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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2004
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-6510
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
HAWAII 99-0107542
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
P. O. BOX 187, KAHULUI, MAUI, HAWAII 96733-6687
(Address of principal executive offices)
Registrant's telephone number, including area code: (808)877-3351
NONE
Former name, former address and former fiscal year, if changed
since last report
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
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 May 4, 2004
Common Stock, no par value 7,295,800 shares
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets,
March 31, 2004 (Unaudited) and December 31, 2003 3
Condensed Statements of Operations and Retained Earnings,
Three Months Ended March 31, 2004 and 2003 (Unaudited) 4
Condensed Statements of Comprehensive Income (Loss)
Three Months Ended March 31, 2004 and 2003 (Unaudited) 5
Condensed Statements of Cash Flows,
Three Months Ended March 31, 2004 and 2003 (Unaudited) 6
Notes to Condensed Financial Statements (Unaudited) 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures About
Market Risk 18
Item 4. Controls and Procedures 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 18
Item 6. Exhibits and Reports on Form 8-K 18
Signatures 19
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
Unaudited
3/31/04 12/31/03
(Dollars in Thousands)
ASSETS
Current Assets
Cash and cash equivalents $ 10,852 $ 7,863
Accounts and notes receivable 11,973 24,141
Inventories 11,917 13,263
Other current assets 4,554 6,021
Total current assets 39,296 51,288
Property 253,888 249,038
Accumulated depreciation (156,528) (153,990)
Property - net 97,360 95,048
Other Assets 13,735 15,344
Total 150,391 161,680
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt and
capital lease obligations 4,074 3,850
Trade accounts payable 10,255 12,434
Other current liabilities 11,120 11,437
Total current liabilities 25,449 27,721
Long-Term Liabilities
Long-term debt and capital lease obligations 16,256 22,996
Accrued retirement benefits 30,162 30,168
Other long-term liabilities 4,123 3,921
Total long-term liabilities 50,541 57,085
Minority Interest in Subsidiary 910 5,330
Stockholders' Equity
Common stock, no par value - 8,000,000 shares
authorized, 7,195,800 issued and outstanding 12,455 12,455
Paid-in-capital 513 195
Retained earnings 62,872 61,354
Accumulated other comprehensive loss (2,349) (2,460)
Stockholders' equity 73,491 71,544
Total $150,391 $ 161,680
See accompanying Notes to Condensed Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
Three Months Ended
3/31/04 3/31/03
(Dollars in Thousands
Except Share Amounts)
Revenues
Net sales $30,257 $24,610
Operating revenues 10,242 9,678
Other revenues 67 123
Total Revenues 40,566 34,411
Costs and Expenses
Cost of goods sold 17,295 15,851
Operating expenses 8,798 8,277
Shipping and marketing 4,510 4,569
General and administrative 7,383 6,306
Interest 377 600
Equity in losses of joint ventures 5 263
Total Costs and Expenses 38,368 35,866
Income (Loss) From Continuing Operations
Before Income Taxes 2,198 (1,455)
Income Tax Expense (Benefit) 740 (481)
Income (Loss) From Continuing Operations 1,458 (974)
Income From Discontinued Operations (net
of income tax expense of $73 and $172) 60 348
Net Income (Loss) 1,518 (626)
Retained Earnings, Beginning of Period 61,354 55,357
Retained Earnings, End of Period 62,872 54,731
Earnings Per Common Share - Basic and Diluted
Continuing Operations .20 (.14)
Discontinued Operations .01 .05
Net Income (Loss) $ .21 $ (.09)
See accompanying Notes to Condensed Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
Three Months Ended
3/31/04 3/31/03
(Dollars in Thousands)
Net Income (Loss) $ 1,518 $ (626)
Other Comprehensive Income - Foreign
Currency Translation Adjustment 111 2
Comprehensive Income (Loss) $ 1,629 $ (624)
See accompanying Notes to Condensed Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Three Months Ended
3/31/04 3/31/03
(Dollars in Thousands)
Net Cash Provided by (Used in)
Operating Activities $ 14,154 $ (1,063)
Investing Activities
Purchases of property (5,744) (2,206)
Proceeds from disposals of property 2.638 36
Other (776) (304)
Net Cash Provided by (Used in)
Investing Activities (3,882) (2,474)
Financing Activities
Payments of long-term debt and capital
lease obligations (10,943) (4,986)
Proceeds from long-term debt 4,500 8,848
Distributions to minority interest (767) --
Payment of short-term debt -- (920)
Other (73) 283
Net Cash Provided by (Used in)
Financing Activities (7,283) 3,225
Net Increase (Decrease) in Cash 2,989 (312)
Cash and Cash Equivalents
at Beginning of Period 7,863 658
Cash and Cash Equivalents
at End of Period $10,852 $ 346
Supplemental Disclosures of Cash Flow Information - Interest (net
of amounts capitalized) of $398,000 and $634,000 was paid during
the three months ended March 31, 2004 and 2003, respectively.
