MAUI LAND & PINEAPPLE COMPANY, INC.
ANNUAL REPORT
1996
CONTENTS
Letter to Shareholders 2
Pineapple 4
Resort 5
Commercial & Property 6
Independent Auditors' Report 7
Consolidated Balance Sheets 8
Consolidated Statements of Operations and Retained Earnings 10
Consolidated Statements of Cash Flows 11
Notes to Consolidated Financial Statements 12
Common Stock 19
Selected Financial Data 20
Management's Discussion and Analysis of
Results of Operations and Financial Condition 21
Officers and Directors 24
THE COMPANY
Maui Land & Pineapple Company, Inc., a Hawaii corporation organized in
1909, is a land-holding and operating company with several wholly-owned
subsidiaries, including two major operating companies, Maui Pineapple Company,
Ltd. and Kapalua Land Company, Ltd. The Company, as used herein, refers to
the parent and its wholly-owned subsidiaries. The Company's principal
business activities are Pineapple, Resort and Commercial & Property.
The Company owns approximately 28,600 acres on the island of Maui, of
which about 8,100 acres are used directly or indirectly in the Company's
operations. Approximately 2,160 people were employed by the Company in 1996
on a year-round or seasonal basis.
Maui Pineapple Company, Ltd. is the operating subsidiary for Pineapple.
Its canned pineapple, pineapple juice, and fresh pineapple are found in
supermarkets throughout the United States. The canned pineapple products are
sold as store-brand pineapple with 100% HAWAIIAN U.S.A.TM imprinted on the can
lid. In addition, the products are sold through institutional, industrial and
export distribution channels.
Kapalua Land Company, Ltd. is the development and operating subsidiary
for the Kapalua Resort. The Kapalua Resort is a master-planned golf resort
community on Maui's northwest coast. The property encompasses 1,650 acres
bordering the ocean with three white sand beaches.
Commercial & Property includes the operations of various properties,
including Kaahumanu Center, the largest retail and entertainment center on
Maui. It also includes the Company's land entitlement and management
activities and land sales which are not part of the Kapalua resort.
10-K REPORT
Shareholders who wish to receive, free of charge, a copy of the Company's 10-K
Report to the Securities and Exchange Commission may write to:
Corporate Secretary
Maui Land & Pineapple Company, Inc.
P. O. Box 187
Kahului, Hawaii 96733-6687
ANNUAL MEETING
The Annual Meeting of Shareholders of the Company will be held at 9:00 a.m. on
Friday, May 2, 1997, in the Corporate Office courtyard of Maui Land &
Pineapple Company, Inc., 120 Kane Street, Kahului, Hawaii.
OFFICES
Corporate Offices Pineapple Marketing Office
Maui Land & Pineapple Company, Inc. Maui Pineapple Company, Ltd.
P. O. Box 187 P. O. Box 4003
Kahului, Hawaii 96733-6687 Concord, California 94524-4003
Telephone: 808-877-3351 Telephone: 510-798-0240
Fax: 808-871-0953 Fax: 510-798-0252
http://www.mauiland.com
Maui Pineapple Company, Ltd.
P. O. Box 187
Kahului, Hawaii 96733-6687
Telephone: 808-877-3351
Fax: 808-871-0953
http://www.mauiland.com/mauipine/
Kapalua Land Company, Ltd.
1000 Kapalua Drive
Kapalua, Hawaii 96761-9028
Telephone: 808-669-5622
Fax: 808-669-5454
http://www.kapaluamaui.com
Kaahumanu Center
275 Kaahumanu Avenue
Kahului, Hawaii 96732-1612
Telephone: 808-877-3369
Fax: 808-877-5992
http://www.maui.net/~kcenter/
Transfer Agent & Registrar Independent Auditors
ChaseMellon Shareholder Services Deloitte & Touche LLP
85 Challenger Road 1132 Bishop Street, Suite 1200
Ridgefield Park, New Jersey 07660 Honolulu, Hawaii 96813-2870
Telephone: 800-356-2017 Telephone: 808-543-0700
<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
FINANCIAL HIGHLIGHTS
<CAPTION>
1996 1995 1994
(Dollars in Thousands
Except Per Share Amounts)
<S> <C> <C> <C>
REVENUES
Pineapple $ 95,700 $ 81,052 $ 81,044
Resort 35,676 34,330 34,109
Commercial & Property 4,850 10,123 10,617
Corporate 109 72 112
--------- --------- ---------
Total 136,335 125,577 125,882
========= ========= =========
NET LOSS (747) (1,559) (3,909)
========= ========= =========
NET LOSS PER COMMON SHARE $ (.42) $ (.87) $ (2.18)
========= ========= =========
AVERAGE COMMON SHARES OUTSTANDING 1,797,125 1,797,125 1,797,125
TOTAL ASSETS $ 132,851 137,085 $ 235,411
CURRENT RATIO 2.23 2.78 .97
LONG-TERM DEBT and CAPITAL LEASES $ 28,898 $ 36,227 $ 99,180
STOCKHOLDERS' EQUITY 58,033 58,870 60,429
STOCKHOLDERS' EQUITY PER COMMON SHARE $ 32.29 32.76 $ 33.63
EMPLOYEES 2,160 1,990 2,020
</TABLE>
TO OUR SHAREHOLDERS AND EMPLOYEES
Nineteen ninety-six was an important year for the Company. Major effort
was put into analyzing our resources and businesses and into developing a
strategic plan to maximize the Company's profitability and long-term financial
performance. The strategic plan incorporates changes to our product mix, the
way we produce our products, and how we maximize use of our resources. In
addition to the strategic planning effort, the pace of fundamental
improvements in our businesses referred to in our letter last year continued
in 1996. These improvements added value to the Company and increased
operating efficiency.
The 1996 net loss of $747,000 was a modest improvement from the 1995 net
loss of $1.6 million. A more appropriate year-to-year comparison would
involve deleting the $5 million non-cash income recorded in 1995 from reversal
of the prior years' losses of Kaptel Associates. On that basis, the net loss
improved by $4 million from 1995 to 1996.
Revenues in 1996 increased by 9 percent to $136 million from $126
million due to higher case volume of pineapple product sold and higher average
prices, reflecting for the first time in a number of years reasonable market
conditions for our pineapple products. The operating results from our major
business segments, Pineapple, Resort and Commercial & Property, were a $4
million profit, a $2.2 million profit and a $105,000 profit, respectively.
This compares to operating results of a $3.5 million loss, a $7.3 million
profit, and a $3.3 million profit, respectively, for Pineapple, Resort and
Commercial & Property in 1995. It should be noted that Pineapple recorded a
year-to-year improvement in operating profit of $7.5 million and that Resort
operating profit, when adjusted for the 1995 Kaptel non-cash income, recorded
a small year-to-year decrease in operating profit of $148,000. Commercial &
Property operating profit for 1995 includes four months of consolidated
results from Kaahumanu Center prior to conversion to the equity accounting
method, and also includes land sales which resulted in operating profit of
$3.4 million in 1995 compared to land sales which resulted in operating profit
of $700,000 in 1996.
The substantial progress made in 1996 in returning our pineapple
business to profitability was, for the second consecutive year, hampered by
very dry weather. Almost zero rainfall for five months last summer in many of
our fields resulted in lower fruit quality, which was made worse by unusually
heavy rainfall in November and December. As a result, production was lower
than we expected by 300,000 cases of pineapple product and average production
cost per case was substantially higher than expected. The effect of this
extraordinary weather pattern was to reduce the operating profit we expected
from pineapple by over $2 million. Growing conditions since December of 1996
have been more normal and we expect 1997 to be an improved production year.
With the cooperation of a neighboring sugar producer, Hawaiian
Commercial & Sugar Co. ("HC&S"), the County of Maui, and State Department of
Health officials, an operating problem for our pineapple cannery was
successfully resolved in 1996. Approval was received and construction
commenced on a pipeline to carry washdown and clean cooling water from the
cannery approximately two miles to HC&S' sugar cane fields for reuse as
irrigation water. This excellent cooperative effort will allow us to
discontinue using deep injection wells and to recycle a substantial amount of
non-potable water.
Good progress was made in developing new product opportunities in 1996.
Cannery modifications are underway that will allow us to efficiently produce
and package high quality, chilled, pre-cut pineapple. We are developing
proprietary pre-cut products as well as working with other food companies as a
supplier. We believe the revenues and profit margins from the fresh, pre-cut
product line, our new tropical fruit product and other new products, as well
as improved operating efficiency will result in continued improvement in
operating profit for the Pineapple business in 1997.
While generally improved economic conditions in Asia and the U.S.
mainland resulted in an increased number of visitors to Hawaii on a statewide
basis, the full year growth in visitor arrivals to Maui was less than 1
percent. We believe the relatively short runway at Kahului Airport, which
does not allow fully-laden direct flights to and from international and
mainland destinations, remains the most serious impediment to the health of
our key visitor industry. Maui consistently has been rated the best island
vacation destination worldwide by Conde' Nast, which would indicate strong
demand for Maui as a vacation destination. We are convinced that safe and
convenient direct access by air travel remains a fundamental requirement of
our visitors and for a healthy visitor business segment. We believe the Maui
community must aggressively support an extended runway at Kahului Airport as a
vital improvement in our transportation system.
Kapalua's overall occupancy increased by 8 percent over 1995 levels due
to substantially higher occupancy at The Ritz-Carlton Kapalua and at the
Company's Kapalua Villas. We are extremely pleased with the well deserved
recognition the Ritz-Carlton received from AAA and Travel & Leisure Magazine
last fall. The extensive renovation of the Kapalua Bay Hotel planned by its
new owner, The Yarmouth Group, for later this year will have a temporary
negative effect on resort occupancy in 1997. However, we believe the
renovation and excellent management capabilities of the Halekulani
organization, which now operates the Kapalua Bay Hotel, will result in
improved occupancy and better operating results for the resort in years to
come.
As discussed in greater detail later in this report, Resort operating
profit in 1996 was negatively affected by the reduced land lease rent from the
Kapalua Bay Hotel associated with the change in ownership of the hotel in
September 1996. We expect the rental revenue from this property to increase
over the next three years. Operating profit from resort operations benefited
from the first full year of higher sewer and water rates, which served to
reduce the net cost of providing services to the Kapalua resort community.
Higher marketing expenses and operating costs in the resort's recreational and
retail activities and reduced land lease rent, however, resulted in operating
profit from resort operations declining by 10 percent from 1995.
Resort land development activities benefited from a small but
encouraging improvement in resort property sales, including three lot sales at
the Plantation Estate project, two of which should close in 1997. We are
hopeful that demand for resort property will continue to improve in 1997 and
that we will be able to take advantage of opportunities to improve the quality
and scope of the Kapalua resort community.
