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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 JUNE 30, 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
of incorporation or organization) Identification No.)
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 August 6, 2004
Common Stock, no par value 7,336,800 shares
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
TABLE OF CONTENTS
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets,
June 30, 2004 (Unaudited) and December 31, 2003 3
Condensed Consolidated Statements of Operations and Retained
Earnings, Three Months Ended June 30, 2004 and 2003 (Unaudited) 4
Condensed Consolidated Statements of Operations and Retained
Earnings, Six Months Ended June 30, 2004 and 2003 (Unaudited) 5
Condensed Consolidated Statements of Comprehensive Income
(Loss) Three Months Ended June 30, 2004 and 2003 (Unaudited) 6
Condensed Consolidated Statements of Comprehensive Income
(Loss) Six Months Ended June 30, 2004 and 2003 (Unaudited) 6
Condensed Consolidated Statements of Cash Flows,
Six Months Ended June 30, 2004 and 2003 (Unaudited) 7
Notes to Condensed Consolidated Financial Statements (Unaudited) 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 15
Item 3. Quantitative and Qualitative Disclosures About Market
Risk 25
Item 4. Controls and Procedures 25
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 25
Item 4. Submission of Matters to a Vote of Security-Holders 26
Item 6. Exhibits and Reports on Form 8-K 27
Signatures 28
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Unaudited
6/30/04 12/31/03
(Dollars in Thousands)
ASSETS
Current Assets
Cash and cash equivalents $ 3,495 $ 7,863
Accounts and notes receivable 9,897 24,141
Inventories 12,155 13,263
Other current assets 5,845 6,021
Total current assets 31,392 51,288
Property 257,087 249,038
Accumulated depreciation (159,068) (153,990)
Property - net 98,019 95,048
Other Assets 15,508 15,344
Total 144,919 161,680
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt and
capital lease obligations 4,107 3,850
Trade accounts payable 9,291 12,434
Other current liabilities 8,916 11,437
Total current liabilities 22,314 27,721
Long-Term Liabilities
Long-term debt and capital lease obligations 15,400 22,996
Accrued retirement benefits 30,836 30,168
Other long-term liabilities 4,294 3,921
Total long-term liabilities 50,530 57,085
Minority Interest in Subsidiary 631 5,330
Stockholders' Equity
Common stock, no par value - 8,000,000 shares
authorized, 7,197,800 and 7,195,800 issued
and outstanding as of June 30, 2004 and
December 31, 2003, respectively 12,521 12,455
Paid-in-capital 773 195
Retained earnings 60,499 61,354
Accumulated other comprehensive loss (2,349) (2,460)
Stockholders' equity 71,444 71,544
Total $144,919 $ 161,680
See accompanying Notes to Condensed Consolidated Financial
Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
Three Months Ended
6/30/04 6/30/03
(Dollars in Thousands
Except Share Amounts)
Revenues
Net sales $20,994 $23,083
Operating revenues 8,657 8,382
Other revenues 373 1,044
Total Revenues 30,024 32,509
Costs and Expenses
Cost of goods sold 13,981 16,400
Operating expenses 8,907 8,618
Shipping and marketing 3,562 4,332
General and administrative 6,824 8,715
Interest 275 622
Equity in losses of joint ventures -- 452
Total Costs and Expenses 33,549 39,139
Loss From Continuing Operations
Before Income Taxes (3,525) (6,630)
Income Tax Benefit 1,178 1,719
Loss From Continuing Operations (2,347) (4,911)
Income (Loss) From Discontinued
Operations (net of income tax expense
(benefit) of ($53) and $287) (26) 879
Net Loss (2,373) (4,032)
Retained Earnings, Beginning of Period 62,872 54,731
Retained Earnings, End of Period 60,499 50,699
Earnings Per Common Share - Basic and
Diluted
Continuing Operations (.33) (.68)
Discontinued Operations -- .12
Net Loss $ (.33) $ (.56)
See accompanying Notes to Condensed Consolidated Financial
Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
Six Months Ended
6/30/04 6/30/03
(Dollars in Thousands
Except Share Amounts)
Revenues
Net sales $51,251 $47,693
Operating revenues 18,899 18,060
Other revenues 435 1,160
Total Revenues 70,585 66,913
Costs and Expenses
Cost of goods sold 31,276 32,251
Operating expenses 17,705 16,895
Shipping and marketing 8,072 8,901
General and administrative 14,207 15,021
Interest 652 1,222
Equity in losses of joint ventures -- 708
Total Costs and Expenses 71,912 74,998
Loss From Continuing Operations
Before Income Taxes (1,327) (8,085)
