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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1995
Commission file number 0-4674
MAUI LAND & PINEAPPLE COMPANY, INC.
(Exact name of registrant as specified in its charter)
HAWAII 99-0107542
(State or other jurisdiction (IRS Employer Identification Number)
of incorporation or organization)
P.O. Box 187
120 Kane Street
KAHULUI, MAUI, HAWAII 96732-0187
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (808)877-3351
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without Par Value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value, as of February 1, 1996, of the voting stock
held by nonaffiliates of the registrant: $50,934,000.
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Class Outstanding at February 1, 1996
Common Stock,
without Par Value 1,797,125 Shares
Documents incorporated by reference:
Parts I, II and IV -- Portions of the 1995 Annual Report to Stockholders.
Part III -- Portions of the Proxy Statement, dated March 29, 1996.
Exhibit Index--pages 17-20.
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 land-
holding and operating parent company as well as its principal wholly-owned
subsidiaries, Maui Pineapple Company, Ltd., Kapalua Land Company, Ltd.,
Kapalua Investment Corp., Kapalua Waste Treatment Company, Ltd., Kapalua
Water Company, Ltd. and Honolua Plantation Land Company, Inc. Maui
Pineapple Company, Ltd. and Kapalua Land Company, Ltd. are the major
operating subsidiaries. The Company, as used herein, refers to the parent
and all of its subsidiaries.
(b) Financial Information About Industry Segments
The information set forth under Note 13 to Consolidated Financial
Statements on page 18 of the Maui Land & Pineapple Company, Inc. 1995
Annual Report to Stockholders is incorporated herein by reference.
(c) Narrative Description of Business
The Company's principal activities are Pineapple, Resort and
Commercial & Property.
(1) Pineapple
In 1995 Maui Pineapple Company, Ltd. recorded an operating loss
(before corporate expenses, interest expense and income taxes) of $3.5
million compared to an operating loss of $867,000 in 1994. During the year
we focused on meeting case sales volume, pricing objectives, recovery goals
and on lowering the unit cost per case. We did achieve higher pricing
levels than in 1994, but we were unable to meet our objectives in the other
three key measures of performance.
In 1995 the Island of Maui experienced a severe drought with
especially dry conditions on the Haliimaile plantation. Dry weather
reduced fruit size and caused sunburned, porous fruit. This in turn
lowered recovery in canned pineapple and juice products. The lower
recovery resulted in fewer cases packed than originally planned, which
raised per case production costs. We reduced some effects of the drought
by using drip irrigation systems; however, there was not enough water to
adequately irrigate the Haliimaile plantation.
The Company's overall case volume declined by 5% compared to 1994. In
total, canned fruit sales volume was unchanged compared with 1994. The
grocery and government segments showed modest gains. Institutional sales
moved down sharply due to several customers purchasing large inventories of
canned pineapple at the end of 1994.
Total juice sales volume declined by 11%. The grocery, government and
institutional juice segments declined 5%, 82% and 4% respectively. We
experienced the largest decline in the government segment due to the loss
of the USDA and Department of Defense bids; they were awarded to smaller
regional juice packers. Concentrate sales were down 26%, a planned volume
reduction. Although sales were down slightly for the year, we did retain
our customer base and were able to acquire a number of new customers late
in the year. Mainland Jet Fresh and local fresh fruit sales declined in
1995.
On May 30, 1995, the United States Department of Commerce announced
the results of the antidumping investigation and imposed duties of between
2% and 51% on imports by Thailand pineapple companies.
On June 30, 1995, the International Trade Commission ruled 6-0 in the
Company's favor on final injury determination. All four Thai respondents
have filed an appeal with the U.S. Trade Court in New York. They are
challenging the Department of Commerce's methodology in calculating the
duty. They make no challenge to the final determination on injury to the
domestic industry. The Company also has filed an appeal with the same
court to allow us to introduce new evidence to help the Department of
Commerce defend its decision. We do not expect a decision on the appeal
before December 1996. We believe the appeal by the Thai respondents adds a
degree of uncertainty to the marketplace, which will dampen price increases
until the matter is resolved.