The Company's Commercial & Property business segment produced lower
operating profits in 1996 for a number of reasons which are discussed in
greater detail in a later section of this report. The largest commercial
property on Maui, Kaahumanu Center, made considerable progress in terms of
operating results and new tenants. Unfortunately, a number of tenants with
national affiliations were forced to close their doors primarily due to
difficult mainland retail market conditions. The awards and recognition
Kaahumanu Center received in 1996 from the International Council of Shopping
Centers were gratifying. Even more satisfying has been the acceptance of the
Center by the Maui community in its first full year of expanded operation.
At the end of 1996, the Company's consolidated debt, including capital
leases, totaled $30.2 million, a $7.3 million reduction from year-end 1995, a
$98.4 million reduction from year-end 1994, and a $67.8 million reduction from
year-end 1993. Part of this reduction in debt is the result of a change in
1995 to the equity method of accounting for the investment in Kaahumanu Center
Associates. We expect to make further progress in reducing the Company's debt
in 1997 and to reach the targeted level of financial leverage for the Company.
Despite the small dividend declared and paid in the fourth quarter, our key
goal of resuming a consistent level of dividends remains elusive and dependent
on further debt reduction and consistent operating cash flow and net profit.
In September of 1996, The Nature Conservancy, a leading national
conservation organization, presented its President's Award to the Company for
our conservation activities on the Company's Puu Kukui watershed lands in West
Maui. The Puu Kukui activities are a cooperative effort among the Company,
The Nature Conservancy and the State of Hawaii, which provides a portion of
the funding. This national award as the leading corporate sponsor of a
conservation effort and the assistance from The Nature Conservancy and the
State are greatly appreciated.
We are disappointed that 1996 did not allow us to report a substantial
level of net profit. We believe the changes made to our businesses and the
commitment to our goal of sustained profits will yield results in 1997 and the
future.
Thank you for your continued support.
/S/ MARY C. SANFORD
Mary C. Sanford
Chairman
/S/ GARY L. GIFFORD
Gary L. Gifford
President & CEO
February 7, 1997
PINEAPPLE
In 1996 Maui Pineapple Company, Ltd. recorded a $4 million operating
profit. Although this operating profit was less than expected, it is a $7.5
million improvement from the 1995 loss of $3.5 million, and it is Pineapple's
first profit since 1992. These improved financial results are primarily due
to higher case sales volume and higher pricing in the marketplace.
Pineapple's overall case sales volume increased by 11% in 1996. Pricing
remained firm throughout the year and was higher than 1995. Total canned
fruit sales increased 10%, led by grocery fruit, our largest solid pack
segment. Most other canned fruit business categories also enjoyed increases,
except export fruit where sales volume declined sharply due to a combination
of economic and competitive factors in the Japanese market. Total canned
juice sales case volume increased by 12%. Major juice case volume gains came
from the government, grocery and inter-canner segments. Sales volume of
institutional and export juice declined 7% and 41%, respectively. Export
juice represents a small percentage of our juice business, so this large
decline did not seriously affect sales and profits. Concentrate sales volume
increased 28% due to favorable marketplace demand.
Total fresh fruit sales declined 8%, primarily due to reduced supply of
fruit for this market segment. Fresh fruit sales in Hawaii were flat while
Jet Fresh U.S. mainland sales declined 11%.
The weather was the single largest reason for lower than expected
profits. For the second year in a row Maui suffered extreme weather conditions
that resulted in a smaller pack than planned and an increase in production
cost per case, in spite of continued emphasis on cost control. The island of
Maui suffered a severe drought, beginning in May and lasting through the end
of October. An extremely wet period followed this dry period, beginning in
early November and continuing through year- end. These weather extremes
affected both fruit size and fruit quality, resulting in substantially lower
than expected recovery in the fourth quarter. We reduced some effects of the
drought by using irrigation systems. However, due to the lack of rain and
water restrictions imposed by the County of Maui, we were unable to irrigate
adequately.
Case volume of imported canned pineapple into the United States was up
4% in 1996 compared to 1995 levels. However, average unit values rose
significantly. Though the antidumping duties imposed on Thai packers played a
part in higher average unit values, far more important were the fruit
shortages experienced in Thailand and the Philippines. We expect the supply
from these countries to increase in 1997, but not to a level that would affect
our planned volume and pricing.
On November 8, 1996, the United States Court of International Trade
instructed the United States Department of Commerce to recalculate its
antidumping margins on imports of canned pineapple fruit from Thailand. The
Court ruled that the Department of Commerce's reliance on the Thai pineapple
companies' normal accounting records (their allocation ratio between juice and
solid pack) was inconsistent with a higher court's previous ruling. Maui
Pineapple Company, Ltd. will appeal this decision and the Department of
Commerce will also probably appeal. Our counsel believes we stand a good
chance of overturning the Court's decision. The appeal process could take from
twelve to eighteen months. Meanwhile, the current antidumping margins remain
in effect, and no change to the tariff will occur until the appeal process is
completed.
We can best characterize 1996 as a year of continued repositioning of
our business. We implemented strategic plans in 1996 that will be the key to
our improved financial performance in 1997 and beyond.
We continue to expand our efforts to leverage our Hawaiian competitive
advantage. Through consumer-focused marketing efforts we are educating
consumers to look for the "100% HAWAIIAN U.S.A. TM" stamp on our can lids. We
conveyed this message in 1996 through targeted consumer media in selected high
volume markets and will continue this effort in 1997.
Most important from a strategic standpoint is our effort to diversify
our business. In 1996 Maui Pineapple Company, Ltd. formed a new subsidiary,
Royal Coast Tropical Fruit Company, Inc. Within this subsidiary we have
started new business initiatives with U.S. and foreign-based companies in the
fresh fruit and processed food categories.
In 1996 we developed two new products: tropical fruit mix and fresh-cut
pineapple. The tropical fruit mix is a combination of canned pineapple,
papaya and guava. The fresh-cut pineapple is in conveniently packaged, ready-
to-serve, chilled chunks. Sales of tropical fruit mix and fresh-cut pineapple
began in 1996 on a limited basis. We anticipate increased sales activity for
these products in 1997. These opportunities to diversify have the potential
for long-term growth and to make a significant contribution to profit.
As reported last year, in 1996 we began to source and ship Costa Rican
fresh pineapple to U.S. east coast customers under our new Royal Coast
trademark. Though we are disappointed with the results to date, we believe
that we will succeed in this activity in 1997.
We have made substantial progress in forming other key strategic
alliances intended to benefit us in 1997 and beyond. We anticipate that these
activities will make a contribution to our business in the near future.
On February 20, 1997, the pineapple industry of Hawaii and the
International Longshoremen's and Warehousemen's Union reached an agreement on
a new labor contract that expires on November 30, 1999. The terms of the new
agreement are reasonable considering the competitive nature of the labor
market in Hawaii and other collective bargaining agreements.
We expect to deliver a profit in 1997, while continuing to position our
business for improving financial performance and healthy long-term growth.
RESORT
In 1996, Kapalua Land Company, Ltd. had a profit, before allocated
interest and corporate expense, of $2.2 million compared with a profit of $7.3
million in 1995. Almost all of the reduction was due to a $5 million gain in
1995 from the reversal of previously allocated losses from The Ritz-Carlton
Kapalua Hotel joint venture.
Much of our focus for 1996 was on the resort's two hotels and short-term
villa rentals. After resolving the issues related to ownership and debt that
were reported at this time last year, The Ritz-Carlton Kapalua Hotel had an
excellent year with increased occupancy and market recognition as one of
Hawaii's best hotels. Readers of 'Travel & Leisure' Magazine voted the hotel
#1 in Hawaii and in November of last year the hotel was awarded the
prestigious 'AAA' Five Diamond rating.
The most significant event in 1996 was the purchase in September of the
Kapalua Bay Hotel by The Yarmouth Group, a highly respected U.S.-based real
estate investment and property management company. The new owners have
engaged Halekulani Corporation to oversee management of the hotel and a major
renovation of the property is scheduled to be completed by the fourth quarter
of 1997. Related to the purchase were separate agreements between ourselves
and Yarmouth providing for consolidation of the short-term villa rental
operations, an option for a joint-venture development of the adjoining
oceanfront 12 acre parcel (Site 29), a new lease for the Bay Club restaurant,
and an amended hotel ground lease which included three years of reduced rent.
When renovation is completed later this year, and with Halekulani providing
management, we believe the Kapalua Bay Hotel again will be recognized as one
of the finest luxury hotels in Hawaii.
Based on our villa agreement with Yarmouth, all but fifteen of the
hotel's villa rental contracts were assigned to The Kapalua Villas and
consolidated into our operation. The Kapalua Bay Hotel has dropped "& Villas"
from the name of the hotel, but will maintain an inventory of a maximum of
fifteen villas as additional luxury suites for the hotel. As a result of the
consolidation, we presently have over 250 villas in The Kapalua Villas rental
program and a cooperative relationship with both hotels to market and operate
Kapalua as a unified resort destination. Our villa operation is now
positioned to be clearly recognized in the market as the third Kapalua
'property' for visitor accommodations.
Collectively, these changes for The Ritz-Carlton Kapalua Hotel, the
Kapalua Bay Hotel and The Kapalua Villas represent a dramatic improvement in
what is basically the foundation for the resort and a unique strategic
positioning for Kapalua in the upper end of Hawaii's luxury resort market.
Overall, Hawaii's resort real estate market has shown increased activity
but still remains relatively weak. Resort resale activity in 1996 for all of
Maui showed an increase of about 30% in total dollar volume, primarily in
condominium product. Kapalua's resale activity increased about 10% in 1996,
also mostly from increased condominium activity.
Our real estate operation, Kapalua Realty, has made significant progress
in increasing market share of Kapalua resales with 60% of the sales and 46% of
the listings in 1996.
We saw increased interest in our remaining inventory of two-acre
Plantation Estate lots resulting in one sale in 1996 and two other sales
scheduled to close escrow in the second quarter of 1997. This leaves only one
lot unsold in the first phase of this development.
Planning efforts are underway to reconfigure Plantation Estates Phase II
into fewer, larger lots as an alternative residential product which would
complement Phase I and the overall resort master plan for Kapalua.
Our primary planning focus has been on the near term development of the
core area of Kapalua and Site 29 next to the Kapalua Bay Hotel. Significant
components under consideration for inclusion in the 55-acre central core area
include a Town Center, golf academy/clubhouse, resort spa, villa reception
center and new villa product. We expect to finalize these plans in 1997 and
be in a position to begin construction of specific projects in 1998.
After a very strong first quarter, the visitor industry showed little
full-year growth in 1996 with the number of visitors to Maui up less than 1%
and average occupancy for the island unchanged at 73%. Our resort occupancy
for Kapalua increased over 8% but still remains below the Maui average.
