<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 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 No.)
of incorporation or organization)
P.O. Box 187, KAHULUI, MAUI, HAWAII 96732
(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 the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at May 1, 1995
Common Stock, no par value 1,797,125 shares
<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
INDEX
Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets - March 31, 1995 (Unaudited)
& December 31, 1994 3
Condensed Statements of Operations and Retained Earnings,
Three Months Ended March 31, 1995 & 1994 (Unaudited) 4
Condensed Statements of Cash Flows
Three Months Ended March 31, 1995 & 1994 (Unaudited) 5
Notes to Condensed Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7
PART II. OTHER INFORMATION 9
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<PAGE>
PART I. - FINANCIAL INFORMATION
Item 1. Financial Statements
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>
Unaudited
03/31/95 12/31/94
(Dollars in Thousands)
ASSETS
<S> <C> <C>
Current Assets
Cash $ 2,420 $ 2,269
Accounts and notes receivable 13,008 13,507
Inventories 20,677 20,537
Other current assets 5,351 4,647
-------- --------
Total current assets 41,456 40,960
Property 275,662 274,490
Accumulated depreciation (97,662) (94,296)
-------- --------
Property - net 178,000 180,194
Other Assets 15,896 14,257
-------- --------
TOTAL 235,352 235,411
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Notes payable 28,900 27,951
Trade accounts payable 5,816 5,596
Other current liabilities 6,655 8,510
-------- --------
Total current liabilities 41,371 42,057
Long-Term Liabilities
Long-term debt and capital lease obligations 102,081 99,180
Accrued retirement benefits 22,229 22,077
Other long-term liabilities 11,109 11,668
-------- --------
Total long-term liabilities 135,419 132,925
Stockholders' Equity
Common stock, no par value - 1,800,000
shares authorized, 1,797,125 issued and
outstanding 12,318 12,318
Retained earnings 46,244 48,111
-------- --------
Stockholders' Equity 58,562 60,429
-------- --------
$235,352 $235,411
TOTAL ======== ========
</TABLE>
See accompanying Notes to Condensed Financial Statements.
-3-
<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES
CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
3/31/95 3/31/94
(Dollars in Thousands
Except Share Amounts)
<S> <C> <C>
REVENUES
Net sales $19,893 $19,370
Operating income 8,933 7,902
Other income 1,131 923
------- -------
Total Revenues 29,957 28,195
------- -------
COSTS AND EXPENSES
Cost of goods sold 14,648 13,302
Operating expenses 6,327 5,666
Shipping and marketing 2,803 3,132
General and administrative 4,361 3,665
Equity in losses (income) of
joint ventures 1,746 (442)
Interest 3,035 1,314
------- -------
Total Costs and Expenses 32,920 26,637
------- -------
INCOME (LOSS) BEFORE INCOME TAXES (2,963) 1,558
INCOME TAXES (CREDIT) (1,096) 561
------- -------
NET INCOME (LOSS) (1,867) 997
RETAINED EARNINGS, BEGINNING OF PERIOD 48,111 52,020
------- -------
RETAINED EARNINGS, END OF PERIOD 46,244 53,017
======= =======
PER COMMON SHARE
Net Income (Loss) $ (1.04) $ .55
======= =======
</TABLE>
See accompanying Notes to Condensed Financial Statements.
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<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
March 30
1995 1994
(Dollars in Thousands)
<S> <C> <C>
Net Cash From Operating Activities $ 702 $ 1,504
------- --------
Investing Activities
Purchases of property (3,197) (12,154)
Proceeds from disposal of property 715 717
Other (1,753) 946
------- --------
Net Cash Used in Investing activities (4,235) (10,491)
------- --------
Financing Activities
Payments of long-term debt & capital
lease obligations (571) (7,986)
Proceeds from long-term debt 3,311 16,750
Proceeds (payment) of short-term debt 944 200
------- -------
Net Cash From Financing Activities 3,684 8,964
------- -------
Net Cash Increase (Decrease) 151 (23)
Cash At Beginning of Period 2,269 1,223
------- -------
Cash At End of Period $ 2,420 $ 1,200
======= =======
</TABLE>
Supplemental Disclosure and Cash Flow Information - Interest (net
of amounts capitalized) of $3,709,000 and $2,311,000 was paid
during the three months ended March 31, 1995 and 1994,
respectively. Income tax refunds (net of payments) of $33,000
were received during the three months ended March 31, 1995.