Many Thailand producers shipped additional inventory into the U.S.
before the final antidumping determination. This oversupply of canned
pineapple continued to exert downward pressure on prices and volume during
the first half of the year. By year-end the situation had improved.
Drought-related crop conditions in the Far East and the favorable
antidumping decision reduced U.S. imports. As a result, most pineapple
producers announced moderate fruit price increases beginning in the third
quarter. These increases ranged from 8.5% for nationally branded products
to 20% for regionally distributed imports.
These conditions allowed Maui Pineapple Company to make its first
significant price increase in four years. The increase began to impact
revenues in the fourth quarter.
In 1994 we commenced a modest consumer-focused marketing effort to
promote awareness of Hawaiian pineapple. During 1995 we expanded on this
effort in selected geographical areas of the U.S., positioning our product
as the only 100% Hawaiian U.S.A. canned pineapple.
We are moving toward our diversification objectives. Soon we will
begin selling Costa Rican fresh pineapple to U.S. east coast customers
under the label of Royal Coast. This addition of fresh pineapple allows us
to provide a line extension to our existing east coast customer base. We
are continuing research and development on fresh chilled pineapple and
intend to enter this rapidly expanding market in 1996.
Maui Pineapple Company, Ltd. is the operating subsidiary for
pineapple. It owns and operates fully-integrated facilities for the
production of pineapple products.
Pineapple is cultivated on two company-operated plantations on Maui
which provided approximately 76% of the fruit processed in 1995. The
balance of fruit processed was purchased from independent growers. 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.
Harvested pineapple is processed at the Company's cannery in Kahului,
Maui, where a full line of canned pineapple products is produced, including
solid pineapple in various grades and styles, juice, and juice
concentrates. The cannery operates most of the year; however, over 50% of
production volume takes place during June, July and August. The metal
containers used in canning pineapple are produced in the Company-owned can
plant. Warehouses are maintained at the cannery site for inventory
purposes.
The Company sells pineapple products under buyers' labels principally
to large grocery chains, other food processors, wholesale grocers, and to
organizations offering a complete buyers' brand program to affiliated
chains and wholesalers serving both retail and food service outlets. A
substantial volume of its pineapple products is marketed through food
brokers. Maui Pineapple Company, Ltd. is the sole supplier of private
label, 100% Hawaiian canned pineapple products to United States
supermarkets. In 1995, approximately 20 domestic customers accounted for
about 51% of pineapple sales.
Export sales, chiefly to Japan, Canada and Western Europe, amounted to
approximately 7.1%, 6.2% and 5.2% of total pineapple sales in 1995, 1994
and 1993, respectively. Sales to the U.S. government amounted to
approximately 13.1%, 11.8% and 8.5% of total pineapple sales in 1995, 1994
and 1993, respectively. The Company's pineapple sales office is in
Concord, California.
As a service to its customers, the Company maintains inventories of
its products in public warehouses in the continental United States. The
balance of its products are shipped directly from Hawaii to its customers.
The Company sells its products in competition with both foreign and
U.S. companies. Its principal competitors are two U.S. companies which
produce sizable quantities of pineapple, a significant portion of which is
produced in the Philippines. Producers in other foreign countries
(particularly Thailand) are also a major source of competition. Foreign
production has the advantage of lower hourly labor costs. Other canned
fruits and fruit juices are also a source of competition. Generally, the
price of the Company's products is influenced by supply and demand of
pineapple and other fruits and juices.
To grow and harvest its crops, operate its cannery and sell and market
its product, the Company employed approximately 910 year-round employees
and hired approximately 590 seasonal workers in 1995.
(2) Resort
Kapalua Land Company, Ltd. had an operating profit (before corporate
expenses, interest expense and income taxes) of $7.3 million in 1995
compared with an operating loss of $2.2 million in 1994. Most of this
improvement was due to the reversal of previously allocated losses from
Kaptel Associates, The Ritz-Carlton Kapalua Hotel joint venture.
Development activities other than the Kaptel joint venture improved by
$900,000 over the previous year while profits from ongoing Resort
operations declined by $500,000.
