 million in 2002 to $44.5 million in 2003. Revenues from the golf operations increased by 2% in 2003, primarily due to higher average green fees. Paid rounds of golf were higher in 2003, but the increase was less than commensurate with the increase in room occupancies at the Resort. Higher room occupancies in 2003 were responsible for increased Villa revenues, as the average room rates were about 3% lower in 2003 compared to 2002. In 2003, room occupancies at Kapalua increased by approximately 8%. This was about the same as the hotel and resort condominium occupancy for the State of Hawaii in total, but not as large an increase as was experienced by the island of Maui as a whole, which showed almost a 12% increase in occupancies over 2002. Merchandise sales in 2003 exceeded 2002 by 9%, primarily reflecting higher sales volume and increased floor space with the opening of the Kapalua Home store in December 2002.

        Although revenues from these operations increased in 2003, operating profit declined because of increased operating expenses and higher general and administrative costs. Increased expenses in 2003 largely reflect a renegotiated union contract for the Company's golf course maintenance employees early in 2003, an increase in the number of employees at the resort, increased workers compensation accruals, higher pension costs and severance expense.

Real Estate Sales

        In 2002, nine of the 11 lots remaining in Pineapple Hill Estates and the two remaining lots in Plantation Estates were sold. Also in 2002, one of the remaining Pineapple Hill Estates lots was contributed to a joint venture for construction of a custom home. In 2003, the last Pineapple Hill Estates lot was sold. The custom home was completed in March 2003 and remains for sale at year-end 2003. In 2003, a remnant land parcel in the Resort was sold and the profit from this sale is included in "Other Income" in the Company's Consolidated Financial Statements.

        A 6.5-acre conservation-zoned parcel was the only other new real estate product available for sale in 2003. This property is in escrow and because of its location in a conservation district, additional approvals were required to allow the potential buyer to build a home on the site. It is expected that this sale will be concluded in the first quarter of 2004. Resort real estate development and Resort real estate sales are cyclical and depend on a number of factors. Results for one period are, therefore, not

15



necessarily indicative of future performance trends for this segment. A key factor in the financial results of Resort real estate sales is the availability of new product inventory.

Outlook

        A result of the comprehensive examinations mentioned above, was development of a ranking and prioritization of the Company's developable land assets. While it is the Company's intention to retain most of its land holdings in open space, be it agriculture, parks, forest preserve, conservation or otherwise, the profitability of the Company is highly dependant on the Company's ability to develop a portion of its land assets into real estate products desired by the community and which meet the needs of the market.

        The Company received preliminary approval by the County of Maui for the subdivision plans and drawings for the next phase of Plantation Estates at Kapalua. After it has obtained the final approval from the County, the Company will proceed in an effort to obtain the state and federal registrations of the subdivision that are necessary before offering the lots for sale. This phase consists of 25 agricultural lots ranging in size from three acres to over fifteen acres. The Company has reached a tentative agreement with the Board of Trustees of the neighboring homeowners association to withdraw its opposition to the project, although this agreement must still be approved by the association's membership. Although no assurance can be given, it is presently estimated that sale of the lots and construction of the improvements could begin later in 2004. To the extent the lots are sold, revenues from this subdivision would be recognized on a percentage-of-completion basis as subdivision improvements are constructed.

        The Company is in the planning and entitlement stage of other Kapalua Resort real estate projects, but at this time does not anticipate that any other projects will be available for sale in 2004.

        The Maui County Council recently passed Bill 84, which requires a managed and directed growth plan be included in the County's general plan to clearly define urban and rural growth areas. The Bill is presently awaiting the Mayor's signature. If the Bill becomes law, the Company expects that the plan showing the growth areas will be developed and approved within a 5-year period. Development would be allowed only within those growth areas, although exemptions or amendments could be requested. If the Company's high profile lands fall outside the growth areas, the Company's ability to develop those properties could be impeded.

COMMERCIAL & PROPERTY

Overview

        The Commercial & Property segment reported an operating profit from continuing operations of $13.1 million for 2003 compared to an operating loss of $152,000 for 2002. Revenues attributable to this segment were $18.0 million in 2003 compared to $5.4 million in 2002. Several nonrecurring items affected such amounts.

Nonrecurring items

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Continuing Operations

        Revenues and operating profit from Commercial & Property continuing operations for 2003 and 2002 include the closing of 32 and 13 lot sales, respectively, in the Kapua Village Employee Subdivision. The closing of lot sales began in December 2002 and was completed in the third quarter of 2003. Operating profit includes gains from these sales of $995,000 and $410,000, for 2003 and 2002, respectively. Revenues for 2002 also included $624,000 from other land sales.

Outlook

        The Napili Plaza and the Company's investment in Kaahumanu Center Associates were the two primary assets in the Commercial & Property segment. In 2004, the remaining Commercial & Property rentals and the Company's land entitlement activities will be reported in a new business segment that will include all resort and non-resort real estate development activity.

2002 vs. 2001

CONSOLIDATED

        The Company reported a net loss of $5.7 million for 2002 compared to net income of $7.6 million for 2001. The decline in results primarily reflects increased operating losses from the Pineapple segment due largely to increased general and administrative expenses, coupled with lower operating profit from the Resort segment. The reduction in operating profit from the Resort primarily reflected the absence of new real estate product available for sale.

        General and administrative expenses for 2002 (including amounts allocated to the business segments) increased by $4.3 million or 23% as compared to 2001. Fees paid to outside consultants increased by approximately $2.2 million in 2002 compared to 2001. Increases in consultant fees due to lawsuits related to Pineapple operations were partially offset by reductions in fees paid for other professional services. The net periodic cost for defined benefit pension plans increased by approximately $1 million in 2002 primarily because of negative investment returns in 2000 and 2001. In addition, depreciation, medical, and general insurance expenses increased by $1.8 million in 2002 as compared to 2001.

        Interest expense decreased by 15% in 2002 compared to 2001 due to lower average interest rates. Average interest rates on Company borrowings in 2002 were 2 percentage points lower than 2001. The reduction in interest expense due to lower rates was partially offset by 3% higher average borrowings in 2002.

PINEAPPLE

        Pineapple revenues were $92.5 million in 2002 compared to $92.0 million in 2001. The operating loss from continuing operations attributable to this segment was $8.5 million in 2002 compared to $3.0 million in 2001. See Discontinued Operations, Note 4 to Consolidated Financial Statements. The increased loss was largely attributable to higher general and administrative costs as discussed above. General and administrative expenses attributable to the Pineapple segment increased by $4.6 million in

17



2002 compared to 2001. Shipping and marketing costs were higher in 2002 primarily because of increased use of air freight to ship fresh whole and fresh cut pineapple, increased fuel surcharges affecting ocean freight and trucking rates and additional transportation, warehousing, labeling and casing costs incurred as a result of the West Coast labor dispute in the fourth quarter of 2002. Pineapple cost of sales as a percentage of sales for 2002 was lower than 2001, primarily due to a shift in sales volume to fresh whole pineapple, which generally yield a higher gross margin.

        In the fourth quarter of 2002, the labor dispute between the West Coast longshoremen and shipping companies resulted in a temporary shutdown of the West Coast shipping ports followed by a backlog at the ports through most of December 2002. During that period, the Company incurred additional air freight costs and inter-modal rerouting costs to make timely deliveries to its customers and additional warehousing, labeling and casing costs to meet estimated orders for its customers for the remainder of 2002 and the first quarter of 2003. Losses and additional expenditures incurred by the Company during this period due to the labor dispute totaled approximately $843,000. At year-end 2002, a portion of these expenditures was deferred as prepaid shipping and selling costs.

        Case volume of canned pineapple sales was higher in 2002 compared to 2001, but average sales prices were slightly lower in 2002. Contribution to Pineapple segment revenues from non-canned product sales (pineapple juice in PET bottles, fresh cut and fresh whole pineapple) increased by 5% to approximately 30% of net sales in 2002 compared to 2001.

        In 2002, revenues included a distribution of antidumping duties by the U. S. Customs Service of $530,000, a decrease of $1.3 million as compared to 2001. These distributions were made pursuant to the Continued Dumping and Subsidy Offset Act of 2000, which allows for distribution of antidumping duties to injured domestic producers.

RESORT

        Revenues from the Kapalua Resort segment were $49.8 million in 2002 compared to $70.1 million in 2001. The operating profit from this segment was $2.8 million in 2002 compared to $19.8 million in 2001. The decrease in revenues and operating profit is primarily due to reduced inventory in the Company's real estate development projects, sales of which contributed $2.5 million to operating profit in 2002 compared to $18.2 million in 2001.

        In 2001, the sales of all 36 luxury condominium units in the Coconut Grove on Kapalua Bay closed escrow and title passed to the buyers, resulting in profit contribution to the Company of $11.5 million. In 2001, the Resort segment recognized profit on sales of 20 of the 31 single-family lots at the Pineapple Hill Estates subdivision and the sale of a one-acre land parcel next to the Ironwoods condominiums.

        In 2002, nine of the remaining 11 lots in the Pineapple Hill Estates subdivision and the two final lots in Plantation Estates were sold.

        Revenues and operating profit from Resort operations (excluding real estate development activity) were lower in 2002 compared to 2001. Much of the business activity at Kapalua Resort is related to hotel and condominium occupancies on Maui and, for 2002, hotel and villa occupancies at Kapalua decreased by 8% and, for the island of Maui, occupancies decreased by 3% compared to 2001. For the State of Hawaii, hotel and condominium occupancies were about 1% higher in 2002 compared to 2001. Throughout 2002, the Resort operating results were affected by the slow recovery of Hawaii's visitor industry from the events of September 11, 2001, continued challenges from a weak United States economy, difficult air travel and the threat of a United States military conflict. In 2002, paid rounds of golf at the Resort declined compared to 2001, and revenues from golf operations decreased by 3%, merchandise sales decreased by 6% and revenues from The Kapalua Villas decreased by 9%. Partially

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offsetting these declines were commission income from Kapalua Realty, which increased by 80% in 2002 compared to 2001, primarily reflecting real estate resale activity.