Income taxes of $990,000 and $(291,000) were paid (received) during
the three months ended March 31, 2004 and 2003, respectively.
See accompanying Notes to Condensed Financial Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of management, the accompanying condensed
financial statements contain all normal and recurring adjustments
necessary to fairly present the statement of financial position,
results of operations and cash flows for the interim periods
ended March 31, 2004 and 2003.
2. The Company's reports for interim periods utilize numerous
estimates of production cost, general and administrative
expenses, and other costs for the full year. Future actual
amounts may differ from the estimates. Amounts in the interim
reports are not necessarily indicative of results for the full
year.
3. The effective tax rate for 2004 and 2003 differs from the
statutory federal rate of 34% primarily because of the state tax
provision and refundable state tax credits.
4. Accounts and notes receivable are reflected net of allowance
for doubtful accounts of $955,000 and $994,000 at March 31, 2004
and December 31, 2003, respectively.
5. Inventories as of March 31, 2004 and December 31, 2003 were
as follows (in thousands):
3/31/04 12/31/03
Pineapple products
Finished goods $ 4,025 $ 6,199
Work in progress 858 755
Raw materials 996 299
Real estate held for sale 1,050 --
Merchandise, materials and supplies 4,988 6,010
Total Inventories $11,917 $13,263
6. Business Segment Information (in thousands):
Three Months Ended March 31
2004 2003
Revenues
Pineapple $ 21,772 $ 18,329
Resort 14,387 12,630
Development 4,391 2,687
Commercial & Property 16 764
Other -- 1
Total Revenues 40,566 34,411
Operating Profit (Loss)
Pineapple (1,419) (1,999)
Resort 1,172 1,152
Development 3,458 636
Commercial & Property 8 (220)
Other (primarily unallocated
corporate expense) (644) (424)
Total Operating Profit (Loss) 2,575 (855)
Interest Expense (377) (600)
Income Tax (Expense) Benefit (740) 481
Income (Loss) - Continuing Operations 1,458 (974)
Income - Discontinued Operations 60 348
Net Income (Loss) $ 1,518 $ (626)
In 2004, the Company reorganized its reportable business
segments and prior year amounts were restated for
comparability. The new Development segment is primarily
comprised of all of the Company's real estate entitlement,
development, construction and sales activity. These
activities were previously reported as part of the Resort or
the Commercial & Property segment.
The Resort segment now includes the operation of recreation
and retail facilities, utility companies, and property management
activities at the Kapalua Resort.
Revenues and operating profit (loss) reported in the table
above for Commercial & Property represent the Company's equity
in the income (loss) from Kaahumanu Center Associates (KCA)
and other revenues and expenses related to the Company's
investment in KCA. In September 2003, Queen Ka`ahumanu Center
was sold and in accordance with the partnership agreement, KCA
was dissolved. The Company as managing partner is winding up
the affairs of KCA. In 2003, the Napili Plaza, the other
primary asset of the Commercial & Property, was sold and was
classified as a part of discontinued operations. The
remaining activities of the Commercial & Property segment,
which consisted of land entitlement and management activities,
and non-resort land sales and development are now being
accounted for and reported in the Development segment.
7. Discontinued Operations
In August 2003, the Company sold its Napili Plaza shopping
center in West Maui. In December 2003, the Company entered
into an agreement to sell substantially all of the assets of
its 51% owned Costa Rican pineapple subsidiary, and title to
all but two parcels of land in Costa Rica was 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 Company's pre-tax share of the gain was
approximately $700,000, which was offset by operating losses of
$560,000. The results of these operations prior to the sales
and the gains and other revenues and expenses realized after
the sale are being reported as discontinued operations, with
prior period amounts restated for comparability.