See accompanying Notes to Condensed Financial Statements.
-5-
<PAGE>
MAUI LAND & PINEAPPLE COMPANY, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
1. In the opinion of management, the accompanying condensed
financial statements contain all normal and recurring
adjustments necessary to present a fair statement of
financial position and results of operations for the interim
periods ended March 31, 1995 and 1994.
2. The Company's reports for interim periods utilize numerous
estimates of production, general and administrative
expenses, and other costs for the full year. Consequently,
amounts in the interim reports are not necessarily
indicative of results for the full year.
3. The effective tax rate for 1995 and 1994 differs from the
statutory federal rate of 34% primarily because of the state
tax provision and refundable state tax credits.
4. The following summarized income statement information for
Kaptel Associates is based on operating information
currently available to the Company and the Company's
estimate for depreciation and amortization expense (in
thousands):
Three Months Ended
3/31/95
Revenues $10,546
Expenses 17,587
-------
Net Loss $ 7,041
=======
5. Inventories as of March 31, 1995 and December 31, 1994 were
as follows (in thousands):
03/31/95 12/31/94
Pineapple products $14,827 $15,261
Real estate held for sale 336 336
Merchandise, materials and supplies 5,514 4,940
------- -------
Total Inventories $20,677 $20,537
======= =======
6. Average common shares outstanding for the interim periods
ended March 31, 1995 and 1994 were 1,797,125.
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<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
Consolidated
Consolidated net loss for the first quarter of 1995 was $1.9
million. For the first quarter of 1994, consolidated net income
was $1 million. The primary reasons for the loss for the first
quarter of 1995 were higher interest costs as a result of a
higher level of debt arising from the Kaahumanu Center expansion
project and substantially higher interest rates, and the
Company's equity in losses from joint venture investments.
Pineapple
Revenue from pineapple operations increased in the first quarter
of 1995 compared to the first quarter of 1994 as a result of
increased case volume of sales and higher average sales prices.
Pineapple operations reported an operating loss for the first
quarter of 1995 compared to an operating profit for the first
quarter of 1994. Higher average cost of sales was responsible
for the operating loss for the first quarter of 1995.
Resort
Kapalua resort produced lower revenue and an operating loss in
the first quarter of 1995 compared to an operating profit for the
first quarter of 1994. Although resort occupancies declined in
1995 compared to last year's first quarter, the resort's ongoing
operations continued to report operating profits. Revenues from
the golf course operations increased due to increased paid rounds
and higher rates. Resort membership income, merchandise sales
and realty commission income declined in the first quarter of
1995 compared to the same period a year ago. Operating losses
from the resort were primarily the result of the Company's equity
in the losses of Kaptel Associates, the joint venture which owns
The Ritz-Carlton Kapalua Hotel.
Commercial & Property
Revenue and operating profits from Commercial & Property
operations increased in the first quarter of 1995. However,
after interest expense attributable to Kaahumanu Center, the
Commercial & Property net results were about break-even for the
first quarter of 1995 compared to net profits for the same period
a year earlier. In the first quarter of 1994, most of the
interest cost incurred by Kaahumanu Center was capitalized.
Revenues increased in 1995 because of increased leased area since
the completion of the Kaahumanu Center renovation and expansion
in November 1994.
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<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 1995, total debt, including capital leases, was
$132.3 million, an increase of $3.8 million from December 31,
1994. The increase resulted from construction loan draws for the
Kaahumanu Center expansion project.