COMMERCIAL & PROPERTY

        Revenues of $5.4 million attributable to the Commercial & Property segment increased by 39% in 2002 compared to 2001. The segment produced an operating loss from continuing operations of $152,000 in 2002 compared to $1.5 million in 2001. See Discontinued Operations, Note 4 to Consolidated Financial Statements. The improved results were principally due to land sales in 2002. In the fourth quarter of 2002, the Company closed sales on 13 of 45 lots in the Kapua Village employee subdivision in West Maui. Revenues for 2002 also included other land sales totaling $624,000 compared to land sales of $189,000 in 2001.

        The Company's equity in the losses of Kaahumanu Center Associates was $1.3 million in 2002 compared to $1.5 million in 2001. The reduction in losses was primarily due to lower expense in 2002 for write-off of tenant improvement allowances and lower reserves for uncollectible accounts. The gross leasable area occupied by tenants in 2002 increased, but sales reported by the tenants decreased in 2002 as compared to 2001.

LIQUIDITY AND CAPITAL RESOURCES

Debt Reduction

        At December 31, 2003, the Company's total debt was $26.8 million, compared to $50.1 million at December 31, 2002. Five transactions contributed to the reduction in debt in 2003: (1) In connection with the $7.1 million sale of the Napili Plaza in August 2003, the Company repaid the $4.5 million mortgage loan on that property; (2) The sale of the Company's Costa Rican pineapple assets in December 2003, provided cash of $12.2 million from which $3.8 million of short- and long-term debt of the Company's Costa Rican subsidiary were repaid. The Company received cash distributions from its Costa Rican subsidiary totaling $3.3 million in December 2003; (3) The sale of Queen Ka 'ahumanu Center resulted in a cash distribution to the Company in September 2003 of $3.3 million, representing the repayment of partner advances and other working capital advances; (4) The cash distribution of $5.4 million from U.S. Customs in December 2003, and (5) $2.9 million of cash receipts related to settlement of law suits primarily in August 2003, were also used to repay debt.

Future Cash Inflows and Outflows

        The Company's Central American subsidiary expects to make cash distributions to its minority shareholders of approximately $5.2 million in the first and second quarters of 2004. In March 2004, the Company expects to make income tax payments of approximately $930,000 and in September 2004, the Company expects to make pension plan contributions of $1.5 million. In 2004, capital expenditures are expected to total $16.4 million, of which $4.1 million are for the replacement of existing facilities and equipment. In January 2004, the Company purchased land for $4.3 million in West Maui that will be used in its future operations and it expects to incur approximately $1.9 million in mid-2004 to acquire land as part of a land exchange with the State of Hawaii. The Company expects to incur approximately $3.8 million in 2004 for real estate development planning and $1.8 million for the completion of highway improvements related to subdivision projects sold in prior years.

        The Company expects that cash from operating activities and cash inflows from investing activities will substantially fund the aforementioned cash commitments for 2004. Both the Pineapple operations and the Resort ongoing operations typically produce net positive cash inflows from operating activities on a full-year basis, which can fund the capital expenditures required by those segments and contribute to unallocated corporate expenses and other cash commitments. In 2004, the Company also expects to

19



receive additional cash distributions from its Central American subsidiary as the sale of the remaining properties is completed.

        Construction and sales of the next phase of Plantation Estates is expected to begin in 2004. As with some of the Company's prior real estate projects, the sales agreement for this subdivision will probably require the buyers to pay the full purchase price and to close the sale transaction, although construction of the improvements would not be complete until a later date. Assuming no unreasonable delays are encountered and sales are accomplished, the Company expects that the sales proceeds from this project will fund the construction of the $15 million improvements and on a full-year basis; the net cash flows will contribute to liquidation of the Company's cash requirements.

        Pineapple operations seasonal cash requirements, in particular during the summer months are expected to be funded by bank lines of credit. At December 31, 2003, the Company had unused short- and long-term lines of credit totaling $15.7 million.

Contractual Obligations

        Following are summaries of the Company's contractual obligations as of December 31, 2003 (in thousands):

 
  Payment due by period (years)
Contractual Obligations

  Total
  Less
Than 1

  1 - 3
  4 - 5
  After 5
Long-term debt   $ 25,874   $ 3,576   $ 6,964   $ 7,084   $ 8,250
Capital lease obligations     1,021     306     715        
Operating leases(1)     4,074     613     1,249     1,305     907
Purchase commitments(1)(2)     5,808     1,386     2,041     1,363     1,018
Other long-term liabilities(3)     5,271     1,189     1,256     786     2,040
   
 
 
 
 
  Total   $ 42,048   $ 7,070   $ 12,225   $ 10,538   $ 12,215
   
 
 
 
 

(1)
These operating leases and purchase commitments are not reflected on the consolidated balance sheet under accounting principles generally accepted in the United States of America.

(2)
$5.1 million of these purchase commitments at year-end 2003 were for pineapple purchases for the Company's Costa Rican subsidiary. As of March 1, 2004, a third party assumed the purchase agreement.

(3)
Amounts consist primarily of payments due under the Company's deferred compensation plan, unfunded pension payments and severance costs.

CRITICAL ACCOUNTING ESTIMATES

        The preparation of financial statements in conformity with generally accepted accounting principles require the use of accounting estimates. Some of these estimates and assumptions involve a high level of subjectivity and judgment and therefore the impact of a change in these estimates and assumptions could materially affect the amounts reported in the Company's financial statements.

        At December 31, 2003 and for the year then ended, estimates that the Company has identified as critical to the financial statements were as follows:

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IMPACT OF INFLATION AND CHANGING PRICES

        The Company uses the LIFO method of accounting for its pineapple inventories. Under this method, the cost of products sold approximates current cost and, during periods of rising prices, the ending inventory is reflected at an amount below current cost. The replacement cost of pineapple inventory was $20.2 million at December 31, 2003, which is $13.0 million more than the amount reflected in the financial statements.

        Most of the land owned by the Company was acquired from 1911 to 1932 and is carried at cost. A small portion of "Real Estate Held for Sale" represents land cost. Replacements and additions to Pineapple operations occur every year and some of the assets presently in use were placed in service in 1934. At Kapalua, some of the fixed assets were constructed and placed in service in the mid-to-late 1970s. Depreciation expense would be considerably higher if fixed assets were stated at current cost.

Item 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's primary market risk exposure with regard to financial instruments is to changes in interest rates. The Company manages this risk by monitoring interest rates and future cash requirements and evaluating opportunities to refinance borrowings at various maturities and interest rates. At December 31, 2003, 80% of the Company's short- and long-term borrowing commitments carried interest rates that were periodically adjustable to the prime rate, a Federal Farm Credit Bank index rate or to a LIBOR rate and 20% carried interest at fixed rates. Based on debt outstanding at the end of 2003 a hypothetical increase in interest rates of 100 basis points would increase the Company's interest expense by approximately $230,000 and a hypothetical decrease in interest rates of 100 basis points would increase the fair value of the Company's long-term debt by approximately $292,000. At December 31, 2003, the fair value of the Company's long-term debt exceeded the carrying value by approximately $176,000 as a result of a general decrease in quoted interest rates.

        The Company does not believe that the market risk exposure due to foreign exchange transactions would have a material impact on the Company's financial statements.

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Item 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEPENDENT AUDITORS' REPORT

To the Stockholders and Directors of Maui Land & Pineapple Company, Inc.:

        We have audited the accompanying consolidated balance sheets of Maui Land & Pineapple Company, Inc. and its subsidiaries as of December 31, 2003 and 2002, and the related consolidated statements of operations and retained earnings, comprehensive income, and cash flows for each of the three years in the period ended December 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

        We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Maui Land & Pineapple Company, Inc. and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2003 in conformity with accounting principles generally accepted in the United States of America.

 
   
GRAPHIC    

DELOITTE & TOUCHE LLP
Honolulu, Hawaii
March 1, 2004

22



MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS

 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (Dollars in Thousands
Except Per Share Amounts)

 
REVENUES                    
Net sales   $ 113,584   $ 112,089     119,463  
Operating revenues     33,247     33,623     35,758  
Equity in earnings of joint ventures     12,698         6,996  
Other income     9,137     2,028     3,800  
   
 
 
 
Total Revenues     168,666     147,740     166,017  
   
 
 
 
COSTS AND EXPENSES                    
Cost of goods sold     76,220     79,582     81,297  
Operating expenses     33,129     32,888     33,279  
Shipping and marketing     19,700     18,746     17,520  
General and administrative     30,593     22,678     18,425  
Equity in losses of joint ventures     20     1,178     1,453  
Interest     2,526     2,389     2,820  
   
 
 
 
Total Costs and Expenses     162,188     157,461     154,794  
   
 
 
 
Income (Loss) From Continuing Operations Before Income Taxes     6,478     (9,721 )   11,223  
Income Tax Expense (Benefit)     2,612     (3,697 )   3,507  
   
 
 
 
Income (Loss) From Continuing Operations     3,866     (6,024 )   7,716  
Income (Loss) From Discontinued Operations (net of income tax expense (benefit) of $1,907, $191 and $(67)     2,131     315     (148 )
   
 
 
 
NET INCOME (LOSS)     5,997     (5,709 )   7,568  
RETAINED EARNINGS, BEGINNING OF YEAR     55,357     61,066     53,498  
   
 
 
 
RETAINED EARNINGS, END OF YEAR     61,354     55,357     61,066  
   
 
 
 
EARNINGS PER COMMON SHARE—
BASIC AND DILUTED
                   
  Continuing Operations     .54     (.83 )   1.07  
  Discontinued Operations     .29     .04     (.02 )
   
 
 
 
  Net Income (Loss)   $ .83   $ (.79 ) $ 1.05  
   
 
 
 
Average Common Shares Outstanding     7,195,800     7,195,800     7,195,800  
Average Common Shares Outstanding Assuming Dilution     7,205,969     7,195,800     7,195,800  


MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (Dollars in Thousands)

 
Net Income (Loss)   $ 5,997   $ (5,709 ) $ 7,568  

Minimum pension liability, net of deferred income taxes of
$1,321 and $(2,835)

 

 

2,690

 

 

(5,039

)

 


 
Foreign currency translations     (77 )   68     (71 )
   
 
 
 
Comprehensive Income (Loss)   $ 8,610   $ (10,680 ) $ 7,497  
   
 
 
 

See Notes to Consolidated Financial Statements.