Although The Ritz-Carlton Kapalua Hotel has consistently generated a
positive cash flow from operations, beginning in February 1995 Kaptel was
only able to make partial payment on its debt service and defaulted on its
loan. NI Hawaii Resort, Inc. (NI), the major general partner, commenced
negotiations with the lenders to acquire the loan and on October 31, 1995,
the partners concluded an agreement to dissolve the partnership.
As a result, we transferred our 25% ownership interest in the partnership
to NI and reversed all of the previously allocated losses. This represents
an increase in earnings of $5.0 million for 1995 compared to an allocated
loss of $4.1 million in 1994.
An amended management agreement was also negotiated with The Ritz-
Carlton Hotel Company as the hotel operator and a revised ground lease was
negotiated with us. Under the terms of the agreement, we retain ownership
of the land (subject to a $65 million first mortgage) with a reduced rent,
but with important controls related to the use of this property.
Additionally, $4.75 million of off-site construction loan debt is to be
repaid solely from ground rent and any balance remaining on the loan at
January 1, 1999 will be canceled. We will not recognize any ground rent
income until 1999.
Since April of last year, the owners of the Kapalua Bay Hotel actively
tried to sell the hotel, but were unsuccessful in their efforts. In
December 1995, the owners filed bankruptcy under Chapter 11 and are
presently still trying to conclude a sale. Under terms of our ground
lease, we have a right of first refusal regarding any potential sale. Our
primary interest is to make sure the hotel is properly positioned with
strong financial ownership and experienced quality management.
Other development activities at the Resort included the sale of one of
the remaining five lots in Plantation Estates Phase I. As a result,
Plantation Club Associates contributed $152,000 to operating profits. In
1994 the Resort's share of the loss from this joint venture was $766,000.
Real estate activity within the Resort slowed during 1995, but prices
remained stable.
Capital expenditures for the Resort water system and sewer capacity
decreased from $3.4 million in 1994 to $800,000 in 1995. Last year we
completed payment on water system improvements needed to comply with the
Environmental Protection Agency Safe Drinking Water Act. On December 12,
1995, the Public Utility Commission ruled favorably on our application for
a rate increase for our water and waste treatment companies. This increase
provides a fair return on our investment in water system infrastructure and
will have a positive impact on our operating results going forward. We
also continued our funding of the expansion of the Lahaina Sewage Treatment
Plant and expect to make our final payment in 1996. This investment
provides us with the required sewage capacity for future development.
Resort on-going operations posted a profit of $2.3 million in 1995
compared with a profit of $2.8 million in 1994. Resort revenues were $34.3
million in 1995 compared to $34.1 million in 1994. Cash flow from Resort
operations increased to $5.0 million from $4.4 million in 1994. Maui
destination resorts experienced a modest increase in occupancy in 1995.
Resort occupancy at Kapalua remained the same at 56%. This was well below
the average occupancy for Maui as competition in the over-built luxury
hotel market remains intense.
In our recreation departments, the number of paid golf rounds declined
by 2% from 1994 levels, but total golf and merchandise revenues were up
slightly. Tennis play was comparable with prior year levels and
profitability improved.
Our Kapalua villa program continues to grow with a 7% increase in the
number of units in the program, a 10% increase in the number of occupied
rooms and a 7% improvement in profitability. The addition of a sales
representative in February resulted in a noticeable impact on bookings late
in the year.
The Kapalua Resort development is a destination resort community in
West Maui. The resort borders the ocean and includes two hotels, 528
condominium units, three residential subdivisions, three championship golf
courses, two ten-court tennis facilities, a 22,000 square foot commercial
shopping center, restaurants, a water utility and a waste transmission
utility.
Kapalua Land Company, Ltd. is the development and operating subsidiary
for the Kapalua Resort. It operates the golf and tennis facilities, the
commercial shopping center, a short-term vacation rental program (The
Kapalua Villas) and certain retail outlets in the Kapalua Resort. It is
the provider of certain services to the resort including shuttle, security
and the maintenance of common areas. Kapalua Land Company, Ltd. also
receives rental income from the lease of certain properties to third
parties.