Three Months Ended March 31
2004 2003
(Dollars in Thousands)
Revenues
Napili Plaza $ -- $ 293
Pineapple subsidiary 1,837 2,576
Total 1,837 2,869
Operating Profit
Napili Plaza -- 17
Pineapple subsidiary 135 535
Total $ 135 $ 552
8. Average Common Shares Outstanding
Three Months Ended March 31
2004 2003
Basic 7,195,800 7,195,800
Diluted 7,395,928 7,195,800
Diluted earnings per share is computed on the assumption
that potentially dilutive common shares from stock-based
compensation arrangements had been issued.
9. At March 31, 2004 and 2003, the Company did not hold
derivative instruments and did not enter into hedging
transactions.
10. Components of Net Periodic Benefit Cost
Pension Benefits Other Benefits
2004 2003 2004 2003
(Dollars in Thousands)
Service cost $ 501 $ 457 $ 98 $ 100
Interest cost 726 688 225 236
Expected return on plan
assets (745) (714) -- --
Amortization of prior
service cost 11 11 (33) (32)
Amortization of transition
liability 6 6 -- --
Special termination benefits 106 -- 55 --
Recognized actuarial
(gain) loss 98 156 (75) (93)
Net periodic benefit cost $ 703 $ 604 $ 270 $ 211
The Company expects to contribute $1,400,000 to its
defined benefit pension plans in September 2004. Special
termination benefits as a result of management changes
increased the 2004 net periodic cost for pension benefits and
other benefits by $106,000 and $55,000, respectively. In
December 2003, the Medicare Prescription Drug, Improvement and
Modernization Act of 2003 was signed into law. The net
periodic cost for postretirement health plans does not reflect
any amount associated with a subsidy pursuant to this act
because there is insufficient information to determine whether
the Company's plans are actuarially equivalent to Medicare Part
D under the Act.
11. Contingencies
Pursuant to a 1999 settlement agreement resulting from a
lawsuit filed by the County of Maui, the Company and several
chemical manufacturers have agreed that until December 1, 2039,
they will pay for 90% of the capital cost to install filtration
systems in any future water wells if the presence of a
nematocide commonly known as DBCP exceeds specified levels, and
for the ongoing maintenance and operating cost for filtration
systems on existing and future wells. To secure its
obligations, the Company and the other defendants in the
lawsuit 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 thereto through March 31,
2004 did not have a material effect on the Company's 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 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. 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.
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, the private water
company, ML&P and a certain chemical manufacturing company
executed a memorandum of understanding that outlined terms of a
settlement and release of all claims. 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. The cost of
remediation will depend on the various alternatives as to the
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 co-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 $250,000 line of
credit used for working capital purposes. Both lines expire on
August 31, 2004.
The Company, as a partner in various partnerships, may
under particular circumstances be called upon to make
additional capital contributions.
At March 31, 2004, the Company had purchase commitments
under signed contracts totaling $1,037,000, which primarily
related to real estate projects on Maui.
12. Certain amounts for the prior year have been reclassified
to conform to the current year presentation.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
In the first quarter of 2004, some of the Company's
significant events and agreements were as follows:
- The adoption of a new vision and supporting values for the
Company and communication of same to all employees through a
comprehensive campaign of meetings and publications.
- A series of public meetings or design charrettes were held
to allow the public to participate in developing the concept of a
new community to be developed by the Company on its lands in West
Maui called "Pulelehua."
- An agreement was signed with Maui Preparatory Academy
whereby the Company will provide approximately 15 acres of land
in West Maui for a non-profit college preparatory high school and
grade school.
- The Company purchased approximately ten acres of land at
Napilihau adjacent to the Company's West Maui pineapple
plantation for $4.4 million. The property is expected to be the
location of the Company's future headquarters.
RESULTS OF OPERATIONS
CONSOLIDATED
Overview
Net income for the first quarter of 2004 was $1.5 million or
$.21 per share compared to a net loss of $626,000 ($.09 per
share) for the first quarter of 2003. The closing of the sale of
a 6.5-acre conservation-zoned parcel at Kapalua in March
contributed $2.5 million (after income tax effect) to net income
for the first quarter 2004.