23



MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 
  December 31,
 
 
  2003
  2002
 
 
  (Dollars in Thousands)

 
ASSETS              
CURRENT ASSETS              
  Cash and cash equivalents   $ 7,863   $ 658  
  Accounts and notes receivable, less allowance of $994 and $572 for doubtful accounts     24,141     22,315  
  Refundable income taxes         3,031  
  Inventories              
    Pineapple products     7,253     14,488  
    Real estate held for sale         2,134  
    Merchandise, materials and supplies     6,010     6,743  
  Prepaid expenses and other assets     3,274     5,081  
  Deferred income taxes     2,747     273  
   
 
 
  Total Current Assets     51,288     54,723  
   
 
 
OTHER ASSETS     15,344     17,274  

PROPERTY

 

 

 

 

 

 

 
  Land     4,644     6,411  
  Land improvements     56,292     60,214  
  Buildings     52,904     59,852  
  Machinery and equipment     131,929     130,337  
  Construction in progress     3,269     7,833  
   
 
 
  Total Property     249,038     264,647  
  Less accumulated depreciation     153,990     152,449  
   
 
 
  Net Property     95,048     112,198  
   
 
 
TOTAL     161,680     184,195  
   
 
 
LIABILITIES & STOCKHOLDERS' EQUITY              
CURRENT LIABILITIES              
  Notes payable and current portion of long-term debt     3,576     6,579  
  Current portion of capital lease obligations     274     267  
  Trade accounts payable     12,434     13,057  
  Payroll and employee benefits     5,260     4,241  
  Income taxes payable     1,854     418  
  Other accrued liabilities     4,323     4,659  
   
 
 
  Total Current Liabilities     27,721     29,221  
   
 
 

LONG-TERM LIABILITIES

 

 

 

 

 

 

 
  Long-term debt     22,298     42,256  
  Capital lease obligations     698     996  
  Accrued retirement benefits     30,168     33,089  
  Accumulated losses of joint venture in excess of investment         12,840  
  Deferred income taxes     2,385      
  Other noncurrent liabilities     1,536     1,867  
   
 
 
  Total Long-Term Liabilities     57,085     91,048  
   
 
 
MINORITY INTEREST IN SUBSIDIARY     5,330     1,187  

CONTINGENCIES AND COMMITMENTS

 

 

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 
  Common stock—no par value, 8,000,000 and 7,200,000 shares authorized, and 7,195,800 shares issued and outstanding at December 31, 2003 and 2002, respectively     12,455     12,455  
  Additional paid in capital     195      
  Retained earnings     61,354     55,357  
  Accumulated other comprehensive loss     (2,460 )   (5,073 )
   
 
 
  Stockholders' Equity     71,544     62,739  
   
 
 
TOTAL   $ 161,680   $ 184,195  
   
 
 

See Notes to Consolidated Financial Statements.

24



MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Years Ended December 31,
 
 
  2003
  2002
  2001
 
 
  (Dollars in Thousands)

 
OPERATING ACTIVITIES                    
Net income (loss)   $ 5,997   $ (5,709 ) $ 7,568  
Adjustments to reconcile net income (loss) to net cash provided by operating activities                    
  Depreciation     12,184     11,072     10,226  
  Undistributed equity in (income) losses of joint ventures     (12,678 )   1,178     1,452  
  Gain on property disposals     (6,300 )   (648 )   (1,201 )
  Deferred income taxes     589     (349 )   1,792  
  (Increase) decrease in accounts receivable     (3,893 )   (5,568 )   835  
  (Increase) decrease in refundable income taxes     3,031     (2,709 )   (166 )
  (Increase) decrease in inventories     10,102     3,015     (2,169 )
  Increase (decrease) in trade payables     (699 )   2,906     2,304  
  Increase (decrease) in income taxes payable     1,436     (1,217 )   1,773  
  Net change in other operating assets and liabilities     6,417     1,030     (6,461 )
   
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES     16,186     3,001     15,953  
   
 
 
 
INVESTING ACTIVITIES                    
Purchases of property     (6,738 )   (10,401 )   (13,356 )
Proceeds from sale of property     17,261     687     1,019  
Distributions from joint ventures             857  
Proceeds from (payments for) other assets     3,258     (2,177 )   (1,252 )
   
 
 
 
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES     13,781     (11,891 )   (12,732 )
   
 
 
 
FINANCING ACTIVITIES                    
Proceeds from long-term debt     24,848     26,129     38,367  
Payments of long-term debt     (44,912 )   (20,926 )   (40,248 )
(Payments of) proceeds from short-term debt     (2,897 )   2,050     13  
Payments on capital lease obligations     (291 )   (495 )   (472 )
Other     490     617     941  
   
 
 
 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES     (22,762 )   7,375     (1,399 )
   
 
 
 
NET INCREASE (DECREASE) IN CASH     7,205     (1,515 )   1,822  
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR     658     2,173     351  
   
 
 
 
CASH AND CASH EQUIVALENTS AT END OF YEAR   $ 7,863   $ 658   $ 2,173  
   
 
 
 

Supplemental Disclosures of Cash Flow Information and Non-Cash Investing and Financing Activities:

1.
Cash paid (received) during the year (in thousands):

  Interest (net of amount capitalized)   $ 2,445   $ 2,477   $ 2,994
  Income taxes     (312 )   767     39
2.
Amounts included in accounts payable for additions to property and other investments totaled $554,000, $620,000 and $1,003,000, respectively, at December 31, 2003, 2002 and 2001.

3.
Capital lease obligations of $1,160,000 were incurred for new equipment in 2001.

See Notes to Consolidated Financial Statements.

25



MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CONSOLIDATION

        The consolidated financial statements include the accounts of Maui Land & Pineapple Company, Inc. and subsidiaries, primarily Maui Pineapple Company, Ltd. and Kapalua Land Company, Ltd. Significant intercompany balances and transactions have been eliminated.

CASH AND CASH EQUIVALENTS

        Cash and cash equivalents include cash on hand, deposits in banks and commercial paper with original maturities of three months or less.

INVENTORIES

        Inventories of tinplate, cans, ends and canned pineapple products are stated at cost, not in excess of market value, using the dollar value last-in, first-out ("LIFO") method.

        In accordance with Hawaii industry practice, the costs of growing pineapple are charged to production in the year incurred rather than deferred until the year of harvest. For financial reporting purposes, each year's total cost of growing and harvesting pineapple is allocated to products on the basis of their respective market values; for income tax purposes, the allocation is based upon the weight of fruit included in each product.

        Real estate held for sale is stated at the lower of cost or fair value less cost to sell.

        Merchandise, materials and supplies are stated at cost, not in excess of market value, using retail and average cost methods.

OTHER ASSETS

        Cash surrender value of life insurance policies is reflected net of loans against the policies.

        Investments in joint ventures are generally accounted for using the equity method.

PROPERTY AND DEPRECIATION

        Property is stated at cost. Major replacements, renewals and betterments are capitalized while maintenance and repairs that do not improve or extend the life of an asset are charged to expense as incurred. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are written off and the resulting gains or losses are included in income. Depreciation is provided over estimated useful lives of the respective assets using the straight-line method.

LONG-LIVED ASSETS

        Long-lived assets and certain intangibles held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events or changes occur, an estimate of the future cash flows expected to result from the use of the assets and their eventual disposition is made. If the sum of such expected future cash flows (undiscounted and without interest charges) is less than the carrying amount of the asset, an impairment loss is recognized in an amount by which the assets' net book values exceed fair values.

26



POSTRETIREMENT BENEFITS

        The Company's policy is to fund pension cost at a level at least equal to the minimum amount required under federal law, but not more than the maximum amount deductible for federal income tax purposes.

        Deferred compensation plans for certain management employees provide for specified payments after retirement. The present value of estimated payments to be made is accrued over the period of active employment. In 1998, these plans were terminated (see Note 7 to Consolidated Financial Statements).

        The estimated cost of providing postretirement health care and life insurance benefits is accrued over the period employees render the necessary services.

REVENUE RECOGNITION

        Revenues from the sale of pineapple are recognized when title to the product is transferred to the customer. The timing of transfer of title varies according to the shipping and delivery terms of the sale.

        Sales of real estate are recognized as revenues in the period in which sufficient cash has been received, collection of the balance is reasonably assured and risks of ownership have passed to the buyer. When the Company's remaining obligation to complete improvements is significant, the sale is recognized on the percentage-of-completion method.

        Revenues from other activities are recognized when delivery has occurred or services have been rendered, the sales price is fixed or determinable and collectibility is reasonably assured.

INTEREST CAPITALIZATION

        Interest costs are capitalized during the construction period of major capital projects.

ADVERTISING AND RESEARCH AND DEVELOPMENT

        The costs of advertising and research and development activities are expensed as incurred.

LEASES

        Leases that transfer substantially all of the benefits and risks of ownership of the property are accounted for as capital leases. Amortization of capital leases is included in depreciation expense. Other leases are accounted for as operating leases. Rentals under operating leases are recognized on a straight-line basis.

INCOME TAXES

        The Company's provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the financial statement and tax bases of assets and liabilities using tax rates enacted by law or regulation.

STOCK-BASED COMPENSATION

        Stock-based compensation is accounted for in accordance with the fair value based method prescribed by FASB Statement No. 123, Accounting for Stock-Based Compensation. Under the fair value based method, compensation cost is recognized based on the fair value of the equity instruments issued.

27



FOREIGN CURRENCY TRANSLATION

        The assets and liabilities of the Company's majority owned subsidiary in Central America are translated into United States dollars at exchange rates in effect at the balance sheet date, and revenues and expenses are translated at weighted average exchange rates in effect during the period. Translation adjustments are reported as other comprehensive income (loss) and accumulated in Stockholders' Equity, and totaled $(77,000), $68,000 and $(71,000) in 2003, 2002 and 2001, respectively. Transaction gains and losses that arise from exchange rate changes on transactions denominated in a currency other than the functional currency are included in income as incurred. During 2003, 2002 and 2001, such transaction gains and losses were not material.