Income Tax Benefit 438 2,200
Loss From Continuing Operations (889) (5,885)
Income From Discontinued Operations (net
of income tax expense of $20 and $459) 34 1,227
Net Loss (855) (4,658)
Retained Earnings, Beginning of Period 61,354 55,357
Retained Earnings, End of Period 60,499 50,699
Earnings Per Common Share - Basic and
Diluted
Continuing Operations (.12) (.82)
Discontinued Operations -- .17
Net Loss $ (.12) $ (.65)
See accompanying Notes to Condensed Consolidated Financial
Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
Three Months Ended
6/30/04 6/30/03
(Dollars in Thousands)
Net Loss $(2,373) $ (4,032)
Other Comprehensive Income (Loss) - Foreign
Currency Translation Adjustment -- (13)
Comprehensive Loss $(2,373) $ (4,045)
Six Months Ended
6/30/04 6/30/03
(Dollars in Thousands)
Net Loss $ (855) $ (4,658)
Other Comprehensive Income (Loss) - Foreign
Currency Translation Adjustment 111 (11)
Comprehensive Loss $ (744) $ (4,669)
See accompanying Notes to Condensed Consolidated Financial
Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
6/30/04 6/30/03
(Dollars in Thousands)
Net Cash Provided by Operating
Activities $13,499 $ 3,742
Investing Activities
Purchases of property (9,165) (3,959)
Proceeds from disposals of property 2,974 30
Non-refundable deposit (hotel purchase) (2,000) --
Other (1,357) (602)
Net Cash Used in Investing Activities (9,548) (4,531)
Financing Activities
Payments of long-term debt and capital
lease obligations (11,692) (11,974)
Proceeds from long-term debt 4,500 12,847
Distributions to minority interest (1,046) --
Payment of short-term debt -- (320)
Other (81) 601
Net Cash Provided by (Used in) Financing
Activities (8,319) 1,154
Net Increase (Decrease) in Cash (4,368) 365
Cash and Cash Equivalents
at Beginning of Period 7,863 658
Cash and Cash Equivalents
at End of Period $ 3,495 $ 1,023
Supplemental Disclosures of Cash Flow Information - Interest (net
of amounts capitalized) of $717,000 and $1,321,000 was paid
during the six months ended June 30, 2004 and 2003, respectively.
Income taxes of $1,781,000 and $(288,000) were paid (received) during
the six months ended June 30, 2004 and 2003, respectively.
See accompanying Notes to Condensed Consolidated Financial
Statements.
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. In the opinion of management, the accompanying condensed
consolidated 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 June 30, 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 $1,033,000 and $994,000 at June 30, 2004
and December 31, 2003, respectively.
5. Inventories as of June 30, 2004 and December 31, 2003 were
as follows (in thousands):
6/30/04 12/31/03
(Dollars in Thousands)
Pineapple products
Finished goods $ 616 $ 6,199
Work in progress 1,176 755
Raw materials 2,034 299
Real estate held for sale 1,128 --
Merchandise, materials and supplies 7,201 6,010
Total Inventories $12,155 $13,263
At December 31, 2003, the units in pineapple finished goods
inventory are stated at the LIFO base year cost. The
decrease in this inventory balance at June 30, 2004 is
primarily due to a liquidation of LIFO inventories. The
inventory balance is being reduced at the estimated cost of
sales per case for the full year, which is higher than the
LIFO cost per case.
The Company accounts for the costs of growing pineapple in
accordance with the "annual accrual method," which has been
used by Hawaii's pineapple and sugarcane growers since the
1950s. Under this method, revenues and costs are determined
on the accrual basis, and pineapple production costs incurred
during a year are charged to the costs of crops harvested
during that year. Accordingly, no costs are assigned to the
growing (unharvested) crops. The annual accrual method is
the most appropriate method of accounting for the costs of
growing pineapple because of the pineapple's crop cycle (18
to 48 months) and the uncertainties about fruit quality and
the number of crops to be harvested from each planting (one
to three crops).
6. Hotel Purchase Agreement
In April 2004, the Company signed an agreement to purchase
the Kapalua Bay Hotel, a property that is located on land
leased from the Company at the Kapalua Resort. In the second
quarter of 2004, the Company made a non-refundable deposit of
$2 million, which will be applied against the purchase price.
The Company is presently pursuing a number of financing
alternatives in connection with the hotel purchase and
expects closing of the transaction to occur in the third
quarter of 2004.