Effective April 30, 1995, the Employees' Retirement System of the
State of Hawaii (ERS) converted its $30.6 million loan to equity,
thereby increasing its ownership in Kaahumanu Center Associates
(KCA) from 1% to 50%. As of April 30, 1995, the Company will
account for KCA by the equity method, resulting in a decrease in
the Company's consolidated long-term debt by approximately $75
million.
On May 3, 1995, the $65 million permanent financing on the
Kaahumanu Center was completed with a fixed interest rate of
8.57%. This financing arrangement is nonrecourse except for $10
million which is guaranteed by the Company until Kaahumanu Center
attains a certain level of operating cash flow. The proceeds
from this loan were used principally to refinance the 10.25%
construction loans and a 10% first mortgage loan on the Kaahumanu
Center. Also, the Company received approximately $10 million
toward reimbursement of construction related advances made to
KCA.
As of May 5, 1995, Kaptel Associates remains in default on its
$185 million financing arrangement and there have been no
additional capital contributions made by the partners. The
partners are presently attempting to negotiate a restructuring of
the partnership and the financing arrangement.
-8-
<PAGE>
PART II OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
(27) Financial Data Schedule
A. As of March 31, 1995 and for the three months
then ended.
B. As of December 31, 1994 and for the year then
ended. Restated.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed for the
period covered by this report.
-9-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MAUI LAND & PINEAPPLE COMPANY, INC.
May 12, 1995 /s/PAUL J. MEYER
Date Paul J. Meyer
Executive Vice President/Finance
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Maui
Land & Pineapple Company, Inc. Balance Sheet (unaudited) as of March 31, 1995
and the Statement of Operations (unaudited) for the three months then ended,
and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> MAR-31-1995
<CASH> 2,420
<SECURITIES> 0
<RECEIVABLES> 13,008
<ALLOWANCES> 0
<INVENTORY> 20,677
<CURRENT-ASSETS> 41,456
<PP&E> 275,662
<DEPRECIATION> 97,662
<TOTAL-ASSETS> 235,352
<CURRENT-LIABILITIES> 41,371
<BONDS> 102,081
<COMMON> 12,318
0
0
<OTHER-SE> 46,244
<TOTAL-LIABILITY-AND-EQUITY> 235,352
<SALES> 19,893
<TOTAL-REVENUES> 29,957
<CGS> 14,648
<TOTAL-COSTS> 20,975
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,035
<INCOME-PRETAX> (2,963)
<INCOME-TAX> (1,096)
<INCOME-CONTINUING> (1,867)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (1,867)
<EPS-PRIMARY> (1.04)
<EPS-DILUTED> (1.04)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Maui
Land & Pineapple Company, Inc. Balance Sheet as of December 31, 1994 and the
Statement of Operations for the year then ended, and is qualified in its
entirely by reference to such financial statements.
</LEGEND>
<RESTATED>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 2,269
<SECURITIES> 0
<RECEIVABLES> 13,507
<ALLOWANCES> 0
<INVENTORY> 20,537
<CURRENT-ASSETS> 40,960
<PP&E> 274,490
<DEPRECIATION> 94,296
<TOTAL-ASSETS> 235,411
<CURRENT-LIABILITIES> 42,057
<BONDS> 99,180
<COMMON> 12,318
0
0
<OTHER-SE> 48,111
<TOTAL-LIABILITY-AND-EQUITY> 235,411
<SALES> 91,158
<TOTAL-REVENUES> 125,882
<CGS> 67,623
<TOTAL-COSTS> 91,174
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 5,682
<INCOME-PRETAX> (6,738)
<INCOME-TAX> (2,829)
<INCOME-CONTINUING> (3,909)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3,909)
<EPS-PRIMARY> (2.18)
<EPS-DILUTED> (2.18)
</TABLE>