Total revenue for ongoing resort operations in 1996 increased just under
4% to $35.7 million while profits decreased to just over $2 million in 1996
compared with $2.3 million in 1995. The decrease in profits was due to lower
ground rent from the Kapalua Bay Hotel, increased marketing expenses, lower
resort membership income and a lower average golf green fee which were only
partly offset by revenue increases for Kapalua Water Company, restaurant and
other commercial leases, and higher profits from The Kapalua Villas.
Our resort marketing emphasis in 1996 again included special
events highlighted by the 15th annual Lincoln-Mercury Kapalua International
golf tournament and the inaugural Earth Maui Nature Summit, hosted by the
Kapalua Nature Society. As a result of our ongoing commitment to stewardship
of the environment and our natural resources, Kapalua recently became the
first resort in the world to be certified by Audubon International as an
Audubon Heritage Cooperative Sanctuary.
With projections of a relatively flat year for Hawaii's visitor industry
and the scheduled renovation of the Kapalua Bay Hotel, we do not expect to
show much financial improvement from resort operations in 1997. Increased
development profit in 1997 is dependent on whether or not Yarmouth exercises
the joint venture development option on Site 29. We believe the resort is in
an excellent strategic position to show improved long-term results beginning
in 1998.
COMMERCIAL & PROPERTY
The Commercial & Property segment produced lower revenue and operating
profit in 1996 compared to 1995. Revenue decreased from $10.1 million in 1995
to $4.9 million in 1996. Operating profit, before allocation of interest and
corporate expense, was $105,000 in 1996 compared to $3.3 million in 1995. Two
land sales contributed a total of $700,000 profit and cash flow in 1996. One
of the sales was a one-acre parcel of land in West Maui for $200,000. The
other transaction was the sale of a 15.3-acre parcel of land located along the
Pukalani Bypass Highway for $500,000. In 1995 land sales arising from four
transactions contributed a total of $3.4 million profit and cash flow.
The lower amount of income from land sales was the principal reason for
the reduction in operating profit from this segment. Accounting for Kaahumanu
Center Associates (KCA) by the equity method since April 30, 1995 also was a
major reason for lower revenue in 1996. For the first four months of 1995,
the financial statements of KCA were consolidated with the Company.
Kaahumanu Center produced substantially improved results in 1996 and the
Company's share of losses from KCA was $131,000 lower in 1996 compared to the
eight months ended December 31, 1995. Napili Plaza showed improved results
due to improved occupancy and tenant sales.
Kaahumanu Center's results were, however, lower than expected due to the
closing of several stores in conjunction with the rejection of leases through
tenant bankruptcies, together with lower than anticipated sales due to Maui's
slowly recovering economy. Most of these closings were part of the bankruptcy
proceedings of several hundred stores nationally and is not necessarily a
reflection of the center as a whole. Kaahumanu Center continued to attract new
national tenants including LensCrafters, Speedo, Florsheim, Benetton, Gymboree
and others.
Kaahumanu Center will face new competition from Maui Marketplace, a
major shopping center slated to open in Kahului during the first half of 1997.
While the new center will have some impact on sales initially, Kaahumanu
Center is well positioned as the dominant center on Maui.
Kaahumanu Center received the prestigious International Council of
Shopping Centers 1996 International Design & Development Award for Renovation
& Expansion of an Existing Project. The center also was recognized in
December of 1996 by the Hawaii Chapter of the International Council of
Shopping Centers as the Shopping Center of the Year.
In 1996, the Company participated in the ten-year updates for the County
of Maui's community plans for the West Maui and Makawao-Pukalani-Kula regions.
The Maui County Council approved the West Maui Community Plan in February
1996. The amended plan included a 150-acre expansion of the Kapalua Resort as
part of Project District 2. This is a 450-acre Project District in kapalua
which includes most of The Village Golf Course and is targeted by the Company
for longer term development. The amended plan also included the addition of a
single-family designation for 12 acres of the Company's land in Mahinahina,
which we plan to eventually develop into an employee housing subdivision. The
Makawao-Pukalani-Kula Community Plan was approved by the Maui County Council
in July 1996. Included in the amended community plan were the addition of
single-family designations for a total of 89 acres of Company owned land in
Pukalani and the business/commercial designation for an additional 4 acres of
land in Haliimaile. A portion of the lands designated single-family are
planned to be eventually developed into an employee housing subdivision. The
County of Maui's community plan designation is generally the initial
discretionary approval required in the lengthy governmental land entitlement
process and provides a roadmap for future development plans.
INDEPENDENT AUDITORS' REPORT
To the Stockholders and Directors of Maui Land & Pineapple Company, Inc.:
We have audited the accompanying consolidated balance sheets of Maui
Land & Pineapple Company, Inc. and its subsidiaries as of December 31, 1996
and 1995, and the related consolidated statements of operations and retained
earnings and of cash flows for each of the three years in the period ended
December 31, 1996. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of Kaptel Associates, the Company's investment in which was
previously accounted for by the equity method. The Company's share of losses
in excess of its investment in Kaptel Associates of $4,990,000 as of December
31, 1994, and its share of losses from Kaptel Associates of $4,119,000 for the
year ended December 31, 1994, are included in the accompanying financial
statements. The financial statements of Kaptel Associates were audited by
other auditors whose report has been furnished to us, and our opinion, insofar
as it relates to the amounts included for Kaptel Associates, is based solely
on the report of such other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, based on our audits and the report of the other auditors
for 1994, such consolidated financial statements present fairly, in all
material respects, the financial position of the Companies as of December 31,
1996 and 1995, and the results of their operations and their cash flows for
each of the three years in the period ended December 31, 1996 in conformity
with generally accepted accounting principles.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 7, 1997
(March 3, 1997 as to the fifth paragraph of Note 4)
<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1996 and 1995
<CAPTION>
1996 1995
(Dollars in Thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 453 $ 166
Accounts and notes receivable,
less allowance of $698 and $573 14,343 13,142
Inventories
Pineapple products 9,740 13,920
Real estate held for sale 339 340
Merchandise, materials and supplies 6,405 5,415
Prepaid expenses and other assets 4,028 3,571
-------- --------
Total Current Assets 35,308 36,554
-------- --------
NOTES RECEIVABLE--REAL ESTATE SALES 419 541
-------- --------
INVESTMENTS AND OTHER ASSETS 10,514 11,433
-------- --------
PROPERTY
Land 4,605 4,469
Land improvements 42,184 41,671
Buildings 47,991 47,625
Machinery and equipment 93,472 90,240
Construction in progress 2,747 1,170
-------- --------
Total property 190,999 185,175
Less accumulated depreciation 104,389 96,618
-------- --------
Net Property 86,610 88,557
-------- --------
TOTAL $132,851 $137,085
======== ========<PAGE>
<CAPTION>
1996 1995
(Dollars in Thousands)
<S> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 53 $ --
Capital lease obligations 1,201 1,263
Trade accounts payable 7,661 5,761
Payroll and employee benefits 4,235 3,658
Accrued interest 898 1,030
Other accrued liabilities 1,793 1,414
-------- --------
Total Current Liabilities 15,841 13,126
-------- --------
LONG-TERM LIABILITIES
Long-term debt 27,347 34,500
Capital lease obligations 1,551 1,727
Deferred income taxes 850 504
Accrued retirement benefits 21,983 22,594
Other noncurrent liabilities 7,246 5,764
-------- --------
Total Long-Term Liabilities 58,977 65,089
-------- --------
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock--no par value, 1,800,000 shares
authorized, 1,797,125 shares issued
and outstanding 12,318 12,318
Retained earnings 45,715 46,552
-------- --------
Stockholders' Equity 58,033 58,870
-------- --------
TOTAL $132,851 $137,085
======== ========
See Notes to Consolidated Financial Statements
</TABLE>
<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
1996 1995 1994
(Dollars in Thousands Except Per Share Amounts)
<S> <C> <C> <C>
REVENUES
Net sales $106,666 $ 91,227 $ 91,158
Operating revenue 28,062 30,104 30,760
Other income 1,607 4,246 3,964
-------- -------- --------
Total Revenues 136,335 125,577 125,882
-------- -------- --------
COSTS AND EXPENSES
Cost of goods sold 75,279 69,314 67,321
Operating expenses 24,030 24,315 23,853
Shipping and marketing 19,185 16,793 16,568
General and administrative 14,507 15,160 14,352
Equity in (earnings) losses
of joint ventures 882 (4,001) 4,844
Interest 3,575 7,021 5,682
-------- -------- --------
Total Costs and Expenses 137,458 128,602 132,620
-------- -------- --------
LOSS BEFORE INCOME TAX CREDIT (1,123) (3,025) (6,738)
INCOME TAX CREDIT (376) (1,466) (2,829)
-------- -------- --------
NET LOSS (747) (1,559) (3,909)
-------- -------- --------
RETAINED EARNINGS, BEGINNING OF YEAR 46,552 48,111 52,020
CASH DIVIDENDS DECLARED (90) -- --
-------- -------- --------
RETAINED EARNINGS, END OF YEAR 45,715 46,552 48,111
======== ======== ========
PER COMMON SHARE
Net Loss (.42) (.87) (2.18)
======== ======== ========
Cash Dividends $ .05 $ -- $ --
======== ======== ========
See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1996, 1995 and 1994
<CAPTION>
1996 1995 1994
(Dollars in Thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net Loss $ (747) $ (1,559) $ (3,909)
Adjustments to reconcile net loss to cash
provided by operating activities
Depreciation 8,606 10,202 10,851
Undistributed equity in (earnings)
losses of joint ventures 1,010 (3,850) 4,844
Gain on property disposals (812) (3,408) (2,966)
Deferred income taxes (389) (1,471) (851)
Increase in accounts receivable (1,105) (723) (469)
(Increase) decrease in refundable
income taxes (44) 1,392 6,054
Decrease in inventories 3,191 862 575
Increase (decrease) in
trade payables 1,602 573 (4,207)
Net change in other operating assets
and liabilities 442 124 1,614
-------- -------- --------
NET CASH PROVIDED BY
OPERATING ACTIVITIES 11,754 2,142 11,536
-------- -------- --------
INVESTING ACTIVITIES
Purchases of property (5,284) (5,679) (43,488)
Proceeds from surrender of
insurance policies 3,125 -- --
Proceeds from sale of property 845 3,469 3,062
Reimbursement from Kaahumanu
Center Associates 328 11,843 --
Payments for other investments 275 (3,260) (137)
-------- -------- --------
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (711) 6,373 (40,563)
-------- -------- --------
FINANCING ACTIVITIES
Payments of long-term debt (28,097) (25,515) (24,632)
Proceeds from long-term borrowings 18,800 16,388 56,558
Payments on capital lease obligations (1,369) (1,491) (1,853)
Dividends paid (90) -- --
-------- -------- --------
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (10,756) (10,618) 30,073
-------- -------- --------
NET INCREASE (DECREASE) IN CASH 287 (2,103) 1,046
CASH AT BEGINNING OF YEAR 166 2,269 1,223
-------- -------- --------
CASH AT END OF YEAR $ 453 $ 166 $ 2,269
======== ======== ========
Supplemental Disclosures of Cash Flow Information and Non-Cash Investing and Financing
Activities:
1. Cash paid (received) during the year (in thousands):
Interest (net of
amount capitalized) $ 3,751 $ 7,339 $ 5,753
Income taxes $ 301 $ (1,205) $ (7,967)
2. In 1995, the $4.7 million loan from Kaptel Associates to the Company was offset
against the cost of the related off-site improvements (see Note 3 to Consolidated
Financial Statements).