USE OF ESTIMATES

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Future actual amounts could differ from those estimates.

NEW ACCOUNTING PRONOUNCEMENTS

        In January 2003, the Company adopted Statement of Financial Accounting Standard No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS No. 146"). SFAS No. 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the liability is incurred, and not at the date of an entity's commitment to an exit plan, as was previously required. The adoption of SFAS No. 146 did not have a material effect on the Company's financial statements.

        In January 2003, the Company adopted Financial Accounting Standards Board Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others ("FIN No. 45"). FIN No. 45 requires an entity to disclose in its financial statement footnotes many of the guarantees or indemnification agreements that it issues. In addition, under certain circumstances, an entity will have to recognize a liability at the time it enters into the guarantee. The adoption of FIN No. 45 did not have a material impact on the Company's financial statements.

        In December 2003, the Company adopted FASB Statement No. 132 (revised 2003), Employers' Disclosures about Pensions and Other Postretirement Benefits. The Statement revises employers' disclosures about pension plans and other postretirement benefit plans. It does not change the measurements or recognition of those plans required by FASB Statements No. 87, Employers' Accounting for Pensions, No. 88, Employers' Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits, and No. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions. The revised disclosures are included in Note 7, Postretirement Benefits.

EARNINGS PER COMMON SHARE

        Basic earnings per share is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from stock-based compensation arrangements had been issued.

        In 2003, diluted earnings per common share is computed on the assumption that the shares of nonvested restricted stock are outstanding at the grant date, and that the outstanding stock options are exercised, using the treasury stock method. None of these potential common shares were considered

28



antidilutive. In 2002 and 2001, there were no securities outstanding that would potentially dilute common shares outstanding.

RECLASSIFICATIONS

        Certain amounts for prior years have been reclassified to conform to the presentation for the current year.

2.     INVENTORIES

        Pineapple product inventories were comprised of the following components at December 31, 2003 and 2002:

 
  2003
  2002
 
  (Dollars in Thousands)

Finished Goods   $ 6,199   $ 11,829
Work In Progress     755     963
Raw Materials     299     1,696
   
 
Total   $ 7,253   $ 14,488
   
 

        The replacement cost of pineapple product inventories at year-end approximated $20 million in 2003 and $23 million in 2002. In 2003, there was a partial liquidation of LIFO inventories; thus, cost of sales included prior years' inventory costs, which were lower than current costs. Had current costs been charged to cost of sales, net income for 2003 would have decreased by $360,000 or $.05 per share.

3.     OTHER ASSETS

        Investments and Other Assets at December 31, 2003 and 2002 consisted of the following:

 
  2003
  2002
 
  (Dollars in Thousands)

Deferred Costs   $ 7,922   $ 7,077
Cash Surrender Value of Life Insurance Policies (net)     1,367     1,094
Pension Asset     2,762     3,895
Deferred Income Taxes         2,192
Other     3,293     3,016
   
 
Total   $ 15,344   $ 17,274
   
 

        Deferred costs are primarily predevelopment costs related to various projects at the Kapalua Resort that will be allocated to future development projects.

        Cash surrender value of life insurance policies is stated net of policy loans, totaling $597,000 at December 31, 2003 and 2002.

KAPALUA COCONUT GROVE LLC

        Kapalua Coconut Grove LLC ("KCG") is a Hawaii limited liability company whose members are the Company and YCP Site 29, Inc. KCG was formed in June 1997 to own, develop and sell luxury condominiums on the 12-acre parcel of beachfront property adjacent to the Kapalua Bay Hotel. Each member contributed to the venture its 50% interest in the land parcel and $1.1 million in cash. In 2001, construction was completed and sales of all units closed escrow as title was delivered to the buyers upon completion of the individual residences. Each member has a 50% interest in KCG and the Company has accounted for its investment in KCG by the equity method. The Company's pre-tax share

29



of KCG's net income was $6,993,000 in 2001. Also in 2001, the Company recognized income of $3.9 million representing its gain on the land parcel contributed to the venture. During 2003 and 2002, total assets, liabilities and members' equity and operations were minimal. KCG will be dissolved after all contingencies have been resolved.

KAAHUMANU CENTER ASSOCIATES

        Kaahumanu Center Associates ("KCA") was a 50/50 partnership between the Company as general partner and the Employees' Retirement System of the State of Hawaii ("ERS") as a limited partner. KCA was the owner and operator of Queen Ka 'ahumanu Center, a regional shopping center in Maui. In September of 2003, KCA sold the shopping center for $75 million. Upon closing of the sale, the Company received a cash distribution of $3.3 million, which primarily represented the repayment of cash advances, management fees, electricity and reimbursable costs. The Company had guaranteed the payment of up to $10 million of the $57 million mortgage loan of KCA. Upon closing of the sale, the mortgage was repaid and the guaranty was released.

        By agreement between the partners of KCA, the partnership was dissolved upon the closing of the sale and the Company as managing partner has proceeded to wind up the affairs of the partnership. The winding up period, as defined by agreement, will run for at least thirteen months following the closing of the sale and $1.2 million of the sales proceeds were withheld by KCA for possible contingencies and to wind up the affairs of the partnership.

        As a result of the dissolution of the partnership, the Company's accumulated losses of KCA in excess of its investment were reversed in the third quarter of 2003. The reversal of these losses in 2003 of $11.8 million was credited to equity in earnings of joint ventures.

        The Company had a long-term agreement with KCA to manage Queen Ka 'ahumanu Center. As manager, the Company provided all administrative and on-site personnel and incurred other costs and expenses, primarily insurance, which were reimbursable by KCA. The Company generated a portion of the electricity used by Queen Ka 'ahumanu Center. In accordance with the limited partnership agreement, the partners could make cash advances to KCA in order to avoid a cash flow deficit. In 2002 and 2001, cash advances from the Company to KCA totaled $977,000, and $482,000, respectively. Interest on the advances at 9.57% (per the partnership agreement, 1% above KCA's first mortgage loan) totaled $141,000, $113,000, and $54,000 in 2003, 2002 and 2001, respectively. In 2003, 2002 and 2001, reimbursements from KCA for payroll and other costs and expenses totaled $1,894,000, $2,259,000, and $2,634,000, respectively, and the Company charged KCA $1,801,000, $2,908,000, and $3,203,000, respectively, for electricity and management fees. At December 31, 2002, $2,488,000 was due to the Company from KCA for cash advances, management fees, electricity and reimbursable costs.

        The Company's pre-tax share of income (losses) from KCA was $852,000, ($1,248,000), and ($1,453,000), respectively, for 2003, 2002 and 2001.

30



        Summarized balance sheet information for KCA as of December 31, 2003 and 2002 and operating information for each of the three years ended December 31, 2003 follows:

 
  2003
  2002
 
  (Dollars in Thousands)

Current assets   $ 1,541   $ 1,101
Property and equipment, net         63,447
Other assets, net     153     1,183
   
 
Total Assets     1,694     65,731
   
 

Current liabilities

 

 

290

 

 

4,542
Noncurrent liabilities     7     56,688
   
 
Total Liabilities     297     61,230
   
 

Partners' Capital

 

$

1,397

 

$

4,501
   
 
 
  2003
  2002
  2001
 
Revenues   $ 14,509   $ 14,849   $ 15,206  
Costs and Expenses     12,805     17,344     18,112  
   
 
 
 
Net Income (Loss)   $ 1,704   $ (2,495 ) $ (2,906 )
   
 
 
 

4.     DISCONTINUED OPERATIONS

        In August 2003, the Company sold the Napili Plaza, which was one of two major assets in the Commercial & Property business segment. The assets sold had a net book value of $4.4 million, which was comprised principally of buildings and land improvements. The Company's gain from the transaction of $1.9 million and the results of operations prior to the sale is reported as discontinued operations and prior period amounts are restated for comparability.

        In December 2003, the Company entered into an agreement to sell substantially all of the assets of its 51% owned Costa Rican pineapple subsidiary for $15.3 million. The sale closed in December 2003 and title to all but two parcels of land, were transferred to the buyer. The sales agreement provided for withholding of $3.1 million of the sales price pending the transfer of title to the remaining properties. Accordingly, in 2003, $12.2 million of the total sales price was recognized and the Company recorded a gain of $2.9 million (after reduction for 49% minority interest). The gain and results of operations prior to the sale are reported as discontinued operations. Prior period results have been restated for comparability. The sale of the remaining two parcels will be recognized in 2004 when title to the property is transferred to the buyer. In February 2004, title to one of the remaining parcels was transferred to the buyer and $2.7 million of the previously withheld sales price was paid to the Company's subsidiary.

        The assets sold had a net book value of $6.5 million, of which approximately 34% represented land, 32% was for inventories of growing crops and the remainder was principally for machinery, buildings and other fixed assets.

31



        The revenues and operating profit (loss) relating to these two discontinued operations were as follows:

 
  2003
  2002
  2001
 
 
  (Dollars in Thousands)

 
Revenues                    
  Napili Plaza   $ 2,591   $ 1,100   $ 1,130  
  Pineapple subsidiary     12,551     6,625     5,434  
   
 
 
 
  Total     15,142     7,725     6,564  
   
 
 
 

Operating profit (loss)

 

 

 

 

 

 

 

 

 

 
  Napili Plaza     1,982     61     62  
  Pineapple subsidiary     2,056     445     (277 )
   
 
 
 
  Total   $ 4,038   $ 506   $ (215 )
   
 
 
 

5.     BORROWING ARRANGEMENTS

        During 2003, 2002 and 2001, the Company had average borrowings outstanding of $45.0 million, $47.9 million, and $46.4 million, respectively, at average interest rates of 5.0%, 4.9% and 6.9%, respectively.