Kapalua Realty Company, Ltd. (a wholly-owned subsidiary of Kapalua
Land Company, Ltd.) is a general brokerage real estate company located
within the resort. Kapalua Water Company, Ltd. and Kapalua Waste Treatment
Company, Ltd. (wholly-owned subsidiaries of the Company) are public
utilities providing water and waste transmission services to the Kapalua
Resort.
Kapalua Land Company, Ltd. and Rolfing Partners formed a joint venture
in 1988 to finance and develop a third 18-hole golf course and Plantation
Estates Phase I and Phase II, two residential development projects at
Kapalua. Four lots in Plantation Estates Phase I and allocated planning
and offsite costs related to Plantation Estates Phase II remain in
inventory at December 31, 1995.
Kapalua Investment Corp. (KIC), a wholly-owned subsidiary of the
Company, was a general partner in Kaptel Associates, the partnership that
owned The Ritz-Carlton Kapalua Hotel. In October of 1995 KIC transferred
its 25% interest in Kaptel to the major general partner, NI Hawaii Resorts,
Inc.
The Kapalua Resort faces substantial competition from existing and
planned resort developments throughout Hawaii and the world. Kapalua is
adjacent to the Napili resort area and is approximately five miles from the
Kaanapali resort area.
The Company employed approximately 370 employees in its resort
operations at December 31, 1995.
(3) Commercial & Property
The Company's Commercial & Property business segment produced a
substantially lower operating profit in 1995 on about the same level of
revenues as compared to 1994. Revenues were $10.1 million compared to
$10.6 million in 1994. Operating profit (before corporate expenses,
interest expense and income taxes) was $3.6 million compared to $5.4
million in 1994. Land sales arising from four transactions contributed a
total of $3.4 million profit and cash flow in 1995. The largest of these,
the final payment from the State of Hawaii for the 50-acre parcel taken
under condemnation for the King Kekaulike High School, was received in June
and amounted to $1.8 million. Three other transactions involved the sale
of homes on Baldwin Avenue in Makawao which generated $1.6 million in
operating profit and cash flow.
Kaahumanu Center's results were lower than expected due to the
depressed level of retail sales on Maui caused by the relatively weak local
economy. Job layoffs in the sugar industry, a low level of construction
activity and continued weakness in the visitor industry all combined in
1995 to result in a poor business environment for retailers on the Island.
Kaahumanu Center, while achieving a dominant position as the largest retail
center, was negatively affected throughout the year by the weak economy.
While Kaahumanu Center's main market has been and will continue to be
Island residents, the Center has improved its attractions for Maui's
visitors. JTB, Japan's largest tour company, has signed a lease and
started construction of its "Oli Oli Station," a briefing and processing
facility for JTB's group tour business. Approximately 50,000 visitors are
expected to use this facility in its first year of operation. Kaahumanu
Center is also the terminus for the West Maui, South Maui and Airporter bus
systems, effectively Maui's only mass transportation system.
Commercial & Property includes Kaahumanu Center, Napili Plaza and
other non-resort property rentals and sales. Kaahumanu Center is a
regional shopping mall and office building located in Kahului on the Island
of Maui. On December 31, 1995, 94% of the available gross leasable area
was occupied by 114 tenants. The Center's primary competitor is the Maui
Mall which is located within one mile of Kaahumanu Center.
Napili Plaza is a 44,000 square foot retail and commercial office
center located in West Maui. The first tenants in Napili Plaza began
operation in January of 1992. As of December 31, 1995, 80% of the gross
leasable area was occupied by 18 tenants. Napili Plaza faces competition
from several other retail locations in the Napili area.
In June of 1993 Kaahumanu Center Associates (KCA) was formed to
finance the expansion of and to own and operate the Kaahumanu Center. KCA
is a partnership between the Company as general partner and the Employees'
Retirement System of the State of Hawaii (ERS) as a limited partner. As of
April 30, 1995, the Company and ERS each have a 50% ownership interest in
KCA. Prior to that, the ownership interests were 99% for the Company and
1% for ERS. The renovation which was completed in November of 1994,
expanded the Center from approximately 315,000 to 572,000 square feet of
gross leasable area.