3. Effective April 30, 1995, the Employees' Retirement System of the State of Hawaii
converted its $30.6 million loan to an additional 49% ownership in Kaahumanu Center
Associates (see Note 3 to Consolidated Financial Statements).
4. Capital lease obligations of $1,092,000 in 1996 and $1,343,000 in 1994 were
incurred for new equipment.
See Notes to Consolidated Financial Statements.
</TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
CONSOLIDATION
The consolidated financial statements include the accounts of Maui Land
& Pineapple Company, Inc. and its wholly-owned subsidiaries, primarily Maui
Pineapple Company, Ltd. and Kapalua Land Company, Ltd. Significant
intercompany balances and transactions have been eliminated.
INVENTORIES
Inventories of tinplate, cans, ends and canned pineapple products are
stated at cost, not in excess of market value, using the dollar value last-in,
first-out (LIFO) method.
The costs of growing pineapple are charged to production in the year
incurred rather than deferred until the year of harvest. For financial
reporting purposes, each year's total cost of growing and harvesting pineapple
is allocated to products on the basis of their respective market values; for
income tax purposes, the allocation is based upon the weight of fruit included
in each product.
Real estate held for sale is stated at the lower of cost or fair value
less cost to sell.
Merchandise, materials and supplies are stated at cost, not in excess of
market value, using retail and average cost methods.
INVESTMENTS AND OTHER ASSETS
Cash surrender value of life insurance policies are reflected net of
loans against the policies.
Investments in joint ventures are accounted for using the equity method.
PROPERTY AND DEPRECIATION
Property is stated at cost. Major replacements, renewals and
betterments are capitalized while maintenance and repairs that do not improve
or extend the life of an asset are charged to expense as incurred. When
property is retired or otherwise disposed of, the cost of the property and the
related accumulated depreciation are written off and the resulting gains or
losses are included in income. Depreciation is provided over estimated useful
lives of the respective assets using the straight-line method.
POSTRETIREMENT BENEFITS
The Company's policy is to fund pension cost at a level at least equal
to the minimum amount required under federal law, but not more than the
maximum amount deductible for federal income tax purposes.
Deferred compensation plans for certain management employees provide for
specified payments after retirement. The present value of estimated payments
to be made are accrued over the period of active employment.
The estimated cost of providing postretirement health care and life
insurance benefits is accrued over the period employees render the necessary
services.
REVENUE RECOGNITION
Revenue from the sale of pineapple is recognized when title to the
product is transferred to the customer. The timing of the transfer of title
varies according to the shipping and delivery terms of the sale.
Sales of real estate are recognized as revenues in the period in which
sufficient cash has been received, collection of the balance is reasonably
assured and risks of ownership have passed to the buyer.
INTEREST CAPITALIZATION
Interest costs are capitalized during the construction period of major
capital projects.
ADVERTISING AND RESEARCH AND DEVELOPMENT
The cost of advertising and research and development activities are
expensed as incurred.
LEASES
Leases that transfer substantially all of the benefits and risks of
ownership of the property are accounted for as capital leases. Amortization
of capital leases is included in depreciation expense. Other leases are
accounted for as operating leases.
INCOME TAXES
The Company's provision for income taxes is calculated using the
liability method. Deferred income taxes are provided for all temporary
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Future actual amounts could differ from those estimates.
NET LOSS PER COMMON SHARE
Net loss per common share is computed using the weighted average number
of shares outstanding during the period.
2. INVENTORIES
The replacement cost of pineapple product inventories at year-end
approximated $22 million in 1996 and $26 million in 1995. In 1996 and 1995
there were partial liquidations of LIFO inventories; thus, cost of sales
included prior years' inventory costs which were lower than current costs.
Had current costs been charged to cost of sales, the net losses for 1996 and
1995 would have increased by $795,000 or $.44 per share and $54,000 or $.03
per share, respectively.
Pineapple product inventories were comprised of the following components
at December 31, 1996 and 1995:
1996 1995
(Dollars in Thousands)
Finished Goods $7,306 $11,631
Work In Progress 1,645 1,088
Raw Materials 789 1,201
------ -------
Total $9,740 $13,920
====== =======
3. INVESTMENTS AND OTHER ASSETS
Investments and Other Assets at December 31, 1996 and 1995 consisted of
the following:
1996 1995
(Dollars in Thousands)
Plantation Club Associates $ 2,961 $ 3,683
Cash Surrender Value of Life
Insurance Policies (net) 386 1,172
Deferred Costs 4,889 4,617
Other 2,278 1,961
------- -------
Total $10,514 $11,433
======= =======
Cash surrender values of life insurance policies are stated net of
policy loans totaling $892,000 at December 31, 1996 and $3,088,000 at December
31, 1995.
Deferred costs are primarily intangible predevelopment costs incurred
for the Kapalua Resort, which will be allocated to future development
projects.
PLANTATION CLUB ASSOCIATES
Plantation Club Associates (PCA) is an unincorporated joint venture
between Kapalua Land Company, Ltd. (Kapalua) and Rolfing Partners (Rolfing).
It was formed in 1988 to finance and develop a third 18-hole golf course and
two residential development projects at the Kapalua Resort. Kapalua and
Rolfing each contributed $9.3 million in cash to the joint venture. Kapalua
also contributed the fee interest in approximately 230 acres of land to be
used for the residential projects. Kapalua's basis in the land was nominal
and PCA did not assign any cost to the land contributed. Profits and losses
of the joint venture are allocated based on the estimated distributions to the
partners, which are 85% to Kapalua and 15% to Rolfing. The partnership
agreement requires that all major decisions receive unanimous approval of the
partners.
Summarized balance sheet information for PCA as of December 31, 1996 and
1995 and operating information for the three years ended December 31, 1996
follows:
1996 1995
(Dollars in Thousands)
Real estate inventories $2,608 $2,874
Other assets 1,351 1,925
------ ------
Total Assets 3,959 4,799
Less: Total Liabilities 547 551
------ ------
Partners' Capital $3,412 $4,248
====== ======
1996 1995 1994
Revenues $ 560 $ 672 $5,155
Costs and Expenses 397 481 5,965
------ ------ ------
Net Income (Loss) $ 163 $ 191 $ (810)
====== ====== ======
PCA's real estate inventories as of December 31, 1996 consists of three
residential lots in Plantation Estates Phase I and allocated planning and off-
site costs related to Plantation Estates Phase II.
Kapalua's pre-tax share of the joint venture's net income (loss) was
$128,000, $152,000, and $(766,000) for 1996, 1995 and 1994, respectively.
These amounts include expenses incurred by the Company related to the
investment (primarily amortization of capitalized interest cost). The Company
received cash distributions from PCA of $850,000, $465,000 and $1,716,000 in
1996, 1995 and 1994, respectively.
KAPTEL ASSOCIATES
Kapalua Investment Corp. (KIC), a wholly-owned subsidiary of Maui Land &
Pineapple Company, Inc., was a 25% general partner in Kaptel Associates, the
partnership that owned The Ritz-Carlton Kapalua Hotel. In February of 1995,
Kaptel defaulted on its $186 million non-recourse financing arrangement. NI
Hawaii Resorts, Inc. (NI), the major general partner, acquired the
indebtedness and on October 31, 1995, the partners of Kaptel concluded an
agreement to dissolve the partnership. KIC transferred its interest in the
partnership to NI.
Because of the dissolution agreement, the Company's equity in the losses
of Kaptel Associates recorded through June 30, 1995 were reversed in the third
quarter of 1995. The net reversal of these losses in 1995 of $4,990,000 was
recorded as a credit to equity in (earnings) loss of joint ventures. The
Company's share of the partnership's loss for 1994 was $4,119,000.
Summarized operating information for Kaptel Associates for the year
ended December 31, 1994 follows (in thousands):
Revenues $39,750
Costs and Expenses 56,226
--------
Net Loss $16,476
========
The Company leased the 36-acre hotel site to Kaptel under a long-term
lease. In 1990, the Company borrowed $4,750,000 from Kaptel for construction
of certain off-site improvements related to the hotel property. Principal and
interest payments on the loan were payable solely from rental income
receivable by the Company under the hotel ground lease. The lease was
renegotiated with the hotel owner, effective January 1, 1996. The
renegotiated lease subordinates the Company's fee interest to a $65 million
first mortgage and requires that ground rents be applied against the off-site
loan with any balance remaining on the loan at January 1, 1999 to be canceled.
For accounting purposes, the off-site loan was offset against the cost of the
off-site improvements as of December 31, 1995, and the Company will not
recognize any income from the ground lease until January 1, 1999.
KAAHUMANU CENTER ASSOCIATES
In June 1993 Kaahumanu Center Associates (KCA) was formed to finance the
expansion and renovation of and to own and operate 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. The
Company contributed the then existing shopping center, subject to a first
mortgage, and approximately nine acres of adjacent land. ERS contributed
$312,000 and made a $30.6 million loan to the partnership. The remainder of
the construction cost was funded principally by bank loans.
The expansion and renovation was substantially complete by the end of
November of 1994. Effective April 30, 1995, the ERS converted its $30.6
million loan to an additional 49% ownership in KCA. Effective with the
conversion of the ERS loan, the Company and ERS each have a 50% interest in
KCA and the Company has accounted for its investment in KCA by the equity
method. Prior to the conversion, the financial statements of KCA were
consolidated with those of the Company.
The Company has a long-term agreement with KCA to manage the Kaahumanu
Center. The agreement provides for certain performance tests, which if not
met could result in termination of the agreement. KCA does not have any
employees. As such the Company provides all on-site and administrative
personnel and also incurs other costs and expenses, primarily insurance and
real property taxes, which are reimbursable by KCA. The Company generates a
portion of the electricity used by Kaahumanu Center. In 1996 reimbursements
from KCA for payroll and other costs and expenses totaled $2,391,000 and the
Company charged KCA $2,621,000 for electricity and management fees. For the
eight months ended December 31, 1995, reimbursements for payroll and other
costs and expenses totaled $1,512,000 and charges by the Company for
electricity and management fees totaled $1,695,000. At December 31, 1996 and
1995, $630,000 and $843,000, respectively, were due to the Company from KCA
for management fees, electricity and reimbursable costs.