7. Business Segment Information (in thousands):
Three Months Ended Six Months Ended
June 30 June 30
2004 2003 2004 2003
(Dollars in Thousands)
Revenues
Pineapple $16,944 $20,169 $38,716 $38,491
Resort 12,026 10,529 26,413 23,159
Development 1,036 1,015 5,422 3,702
Commercial & Property 15 816 31 1,580
Other 3 (20) 3 (19)
Total Revenues 30,024 32,509 70,585 66,913
Operating Profit (Loss)
Pineapple (2,522) (3,942) (3,941) (5,941)
Resort (186) (777) 986 375
Development (33) (257) 3,425 379
Commercial & Property (10) (237) (2) (457)
Other (primarily unallocated
corporate expenses) (499) (795) (1,143) (1,219)
Total Operating Loss (3,250) (6,008) (675) (6,863)
Interest Expense (275) (622) (652) (1,222)
Income Tax Benefit 1,178 1,719 438 2,200
Loss - Continuing
Operations (2,347) (4,911) (889) (5,885)
Income (Loss) - Discontinued
Operations (26) 879 34 1,227
Net Loss $(2,373) $(4,032) $ (855) $(4,658)
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 segments. The
Resort segment now includes the operation of recreation and
retail facilities, utility companies, and property management
activities at the Kapalua Resort.
Beginning in 2004, the operations of the Commercial &
Property segment will be nominal. 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 segment, 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.
8. 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 in 2003, 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 $650,000. 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 Six Months Ended
June 30 June 30
2004 2003 2004 2003
(Dollars in Thousands)
Revenues
Napili Plaza $ -- $ 274 $ -- $ 567
Pineapple subsidiary (97) 3,707 1,740 6,283
Total (97) 3,981 1,740 6,850
Income (Loss) Before Taxes
Napili Plaza 2 -- 2 17
Pineapple subsidiary (81) 1,166 52 1,669
Total (79) 1,166 54 1,686
9. Average Common Shares Outstanding Used to Compute Earnings
Per Share
Three Months Ended Six Months Ended
June 30 June 30
2004 2003 2004 2003
Basic 7,195,822 7,195,800 7,195,811 7,195,800
Diluted 7,195,822 7,195,800 7,195,811 7,195,800
Potentially dilutive common shares from stock-based
compensation arrangements are not included in the number of
diluted common shares because to do so would have an antidilutive
effect on the earning per share amounts for the three months and
six months ended June 30, 2004. The potentially dilutive common
shares were 219,483 and 210,464, for the three months and six
months ended June 30, 2004, respectively.
9. At June 30, 2004 and 2003, the Company did not hold
derivative instruments and did not enter into hedging
transactions.
10. Components of Net Periodic Benefit Cost
Three Months Ended Six Months Ended
June 30 June 30
2004 2003 2004 2003
(Dollars in Thousands)
Pension Benefits
Service cost $ 501 $ 457 $ 1,002 $ 914
Interest cost 726 688 1,452 1,376
Expected return on plan assets (745) (714) (1,490) (1,428)
Amortization of prior service
cost 11 11 22 22
Amortization of transition
liability 6 9 12 18
Special termination benefits -- 315 106 315
Recognized actuarial loss 98 156 196 312
Net expense $ 597 $ 922 $ 1,300 $ 1,529
Other Benefits
Service cost $ 98 $ 100 $ 196 $ 200
Interest cost 225 236 450 472
Amortization of prior service
cost (33) (32) (66) (64)
Special termination benefits -- 15 55 15
Recognized actuarial (gain) (75) (93) (150) (186)
Net expense $ 215 $ 226 $ 485 $ 437
The Company expects to contribute $1,400,000 to its defined
benefit pension plans in September 2004. Special termination
benefits for pension benefits and other benefits relate to
management changes in 2004 and 2003. 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
presently 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 through
June 30, 2004 did not have a material effect on the Company's
financial statements. The Company is presently not aware of any
plans by the County of Maui to drill any water wells in areas
affected by agricultural chemicals. 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. Therefore, while it is likely that the County of
Maui will at sometime in the future drill additional wells, the
possible cost to the Company depends on many factors, including,
the location of the well, the availability of suitable
alternative sites and ultimately, whether or not the contaminant
DBCP is found in the water. Accordingly, a reserve for costs
relating to any future wells was not recorded because the Company
was not able to reasonably estimate the amount of liability (if
any).