        Short-term bank lines of credit available to the Company at December 31, 2003 were $1.4 million. These lines provide for interest at the prime rate (4% at December 31, 2003) plus 1/4% to 3/4%. There were no borrowings under these lines at December 31, 2003 and $595,000 in letters of credit were reserved against these lines to secure the Company's deductible portion of insurance claims administered by various insurance companies.

        Long-term debt at December 31, 2003 and 2002 consisted of the following (interest rates represent the rates at December 31):

 
  2003
  2002
 
  (Dollars in Thousands)

Term loan, 4.20% to 5.38% and 3.72% to 5.38%   $ 15,000   $ 15,000
Revolving credit agreement, 3.42% to 4.25% and
4.17% to 4.25%
    5,700     17,050
Mortgage loan, 7.25%         4,513
Equipment loans, 3.65% to 7.48% and 4.23% to 7.48%     5,174     8,030
Non-revolving term loan, 4.17%         1,344
   
 
Total     25,874     45,937
Less portion classified as current     3,576     3,681
   
 
Long-term debt   $ 22,298   $ 42,256
   
 

        The Company has a $15 million term loan that is secured by certain parcels of the Company's real property on Maui. Principal payments are due from September 2004 through June 2009. Interest rates on the loan are adjustable based on six-month, one-year and three-year rates made available by the Federal Farm Credit Bank. The agreement includes certain financial covenants, including the maintenance of a minimum tangible net worth and debt coverage ratio, maximum funded debt to capitalization ratio, and limits on capital expenditures and the payment of dividends.

        The Company has a revolving credit agreement with participating banks under which it may borrow up to $20 million in revolving loans through December 31, 2004. On December 31, 2004, the commitment reduces to $15 million and amounts outstanding at December 31, 2005, at the Company's

32



option, may be converted to a three-year term loan repayable in six equal semi-annual installments. Commitment fees of 1/4% are payable on the unused portion of the revolving credit line. At the Company's option, interest on advances is based on the prime rate or on one- to six-month London Interbank Offered Rate ("LIBOR"). The loan is collateralized by the Company's three golf courses at the Kapalua Resort. The agreement contains certain financial covenants, including the maintenance of consolidated net worth at certain levels, minimum debt coverage ratio and limits on the incurrence of other indebtedness and capital expenditures. Declaration and payment of cash dividends is restricted to 30% of prior year's net income.

        The mortgage loan was collateralized by the Napili Plaza shopping center and was repaid in connection with the sale of the property in August 2003. See Note 4 to Consolidated Financial Statements.

        The Company has agreements that provide for term loans that were used to purchase equipment for the Company's pineapple and resort operations. At December 31, 2003, $1.7 million of these term loans had interest rates that were adjustable based on one- to six-month LIBOR. The balance of these loans is at fixed interest rates. The loans mature through December 2007. Some of the agreements include financial covenants that are similar to those in the Company's revolving credit agreement.

        The Company's majority owned Costa Rican subsidiary had a non-revolving term loan that the Company guaranteed. In connection with the sale of substantially all of the subsidiary's assets, the non-revolving term loan and short-term lines of credit totaling $3,845,000 were repaid and the Company's guaranty was released. See Note 4 to Consolidated Financial Statements.

        Maturities of long-term debt during the next five years, from 2004 through 2008, are as follows: $3,576,000, $3,030,000, $3,934,000, $3,634,000 and $3,450,000.

6.     LEASES

LESSEE

        The Company has capital leases, primarily on equipment used in pineapple operations, which expire at various dates through 2006. At December 31, 2003 and 2002, property included capital leases of $1,711,000, (accumulated depreciation of $639,000 and $398,000, respectively). Future minimum rental payments under capital leases aggregate $1,021,000 (including $49,000 representing interest) and are payable as follows (2004 to 2006): $306,000, $393,000 and $322,000.

        The Company has various operating leases, primarily for land used in pineapple operations, which expire at various dates through 2018. A major operating lease covering approximately 1,500 acres used primarily for pineapple operations expired on December 31, 1999, and is currently on a month-to-month basis. The Company and the lessor intend to conclude a long-term lease after the Company has reassessed its land acreage needs. Total rental expense under operating leases was $826,000 in 2003, $792,000 in 2002 and $811,000 in 2001. Future minimum rental payments under operating leases aggregate $4,074,000 and are payable during the next five years (2004 to 2008) as follows: $612,000, $618,000, $632,000, $646,000, $659,000, respectively, and $907,000 thereafter.

LESSOR

        The Company leases land and land improvements, primarily to hotels at Kapalua, and space in buildings, primarily to retail tenants. The leases generally provide for minimum rents and, in most cases, percentage rentals based on tenant revenues. In addition, the leases generally provide for

33



reimbursement of common area maintenance and other expenses. Total rental income under these operating leases was as follows:

 
  2003
  2002
  2001
 
  (Dollars in Thousands)

Minimum rentals   $ 1,284   $ 2,010   $ 1,835
Percentage rentals     2,322     2,183     2,572
   
 
 
Total   $ 3,606   $ 4,193   $ 4,407
   
 
 

        Property at December 31, 2003 and 2002 includes leased property of $13,617,000 and $19,960,000, respectively (before accumulated depreciation of $9,092,000 and $11,642,000, respectively).

        Future minimum rental income aggregates $3,201,000 and is receivable during the next five years (2004 to 2008) as follows: $822,000, $769,000, $474,000, $239,000, $235,000, respectively, and $662,000 thereafter.

7.     POSTRETIREMENT BENEFITS

        The Company has defined benefit pension plans covering substantially all full-time, part-time and intermittent employees. Pension benefits are based primarily on years of service and compensation levels. The Company has defined benefit postretirement health and life insurance plans that cover primarily non-bargaining salaried employees and certain bargaining unit employees. Postretirement health and life insurance benefits are principally based on the employee's job classification at the time of retirement and on years of service.

        The projected benefit obligation, accumulated benefit obligation and fair value of plan assets for pension plans with accumulated benefits in excess of plan assets were $47,464,000, $42,129,000 and $38,207,000, respectively as of December 31, 2003 and $43,012,000, $38,372,000 and $31,953,000, respectively, as of December 31, 2002.

        The accumulated postretirement benefit obligation for health care as of December 31, 2003 and 2002 was determined using a health care cost trend rate of 8.5% in 2003, decreasing by .5% each year from 2003 through 2010 and 5% thereafter. The effect of a 1% annual increase in these assumed cost trend rates would increase the accrued postretirement benefit obligation by approximately $2,173,000 as of December 31, 2003, and the aggregate of the service and interest cost for 2003 by approximately $203,000; a 1% annual decrease would reduce the accrued postretirement benefit obligation by approximately $1,718,000 as of December 31, 2003, and the aggregate of the service and interest cost for 2003 by approximately $157,000.

        Special termination benefits for defined benefit pension plans increased the net periodic pension cost for 2003 and the benefit obligation recognized as of December 31, 2003 by $577,000. These special termination benefits relate to enhanced pension benefits as a result of management changes in 2003.

34



        Changes in benefit obligations and changes in plan assets for 2003 and 2002 and the funded status of the plans and amounts recognized in the balance sheets as of December 31, 2003 and 2002 were as follows:

 
  Pension Benefits
  Other Benefits
 
 
  2003
  2002
  2003
  2002
 
 
  (Dollars in Thousands)

 
Change in benefit obligations:                          
  Benefit obligations at beginning of year   $ 43,012   $ 40,081   $ 14,230   $ 16,248  
  Service cost     1,669     1,770     184     356  
  Interest cost     2,770     2,695     849     902  
  Actuarial (gain) loss     1,972     953     377     (2,650 )
  Special termination benefits     577         68      
  Benefits paid     (2,536 )   (2,487 )   (562 )   (626 )
   
 
 
 
 
  Benefit obligations at end of year     47,464     43,012     15,146     14,230  
   
 
 
 
 
Change in plan assets:                          
  Fair value of plan assets at beginning of year     31,953     37,691          
  Actual return on plan assets     7,717     (3,508 )        
  Employer contributions     1,073     257     562     626  
  Benefits paid     (2,536 )   (2,487 )   (562 )   (626 )
   
 
 
 
 
  Fair value of plan assets at end of year     38,207     31,953          
   
 
 
 
 
Funded status     (9,257 )   (11,059 )   (15,146 )   (14,230 )
Unrecognized actuarial (gain) loss     9,006     12,515     (4,566 )   (5,383 )
Unrecognized net transition obligation     229     254          
Unrecognized prior service cost     377     423     (417 )   (545 )
   
 
 
 
 
Net amounts recognized     355     2,133     (20,129 )   (20,158 )
   
 
 
 
 
Amounts recognized in balance sheets consist of:                          
  Pension asset before minimum liability adjustment     2,286     3,218          
  Accrued benefit liability     (1,931 )   (1,085 )   (20,129 )   (20,158 )
  Intangible asset     607     677          
  Minimum liability adjustment     (4,277 )   (8,552 )        
  Accumulated other comprehensive loss     3,670     7,875          
   
 
 
 
 
Net amounts recognized   $ 355   $ 2,133   $ (20,129 ) $ (20,158 )
   
 
 
 
 
Increase (decrease) in minimum liability                          
  included in other comprehensive income   $ (4,205 ) $ 7,875   $   $  

Weighted average assumption used to determine benefit obligations at December 31:

 

 

 

 

 

 

 

 

 

 

 

 

 
  Discount rate     6.25 %   6.75 %   6.25 %   6.75 %
  Rate of compensation increase     3.50 %   3.50 %   3.50 %   3.50 %

35


        Net periodic benefit costs for 2003, 2002 and 2001 included the following components:

 
  2003
  2002
  2001
 
 
  (Dollars in Thousands)

 
Pension benefits:                    
  Service cost   $ 1,669   $ 1,770   $ 1,728  
  Interest cost     2,771     2,694     2,701  
  Expected return on plan assets     (2,858 )   (3,307 )   (3,673 )
  Amortization of net transition obligation (asset)     25     28     (505 )
  Amortization of prior service cost     46     94     74  
  Special termination benefits     577          
  Recognized net actuarial loss     621     77     13  
   
 
 
 
  Net expense     2,851     1,356     338  
   
 
 
 
Other benefits:                    
  Service cost     184     356     410  
  Interest cost     849     901     986  
  Amortization of prior service cost     (128 )   (128 )   (134 )
  Recognized net actuarial gain     (371 )   (456 )   (323 )
   
 
 
 
  Net expense   $ 534   $ 673   $ 939  
   
 
 
 
 
  2003
  2002
  2001
Weighted average assumptions used to determine net periodic benefit cost:            
Pension benefits:            
  Discount rate   6.75%   7.25%   7.25%
  Expected long-term return on plan assets   9%   9%   9%
  Rate of compensation increase   3.0% - 4.5%   3.0% - 4.5%   3.5% - 4.5%
Other benefits:            
  Discount rate   6.75%   7.25%   7.25%
  Rate of compensation increase   3.5%   4.0%   4.0%

        The expected long-term rate of return on plan assets was based on historical total returns of broad equity and bond indices for ten to fifteen year periods, weighted against the Company's targeted pension asset allocation ranges. These rates were also compared to historical rates of return on hypothetical blended funds with 60% equity securities and 40% bond securities. These hypothetical rates of return were in excess of 9% in 2003, 2002 and 2001.