Summarized balance sheet information for KCA as of December 31, 1996 and
1995 and operating information for the year ended December 31, 1996 and for
the eight months ended December 31, 1995 follows:
1996 1995
(Dollars in Thousands)
Current assets $ 701 $ 1,402
Property and equipment, net 75,581 77,793
Other assets, net 5,461 5,976
------- --------
Total Assets 81,743 85,171
======= ========
Current liabilities 1,742 1,832
Noncurrent liabilities 63,226 64,011
------- --------
Total Liabilities 64,968 65,843
======= ========
Partners' Capital 16,775 19,328
======= ========
Revenues 13,677 8,991
Costs and Expenses 15,697 11,272
------- --------
Net Loss $ 2,020 $ 2,281
======= ========
The Company's share of losses from KCA was $1,010,000 and $1,141,000,
respectively, for 1996 and for the eight months ended December 31, 1995. ERS
and the Company each have a 9% cumulative, non-compounded priority right to
cash distributions based on their net contributions to the partnership
(preferred return). For the purpose of calculating preferred returns, each
partner's capital contribution had an agreed upon value of $30.9 million on
May 1, 1995. The Company's preferred return is subordinate to the ERS
preferred return. As of December 31, 1996, the accumulated unpaid preferred
return was $3.9 million each for ERS and the Company. Pursuant to cash calls,
the partners each contributed $357,000 to the partnership in January of 1997.
The Company's investment in KCA is a negative $6.3 million at December
31, 1996, and is included in other noncurrent liabilities. The negative
balance is a result of recording the Company's initial contribution in 1993 at
net book value of the assets contributed, reduced by the related debt. In
1995, $1.3 million owing to the Company by KCA was considered a capital
contribution. This amount was reduced in 1996 by $533,000 for items which
would have impacted the previous amount owing, including a payment of $328,000
to the Company.
4. BORROWING ARRANGEMENTS
Short-term bank lines of credit available to the Company at December 31,
1996 were $2 million. These lines provide for interest at the prime rate
(8.25% at December 31, 1996) plus 3/4% to 1%. There were no borrowings under
these lines at December 31, 1996, but a $600,000 letter of credit has been
reserved against these lines to secure the Company's portion of insurance
claims administered by an insurance company.
During 1996, 1995 and 1994, the Company had average borrowings
outstanding of $36.5 million, $67.6 million, and $114.2 million, respectively,
at average interest rates of 8.9%, 9.7%, and 8.5%, respectively.
Long-term debt at December 31, 1996 and 1995 consisted of the following
(interest rates represent the rates at December 31):
1996 1995
(Dollars in Thousands)
Revolving credit agreement, 8.25% and 8.75% $ 2,400 $14,500
Senior unsecured notes, 8.86% 20,000 20,000
Mortgage loan, 8.25% 5,000 --
------- -------
Total 27,400 34,500
Less portion classified as current 53 --
------- -------
Long-term debt $27,347 $34,500
======= =======
The Company has a revolving credit agreement with participating banks
under which it may borrow up to $15 million in revolving loans through
December 31, 1997. Amounts outstanding at that date may, at the Company's
option, be converted to a three-year term loan payable in six equal semi-
annual installments. The entire outstanding balance has been reflected as
long-term because the Company intends to continue such borrowings under this
or other arrangements for more than one year. The available commitment reduces
by 75% of the after-tax net proceeds from any sale of real estate. Commitment
fees of 1/4% are payable on the unused portions of this credit line. At
December 31, 1996, the interest rate on this loan was at the prime rate. The
agreement contains certain financial covenants, including the maintenance of
consolidated net worth and working capital at certain levels and limits on the
incurrence of other indebtedness and capital expenditures. The loan is
collateralized by the Company's three golf courses at the Kapalua Resort. The
agreement does not allow for the declaration of dividends except for the
amount which was declared with respect to earnings through the third quarter
of 1996.
In September 1993 the Company concluded a private placement of $20
million in ten-year, 8.86% senior unsecured notes. Mandatory annual principal
payments of 20% of the original principal amount will begin in 1999. The
agreement includes certain financial covenants which are similar to, but
somewhat more restrictive than the Company's revolving credit agreement,
including a formula permitting payment of dividends. This formula did not
allow for the amount of dividend which was declared with respect to earnings
through the third quarter of 1996 and as of December 31, 1996, the Company was
in default of this provision of the note agreement. The lender subsequently
waived the dividend restriction with respect to this dividend.
The mortgage loan is collateralized by the Napili Plaza shopping center
and matures on December 31, 2005. Payments are based on a 25-year
amortization. The interest rate, presently fixed at 8.25%, will be adjusted
as of January 1, 2000 and January 1, 2003.
Maturities of long-term debt during the next five years, from 1997
through 2001, are as follows: $53,000, $862,000, $4,867,000, $4,872,000,
$4,079,000.
5. POSTRETIREMENT BENEFITS
The Company has defined benefit pension plans covering substantially all
regular employees. Pension benefits are based primarily on years of service
and compensation levels.
The projected benefit obligations were determined using discount rates
of 8% and 7% as of December 31, 1996 and 1995, respectively, and compensation
increases ranging up to 4.5%. The expected long-term rate of return on assets
was 8% for 1996 and 1995. The assets of the plans consist primarily of
stocks, bonds, real estate and short-term investments.
Net pension cost for 1996, 1995 and 1994 included the following
components:
1996 1995 1994
(Dollars in Thousands)
Service cost--benefits earned during
the year $ 982 $ 882 $1,078
Interest cost on projected benefit obligation 2,190 2,076 1,963
Actual return on plan assets (3,117) (5,294) 490
Net amortization and deferral 258 2,863 (3,070)
------ ------ -------
Net pension expense $ 313 $ 527 $ 461
====== ====== =======
<TABLE>
The following table sets forth the funded status of the pension plans and the
amounts recognized in the balance sheets at December 31:
<CAPTION>
1996 1995
Assets Accumulated Assets Accumulated
Exceed Benefits Exceed Benefits
Accumulated Exceed Accumulated Exceed
Benefits Assets Benefits Assets
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Actuarial present value of benefit obligations
Vested benefits $25,086 $ 1,243 $26,543 $ 1,215
Nonvested benefits 256 79 302 90
------- ------- ------- -------
Accumulated benefit 25,342 1,322
obligation 26,845 1,305
Effect of assumed increase in
compensation levels 2,670 320 3,825 284
------- ------- ------- -------
Projected benefit obligation for
services rendered to date 28,012 1,642 30,670 1,589
Assets of plans at fair value 32,216 776 29,996 663
------- ------- ------- -------
Assets over (under) projected
benefit obligation 4,204 (866) (674) (926)
Unrecognized net (gain) loss (272) 168 4,290 176
Unrecognized net transition
(asset) obligation (2,787) 421 (3,350) 448
Unrecognized prior service cost 298 67 351 75
Adjustment required to
recognize minimum liability -- (336) -- (415)
------- ------- ------- -------
Pension asset (liability)
recognized in
balance sheets $ 1,443 $ (546) $ 617 $ (642)
======= ======= ======= =======
</TABLE>
The Company has an Employee Stock Ownership Plan (ESOP) for non-
bargaining salaried employees and bargaining unit clerical employees of Maui
Pineapple Company, Ltd. Since December of 1993, the 205,533 shares originally
sold to the ESOP in 1979 have all been allocated to participants' accounts.
Contributions to the ESOP are payable in cash or in shares of Company stock.
A contribution of $574,000 was paid in 1994. The Company made no
contributions to the ESOP in 1996 or 1995.
The Company has a contributory, defined contribution plan covering all
non-bargaining salaried employees and bargaining unit clerical employees of
Maui Pineapple Company, Ltd. The participants may elect to make pretax
contributions to the plan. The Company can also elect to contribute, but made
no contributions to the plan in 1996, 1995 or 1994.
In addition to providing pension benefits, the Company provides certain
health care and life insurance benefits to substantially all retirees. The
net periodic cost of these benefits for 1996, 1995 and 1994 consisted of the
following components:
<TABLE>
<CAPTION>
1996 1995 1994
(Dollars in Thousands)
<S> <C> <C> <C>
Service cost $ 328 $ 337 $ 433
Interest cost 1,012 985 1,056
Actual return on plan assets -- -- 59
Net amortization and deferral (371) (374) (219)
------ ------ ------
Net expense $ 969 $ 948 $1,329
====== ====== ======
</TABLE>
<TABLE>
<CAPTION>
The funded status of these plans as of December 31, 1996 and 1995 was as follows:
1996 1995
(Dollars in Thousands)
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $ 6,901 $ 6,970
Fully eligible active
plan participants 2,576 3,159
Other active plan participants 4,136 4,897
------- -------
Accumulated postretirement
benefit obligation 13,613 15,026
Unrecognized prior service cost 1,619 1,766
Unrecognized net gain 4,033 2,272
------- -------
Accrued postretirement benefit obligation
recognized in balance sheets $19,265 $19,064
======= =======
</TABLE>
Measurements of the accumulated postretirement benefit obligation as of
December 31, 1996 and 1995 were determined using discount rates of 8% and 7%,
respectively, and compensation increases ranging up to 4.5%.
The accumulated postretirement benefit obligation as of December 31,
1996 and 1995 was determined using a health care cost trend rate of 10% in
1995, decreasing by .5% each year from 1995 through 2004 and 5% thereafter.
The effect of a 1% annual increase in these assumed cost trend rates would
increase the accrued postretirement benefit obligation by approximately
$2,254,000 as of December 31, 1996 and the aggregate of the service and
interest cost for 1996 by approximately $260,000 .
6. REAL ESTATE SALES
Other income for 1996, 1995 and 1994 includes $700,000, $3.4 million,
and $3 million, respectively, attributable to real estate sales.
7. LEASES
LESSEE
The Company has capital leases, primarily on equipment used in pineapple
operations, which expire at various dates through 2001. At December 31, 1996
and 1995, property included capital leases of $5,842,000 and $10,452,000,
respectively (accumulated depreciation of $906,000 and $5,840,000,
respectively). Future minimum rental payments under capital leases aggregate
$3,068,000 (including $316,000 representing interest) and are payable during
the next five years (1997 to 2001) as follows: $1,405,000, $947,000,
$387,000, $172,000 and $157,000.
The Company also has various operating leases, primarily for land used
in pineapple operations, which expire at various dates through 2012. A major
operating lease covering approximately 1,500 acres used primarily for
Pineapple operations expires on December 31, 1999. Total rental expense under
operating leases was $736,000 in 1996, $818,000 in 1995, and $837,000 in 1994.
Future minimum rental payments under operating leases aggregate $2,253,000 and
are payable during the next five years (1997 to 2001) as follows: $637,000,
$515,000, $408,000, $125,000, $58,000, respectively, and $510,000 thereafter.