Revenues increased by $6.2 million (18%) to $40.6 million
for the first quarter of 2004, compared to $34.4 million for the
first quarter of 2003. The Pineapple, Resort and Development
segments all contributed to the increase in revenues. Revenues
from Commercial & Property operations decreased by $748,000 for
the first quarter of 2004 compared to the same period in 2003
because of the sale of the Napili Plaza and the Queen Ka`ahumanu
Center in 2003 and the reorganization of the Company's business
segments in 2004 (see Notes 6 and 7 to Condensed Financial
Statements).
General and Administrative
Consolidated general and administrative expenses increased
by $1.1 million (17%) to $7.4 million for the first quarter of
2004 compared to the first quarter of 2003.
The major components of the increase were as follows ($ in
millions):
Increased employee severance expense $ 1.2
Decreased professional services (0.6)
Other (net) 0.5
Total $ 1.1
Increase in employee severance costs is primarily due to
management changes at the corporate level and the continued
reduction in force in the Pineapple segment. The decrease in
professional services largely reflects expense incurred in 2003
for legal fees and consultant costs related to lawsuits in the
Pineapple segment, partially offset by increased costs in 2004
for outside consultants primarily related to the Company's
restructuring efforts. The Pineapple segment lawsuits were
settled in 2003. Medical insurance premiums increased
significantly during the first quarter of 2004 and are included
in "other (net)" above.
General and administrative expense is incurred at the
corporate level and in the operating segments. In the first
quarter of 2004 and 2003, 80% and 71%, respectively, of corporate
general and administrative expense was allocated to the operating
segments.
Interest Expense
Interest expense decreased by $223,000 (37%) to $377,000 for
the first quarter of 2004 compared to $600,000 for the first
quarter of 2003. The decrease is due to lower average borrowings
in 2004; average interest rates were about the same for both
periods. Lower average borrowings in the first quarter of 2004
compared to the first quarter of 2003 were due to (1) the debt
level at the beginning of 2004 was lower by 46% compared to the
beginning of 2003; and (2) positive cash flows in the first
quarter of 2004 from operations (see Liquidity and Capital
Resources, below).
PINEAPPLE
Overview
The Pineapple operating segment includes growing, canning
and marketing of canned and fresh pineapple. The fruit grown by
the Company principally consists of three types of pineapple,
Champaka (largely used for canning), Hawaiian GoldTM (usually
sold as fresh, whole fruit) and organic pineapple, a new and
expanding product sold as fresh whole fruit.
The Pineapple segment produced an operating loss from
continuing operations of $1.4 million in the first quarter of
2004 compared to an operating loss of $2.0 million in the first
quarter of 2003. Revenues from Pineapple operations increased by
$3.4 million (19%) to $21.8 million for the first quarter of 2004
compared to $18.3 million for the first quarter of 2003.
Canned and Fresh Operations
The volume of canned pineapple sales increased by
approximately 4% and the average sales price increased by
approximately 11% in the first quarter of 2004 compared to the
first quarter of 2003. These increases were largely attributed
to price increases made by the Company and an increase in sales
volume to the U.S. government.
The volume of fresh whole pineapple sales increased by 37%
in the first quarter of 2004 compared to the first quarter of
2003, while the average sales price was about the same for both
periods. The increased sales volume is attributed to improved
operating procedures, which contributed to a more shelf stable
and reliable supply of fresh whole pineapple and improved
marketing efforts.
Pineapple cost of sales increased by 20% in the first
quarter of 2004 compared to the first quarter of 2003 because of
increased costs incurred at the plantations, higher per unit
cannery costs, and higher sales volumes. In 2004, the Company is
increasing the number of acres planted in Hawaiian GoldTM and
organic pineapple. The Company is also increasing emphasis on
crop maintenance in order to improve the quality of its products.
These costs being incurred at the plantations in 2004 are
reflected currently as increased cost of sales even though
benefit will be received in future periods because, in accordance
with Hawaii industry practice, the Company's costs of growing
pineapple are charged to production in the year incurred rather
than deferred until the year of harvest. The Company's plan for
2004 includes packing a reduced number of cases of pineapple as
compared to 2003, which is the principal reason for higher per
unit cannery costs in 2004.
In the first quarter of 2004, the Company shipped 30% more
Hawaiian GoldTM and Champaka fresh pineapple to the U.S. mainland
by surface rather than by air. This was possible because of
extended shelf life of the fruit due to improved post-harvest
practices, and is a key reason for the 4% decrease in Pineapple
segment shipping and marketing cost in the first quarter of 2004
compared to the first quarter of 2003.