(4) Other Information
The Company engages in continuous research to develop techniques to
reduce costs through crop production innovations. Improved production
systems have resulted in increased productivity by the labor force.
Research and development expenses approximated $410,000 in 1995, $375,000
in 1994 and $416,000 in 1993.
The Company has reviewed its compliance with Federal, State and local
provisions which regulate the discharge of materials into the environment.
It does not expect any material financial impact as a result of compliance
with these laws.
The Company's method of disposing of pineapple processing waste water
utilizes underground injection wells. In recent years, such methods have
come under the scrutiny of the regulatory agencies. The Company's capital
expenditure budget for 1996 includes $2 million for a system which will
totally replace the existing method of disposing of processing waste water.
In total, the Company employed approximately 1,940 people in 1995.
(d) Financial Information About Foreign and Domestic Operations and Export
Sales.
Export sales only arise through the pineapple company. Export sales
of pineapple products are made chiefly to Japan, Western Europe and Canada.
For the last three years these sales did not exceed 10% of total
consolidated revenues.
Item 2. PROPERTIES
The Company owns approximately 28,600 acres of land on the Island of
Maui. This land, most of which was acquired from 1911 to 1932, is carried
at cost. The Company believes it has clear and unencumbered marketable
title to all of the preceding property except for the following:
(1) a mortgage on the fee and leasehold interest of the 36-acre Ritz-
Carlton Kapalua Hotel site, which secures a loan to the ground lessee for
up to $65 million (See Note 3 to Consolidated Financial Statements in the
Maui Land & Pineapple Company, Inc. 1995 Annual Report to Shareholders.);
(2) a perpetual conservation easement granted to the State of Hawaii on a
13-acre parcel at Kapalua;
(3) certain existing easements and rights-of-way that do not materially
affect the Company's use of such property;
(4) a mortgage on the three golf courses at Kapalua, which secures the
Company's $22 million revolving credit arrangement;
(5) a permanent conservation easement granted to The Nature Conservancy of
Hawaii, a non-profit corporation, covering approximately 8,600 acres; and
(6) a small percentage of the Company's land in various locations on which
multiple claims exist and for which the Company has initiated quiet title
actions.
Approximately 22,400 acres of the Company's land are located in West
Maui, approximately 6,200 acres are located at its Haliimaile plantation in
central Maui, and approximately 28 acres are located in Kahului, Maui.
The 22,400 acres in West Maui comprise a largely contiguous parcel which
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 Haliimaile property is situated at elevations
between 1,000 and 3,000 feet above sea level on the slopes of Haleakala.
Approximately 6,400 acres of Company-owned land are used directly or
indirectly in the pineapple operations and approximately 1,500 acres are
designated for the Kapalua resort. The Kahului acreage includes offices, a
can manufacturing plant and pineapple processing cannery with
interconnected warehouses at the cannery site where finished product is
stored. The remaining land is primarily in pasture or forest reserve.
Approximately 3,000 acres of leased land are used in the Company's
pineapple operations. A major operating lease covers approximately 1,500
acres of land. The balance of the leased property is covered under eleven
leases expiring variously through 2012. The aggregate land rental for
these leases was $390,000 in 1995.
Item 3. LEGAL PROCEEDINGS
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The information set forth under the caption "Common Stock" on page 19
of the Maui Land & Pineapple Company, Inc. 1995 Annual Report to
Stockholders is incorporated herein by reference.
Item 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Selected Financial Data"
on page 20 of the Maui Land & Pineapple Company, Inc. 1995 Annual Report to
Stockholders is incorporated herein by reference.