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 was subject to
documentation in a formal, binding settlement agreement and to
court approval. In June 2004, the parties executed a final
settlement agreement, which has been submitted to the court for
approval. If the court approves the agreement, the terms of the
settlement will not have a material financial impact on 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. Based on the possible
land use alternatives and the remediation alternatives proposed
by the environmental consultants, estimates of the future
remediation cost to the Company range from -0- to $3.5 million.
If the property were ultimately developed for sale, any
remediation cost would be capitalized as part of the project
cost. At June 30, 2004, it was not probable that a liability for
remediation cost had been incurred.
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. In the second quarter of 2004, PTI began to wind down
its operations and the joint venture is expected to be dissolved
by the end of 2004. 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.
At June 30, 2004, the Company had purchase commitments under
signed contracts totaling $11,499,000, which primarily related to
real estate projects on Maui.
12. Reclassifications
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 second quarter of 2004, significant events and
agreements included:
- A purchase and sale agreement for the purchase of the
Kapalua Bay Hotel was executed. Closing of the sale is expected
in the third quarter of 2004.
- An engineering design firm was engaged to develop a
conceptual design of a new multi-client processing facility that
is expected to replace the present pineapple cannery and provide
a food-processing facility for other local farmers.
- An internship program with the Earth University, University
of Hawaii and the Company began. Visiting scholars are now
working on agricultural research relating to soil nutrification,
bio fuels and nutrient recapture.
- Three industrial lots on Oahu were purchased and exchanged
for a 223-acre land parcel that was owned by the State of Hawaii
and is located adjacent to the Company's proposed Kapalua Mauka
project.
- $500,000 was invested in the Hawaii Superferry venture in
the form of Series A convertible preferred stock. The ferry,
which is scheduled to be in operation in 2006, may play a key
role in the development of the Company's agricultural businesses
by providing an alternative mode of transportation within the
islands of Hawaii.
- In June 2004, construction of the infrastructure
improvements for the next phase of Plantation Estates at Kapalua
began. In July 2004, the Company received final map and
registration approvals from the State of Hawaii and on July 14,
2004, sales of the project commenced.
RESULTS OF OPERATIONS
CONSOLIDATED
Overview
The Company reported a net loss of $2,373,000 ($.33 per
share) for the second quarter of 2004 compared to a net loss of
$4,032,000 ($.56 per share) for the second quarter of 2003. For
the first half of 2004, the Company incurred a net loss of
$855,000 ($.12 per share) compared to a net loss of $4,658,000
($.65 per share) for the first half of 2003. The reduction in
net loss for the second quarter and first half of 2004 reflected
improved operating results from all of the Company's business
segments, as well as reduced general and administrative expenses,
shipping and marketing expense and interest expense. During the
first half of 2004, the Company sold a 6.5-acre conservation-
zoned parcel at Kapalua, which contributed $2.5 million to net
income for the first half of 2004.
Revenues for the second quarter of 2004 decreased by $2.5
million (8%) to $30.0 million compared to $32.5 million for the
second quarter of 2003. Reduced revenues from the Pineapple and
Commercial & Property segments were partially offset by increased
revenues from the Resort segment.
Revenues for the first half of 2004 increased by $3.7
million (6%) to $70.6 million, compared to $66.9 million for the
same period in 2003. Increased revenues from the Pineapple,
Resort and Development segments more than offset decreased
revenues from the Commercial & Property segment.
In 2004, there were no active operations in the Commercial &
Property segment. Revenues from Commercial & Property operations
decreased by $801,000 for the second quarter of 2004 and
$1,549,000 for the first half of 2004 compared to the same
periods 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 7 and 8 to
Condensed Financial Statements).
General and Administrative
Consolidated general and administrative expenses decreased
by $1.9 million (22%) to $6.8 million compared to $8.7 million
for the second quarter of 2003. For the first six months of 2004
general and administrative expenses decreased by $814,000 (5%) to
$14.2 million, compared to $15.0 million for the first six months
of 2003.
The major components of the change for the second quarter and
first half of 2004 compared to the same periods in 2003 were as
follows ($ in millions):
Second Quarter
2004 2003 inc (dec)
Decreased employee severance
expense $ 0.4 $ 1.7 $ (1.3)
Decreased professional
services 0.8 1.4 (0.6)
Increased medical insurance 1.2 0.9 0.3
Other (net) 4.4 4.7 (0.3)
Total $ 6.8 $ 8.7 $ (1.9)
First Half
2004 2003 inc (dec)
Decreased employee severance
expense $ 1.5 $ 1.7 $ (0.2)
Decreased professional
services 1.5 2.7 (1.2)
Increased medical insurance 2.3 1.9 0.4
Other (net) 8.9 8.7 0.2
Total $ 14.2 $ 15.0 $ (0.8)
Employee severance expense for the first half of 2004 was
approximately the same as the first half of 2003. The reduction
in severance expense for the second quarter of 2004 primarily
relates to management changes at the corporate level in the
second quarter of 2003. The decrease in professional services
largely reflects expenses 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 and new business initiatives. The Pineapple segment
lawsuits were settled in 2003.