        The Company's pension plan weighted-average asset allocations at December 31, 2003 and 2002, by asset category was as follows:

Asset Category

  2003
  2002
 
Equity Securities   66 % 63 %
Debt Securities   33 % 36 %
Real Estate      
Other   1 % 1 %

        A pension committee consisting of certain senior management employees administers the Company's defined benefit pension plans. The pension plan assets are allocated among approved asset types based on asset allocation guidelines and investment and risk-management guidelines set by the pension committee, and subject to liquidity requirements of the plans. The pension committee has set the following asset mix guidelines: equities 20% to 60%; fixed income securities 20% to 50%;

36



international securities 0% to 10%; private partnerships 0% to 15% and cash or equivalents 0% to 100%.

        The Company expects to contribute $1,452,000 to its defined benefit pension plans and $678,000 to its other postretirement benefit plans in 2004.

        The Company has investment and savings plans that allow eligible employees on a voluntary basis to make pre-tax contributions of their cash compensation. Substantially all employees are eligible to participate in one or more plans. The Company can elect to make contributions to the plans and, in 2002, the Company contributed $92,000 to one of the plans. No Company contributions were made to these plans in 2003.

        The Company has an Employee Stock Ownership Plan ("ESOP") for non-bargaining salaried employees and for bargaining unit clerical employees of Maui Pineapple Company, Ltd. Effective December 31, 1999, the Company's Board of Directors approved a plan amendment to freeze the ESOP. Accordingly, after 1999, there were no further contributions to the ESOP and no additional employees became participants of the plan. On March 1, 2004, the Company's Board of Directors voted to terminate the ESOP.

        On October 1, 1998, deferred compensation plans that provided for specified payments after retirement for certain management employees were terminated. At the termination date, these employees were given credit for existing years of service and future vesting of additional benefits was discontinued. The present value of the benefits to be paid is being accrued over the period of active employment. As of December 31, 2003 and 2002, deferred compensation plan liabilities totaled $2,090,000 and $2,027,000, respectively.

8.     EQUITY COMPENSATION PLANS

        At December 31, 2003, 800,000 shares of the Company's common stock have been authorized for issuance under equity compensation plans. The Company's Stock and Incentive Compensation Plan of 2003 (the "Stock Plan") was approved by its shareholders on December 11, 2003 and includes 500,000 shares of common stock authorized for issuance. The Compensation Committee of the Board of Directors is charged with administering the Stock Plan and, at its discretion can determine the employees, directors and independent contractors to whom awards under this plan will be granted. The vesting requirements, terms of the grants of options or other equity instruments and other terms of the grants generally follow certain guidelines, but can vary by grant according to the discretion of the Committee.

        In October 2003, the Company entered into a non-qualified stock option agreement with the Company's President and Chief Executive Officer under which 200,000 shares of common stock were granted to him in 2003. The term of the options expire ten years from the date of grant and the options will vest and become exercisable over a three-year period from the date of grant.

        At December 31, 2002, there were no compensation plans under which equity securities of the Company were authorized for issuance.

        At December 31, 2003, there were 225,000 stock options outstanding at a weighted average exercise price of $20.59 per share. There were no options exercised, forfeited or expiring in 2003 and there were no options exercisable at year-end 2003. The weighted average grant date fair value of the options granted during 2003 was $9.82 per share. In 2003, the exercise prices of the options on the grant dates were less than the market price of the Company's common stock on the respective grant dates. The fair value of the stock option grants in 2003 on the grant dates was estimated using a Black-Scholes option pricing model with the following weighted-average assumptions: dividend yield -0-, expected volatility 37.5%, risk-free interest rate of 2.2% and expected life of 1.6 years. In 2003, stock-

37



based compensation resulted in recognition of expense and additional paid in capital of $195,000 for outstanding stock options.

        The Company entered into a restricted stock agreement under which 100,000 shares of restricted common stock were granted to the Company's President and Chief Executive officer in October 2003. The restricted common stock will vest at a rate of 25,000 shares per year from 2004 through 2007, subject to the achievement of certain performance measures. The stock has been issued in the President and Chief Executive Officer's name and he is entitled to vote the stock and receive any dividends that may be paid, but the stock certificate is held in escrow by the Company. At December 31, 2003, there was insufficient evidence to determine whether the restricted shares would vest, and therefore the fair value of the shares was not ascertainable and no compensation expense was recognized for the restricted stock in 2003.

9.     MINORITY INTEREST IN SUBSIDIARY

        In February 1999, Royal Coast Tropical Fruit Company, Inc. (a wholly owned subsidiary of Maui Pineapple Company, Ltd.) formed a subsidiary company in Central America and invested $503,000 for a 51% ownership interest in a new pineapple production company. The minority stockholders contributed $460,000. In addition to $663,000 previously contributed, the Company contributed $510,000 and $357,000, in 2003 and 2002, respectively, to the capital of the Central American subsidiary and the minority shareholders contributed proportionately, thus maintaining the ownership interest percentages. As previously mentioned in Note 4, in December 2003, the Company sold substantially all of the assets of the Costa Rican pineapple production company. The minority stockholders' share of the 2003 income was $4,050,000 and the 2002 and 2001 operating losses were not material.

10.   INCOME TAXES

        The components of the income tax provision (benefit) were as follows:

 
  2003
  2002
  2001
 
 
  (Dollars in Thousands)

 
Current                    
  Federal   $ 2,997   $ (2,589 ) $ 1,904  
  State     656     (694 )   (256 )
  Foreign     277     126      
   
 
 
 
  Total     3,930     (3,157 )   1,648  
   
 
 
 
Deferred                    
  Federal     684     (252 )   1,594  
  State     (95 )   (97 )   198  
   
 
 
 
  Total     589     (349 )   1,792  
   
 
 
 
  Total provision (benefit)   $ 4,519   $ (3,506 ) $ 3,440  
   
 
 
 

38


        Reconciliation between the total provision and the amount computed using the statutory federal rate of 35% in 2003 and 34% in 2002 and 2001 follows:

 
  2003
  2002
  2001
 
 
  (Dollars in Thousands)

 
Federal provision (benefit) at statutory rate   $ 3,680   $ (3,133 ) $ 3,743  
Adjusted for                    
  State income taxes, net of effect on federal income taxes     405     (497 )   (50 )
  Federal research credits     (48 )   (90 )   (177 )
  Other     482     214     (76 )
   
 
 
 
  Total provision (benefit)   $ 4,519   $ (3,506 ) $ 3,440  
   
 
 
 

        Deferred tax assets and liabilities were comprised of the following types of temporary differences as of December 31, 2003 and 2002:

 
  2003
  2002
 
 
  (Dollars in Thousands)

 
Accrued retirement benefits   $ 9,528   $ 10,696  
Minimum tax credit carryforwards     2,282     6,314  
Accrued liabilities     2,369     1,937  
Inventory     316      
Allowance for doubtful accounts     365     250  
Net operating loss and tax credit carryforwards     212     1,125  
   
 
 
Total deferred tax assets     15,072     20,322  
   
 
 
Deferred condemnation proceeds     (6,250 )   (6,523 )
Property net book value     (5,155 )   (6,706 )
Income from partnerships     (84 )   (1,790 )
Pineapple marketing costs     (625 )   (837 )
Inventory         (1,049 )
Other     (2,596 )   (951 )
   
 
 
Total deferred tax liabilities     (14,710 )   (17,856 )
   
 
 
Net deferred tax asset   $ 362   $ 2,466  
   
 
 

        A valuation allowance against deferred tax assets as of December 31, 2003 and 2002 is not considered necessary as the Company believes it is more likely than not the deferred tax assets will be fully realized.

        At December 31, 2003, the Company had federal minimum tax credit carryforwards of $2.3 million.

        The Company's federal income tax returns for 1998, 1999 and 2000 are under examination by the Internal Revenue Service. The revenue agent's report on these examinations was issued in February 2004 and has proposed additional taxes totaling $1,049,000. The Company believes that it has substantial authority for the positions it has taken on the returns and will be contesting the proposed adjustments.

        Income before income taxes from foreign sources totaled $4,156,000 and $282,000, in 2003 and 2002, respectively.

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11.   INTEREST CAPITALIZATION

        Interest cost incurred in 2003, 2002 and 2001 was $2,695,000, $2,651,000 and $3,502,000, respectively, of which $40,000, $140,000 and $599,000, respectively, were capitalized.

12.   ADVERTISING AND RESEARCH AND DEVELOPMENT

        Advertising expense totaled $1,765,000 in 2003, $1,662,000 in 2002 and $1,901,000 in 2001. Research and development expenses totaled $800,000, in 2003, $1,004,000 in 2002 and $1,073,000 in 2001.

13.   CONCENTRATIONS OF CREDIT RISK

        A substantial portion of the Company's trade receivables results from sales of pineapple products, primarily to food distribution customers in the United States and the United States government. Credit is extended after evaluating creditworthiness and no collateral generally is required from customers. Notes receivable result principally from sales of real estate in Hawaii and are collateralized by the property sold.