LESSOR
The Company leases land and land improvements, primarily to the hotels
at Kapalua, and buildings, primarily to retail tenants. The leases generally
provide for minimum rents and, in most cases, percentage rentals based on
tenant revenues. In addition, the leases generally provide for reimbursement
of common area maintenance and other expenses. Total rental income under
these operating leases was as follows:
1996 1995 1994
(Dollars in Thousands)
Minimum rentals $2,370 $4,569 $5,323
Percentage rentals 738 1,235 2,048
------ ------ ------
Total $3,108 $5,804 $7,371
====== ====== ======
Property at December 31, 1996 and 1995 includes leased property of
$18,643,000 and $18,617,000, respectively (accumulated depreciation of
$8,009,000 and $7,402,000, respectively).
Future minimum rental income aggregates $8,524,000 and is receivable
during the next five years (1997 to 2001) as follows: $1,629,000, $1,366,000,
$911,000, $768,000, $469,000, respectively, and $3,381,000 thereafter.
8. INCOME TAXES
The components of the income tax provision (credit) were as follows:
1996 1995 1994
(Dollars in Thousands)
Current
Federal $ 51 $ 32 $(1,674)
State (38) (27) (304)
------- ------- -------
Total 13 5 (1,978)
------- ------- -------
Deferred
Federal (379) (1,197) (544)
State (10) (274) (307)
------- ------- -------
Total (389) (1,471) (851)
------- ------- -------
Total provision (credit) $ (376) $(1,466) $(2,829)
======= ======= =======
A reconciliation between the total provision (credit) and the amount
computed using the statutory federal rate of 34% follows:
1996 1995 1994
(Dollars in Thousands)
Federal provision (credit) at
statutory rate $ (382) $(1,028) $(2,291)
Adjusted for
State income tax credits--
net of effect on
federal income taxes (19) (192) (350)
Appreciated property donation -- (228) --
Other 25 (18) (188)
------- ------- -------
Total income tax credit $ (376) $(1,466) $(2,829)
======= ======= =======
Deferred tax assets and liabilities were comprised of the following
types of temporary differences as of December 31, 1996 and 1995:
1996 1995
(Dollars in Thousands)
Accrued retirement benefits $ 7,440 $ 7,671
Net operating loss carryforward 3,366 4,237
Minimum tax credit carryforward 2,709 2,552
Accrued liabilities 1,224 1,232
Allowance for doubtful accounts 264 219
Inventory 87 --
------- -------
Total deferred tax assets 15,090 15,911
------- -------
Deferred condemnation proceeds (6,507) (6,580)
Property net book value (4,729) (4,983)
Income from partnerships (1,796) (2,095)
Charitable contributions (1,357) (1,311)
Pineapple marketing costs (624) (815)
Inventory -- (461)
Other (64) (42)
------- -------
Total deferred tax liabilities (15,077) (16,287)
------- -------
Net deferred tax asset (liability) $ 13 $ (376)
======= =======
At December 31, 1996 the Company had federal income tax net operating
loss carryforwards of approximately $8 million, which expire in 2009. The
Company also had federal minimum tax credit carryforwards of $2.7 million.
The Company's federal income tax returns for 1989 through 1994 are under
examination by the Internal Revenue Service. The revenue agent's report on
these years has not yet been issued and the Company cannot predict the outcome
of these examinations.
9. INTEREST CAPITALIZATION
Interest cost incurred in 1996, 1995 and 1994 was $3,633,000, $7,043,000
and $10,208,000, respectively, of which $58,000, $22,000 and $4,526,000,
respectively, was capitalized.
10. RESEARCH AND DEVELOPMENT
Research and development expenses totaled $489,000 in 1996, $410,000 in
1995 and $375,000 in 1994.
11. CONTINGENCIES AND COMMITMENTS
There are various claims and legal actions pending against the Company.
In the opinion of management, after consultation with legal counsel, the
resolution of these matters will not have a material adverse effect on the
Company's financial position or results of operations. At December 31, 1996,
the Company had commitments under signed contracts of $6.6 million.
The Company has guaranteed the payment of up to $10 million of debt
service for Kaahumanu Center Associates. The guaranty will be released by the
lender when Kaahumanu Center attains a defined level of net operating income.
In September 1996 the owners of the Kapalua Bay Hotel sold the hotel to
a third party. In connection with this transaction, the Company granted the
buyers an option to purchase a 50% interest in 12 acres adjacent to the hotel
for $4 million. The option expires in April 1997. Upon exercise of the
option, the Company and the buyers have agreed that they will negotiate the
structure and terms of an entity to own, develop and sell the parcel.
12. CONCENTRATIONS OF CREDIT RISK
A substantial portion of the Company's trade receivables result from
sales of pineapple products, primarily to food distribution customers in the
United States. Credit is extended after evaluating creditworthiness and no
collateral is generally required from customers. Notes receivable result
principally from sales of real estate in Hawaii and are collateralized by the
property sold.
13. DISCLOSURE ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
Except as indicated below, the carrying amount is considered to be the
fair value of financial instruments. The following methods and assumptions
were used to estimate the fair value of certain financial instruments:
Notes and Interest Receivable:
The fair value of these assets was estimated based on rates currently
available for similar types of transactions.
Long-Term Debt and Accrued Interest:
The fair value of these liabilities was estimated based on rates
currently available to the Company for debt with similar terms and remaining
maturities.
The estimated fair values for these financial instruments at December
31, 1996 and 1995 were as follows:
1996 1995
(Dollars in Thousands)
Carrying Fair Carrying Fair
Amount Value Amount Value
Notes and Interest Receivable $ 697 $ 563 $ 891 $ 830
Long-Term Debt and Accrued Interest $29,189 $29,751 $38,618 $36,935
14. RECLASSIFICATIONS
Certain amounts for prior years have been reclassified to conform with the
presentation for the current year.
15. BUSINESS SEGMENTS
The Company's principal activities are Pineapple, Resort and Commercial
& Property. Inter-segment sales were insignificant.
Pineapple includes growing pineapple, canning pineapple in tin-plated
steel containers fabricated by the Company, and marketing canned and fresh
pineapple products.
Resort includes the development and sale of real estate, property
management and the operation of recreational and retail facilities and utility
companies at Kapalua on Maui. It also includes the Company's investments in
Plantation Club Associates and Kaptel Associates (through 1995).
Commercial & Property includes Kaahumanu Center (investment in Kaahumanu
Center Associates, effective May 1, 1995), Napili Plaza shopping center and
non-resort property rentals and sales. It also includes the Company's land
entitlement and management activities.
"Operating Profit (Loss)" is total revenues less all expenses except
corporate expenses, interest expense and income taxes. Assets identifiable by
activity are those assets used in the operations of each activity.
Neither total export sales nor sales to any single customer exceeded 10%
of consolidated revenues.
1996 1995 1994
(Dollars in Thousands)
Revenues
Pineapple $ 95,700 $ 81,052 $ 81,044
Resort 35,676 34,330 34,109
Commercial & Property(3) 4,850 10,123 10,617
Corporate 109 72 112
-------- -------- --------
Total Revenues 136,335 125,577 125,882
======== ======== ========
Operating Profit (Loss)
Pineapple 4,007 (3,548) (867)
Resort (1) 2,190 7,338 (2,203)
Commercial & Property (2)(3) 105 3,312 5,151
-------- -------- --------
Total Operating Profit (Loss) 6,302 7,102 2,081
-------- -------- --------
Corporate Expenses--Net (3,850) (3,106) (3,137)
Interest Expense (3,575) (7,021) (5,682)
-------- -------- --------
Loss Before Income Tax Credit (1,123) (3,025) (6,738)
======== ======== ========
Depreciation
Pineapple 4,943 5,112 5,561
Resort 3,050 3,492 3,689
Commercial & Property 415 1,355 1,309
Corporate 198 243 292
-------- -------- --------
Total Depreciation 8,606 10,202 10,851
======== ======== ========
Capital Expenditures
Pineapple 4,657 1,442 1,148
Resort 1,699 975 1,851
Commercial & Property 2 634 40,427
Corporate 341 243 75
-------- -------- --------
Total Capital Expenditures 6,699 3,294 43,501
======== ======== ========
Identifiable Assets
Pineapple 65,663 66,877 71,343
Resort 54,668 57,462 64,415
Commercial & Property 8,102 8,405 94,475
Corporate 4,418 4,341 5,178
-------- -------- --------
Total Assets $132,851 $137,085 $235,411
======== ======== ========
(1) Resort operating profit (loss) includes the Company's equity in the
earnings (loss) of Plantation Club Associates of $128,000 for 1996,
$152,000 for 1995, and $(766,000) for 1994. Resort operating profit
(loss) also includes the Company's equity in the loss of Kaptel
Associates of $4,119,000 for 1994 and the reversal of previous equity in
losses of $4,990,000 in 1995.
(2) Commercial & Property includes the Company's equity in the losses of
Kaahumanu Center Associates of $1,010,000 for 1996 and $1,141,000 for
the eight months ended December 31, 1995. Prior to April 30, 1995,
Kaahumanu Center was consolidated in the Company's financial statements.
(3) Commercial & Property includes gains on property sales of $700,000 in
1996, $3.4 million in 1995 and $3 million in 1994.
COMMON STOCK
The Company paid a dividend of five cents per share in the fourth
quarter of 1996. The terms of loan agreements restrict the Company from
declaring future dividends.
At February 3, 1997, there were 388 shareholders of record.
Stock is traded over the counter nationally. The range of common stock
bid prices which follow were supplied by the National Quotation Bureau
Incorporated. The quotes reflect inter-dealer prices and do not include
retail markup, markdown or commission and may not necessarily represent actual
transactions.