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION
"Management's Discussion and Analysis of Results of Operations and
Financial Condition" on pages 21 through 23 of the Maui Land & Pineapple
Company, Inc. 1995 Annual Report to Stockholders is incorporated herein by
reference.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The "Independent Auditors' Report," "Consolidated Financial
Statements" and "Notes to Consolidated Financial Statements" on pages 7
through 18 of the Maui Land & Pineapple Company, Inc. 1995 Annual Report to
Stockholders are incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Compliance with Section
16(a) of the Exchange Act" and "Election of Directors" on pages 6 through 8
of the Maui Land & Pineapple Company, Inc. Proxy Statement, dated March 29,
1996, is incorporated herein by reference. The Company has the following
executive officers:
Principal Occupation
Name During Last 5 Years
Gary L. Gifford President & Chief Executive Officer since April
(Age 48) 1995; Executive Vice President/Resort from 1987 to
1995.
Paul J. Meyer Executive Vice President/Finance since 1984;
(Age 48) Treasurer since 1994.
Douglas R. Schenk Executive Vice President/Pineapple since 1995;
(Age 43) Vice President/Pineapple from 1993 to 1995;
Cannery Manager of Maui Pineapple Company, Ltd.
from 1989 to 1993.
Donald A. Young Executive Vice President/Resort since April 1995;
(Age 48) Executive Vice President/Operations of Kapalua
Land Company, Ltd. from 1992 to 1995; Vice
President/Operations of Kapalua Land Company, Ltd.
from 1985 to 1992.
Scott A. Crockford Vice President/Retail Property since 1995;
(Age 40) General Manager of Kaahumanu Center from 1989 to
1995.
Julie L. Salady Vice President/Human Resources since 1995;
(Age 32) Director of Human Resources from 1991 to 1995.
Warren A. Suzuki Vice President/Land Management since October 1995;
(Age 43) Vice President/Construction & Planning of Kapalua
Land Company, Ltd. from May 1995 to October 1995;
Director of Project Coordination of Kapalua Land
Company, Ltd. from 1988 to 1995.
Item 11. EXECUTIVE COMPENSATION
The information set forth under the caption "Executive Compensation"
on pages 9 through 11 of the Maui Land & Pineapple Company, Inc. Proxy
Statement, dated March 29, 1996, is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Security Ownership of
Certain Beneficial Owners and Management" on pages 4 through 6 of the Maui
Land & Pineapple Company, Inc. Proxy Statement, dated March 29, 1996, is
incorporated herein by reference.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Compensation Committee
Interlocks and Insider Participation" on pages 13 to 14 of the Maui Land &
Pineapple Company, Inc. Proxy Statement, dated March 29, 1996, is
incorporated herein by reference.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following Financial Statements and Supplementary Data of Maui Land
& Pineapple Company, Inc. and subsidiaries and the Independent Auditors'
Report are included in Item 8 of this report:
Consolidated Balance Sheets, December 31, 1995 and 1994
Consolidated Statements of Operations and Retained Earnings for
the Years Ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993
Notes to Consolidated Financial Statements
(a) 2. Financial Statement Schedules
The Financial Statements of Kaahumanu Center Associates for the Years
Ended December 31, 1995, 1994 and Period from June 23, 1993 (Date of
Formation) Through December 31, 1993 are filed as exhibits.
The Financial Statements of Kaptel Associates for the Years Ended
December 31, 1994 and 1993 are filed as exhibits.
(a) (3) Exhibits
Exhibits are listed in the "Index to Exhibits" found on pages 17 to 20
of this Form 10-K.
(b) (3) Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
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 29, 1996 By /s/GARY L. GIFFORD
Gary L. Gifford
President & Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
By /s/MARY C. SANFORD Date March 29, 1996
Mary C. Sanford
Chairman of the Board
By /s/RICHARD H. CAMERON Date March 29, 1996
Richard H. Cameron
Vice Chairman of the Board
By /s/PAUL J. MEYER Date March 29, 1996
Paul J. Meyer
Exec. Vice Pres./Finance & Treasurer
By /s/TED PROCTOR Date March 29, 1996
Ted Proctor
Controller & Assistant Treasurer
By /s/PETER D. BALDWIN Date March 29, 1996
Peter D. Baldwin
Director
By /s/JOSEPH W. HARTLEY, JR. Date March 29, 1996
Joseph W. Hartley, Jr.