General and administrative expense is incurred at the
corporate level and in the operating segments. In the second
quarter and first half 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 $347,000 to $275,000 for the
second quarter of 2004 compared to $622,000 for the second
quarter of 2003. For the first six months of 2004, interest
expense decreased by $570,000 to $652,000, compared to $1,222,000
for the first six months of 2003. The decrease is due to lower
average borrowings in 2004; average interest rates for both the
second quarter and the first half of 2004 were higher than the
same periods in 2003. Lower average borrowings in 2004 compared
to 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 half of 2004 from operations
(see Liquidity and Capital Resources, below).
PINEAPPLE
Overview
The Pineapple operating segment includes growing, packing
and processing, 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
product sold as fresh whole fruit. In recent years, the Company
has begun to shift its pineapple operations away from the
production of canned products to a higher level of fresh fruit
production. The fresh fruit market is a year around business,
and, the Company has begun to change its agronomic practices in
an effort to have available a more consistent supply of fruit
throughout the year. In 2004, the Company expects to continue
the transition of its pineapple operations with an emphasis on
the fresh fruit market.
The Pineapple segment produced an operating loss from
continuing operations of $2.5 million in the second quarter of
2004 compared to an operating loss of $3.9 million in the second
quarter of 2003. Revenues from Pineapple operations decreased by
$3.2 million (16%) to $16.9 million for the second quarter of
2004 compared to $20.1 million for the second quarter of 2003.
For the first six months of 2004, the Pineapple segment
incurred an operating loss of $3.9 million compared to an
operating loss of $5.9 million for the first six months of 2003.
Pineapple segment revenues for the first six months of 2004
increased by $225,000 to $38.7 million compared to $38.5 million
for the first six months of 2003. Pineapple revenues for the
second quarter and first six months of 2003 includes $850,000 of
non-recurring revenues related to the settlement of a lawsuit.
Canned and Fresh Operations
During the second quarter of 2004, the Company made the
decision to delay the harvest of certain pineapple fields for up
to three months in an effort to maximize crop yields (tons of
fruit harvested per acre). This decision reduced the
availability of fruit for both canning and fresh whole pineapple
sales and contributed to the sales volume decrease for the second
quarter of 2004.
The volume of canned pineapple sales decreased by
approximately 23% for the second quarter of 2004 and 10% for the
first six months of 2004 as compared to the same periods in 2003.
The average sales price of canned pineapple increased by
approximately 12% for both the second quarter and the first half
of 2004 compared to the same periods in 2003. In June 2003,
March 2004 and June 2004 the Company implemented price increases
covering most of its canned pineapple lines.
The decline in volume of canned pineapple sales caused by
the delay of harvested tonnage to the third quarter of 2004 in an
effort to maximize crop yields and by the Company's transition to
produce more fresh fruit, was partially offset by the increase in
sales volume to the U.S. government. Sales to the U.S.
government represented approximately 21% of net canned pineapple
sales in the second quarter of 2004 and 29% in the first six
months of 2004, compared to 6% of net canned pineapple sales for
the same periods in 2003.
The sale of fresh whole pineapple represented approximately
27% of net pineapple sales for the second quarter of 2004
compared to 25% for the second quarter of 2003. For the first
half of 2004, the sale of fresh whole pineapple represented
approximately 24% of net pineapple sales compared to 22% for the
first half of 2003.
The volume of fresh whole pineapple sales decreased by 10%
in the second quarter of 2004 compared to the second quarter of
2003; the average sale price for fresh whole pineapple was
approximately 3% higher in the second quarter of 2004. For the
first six months of 2004, the volume of fresh pineapple sales
increased by 9% and the average sales price increased by
approximately 1% compared to the first six months of 2003. The
decline in sales volume for the second quarter of 2004 was
primarily the result of the delay in harvested tonnage. For the
first half of 2004, the increased sales volume reflects improved
sales and marketing efforts and revised operating procedures,
which contributed to a more reliable supply of fresh whole
pineapple with a greater shelf life quality.