First Second Third Fourth
Quarter Quarter Quarter Quarter
1996 High 48 46.5 44.5 47
Low 46 43.5 43.5 40
1995 High 52 52 51 52
Low 40 38 39 30
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
1996 1995 1994 1993 1992
(Dollars in Thousands Except Per Share Amounts)
<S> <C> <C> <C> <C> <C>
FOR THE YEAR
Summary of Operations
Revenues ` $136,335 $125,577 $125,882 $131,172 $147,049
Cost of goods sold 75,279 69,314 67,321 84,932 81,147
Operating expenses 24,030 24,315 23,853 22,577 20,762
Shipping and marketing 19,185 16,793 16,568 17,673 15,917
General and
administrative 14,507 15,160 14,352 18,657 16,578
Equity in (earnings) losses
of joint ventures 882 (4,001) 4,844 1,018 11
Interest expense 3,575 7,021 5,682 4,797 4,031
Income taxes (credits) (376) (1,466) (2,829) (7,423) 2,183
Income (loss) before cumulative effect of
accounting changes (747) (1,559) (3,909) (11,059) 6,420
Cumulative effect of
accounting changes -- -- -- -- (7,673)
Net Loss (747) (1,559) (3,909) (11,059) (1,253)
Per Common Share
Income (loss) before cumulative effect of
accounting changes (.42) (.87) (2.18) (6.15) 3.57
Cumulative effect of
accounting changes -- -- -- -- (4.27)
Net Loss (.42) (.87) (2.18) (6.15) (.70)
Pro Forma Amounts Assuming
Inventory Accounting Principle
was Applied Retroactively (1)
Net Loss -- -- -- -- (2,138)
Net Loss Per
Common Share -- -- -- -- (1.19)
Other Data
Cash dividends
Amount 90 -- -- 1,348 1,797
Per common share .05 -- -- .75 1.00
Depreciation $ 8,606 $ 10,202 $ 10,851 $ 10,315 $ 9,774
Return on beginning
stockholders' equity (1.3%) (2.6%) (6.1%) (14.5%) (1.6%)
Percent of net loss
to revenues (.5%) (1.2%) (3.1%) (8.4%) (0.9%)
AT YEAR END
Current assets less
current liabilities (2) $ 19,467 $ 23,428 $ (1,097) $ 29,398 $ 26,233
Ratio of current assets
to current liabilities (2) 2.23 2.78 .97 2.47 2.33
Property, net of
depreciation (3) $ 86,610 $ 88,557 $180,194 $148,774 $121,045
Total assets (3) 132,851 137,085 235,411 211,588 177,544
Long-term debt and
capital leases (3) 28,898 36,227 99,180 96,108 60,569
Stockholders' equity
Amount 58,033 58,870 60,429 64,321 76,187
Per common share $ 32.29 $ 32.76 $ 33.63 $ 35.79 $ 42.40
Common shares outstanding 1,797,125 1,797,125 1,797,125 1,797,125 1,797,125
</TABLE>
(1) In 1992, the Company adopted a change in the method of accounting for
tinplate, cans, ends and canned pineapple. These inventories, which
were previously accounted for under a single-pool LIFO method, were
split into two pools - one for tinplate, empty cans and ends and another
for finished goods.
(2) At December 31, 1994, current liabilities exceeded current assets
because borrowings totaling $27.8 million on a revolving credit
commitment were classified as current. The commitment has since been
amended and borrowings under this line were classified as noncurrent at
December 31, 1996 and 1995.
(3) Property, net of depreciation, total assets and long-term debt and
capital leases decreased in 1995 primarily because, as of April 30,
1995, the Company no longer consolidated Kaahumanu Center Associates
(see Note 3 to Consolidated Financial Statements).
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
RESULTS OF OPERATIONS
1996 vs. 1995
CONSOLIDATED
For the year 1996 the Company reported a net loss of $747,000 compared
to a net loss of $1.6 million for 1995. Operating results from the Company's
Pineapple operations improved by $7.5 million in 1996 compared to 1995.
However, 1995 included $5 million of income representing the reversal of the
Company's prior years equity in losses of Kaptel Associates (see Note 3 to
Consolidated Financial Statements). Also offsetting the improved 1996 results
from Pineapple operations was lower income from land sales, which was $700,000
in 1996 compared to $3.4 million in 1995.
General and administrative expenses decreased by 4% in 1996 compared to
1995. The decrease was largely a result of accounting for Kaahumanu Center
Associates (KCA) by the equity method since May 1, 1995. Prior to that time,
the financial statements of KCA were consolidated with those of the Company
(see Note 3 to Consolidated Financial Statements). Partially offsetting this
decrease were higher expenses for outside consultants and increased
employment-related costs as a result of wage adjustments and additional
employees.
Interest expense decreased by 49% in 1996 as a result of lower average
borrowings and lower average rates. For the first four months of 1995, the
Company's consolidated debt was higher by approximately $75 million as a
result of financing arrangements for Kaahumanu Center. This was the primary
reason for higher average borrowings and rates in 1995.
PINEAPPLE
Revenue from Pineapple was $96 million in 1996 compared to $81 million
in 1995. In 1996, Pineapple operations contributed an operating profit of $4
million compared to an operating loss of $3.5 million for 1995. Increased
case sales volume (the number of cases sold) provided an $8 million revenue
increase; higher prices also resulted in revenue increases of $8 million. A
change in the mix of products sold, lower fresh fruit sales and other income
resulted in a $1 million net revenue decline.
Higher cost of sales in 1996 resulted primarily from increased sales
volume. Production costs were higher in 1996 because of lower quality fruit
in the fourth quarter as a result of unfavorable weather conditions. Lower
quality fruit reduces the recovery (the amount of saleable product per ton of
fruit processed) and thereby increases the unit cost of the product. In 1996
and 1995 there were partial liquidations of LIFO inventories, which resulted
in lower costs from prior years being included in cost of sales. Cost of
sales for 1996 and 1995 would have been higher by $1,281,000 and $104,000,
respectively, based on current production costs for the respective years.
Shipping and marketing costs increased in 1996 due to the higher volume
of sales, increased marketing and promotional efforts and higher surface and
ocean freight costs.
RESORT
In 1996 the Resort segment contributed revenue of $35.7 million compared
to $34.3 million in 1995. Operating profit for 1996 was $2.2 million compared
to $7.3 million for 1995. In 1995 the Resort operating profit included $5
million representing the reversal of the Company's equity in prior years
losses of Kaptel Associates (see Note 3 to Consolidated Financial Statements).
Operating profit from Resort ongoing operations declined in 1996 compared to
1995, largely reflecting lower revenues from commercial leasing, golf and
membership operations, coupled with increased costs and expenses. Partially
offsetting these declines were increased operating profits from The Kapalua
Villas and the water and sewer utility operations. Overall costs and expenses
related to ongoing resort operations increased by $1.6 million, of which over
50% represented higher labor costs. Marketing expenses were higher, primarily
as a result of new advertising initiatives which began in 1996. Other costs
and expenses were largely commensurate with corresponding revenues.
In September of 1996 the number of condominium units in The Kapalua
Villa program increased by 79 units as a result of an agreement for the
Company to take over management of units previously managed by the Kapalua Bay
Hotel. This operation contributed revenue increases of 39% in 1996.
Merchandise sales increased by 4%. Revenues from the water and sewer
utilities increased by 48% as a result of the Public Utility Commission's
approval of rate increases. Lower revenue from Resort golf operations and
decreased land lease revenue partially offset these increases. The number of
paid golf rounds increased in 1996. However lower average rates resulted in a
decrease in total revenue from golf operations. Maturation of the membership
program resulted in a decrease in initiation fees that was not offset by
increases in annual dues. Revenue from land leases declined because of
renegotiation of the leases for the land underlying The Ritz-Carlton Kapalua
(see Note 3 to Consolidated Financial Statements), and the Kapalua Bay Hotel
(see following discussion of Liquidity, Capital Resources and Other).
COMMERCIAL & PROPERTY
The Commercial & Property segment contributed revenue of $4.9 million in
1996 compared to $10.1 million in 1995. The net result was an operating
profit in 1996 of $105,000 compared to an operating profit of $3.3 million in
1995. Costs and expenses charged to this segment were $4.7 million in 1996
compared to $6.8 million for 1995.
Revenue and operating profit for 1996 included two land sales totaling
$700,000 compared to $3.4 million of land sales in 1995. Land sales in 1995
included $1.8 million from the State of Hawaii for the land taken under
condemnation for the King Kekaulike High School and sales of three other
parcels for $1.6 million.
Excluding results from land sales, the decrease in revenue and costs and
expenses from this segment was primarily the result of accounting for
Kaahumanu Center Associates (KCA) by the equity method since April 30, 1995.
Prior to that time, the results of KCA were consolidated with the Company (see
Note 3 to Consolidated Financial Statements).
In 1996 the loss produced by Kaahumanu Center was reduced by 48%
compared to results for the year 1995. The Company's equity in the losses of
KCA were $131,000 lower in 1996 compared to 1995.
1995 vs. 1994
CONSOLIDATED
The Company reported a consolidated net loss of $1.6 million for 1995.
For 1994 the Company incurred a consolidated net loss of $3.9 million. The
primary reason for the reduced loss in 1995 was the reversal of the Company's
previous equity in losses of Kaptel Associates. In October 1995, the Company
transferred its interest in Kaptel to the major general partner and reversed
losses, recorded through June 30, 1995, into income in the third quarter of
1995 (see Note 3 to Consolidated Financial Statements). Income from the
reversal of these losses was partially offset by a higher operating loss from
the Company's Pineapple operations and lower operating profits from ongoing
Resort operations and the Commercial & Property segment.
General and administrative expenses increased by approximately 5.6%,
largely due to higher bad debt and workers compensation expenses. These
increases were partially offset by lower expenses for postretirement medical
costs, primarily as a result of changes in medical inflation assumptions.
Interest expense increased by 24% in 1995 compared to 1994. The
increase was primarily the result of a high debt level for the first four
months of 1995 arising from the Kaahumanu Center expansion project (see Note 3
to Consolidated Financial Statements) and higher average interest rates.
PINEAPPLE
Revenue from Pineapple was $81 million for 1995, approximately the same
as 1994 as higher average prices in 1995 were offset by lower case volume of
sales. Higher average prices in 1995 resulted in revenue increases of
approximately $4.2 million. Reductions in case sales volume and lower fresh
fruit sales offset the higher prices.
The operating loss from Pineapple operations increased from $867,000 in
1994 to $3.5 million in 1995. The higher operating loss in 1995 resulted from
higher production costs and from increased general and administrative costs.
Shipping and selling expense for 1995 was about the same as in 1994 as
lower sales volume was offset by an increase in ocean freight rates.
Higher production costs in 1995 were largely due to hot, dry weather
conditions which resulted in smaller than normal, porous fruit. This lower
quality fruit reduced pineapple yields (tons per acre) and recoveries (cases
per ton), which in turn increased per unit production costs. In 1995, there
was a partial liquidation of LIFO inventories, which resulted in lower costs
from prior years being included in cost of sales. Cost of sales for 1995
would have been higher by $104,000 based on current production costs.
RESORT
Revenue from the Kapalua Resort was $34.3 million in 1995 compared to
$34.1 million in 1994. The segment contributed an operating profit of $7.3
million in 1995 compared to an operating loss of $2.2 million in 1994.
Operating profit for 1995 included $5 million representing the reversal of the
Company's equity in prior years losses of Kaptel Associates. The operating
loss for 1994 included a $4.1 million loss from Kaptel Associates. Plantation
Club Associates contributed $152,000 to operating profit for 1995 while the
Resort's share of the loss for 1994 was $766,000.
Costs and expenses attributable to Resort's ongoing operations increased
by $869,000 in 1995 compared to 1994 due partially to higher expenses related
to commercial leases and to increased marketing and general and administrative
expenses. Other costs and expenses fluctuations were commensurate with
corresponding revenues.