Director
By /s/RANDOLPH G. MOORE Date March 29, 1996
Randolph G. Moore
Director
By /s/FRED E. TROTTER III Date March 29, 1996
Fred E. Trotter III
Director
INDEX TO EXHIBITS
The exhibits designated by an asterisk (*) are filed herein. 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 0-4674.
3. Articles of Incorporation and By-laws
3(i) Articles of Incorporation (Amended as of 4/19/79). Exhibit 3 to
Form 10-K for the year ended December 31, 1980.
3(ii) By Laws (Amended as of 2/26/88). Exhibit (3ii) to Form 10-Q for
the quarter ended September 30, 1994.
10. Material Contracts
10.1(i) Revolving and Term Loan Agreement, dated as of December 31, 1992.
Exhibit (10)A to Form 10-K for the year ended December 31, 1992.
(ii) First Loan Modification Agreement, dated and effective as of
March 1, 1993. Exhibit (10)A to Form 10-Q for the quarter ended
March 31, 1993.
(iii) Second Loan Modification Agreement, dated September 8, 1993.
Exhibit (10)B to Form 10-Q for the quarter ended September 30,
1993.
(iv) Third Loan Modification Agreement, dated September 30, 1994.
Exhibit (10)B to Form 10-K for the year ended December 31, 1993.
(v) Fourth Loan Modification Agreement, dated March 8, 1994. Exhibit
(10)A to Form 10-K for the year ended December 31, 1993.
(vi) Fifth Loan Modification Agreement, dated as of December 31, 1994.
Exhibit 10.1(vi) to Form 10-K for the year ended December 31,
1994.
(vii) Sixth Loan Modification Agreement, effective as of March 31,
1995. Exhibit (10) to Form 10-Q for the quarter ended June 30,
1995.
(viii)* Seventh Loan Modification Agreement, effective as of December 31,
1995.
10.2(i) Limited Partnership Agreement of Kaahumanu Center Associates,
dated June 18, 1993. Exhibit (10)A to Form 10-Q for the quarter
ended June 30, 1993.
(ii) Cost Overrun Guaranty Agreement, dated June 28, 1993. Exhibit
(10)B of Form 10-Q for the quarter ended June 30, 1993.
(iii) Environmental Indemnity Agreement, dated June 28, 1993. Exhibit
(10)C to Form 10-Q for the quarter ended June 30, 1993.
(iv) Indemnity Agreement, dated June 28, 1993. Exhibit (10)D to Form
10-Q for the quarter ended June 30, 1993.
(v) Direct Liability Agreement, dated June 28, 1993. Exhibit (10)E
to Form 10-Q for the quarter ended June 30, 1993.
(vi) Amendment No. 1 to Limited Partnership Agreement of Kaahumanu
Center Associates. Exhibit (10)B to Form 8-K, dated as of April
30, 1995.
(vii) Conversion Agreement, dated April 27, 1995. Exhibit (10)C to
Form 8-K, dated as of April 30, 1995.
(viii) Indemnity Agreement, dated April 27, 1995. Exhibit (10)D to Form
8-K, dated as of April 30, 1995.
10.3(i) Note Purchase Agreement between John Hancock Mutual Life
Insurance Company and Maui Land & Pineapple Company, Inc., dated
September 9, 1993. Exhibit (10)A to Form 10-Q for the quarter
ended September 30, 1993.
(ii) First Amendment to Note Purchase Agreement dated as of March 30,
1994. Exhibit (10)A to Form 10-Q for the quarter ended March 31,
1994.
(iii)* Second Amendment to Note Purchase Agreement, dated as of November
13, 1995.
10.4(i) The following relate to the Ritz-Carlton Kapalua Hotel:
Partnership Agreement; Development Agreement; Operating
Agreement; Hotel Ground Lease; Supplemental Agreement;
Construction Loan Agreement; Promissory Note; Real Property
Mortgage; Leasehold Mortgage. Exhibit (10)A-I to Form 10-Q for
the quarter ended September 30, 1990.