Pineapple cost of sales decreased by 16% in the second
quarter of 2004 compared to the second quarter of 2003
principally because of lower sales volume of canned pineapple
products. For the first half of 2004, Pineapple segment cost of
sales increased by approximately 1% because the higher volume of
fresh pineapple sales and higher average cost of sales per case
more than offset lower sales volume of canned pineapple.
The average per unit cost of sales is higher in 2004 because
of increased costs incurred at the plantations and higher per
unit cannery costs. 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 and
seed development in an effort to improve the quality and yield of
its products in the future. 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.
Rainfall at the Company's pineapple plantations,
particularly in the first 5 months of 2004, increased by as much
as 300% as compared to the average for the last five years. This
has resulted in a delay in the Company's pineapple planting
schedule. The Company estimates that it will still be able to
compensate for the delay in planting before the end of 2004;
however, this setback is expected to increase the Pineapple
segment's cost for 2004 by approximately $250,000, as scheduling
and tonnage are adjusted.
Pineapple shipping and marketing costs decreased by
approximately $1 million for both the second quarter and the
first six months of 2004 compared to the same periods in 2003.
Aside from the lower sales volumes discussed above, the reduction
in shipping costs was due to greater use of surface shipment to
the West Coast for the Company's fresh pineapple. In the second
quarter and first six months of 2004, the Company shipped over
50% of its Hawaiian GoldTM and Champaka fresh pineapple to the
U.S. mainland by surface rather than by air. For the same
periods in 2003, the Company shipped about 30% of its fresh whole
pineapple by surface. The increased use of surface shipment,
which is substantially less costly, was possible in 2004
partially because of the extended shelf life of the fruit
resulting from improved post-harvest practices. The increased
use of surface shipment reduced the average per unit fresh fruit
shipping cost in the second quarter and first half of 2004 by 23%
and 16%, respectively.
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 loss of $186,000
for the second quarter of 2004, compared to an operating loss of
$777,000 for the second quarter of 2003. Revenues from the
resort segment increased by $1.5 million (14%) to $12.0 million
compared to $10.5 million for the second quarter of 2003.
For the first half of 2004, the Resort segment produced an
operating profit of $986,000 compared to an operating profit of
$375,000 for the first half of 2003. Revenues for the first half
of 2004 increased by $3.2 million (14%) to $26.4 million compared
to $23.2 million for the first half of 2003.
The improved results for the second quarter and the first
half of 2004 in large part reflect increased hotel and villa room
occupancies at Kapalua. An increase in occupancies at the
Resort, and to a somewhat 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. Hotel and condominium
room occupancies at Kapalua Resort increased by 12 and 10
percentage points, respectively in the second quarter and first
six months of 2004, compared to the same periods in 2003. For
the first six months of 2004 occupancies for the island of Maui
increased by 5 percentage points and for the State of Hawaii by
10 percentage points, compared to the same period in 2003.
Increased costs and expenses in the Resort segment for the
second quarter and first half of 2004 were largely commensurate
with the increased level of activity at the resort. In the
second quarter of 2003, a collective bargaining settlement was
reached with the Company's golf maintenance employees and
resulted in increased labor cost. In March 2004, a collective
bargaining labor agreement for the Company's golf services
personnel was ratified, resulting in additional operating costs.
Rainfall at the Resort through the first five months of 2004
was up to 300% higher than the average for the prior five years
and negatively affected some of the Resort segment's operating
results.
Golf, Merchandise, Villas and Realty Operations
Revenues from golf operations increased by 7% for both the
second quarter and the first six months of 2004 compared to the
same periods in 2003. The number of paid rounds of golf
increased by approximately 5% for both the second quarter and the
first half of 2004 compared to the second quarter and first half
of 2003. Increased golf operations revenues also reflects higher
average green fees of approximately 2% for the second quarter and
3% for the first half of 2004 compared to the same periods in
2003.
Merchandise sales increased by 21% for both the second
quarter and the first half of 2004 compared to the same periods
in 2003 due primarily to the increased 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 23% and 12%,
respectively, for the second quarter and first half of 2004
compared to the same periods in 2003, reflecting both increased
occupancies and increased room rates. Occupied rooms at the
Kapalua Villas increased by approximately 21% and 9%,
respectively, for the second quarter and first six months of 2004
compared to the same periods in 2003. Average room rates at the
Kapalua Villas were marginally higher in the second quarter and
first six months of 2004 compared to the second quarter and first
six months of 2003.
Kapalua Realty's commission income from the resale of
residential units in the Resort more than doubled in the second
quarter and first half of 2004 compared to the same periods in
2003. These increases reflect an increase in the number of
residential units being resold and an increase in the average
price of the transactions.