Resort occupancies were about the same in 1995 compared to 1994.
Merchandise sales were lower by 2%. Revenue from the Resort membership
program decreased by 34% and real estate sales commissions declined by 45%.
These declines were offset by increased revenues from golf operations and The
Kapalua Villas. Paid rounds of golf decreased by 2%, but overall revenue from
golf operations increased because of higher average rates. The number of
occupied rooms at The Kapalua Villas increased by 10% and revenue increased by
12%.
COMMERCIAL & PROPERTY
Revenue from the Commercial & Property segment was $10.1 million in 1995
compared to $10.6 million in 1994. Operating profit for 1995 decreased by
$1.8 million, from $5.1 million in 1994 to $3.3 million in 1995. Included in
1995 is revenue and operating profit from land sales of $3.4 million, compared
to $3 million in 1994.
Excluding results from land sales, revenue from this segment decreased
by $944,000. The primary reason for this decrease in revenue was the result
of exclusion of Kaahumanu Center Associates (KCA) from the Company's
consolidated financial statements since May 1995.
As of April 30, 1995, the Employees Retirement System of the State of
Hawaii converted its $30.6 million loan to KCA to an additional 49% equity
interest in the partnership. Accordingly, as of April 30, 1995, the Company
no longer consolidated KCA and instead accounted for the investment by the
equity method.
Costs and expenses related to this segment increased by $1.3 million,
including $1.1 million representing the Company's loss from KCA for the eight
months ended December 31, 1995. The loss and increased expenses from Kaahumanu
Center largely related to interest and depreciation expenses as a result of
the expansion and renovation of Kaahumanu Center.
LIQUIDITY, CAPITAL RESOURCES AND OTHER
At December 31, 1996, the Company's total debt, including capital leases
was $30.2 million, a reduction of $7.3 million from year-end 1995. The debt
reduction was accomplished as a result of cash flows from operating
activities, in particular from the Company's Pineapple operations. Unused
short- and long-term lines of credit available to the Company at year-end 1996
totaled $14.1 million.
Pineapple capital expenditures in 1997 are estimated to be $6 million.
Included in these expenditures is $2.4 million for completion of the Company's
pineapple cannery waste water disposal system. This project, which replaces
the Company's method of disposing of processing waste water, is expected to be
completed by May of 1997. Of the remaining capital expenditures,
approximately 79% are for replacement of existing equipment.
Capital expenditures for the Resort segment are expected to be $2.8
million in 1997. The 1997 capital expenditures include $400,000 for a new
well to provide water for existing and future Kapalua resort development. Of
the remaining 1997 capital expenditures, $1.9 million is for replacement of
existing equipment and facilities. In addition to these capital expenditures,
the Company expects to contribute $1.1 million to the County of Maui,
representing the balance of the Company's $4.3 million contribution to the
West Maui sewer system expansion.
The Company's capital expenditures for 1997 are expected to be funded by
external sources and by operating cash flows.
In 1994 Maui Pineapple Company, Ltd. and the International
Longshoremen's and Warehousemen's Union filed an antidumping petition with the
U. S. International Trade Commission and the U. S. Department of Commerce.
The petition alleged that Thai producers of canned pineapple were violating
the U.S. and international trade laws by selling their products in the United
States at less than fair value, and that such sales were causing injury to the
U.S. industry producing canned pineapple. In 1995, both the U. S.
International Trade Commission and the U. S. Department of Commerce affirmed
that the United States canned pineapple industry was being materially injured
by unfair imports of canned pineapple from Thailand and duties ranging from 2%
to 51% were imposed on all imports of canned pineapple fruit from Thailand
into the United States. Thai pineapple companies appealed the decisions. In
November of 1996, the U. S. Court of International Trade announced its
decision on the appeal which would substantially reduce the duties being
imposed. The Company is preparing to appeal the case to the Court of Appeals
for the Federal Circuit. The appeal process is expected to take between 12 to
18 months. During this time, duties at the rates originally determined by the
Department of Commerce will continue to be imposed on canned pineapple
imported into the United States from Thailand.
In September 1996 the owners of the Kapalua Bay Hotel sold the hotel to
a third party. In connection with this transaction, the Company, as ground
lessor, agreed to the amendment of certain terms of the lease, including no
minimum rent for the first seven years and no percentage rent for the first
year. Also in connection with this transaction, the Company granted the
buyers an option to purchase a 50% interest in a 12 acre parcel adjacent to
the hotel for $4 million. The option expires in April 1997. Upon exercise of
the option, the Company and the buyers have agreed that they will negotiate
the structure and terms of an entity to own, develop and sell the parcel.
The Company, as a partner in various partnerships, may under certain
circumstances, be called upon to make additional capital contributions (see
Note 3 to Consolidated Financial Statements). The Company anticipates that in
1997 its share of cash calls by Kaahumanu Center Associates will be
approximately $830,000.
IMPACT OF INFLATION AND CHANGING PRICES
The Company uses the LIFO method of accounting for its pineapple
inventories. Under this method, the cost of products sold approximates
current cost and during periods of rising prices the ending inventory balance
is below current cost. The replacement cost of pineapple inventory was $22
million at December 31, 1996.
Most of the land owned by the Company was acquired from 1911 to 1932 and
is carried at cost. A small portion of "Real Estate Held for Sale" represents
land cost. Replacements and additions to the Pineapple operations occur every
year and some of the assets presently in use were placed in service in 1934.
At Kapalua, some of the fixed assets were constructed and placed in service in
the mid-to-late 1970s. Depreciation expense would be considerably higher if
fixed assets were stated at current cost.
FORWARD-LOOKING STATEMENTS
The Company's Annual Report to Shareholders contains forward-looking
statements (within the meaning of Private Securities Litigation Reform Act of
1995) as to the Company's expectations concerning 1997 profitability,
reduction of debt, future sales of new products (including fresh-cut pineapple
and tropical mix) distribution of Costa Rican pineapple, anticipated imports
of fruit from Thailand and the Philippines, the appeal of a decision affecting
antidumping duties, anticipated capital calls by Kaahumanu Center Associates,
the potential impact on Kaahumanu Center of Maui Marketplace, and the effects
of changes involving The Ritz-Carlton Kapalua Hotel, The Kapalua Bay Hotel and
The Kapalua Villas. In addition, from time to time the Company may publish
forward-looking statements as to those matters or other aspects of the
Company's anticipated financial performance, business prospects, new products,
marketing initiatives, or similar matters. Forward-looking statements
contained in the Annual Report to Shareholders or otherwise made by the
Company are subject to numerous factors (in addition to those otherwise noted
in the Company's Annual Report or in its filings with the Securities and
Exchange Commission) that could cause the Company's actual results and
experience to differ materially from expectations expressed by the Company.
Factors that might cause such differences, among others, include (1) changes
in domestic, foreign or local economic conditions that affect the number,
length of stay, or expenditure levels of East-bound or West-bound visitors, or
agricultural production and transportation costs of the Company and its
competitors, or Maui retail or real estate activity; (2) the effect of weather
conditions on agricultural operations of the Company and its competitors; (3)
the possibility of an adverse ruling on appeal of the antidumping decision;
(4) events in the airline industry affecting passenger or freight capacity or
cost; (5) possible shifts in market demand; and (6) the impact of competing
products, competing resort destinations, and competitors' pricing.
MAUI LAND & PINEAPPLE COMPANY, INC.
Officers
President & Chief Executive Officer
Gary L. Gifford
Executive Vice President/Finance
Paul J. Meyer
Executive Vice President/Pineapple
Douglas R. Schenk
Executive Vice President/Resort
Donald A. Young
Vice President/Retail Property
Scott A. Crockford
Vice President/Land Management
Warren A. Suzuki
Treasurer
Darryl Y. H. Chai
Secretary
Adele H. Sumida
Controller & Assistant Treasurer
Ted L. Proctor
<PAGE>
Directors
Mary C. Sanford--Chairman
Chairman of the Board
Maui Publishing Company, Ltd.
Richard H. Cameron--Vice Chairman
Publisher
Maui Publishing Company, Ltd.
Peter D. Baldwin
President
Baldwin Pacific Corporation
Samuel K. Himmelrich, Sr.
Chairman of the Board
Inland Leidy, Inc.
Randolph G. Moore
Chief Executive Officer
Kaneohe Ranch
Fred E. Trotter III
President
F. E. Trotter, Inc.
Andrew T. F. Ing--Director Emeritus
Chairman of the Board
Denis Wong and Associates
Audit and Compensation Committees
Peter D. Baldwin
Richard H. Cameron
Samuel K. Himmelrich, Sr.
Andrew T. F. Ing
Randolph G. Moore--Chairman, Audit
Mary C. Sanford
Fred E. Trotter III--Chairman, Compensation
<PAGE>
PRINCIPAL SUBSIDIARIES
MAUI PINEAPPLE COMPANY, LTD.
Officers
President & Chief Executive Officer
Douglas R. Schenk
Executive Vice President/Sales & Marketing
James B. McCann
Executive Vice President/Finance & Treasurer
Paul J. Meyer
Vice President/Cannery
Eduardo E. Chenchin
Vice President/Plantations
L. Douglas MacCluer
Secretary
Adele H. Sumida
Controller
Stacey M. Jio
Assistant Treasurer
Ted L. Proctor
Directors
Mary C. Sanford--Chairman
Richard H. Cameron--Vice Chairman
Peter D. Baldwin
Douglas B. Cameron
Gary L. Gifford
Andrew T. F. Ing
Paul J. Meyer
Randolph G. Moore
Claire C. Sanford
Douglas R. Schenk
Fred E. Trotter III
<PAGE>
KAPALUA LAND COMPANY, LTD.
Officers
President & Chief Executive Officer
Donald A. Young
Executive Vice President/Finance & Treasurer
Paul J. Meyer
Vice President/Administration & Support Operations
Robert P. Derks
Vice President/Development
Robert M. McNatt
Vice President/Resort Operations
Gary M. Planos
Secretary
Adele H. Sumida
Controller
Russell E. Johnson
Assistant Treasurer
Ted L. Proctor
Directors
Mary C. Sanford--Chairman
Richard H. Cameron--Vice Chairman
Peter D. Baldwin
Gary L. Gifford
Andrew T. F. Ing
Paul J. Meyer
Randolph G. Moore
Jared B. H. Sanford
Fred E. Trotter III
Donald A. Young
Deceased:
Mrs. J. Walter Cameron, March 24, 1996, Director Emeritus of Maui Land &
Pineapple Company, Inc., Maui Pineapple Company, Ltd. and Kapalua land
Company, Ltd.
Douglas R. Sodetani, December 23, 1996, Director of Maui Pineapple Company,
Ltd. and Kapalua Land Company, Ltd.