Rainfall at the Company's pineapple plantations was higher
by approximately 100% to 300% as compared to the average for the
last five years. This has resulted in a delay in the Company's
pineapple planting schedule and this setback may increase the
Pineapple segment's cost for 2004 as scheduling and tonnage are
adjusted.
RESORT
Overview
The Resort segment consists of ongoing operations at the
Kapalua Resort. These operations include three championship golf
courses, a tennis facility, a vacation rental program (The
Kapalua Villas), a 22,000 square foot shopping center, a real
estate sales office (Kapalua Realty), ten retail outlets and
Public Utilities Commission regulated water and sewage
transmission operations. The Resort segment also includes the
management of several leases, including the ground leases for the
land underlying the Kapalua Bay Hotel and the Kapalua, Ritz-
Carlton Hotel.
The Resort segment produced an operating profit of $1.2
million for the first quarters of both 2004 and 2003. Revenues
from the Resort segment increased by $1.8 million (14%) to $14.4
million for the first quarter of 2004 compared to $12.6 million
for the first quarter of 2003. Increased operating costs and
higher allocated general and administrative expenses offset
higher revenues in the first quarter of 2004. Rainfall at the
Resort during the first quarter of 2004 was up to 300% higher
than the average for the prior five years and negatively affected
the Resort segment's operating results.
Operating expense was higher in the first quarter of 2004
largely because of higher wages and higher operating supply
expenses. In the second quarter of 2003, a collective bargaining
settlement was reached and resulted in increased labor costs to
the Company; staffing levels for the Resort operations were
generally consistent in the first quarters of 2004 and 2003.
Expense for maintenance supplies increased in the first quarter
of 2004 because of increased emphasis on the repair and
maintenance of facilities. The cost of guest supplies was higher
in the first quarter of 2004 primarily because of increased
resort activity.
Golf, Villas, and Merchandise Operations
Revenues from golf operations increased by 8% in the first
quarter of 2004 compared to 2003, reflecting a 4% increase in the
number of paid rounds and a 4% increase in the average green fee.
Merchandise sales increased by 21% due to an increase in the
number of visitors to Kapalua and to additional retail floor
space with the opening of the Kapalua Collections store at the
end of the first quarter of 2003. Revenues from the Kapalua
Villas increased by 4%, reflecting a 3-percentage point increase
in occupancy coupled with a 2% increase in the average room
rates.
Hotel and condominium room occupancies at Kapalua Resort
increased by 14% in the first quarter of 2004 compared to the
first quarter of 2003. Occupancies for the same periods for the
island of Maui increased by 6% and for the State of Hawaii by 8%.
An increase in occupancies at the Resort, and to a lesser extent
for Maui in general, largely drives the increase in resort
activity as reflected by increased golf play, merchandise sales
and increased lease revenues from the hotel ground leases.
DEVELOPMENT
Overview
The Development segment primarily includes the Company's
real estate entitlement, development, construction and sales
activities. The Company has approximately 1,500 acres of land
that are at various stages in the land entitlement process. Land
must be appropriately entitled if development or construction is
the intended use. Securing proper land entitlement is a process
that requires obtaining county, state and federal approvals,
which can take several years to complete.
In May 2004, the Company received final subdivision approval
from the County of Maui for the next phase of Plantation Estates
at Kapalua, and is now in the process of registering the project
with the State of Hawaii Department of Commerce and Consumer
Affairs so that sales can begin. The Company expects that sales
and construction of the project will begin in 2004.
In March 2004, the sale of the custom home at Pineapple Hill
Estates that the Company constructed as part of a joint venture
was placed in escrow. The sale is expected to close in May 2004.
The Development segment reported an operating profit of $3.5
million for the first quarter of 2004 compared to an operating
profit of $636,000 for the first quarter of 2003. Revenues from
this segment were $4.4 million for the first quarter of 2004
compared to $2.7 million for the first quarter of 2003.
Real Estate Sales
In the first quarter of 2004, the sale of a 6.5-acre
conservation parcel at Kapalua closed escrow and the Development
segment recorded operating profit of $3.9 million from this
transaction.
The first quarter of 2003 includes the closing of the sale
of 21 lots in the Company's Kapua Village employee subdivision.