14.   DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS

        Except for certain long-term debt, the carrying amount of the Company's financial instruments approximates fair value. The fair value of long-term debt was estimated based on rates currently available to the Company for debt with similar terms and remaining maturities.

        The carrying amount of long-term debt at December 31, 2003 and 2002 was $25,874,000 and $45,937,000, respectively, and the fair value was $26,050,000 and $45,367,000, respectively.

15.   BUSINESS SEGMENTS

        The Company's reportable segments are Pineapple, Resort and Commercial & Property. Each segment is a line of business requiring different technical and marketing strategies.

        Pineapple includes growing pineapple, canning pineapple in tin-plated steel containers fabricated by the Company and marketing canned and fresh pineapple products.

        Resort includes the development and sale of real estate, property management and the operation of recreational and retail facilities and utility companies at Kapalua on Maui.

        Commercial & Property includes the Company's investment in Kaahumanu Center Associates, Napili Plaza shopping center and non-resort real estate development, rentals and sales. It includes the Company's land entitlement and land management activities.

        The accounting policies of the segments are the same as those described in Note 1, Summary of Significant Accounting Policies.

40



        The financial results for each of the Company's reportable business segments for 2003, 2002 and 2001 were as follows:

 
  Pineapple
  Resort
  Commercial &
Property

  Other
  Consolidated
 
 
  (Dollars in Thousands)

 
2003                                
Revenues(1)   $ 105,038   $ 45,568   $ 18,037   $ 23   $ 168,666  
   
 
 
 
 
 
Operating profit (loss)(2)     (921 )   (1,169 )   13,059     (1,965 )   9,004  
Interest expense     (1,495 )   (593 )   (68 )   (370 )   (2,526 )
   
 
 
 
 
 
Income (loss) before income taxes and discontinued operations     (2,416 )   (1,762 )   12,991     (2,335 )   6,478  
   
 
 
 
 
 
Depreciation     7,680     4,145     179     180     12,184  
Equity in earnings (losses) of joint ventures     47     (20 )   12,651         12,678  
Investment in joint ventures     317     333             650  
Segment assets(3)     81,888     65,543     1,015     13,234     161,680  
Expenditures for segment assets     3,916     3,093     284     1,524     8,817  

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues(1)   $ 92,528   $ 49,757   $ 5,420   $ 35   $ 147,740  
   
 
 
 
 
 
Operating profit (loss)(2)     (8,502 )   2,830     (152 )   (1,508 )   (7,332 )
Interest expense     (1,356 )   (554 )   (170 )   (309 )   (2,389 )
   
 
 
 
 
 
Income (loss) before income taxes and discontinued operations     (9,858 )   2,276     (322 )   (1,817 )   (9,721 )
   
 
 
 
 
 
Depreciation     5,733     4,077     441     821     11,072  
Equity in earnings (losses) of joint ventures     62     8     (1,248 )       (1,178 )
Investment in joint ventures     269     320     (12,840 )       (12,251 )
Segment assets(3)     83,021     67,426     10,284     23,464     184,195  
Expenditures for segment assets     5,224     2,656     282     3,476     11,638  

2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Revenues(1)   $ 91,992   $ 70,078   $ 3,900   $ 47   $ 166,017  
   
 
 
 
 
 
Operating profit (loss)(2)     (3,039 )   19,757     (1,476 )   (1,199 )   14,043  
Interest expense     (1,682 )   (801 )   (211 )   (126 )   (2,820 )
   
 
 
 
 
 
Income (loss) before income taxes and discontinued operations     (4,721 )   18,956     (1,687 )   (1,325 )   11,223  
   
 
 
 
 
 
Depreciation     5,582     3,690     479     475     10,226  
Equity in earnings (losses) of joint ventures     3     6,993     (1,453 )       5,543  
Investment in joint ventures     207     9     (11,518 )       (11,302 )
Segment assets(3)     79,068     72,198     8,051     17,116     176,433  
Expenditures for segment assets     4,794     5,415     411     4,599     15,219  

(1)
Amounts are principally revenues from external customers. Intersegment revenues and interest revenues were insignificant. Sales to any single customer did not exceed 10% of consolidated revenues. Revenues attributed to foreign countries were $1.1 million, $2.2 million and $1.7 million, respectively, in 2003, 2002 and 2001. Foreign sales are attributed to countries based on the location of the customer.

(2)
"Operating profit (loss)" is total revenues less all expenses except allocated interest expenses and income taxes. Operating profit (loss) included in "Other" is primarily unallocated corporate expenses.

(3)
"Segment assets" are located in the United States, primarily Maui. "Other" assets are corporate and non-segment assets.

41


16.   CONTINGENCIES AND COMMITMENTS

        In 1996, the County of Maui sued several chemical manufacturers claiming that they were responsible for the presence of a nematocide commonly known as DBCP in certain water wells on Maui. The Company was a Third Party Defendant in the suit as a result of a 1978 agreement for the sale of DBCP to the Company from one of the DBCP manufacturers. In August 1999, settlement of the case was reached. The Company and the other defendants as a group have agreed that until December 1, 2039, they will pay for 90% of the capital cost to install filtration systems in any future wells if DBCP contamination exceeds specified levels and for the ongoing maintenance and operating cost for filtration systems on existing and future wells. The level of DBCP in the existing wells should decline over time as the wells are pumped, which may end the requirement for filtration before 2039. To secure the obligations of the defendants under the settlement agreement, the defendants are required to furnish to the County of Maui an irrevocable standby letter of credit throughout the entire term of the agreement. The Company had estimated a range of its share of the cost to operate and maintain the filtration systems for the existing wells and its share of the cost of the letter of credit, and recorded a reserve for this liability in 1999. Adjustments to the reserve in 2001, 2002 and 2003 did not have a material effect on the Company's financial statements. There are procedures in the settlement agreement to minimize the DBCP impact on future wells by relocating the wells to areas unaffected by DBCP or by using less costly methods to remove DBCP from the water. 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.

        A private water company on Maui detected the presence of DBCP and 1-2-3-trichloropropane in the water from wells located on Company property that it is licensed to use. The chemicals are believed to have come from agricultural chemicals that the Company used on pineapple fields in the area. In pre-litigation mediation in January 2004, a memorandum of understanding that outlined terms of a settlement and release of all claims between the private water company, ML&P and a certain chemical manufacturing company was executed. The memorandum of understanding is subject to documentation in a formal, binding settlement agreement and to court approval. Based on the present understanding between the parties, the financial impact to the Company is not expected to be material and no provision has been made in the Company's financial statements.

        In connection with pre-development planning for a land parcel in Upcountry Maui, pesticide residues in the parcel's soil were discovered in levels that are in excess of Federal and Hawaii State limits. Studies by environmental consultants, in consultation with the State Department of Health, indicate that remediation probably will be necessary. Cost of remediation will depend on various alternatives as to use of the property and the method of remediation. Until the Company makes further progress on obtaining proper entitlements for the parcel, the ultimate use of the property remains uncertain and, therefore, an estimate of the remediation cost cannot be made.

        In addition to the matters noted above, there are various other claims and legal actions pending against the Company. In the opinion of management, after consultation with legal counsel, the resolution of these other matters will not have a material adverse effect on the Company's financial position or results of operations.

        Premium Tropicals International, LLC ("PTI") is a joint venture between Royal Coast Tropical Fruit Company, Inc. (a wholly owned subsidiary of Maui Pineapple Company, Ltd.) and an Indonesian pineapple grower and canner. The joint venture markets and sells Indonesian canned pineapple in the United States. The Company is a guarantor of a $3 million line of credit, which supports letters of credit to be issued on behalf of PTI for import trading purposes and a $1 million line of credit used for working capital purposes. Both lines expire on August 31, 2004. At December 31, 2003, there were no

42



amounts drawn under the lines of credit and payment for shipments totaling $1.1 million were secured by the letters of credit.

        The Company, as a partner in various partnerships, may under particular circumstances be called upon to make additional capital contributions.

        At December 31, 2003, the Company had commitments under signed contracts totaling $5,808,000, which primarily relate to pineapple purchase commitments for the Costa Rican operations and to real estate projects. Commitments for pineapple purchases totaling $5.1 million were assumed by a third party on March 1, 2004.


QUARTERLY EARNINGS
(unaudited)

 
  First
Quarter

  Second
Quarter

  Third
Quarter

  Fourth
Quarter

 
 
  (Dollars in Thousands
Except Per Share Amounts)

 
2003                          
Total revenues   $ 35,586   $ 33,920   $ 51,282   $ 48,567  
Net sales     25,792     24,494     27,739     35,559  
Cost of sales     16,157     16,866     17,807     25,150  
Net income (loss)     (626 )   (4,032 )   9,448     1,207  
Net income (loss) per common share     (.09 )   (.56 )   1.31     .17  

2002

 

 

 

 

 

 

 

 

 

 

 

 

 
Total revenues   $ 34,531   $ 31,554   $ 36,742   $ 44,914  
Net sales     23,690     23,539     28,211     36,649  
Cost of sales     15,290     15,727     20,602     27,962  
Net income (loss)     776     (2,066 )   (2,199 )   (2,220 )
Net income (loss) per common share     .11     (.29 )   (.31 )   (.31 )

*
Total revenues, net sales and cost of sales for the first three quarters of 2003 and for each quarter in 2002 were restated to conform to the full year 2003 presentation.

43


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, 2003 and 2002 and for each of the three years in the period ended December 31, 2003, and have issued our report thereon, dated March 1, 2004. Our audits also included the financial statement schedule of Maui Land & Pineapple Company, Inc. listed in Item 15(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.

 
   
GRAPHIC    

DELOITTE & TOUCHE LLP
Honolulu, Hawaii
March 1, 2004

44


SCHEDULE II

MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2003, 2002 AND 2001

DESCRIPTION

  BALANCE AT
BEGINNING
OF PERIOD

  ADDITIONS
CHARGED TO
COSTS AND
EXPENSES

  ADDITIONS
(DEDUCTIONS)
CHARGED
TO OTHER
ACCOUNTS
(describe)(a)

  DEDUCTIONS
(describe)(b)

  BALANCE
AT END
OF PERIOD

 
  (Dollars in Thousands)

Allowance for Doubtful Accounts                              
  2003   $ 590   $ 546   $ 3   $ (145 ) $ 994
  2002     706     112     5     (233 )   590
  2001     1,043     245     6     (588 )   706

(a)
Recoveries.