(ii) Dissolution Agreement, dated October 31, 1995. Exhibit (10)A to
Form 10-Q for the quarter ended September 30, 1995.
(iii)* First Mortgage, Security Agreement, Financing Statement and
Assignment of Rentals covering the fee simple interest and the
leasehold interest, securing a loan of $65,000,000, dated
February 24, 1996.
(iv)* Subordination, Nondisturbance and Attornment Agreement (Ground
Lessor), dated February 24, 1996.
(v)* Hotel Ground Lease by and between Maui Land & Pineapple Company,
Inc. (Lessor) and NI Hawaii Resort, Inc. (Lessee), effective
January 1, 1996.
(vi)* Amendment Relating to Off-Site Loan, dated January 9, 1996 and
Effective January 1, 1995.
(vii)* Letter Agreement, dated January 1, 1996, Re: Nonrecourse Open
Account For Off-Site Improvements.
(viii)* Agreement with NI Hawaii Resort, Inc. (Ground Lease), dated
January 9, 1996.
(ix)* Amendment and Restatement of Tennis Operating Agreement by and
between Kapalua Land Company, Ltd. (Operator) and NI Hawaii
Resort, Inc. (Owner), dated January 9, 1996.
(x)* Assignment Agreement (Assignment of Amended and Restated Tennis
Operating Agreement), dated January 9, 1996.
(xi)* Golf Course Use Agreement by and between Maui Land & Pineapple
Company, Inc. and NI Hawaii Resort, Inc. dated, January 9, 1996.
(xii)* Memorandum of Understanding between Maui Hotels, Kapalua
Investment Corp. and NI Hawaii Resort, Inc., effective October
31, 1995.
(xiii)* Supplemental Agreement, entered into among Maui Hotels, Kapalua
Investment Corp. and NI Hawaii Resort, Inc. as of February 15,
1996.
(xiv)* Release of Real Property Mortgage, Security Agreement and
Financing Statement, dated March 12, 1996.
10.5 Partnership Agreement of Plantation Club Associates, dated
November 10, 1988. Exhibit (10)A to Form 10-K for the year ended
December 31, 1988.
10.6 Fifteen million dollar ($15 million) Promissory Note, dated March
31, 1986, for the acquisition of Kaahumanu Center. Exhibit (10)C
to Form 10-K for the year ended December 31, 1986.
10.7 Compensatory plans or arrangements
(i) Executive Deferred Compensation Plan (revised as of 8/16/91).
Exhibit (10)A to Form 10-Q for the quarter ended September 30,
1994.
(ii) Executive Insurance Plan (Amended). Exhibit (10)A to Form 10-K
for the year ended December 31, 1980.
(iii) Remunerative agreement between Maui Land & Pineapple Company,
Inc. and Paul J. Meyer, Executive Vice President/Finance. Exhibit
(10)A to Form 10-Q for the quarter ended June 30, 1984.
(iv) Supplemental Executive Retirement Plan (effective as of January
1, 1988). Exhibit (10)B to Form 10-K for the year ended December
31, 1988.
10.8 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.
11. Statement re computation of per share earnings: Net Income
(Loss) divided by weighted Average Common Shares Outstanding
equals Net Income (Loss) Per Common Share.
13.* Annual Report to security holders. Maui Land & Pineapple
Company, Inc. 1995 Annual Report.
21. Subsidiaries of registrant:
All of the following were incorporated in the State of Hawaii:
Maui Pineapple Company, Ltd.
Kapalua Land Company, Ltd.
Kapalua Investment Corp.
Kapalua Water Company, Ltd.
Kapalua Waste Treatment Company, Ltd.
Honolua Plantation Land Company, Ltd.
27.* Financial Data Schedule.
99. Additional Exhibits.
99.1* Financial Statements of Kaahumanu Center Associates for the years
ended December 31, 1995 and 1994 and period from June 23, 1993
(date of formation) through December 31, 1993.
99.2 Financial Statements of Kaptel Associates for the years ended
December 31, 1994 and 1993. Exhibit 99.1 to Form 10-K for the
year ended December 31, 1994.