Kapua Village is a 45-lot employee subdivision developed by the
Company. Sales began in December 2002 and were completed in the
third quarter of 2003. The first quarter of 2003 also includes
the sale of one lot in the Pineapple Hill Estates subdivision at
Kapalua. Operating profit for the first quarter of 2003 includes
$969,000 and revenues include $2.6 million from these real estate
sales.
LIQUIDITY, CAPITAL RESOURCES AND OTHER
Debt Reduction
At March 31, 2004, the Company's total debt including
capital leases was $20.3 million, a reduction of $6.5 million
from December 31, 2003. In the first quarter of 2004, the
following were significant contributors to the reduction of debt:
- A reduction in the Pineapple segment's trade accounts
receivable by $12 million due to sales late in 2003, and because
of increased emphasis on timely billing and collection efforts.
- Cash distributions to the Company from the Costa Rican
subsidiary of $2.2 million as a result of the sale of
substantially all of the foreign subsidiary's assets in 2003 and
2004.
- Net cash proceeds to the Company of $4.0 million from the
sale of the 6.5-acre land parcel at Kapalua.
Future Cash Outflows
Capital expenditures in 2004 are expected to be $20.5
million, of which $4.8 million is for the replacement of existing
equipment and facilities. In addition, the Company expects to
incur approximately $1.9 million for land development planning
activities and $1.8 million for highway improvements related to
subdivision projects sold in prior years. Contributions to the
Company's defined benefit pension plans are expected to be $1.4
million in September 2004. The Company believes that the cash
flows from operations and its existing lines of credit will be
sufficient to fund these expenditures. At March 31, 2004, the
Company had unused short- and long-term credit lines of $21.4
million.
Construction and sale of the next phase of Plantation
Estates at Kapalua is expected to begin in 2004. To the extent
that expenditures for construction precedes the receipt of sales
proceeds, the Company estimates that its existing lines of credit
will be adequate to fund the construction.
Typically, during the second and third quarters of the year
the Company has increased seasonal cash requirements for its
Pineapple operations. On a full-year basis, the Company's
Pineapple, Resort and Development operations typically produce
net positive cash flows. The Company expects that seasonal cash
requirements in 2004 will be funded by existing credit lines.
This report contains forward-looking statements, within the
meaning of Private Securities Litigation Reform Act of 1995,
which are provided to assist in the understanding of certain
aspects of the Company's anticipated future financial
performance. The words "estimate," "project," "intend,"
"expect," "believe" and similar expressions are intended to
identify forward-looking statements. Among other things, the
forward-looking statements in this report address the Company's
belief regarding:
- the sale and construction of subdivision improvements for
the next phase of Plantation Estates at Kapalua;
- the cost to remediate certain soils; and
- the adequacy of credit facilities and operating cash flows.
Forward-looking statements contained in this report or
otherwise made by the Company are subject to significant risks
and uncertainties, many of which are outside of the Company's
control. Although the Company believes that the assumptions
underlying its forward-looking statements are reasonable, any
assumption could prove to be inaccurate and that could cause
actual results to differ materially from those in the forward-
looking statements. Potential risks and uncertainties include,
but are not limited to, those risks and uncertainties as
disclosed in the Company's Form 10-K filing with the Securities
and Exchange Commission. Unless expressly stated, the Company
does not undertake and specifically disclaims any obligation to
update any forward-looking statements to reflect events or
circumstances after the date of such statements.
Item 3. 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 attempts to manage this risk by monitoring interest rates
and future cash requirements, and evaluating opportunities to
refinance borrowings at various maturities and interest rates.
There were no material changes to the Company's market risk
exposure during the first three months of 2004.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The
effectiveness of the Company's disclosure controls and procedures
were evaluated as of
March 31, 2004. 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 were no changes in the
Company's internal control over financial reporting that occurred
during the Company's last fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. 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 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(10) Material Contracts
A. Employment Separation Agreement (Paul J. Meyer) dated
February 13, 2004.
(31) Rule 13a - 14(a) Certifications
(32) Section 1350 Certifications
(b) Reports on Form 8-K
(1) A report on Form 8-K dated February 12, 2004, and filed on
February 18, 2004, included Item 7, Financial Statements, Pro
Forma Financial Information and Exhibits and Item 12, Results of
Operations.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MAUI LAND & PINEAPPLE COMPANY, INC.
May 11, 2004 /S/ PAUL J. MEYER
Date Paul J. Meyer
Executive Vice President/Finance
(Principal Financial Officer)