(b)
Write off of uncollectible accounts.

45


Item 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

        None.

Item 9A.    CONTROLS AND PROCEDURES

(a)
Evaluation of disclosure controls and procedures. The effectiveness of the Company's disclosure controls and procedures were evaluated as of December 31, 2003. Based on this evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective in timely identifying material information that should be disclosed in this report.

(b)
Changes in internal controls. There have been no changes in the Company's internal controls or other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the date the evaluation was undertaken.


PART III

Item 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

        Information regarding the registrant's executive officers is included in Part I, Item 1. BUSINESS.

        The information set forth under "—Section 16(a) Beneficial Ownership Reporting Compliance" and "Election of Directors" through "—Certain Transactions" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

        The Board of Directors has determined that Director Randolph G. Moore, the Chairman of the Company's Audit Committee, is a financial expert as defined in the Securities and Exchange Commission regulations. He is also independent within the meaning of the American Stock Exchange Company Guide Section 121A.

        The Company has adopted the Maui Land & Pineapple Company, Inc. Policy on Business Ethics and Conflicts of Interest. The policy covers all officers and non-bargaining unit employees of the Company. A copy of the policy will be furnished, free of charge upon written request to: Corporate Secretary, Maui Land & Pineapple Company, Inc., P. O. Box 187, Kahului, Hawaii 96733-6687; or email: investor.info@mlpmaui.com.

Item 11.    EXECUTIVE COMPENSATION

        The information set forth under "Executive Compensation" and "—Directors' Meetings and Committees" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

Item 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

        The information set forth under "Security Ownership of Certain Beneficial Owners and Management" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

46



        Securities Authorized For Issuance Under Equity Compensation Plans:

Plan Category

  Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
(a)

  Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)

  Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)

Equity compensation plans approved by security holders   25,000   $ 27.74   475,000
Equity compensation plans not approved by security holders   300,000 (1) $ 19.70  

(1)
100,000 shares of restricted stock were issued in December 2003. The shares of restricted stock carry dividend and voting rights, but are escrowed by the Company and their vesting is contingent upon the attainment of certain financial and other performance measures during 2004 through 2007. Options to purchase 200,000 shares of Company common stock were granted in December 2003. One-third of the options will become exercisable in October 2004, and one-twelfth of the options will become exercisable quarterly thereafter for the next eight quarters. These options terminate in October 2013.

Item 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

        The information set forth under "—Compensation Committee Interlocks and Insider Participation" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.

Item 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

        Information set forth under "Independent Public Accountants" in the Maui Land & Pineapple Company, Inc. Proxy Statement, to be filed on or before April 29, 2004, is incorporated herein by reference.


PART IV

Item 15.    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 Statements of Operations and Retained Earnings for the Years Ended December 31, 2003, 2002 and 2001    
Consolidated Balance Sheets, December 31, 2003 and 2002    
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2003, 2002 and 2001    
Consolidated Statements of Cash Flows for the Years Ended December 31, 2003, 2002 and 2001    
Notes to Consolidated Financial Statements    

47


        (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:


        (b)    Reports on Form 8-K    

        (c)    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. Exhibit 3(i) to Form 10-K for the year ended December 31, 1999.

3.1(i)

 

Articles of Amendment to Restated Articles of Association, filed December 11, 2003. Exhibit 3.1(i) to Amendment No. 1 to Registration Statement on Form 8-A/A, as filed with the SEC on January 5, 2004.

  3   (ii)

 

Bylaws (Amended as of December 11, 2003). Exhibit 3.1(ii) to Amendment No. 1 to Registration Statement on Form 8-A/A, as filed with the SEC on January 5, 2004.

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. Exhibit 4.1(iv) to Form 10-K for the year ended December 31, 2000.

   (v)

 

Loan Modification Agreement (June 2001), effective as of June 30, 2001. Exhibit 4.1(v) to Form 10-Q for the quarter ended September 30, 2001.

   (vi)

 

Loan Modification Agreement (September 2001), effective as of September 30, 2001. Exhibit 4.1(vi) to Form 10-K for the year ended December 31, 2001.

   (vii)

 

Amended and Third Restated Revolving Credit and Term Loan Agreement, dated as of December 31, 2001. Exhibit 4.1(vii) for Form 10-K for the year ended December 31, 2001.

   (viii)

 

Loan Modification Agreement (December 2002), effective as of December 31, 2002. Exhibit 4.1 (viii) to Form 10-K for the year ended December 31, 2002.
     

48



   (ix)

 

Second Loan Modification Agreement, dated March 21, 2003. Exhibit 4.1(ix) to Form 10-K for the year ended December 31, 2002.

   (x)

 

Third Loan Modification Agreement, dated as of August 11, 2003. Exhibit 4.1(x) to Form 10-Q for the quarter ended June 30, 2003.

   (xi)*

 

Fourth Loan Modification Agreement, dated as of December 31, 2003.

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. Exhibit 4.2(iii) to Form 10-K for the year ended December 31, 2000.

   (iv)

 

Amendment to Loan Agreement entered into on March 23, 2001 and effective as of December 31, 2000. Exhibit (4)A to Form 10-Q for the quarter ended March 31, 2001.

   (v)

 

Amendment to Loan Agreement, made as of December 31, 2001. Exhibit 4.2(v) for Form 10-K for the year ended December 31, 2001.

   (vi)

 

Fifth Amendment to Term Loan Agreement, entered into on March 18, 2003, and effective as of December 31, 2002. Exhibit 4.2(vi) to Form 10-K for the year ended December 31, 2002.

   (vii)

 

Sixth Amendment to Term Loan Agreement, entered into on July 30, 2003, and effective as of June 29, 2003. Exhibit 4.2(vii) to Form 10-Q for the quarter ended June 30, 2003.

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.

   (ix)*

 

Amendment No. 2 to Limited Partnership Agreement of Kaahumanu Center Associates, dated December 30, 2002.
     

49



   (x)*

 

Letter Agreement dated September 2, 2003, between Maui Land & Pineapple Company, Inc. and Heitman Capital Management LLC, as agent for the Employees' Retirement System of the State of Hawaii.

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. Exhibit 10.2(i)  to Form 10-K for the year ended December 31, 2000.

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)

 

Supplemental Executive Retirement Plan (effective as of January 1, 1988). Exhibit (10)B to Form 10-K for the year ended December 31, 1988.

   (iii)

 

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.

   (iv)

 

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.

   (v)

 

Executive Severance Plan, as amended through November 6, 1998. Exhibit 10.3 (x) to Form 10-K for the year ended December 31, 1998.

   (vii)

 

Employment Separation Agreement (Gary L. Gifford, President/CEO), dated April 15, 2003. Exhibit 10.3(x) to Form 10-Q for the quarter ended June 30, 2003.

   (viii)*

 

Employment Agreement effective as of October 6, 2003 by and between Maui Land & Pineapple Company, Inc. and David C. Cole.

   (ix)*

 

Maui Land & Pineapple Company, Inc. Stock Option Agreement for David Cole, dated October 6, 2003.

   (x)*

 

Maui Land & Pineapple Company, Inc. Restricted Share Agreement for David Cole, dated October 6, 2003.

   (xi)*

 

Employment Separation Agreement (Donald A. Young, Executive Vice President/Resort & Commercial Property), dated December 24, 2003.

   (xii)*

 

Independent Consulting Services Agreement (Donald A. Young), effective as of January 1, 2004.

   (xiii)*

 

Employment Separation Agreement (Douglas R. Schenk, Executive Vice President/Pineapple), dated December 30, 2003.

   (xiv)*

 

Independent Consulting Services Agreement (Douglas R. Schenk), effective as of January 1, 2004.

   (xv)

 

Maui Land & Pineapple Company Inc. 2003 Stock and Incentive Compensation Plan. Appendix B to Definitive Proxy Statement, dated November 7, 2003.

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.
     

50



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.). Exhibit 10.5(i) to Form 10-K for the year ended December 31, 1999.

11.

 

Statement re computation of per share earnings. See Earnings Per Common Share under Note 1 to Consolidated Financial Statements.

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.

31.*

 

Rule 13a—14(a) Certifications.

32.*

 

Section 1350 Certifications

99.

 

Additional Exhibits.

51



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 25, 2004

 

By

/s/  
DAVID C. COLE      
David C. Cole
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/  DAVID C. COLE      
David C. Cole
Chairman of the Board
  Date March 25, 2004
 

By

/s/  
PAUL J. MEYER      
Paul J. Meyer
Executive Vice President/Finance
(Principal Financial Officer)

 

Date

March 25, 2004


 

By

/s/  
ADELE H. SUMIDA      
Adele H. Sumida
Controller & Secretary
(Principal Accounting Officer)

 

Date

March 25, 2004


 

By

/s/  
JOHN H. AGEE      
John H. Agee
Director

 

Date

March 17, 2004


 

By

/s/  
RICHARD H. CAMERON      
Richard H. Cameron
Director

 

Date

March 25, 2004


 

By

/s/  
DAVID A. HEENAN      
David A. Heenan
Director

 

Date

March 18, 2004


 

By

/s/  
RANDOLPH G. MOORE      
Randolph G. Moore
Director

 

Date

March 12, 2004


 

By

/s/  
CLAIRE C. SANFORD      
Claire C. Sanford
Director

 

Date

March 25, 2004


 

By

/s/  
FRED E. TROTTER III      
Fred E. Trotter III
Director

 

Date

March 25, 2004


 

52




QuickLinks

TABLE OF CONTENTS
FORWARD-LOOKING STATEMENTS
PART I
PART II
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED BALANCE SHEETS
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
QUARTERLY EARNINGS (unaudited)
PART III
PART IV
SIGNATURES