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 and entails a variety of
risks.
In May 2004, the Company received State Land Use Commission
approval to change the zoning for Kapalua Mauka from agricultural
to urban and rural. The Company anticipates receiving County of
Maui zoning and community plan approval in early 2005.
In June 2004, the Company submitted an application to the
County of Maui for preliminary subdivision approval for the final
phase of Plantation Estates at Kapalua. This phase will consist
of 22 agricultural lots ranging from three to 36 acres, which as
with the phase currently in construction, the Company expects
that it will offer a managed agricultural program to its buyers.
In July 2004, the Company received final map and
registration approvals from the State of Hawaii for the next
phase of Plantation Estates at Kapalua and sales of the project
commenced on July 14, 2004. This subdivision consists of 25
agricultural lots ranging from three to 15 acres, with sales
prices ranging from $895,000 to $3.2 million. These sales are
expected to begin closing in August of 2004; the sales proceeds
received will be recorded as deferred revenues pending completion
of the subdivision offsite improvements. Revenues will be
recognized on the percentage-of-completion method as the offsite
improvements are completed. Construction of the subdivision
improvements began in June 2004.
The Development segment reported an operating loss of
$33,000 for the second quarter of 2004 compared to an operating
loss of $257,000 for the second quarter of 2003. Revenues from
this segment were $1.0 million in second quarters of both 2004
and 2003.
For the first half of 2004, the Development segment reported
an operating profit of $3.4 million compared to an operating
profit of $379,000 for the first half of 2003. Revenues from
this segment increased by $1.7 million in the first half of 2004
to $5.4 million compared to $3.7 million in the first half of
2003.
Real Estate Sales
Operating profit for the second quarter and first half of
2004 includes $506,000 and $4.5 million, respectively, from the
sale of real estate. In May 2004, the sale of a custom home at
Pineapple Hill Estates that the Company constructed as part of a
joint venture closed escrow resulting in revenues of $810,000 to
the Company. In March 2004, the sale of a 6.5-acre conservation
parcel at Kapalua closed escrow resulting in revenues of $4.3
million.
The second quarter and first half of 2003 includes the sale
of 10 and 31 lots, respectively, 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
half of 2003 also includes revenues of $655,000 from the sale of
one lot in the Pineapple Hill Estates subdivision at Kapalua.
The operating loss for the second quarter of 2003 includes
$310,000 operating profit from these real estate sales; operating
profit for the first half of 2003 includes $1.3 million operating
profit from these real estate sales.
LIQUIDITY, CAPITAL RESOURCES AND OTHER
Debt Reduction
At June 30, 2004, the Company's total debt, including
capital leases, was $19.5 million, a reduction of $7.3 million
from December 31, 2003. In the first half of 2004, the following
contributed to the reduction of debt:
- A reduction in the Pineapple segment's trade accounts
receivable by $14 million due to higher than average sales late
in 2003, and from an increased emphasis on timely billing and
collection efforts.
- Cash distributions to the Company from the Costa Rican
subsidiary of $2.5 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 $5.0 million from the
sale of new real estate product at Kapalua, including the 6.5-
acre conservation-zoned land parcel.
Operating Cash Flows
Operating activities for the first six months of 2004
provided $13.5 million of net cash flows. For the first six
months of 2003, operating activities provided $3.7 million of net
cash flows. By business segment, these cash flows were
approximately as follows ($ in millions):
Six Months Ended June 30,
2004 2003
Pineapple $ 11.5 $ 3.6
Resort 3.6 3.2
Development 4.4 1.7
Corporate, Interest,
Taxes & Other (6.0) (4.8)
Total $ 13.5 $ 3.7
The variation in cash flows from Pineapple operating
activities between the first six months of 2004 and the
comparable period in 2003 is primarily the result of:
- A newly implemented accounting system as of January 2003,
resulted in a backlog of invoicing and collections of pineapple
sales. Although the backlog was at reduced at June 30, 2003,
some delays continued.
- For the first six months of 2004, the reduction in Pineapple
trade accounts receivable contributed $14 million to cash flows
from operating activities compared to $3 million for the first
six months of 2003.
- Higher than normal rainfall in 2004 has resulted in a delay
in planting and mulching and, therefore, less cash has been
expended in the first six months of 2004 for labor and materials
for planting and mulching operations.
Non-Recurring Investing Cash Outflows
Cash used in investing activities for the first six months
of 2004 includes the following non-recurring transactions:
- $3.9 million for the purchase of ten acres in West Maui
expected to be used for the Company's future headquarters was
paid in January 2004;
- $1.9 million was expended in June 2004 for the purchase of
three industrial lots on Oahu, which were exchanged with the
State of Hawaii for 223 acres at Kapalua located adjacent to the
Company's Kapalua Mauka project;
- $2,000,000 non-refundable deposit by the Company for the
purchase of the Kapalua Bay Hotel was paid in May and June of
2004;
- $500,000 was invested in Series A preferred convertible
stock of the Hawaii Superferry venture in May 2004; and
- Cash distributions totaling $5.4 million were paid to the
minority shareholders of the Company's Costa Rican subsidiary.
Future Cash Outflows
In the second quarter of 2004, the Company signed an
agreement to purchase the Kapalua Bay Hotel. The Company is
presently pursuing a number of financing alternatives in in an
effort to fund the purchase of the hotel anticipated to occur in
the third quarter of 2004, and future investment in the property.
Capital expenditures in 2004 are expected to be $20.0
million, of which $4.8 million is for the replacement of existing
equipment and facilities. In addition, the Company expects to
incur approximately $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 June 30, 2004, the
Company had unused short- and long-term credit lines of $21.4
million.
Construction of the next phase of Plantation Estates at
Kapalua began in June 2004 and sale of the lots began in July
2004. The closings of some of the sales are expected to precede
the construction of the improvements and the Company will be able
to use the sales proceeds to fund construction of the
improvements, which are expected to cost approximately $10
million. 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.
Cash outflow for the Pineapple segment's plantation and
cannery operations is expected to be 38% higher in the second
half of 2004 compared to the first half of the year, largely as a
result of planting, mulching and harvesting delays discussed in
the preceding sections. On a full-year basis, the Company's
Pineapple, Resort and Development operations typically produce
net positive cash flows. The Company expects that any short-term
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 in an effort 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
expectation as to obtaining suitable financing and the closing of
the purchase of the Kapalua Bay Hotel; the Company's expectation
as to a new multi-client processing facility to replace the
present pineapple cannery and provide a food-processing facility
for other local farmers; the operation of the Hawaii Superferry
in 2006; the Company's expectation regarding the transition of
its pineapple operations to put greater emphasis on fresh fruit;
the Company's estimate as to being able to compensate for
planting delays caused by increased rainfall in the first 5
months of 2004; receiving County of Maui zoning and community
plan approval of the Kapalua Mauka project in early 2005; and the
Company's expectations as to cash flows and the adequacy of
existing lines of credit. 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 Annual Report to Shareholders and 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 six 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 by evaluated by management as of June 30, 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 was no change 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 4. Submission of Matters to a Vote of Security-Holders
On May 3, 2004, the annual 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 March 10, 2004, the
record date of the annual meeting, was 7,295,800.
The results of the voting were as follows:
Election of Class Two Directors for a three-year term:
Shares Voted For Shares
Withheld
Thomas M. Gottlieb 4,879,126 1,629,303
David A. Heenan 4,879,291 1,629,138
Kent T. Lucien 4,878,835 1,629,594
Election of Class Three Director for a one-year term:
Shares Voted For Shares
Withheld
Duncan MacNaughton 4,878,835 1,629,594
Election of the firm Deloitte & Touche LLP as auditor of the
Company for the fiscal year 2004:
Shares votes for: 6,449,351
Shares voted against 55,992
Shares abstained: 3,086
There were no broker non-votes on any matter voted upon at the
meeting.
The terms of the following members of the Company's Board of
Directors continued after the annual meeting: David C. Cole,
Randolph G. Moore, Fred E. Trotter III, Richard H. Cameron, and
John H. Agee.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(4) Instruments Defining the Rights of Security Holders.
Seventh Amendment to Term Loan Agreement, entered into
on June 1, 2004, between American AgCredit, FLCA and
Maui Land & Pineapple Company, Inc.
(10) Material Contracts
(A) Kapalua Bay Hotel & Villas, Purchase and Sale
Agreement and Escrow Instructions, Between YCP
Kapalua L.P. and YCP Kapalua Operator, Inc.,
collectively, as Seller, and Maui Land & Pineapple
Company, Inc. as Purchaser, as of April 30, 2004.
(B) Summary of Terms of Consulting Agreement Between
Maui Land & Pineapple Company, Inc. and Director
Thomas M. Gottlieb, effective as of June 15, 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 April 27, 2004, and filed on
May 7, 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.
August 13, 2004 /S/ FRED W. RICKERT
Date Fred W. Rickert
Acting Chief Financial Officer
(Principal Financial Officer)