MAUI LAND & PINEAPPLE COMPANY, INC
ANNUAL REPORT
1997
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
Financial Condition and Results of Operations 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 of land on the
Island of Maui, of which about 8,100 acres are used directly or
indirectly in the Company's operations. The Company employed
approximately 2,270 people in 1997 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 that
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
(excluding certain exhibits) may write to:
Corporate Secretary
Maui Land & Pineapple Company, Inc.
P. O. Box 187
Kahului, Hawaii 96733-6687
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.pineapplehawaii.com
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>
1997 1996 1995
(Dollars in Thousands
Except Per Share Amounts)
<S> <C> <C> <C>
REVENUES
Pineapple $ 90,949 $ 95,700 $ 81,052
Resort 40,338 35,676 34,330
Commercial & Property 5,065 4,850 10,123
Corporate 146 109 72
Total 136,498 136,335 125,577
NET INCOME (LOSS) 863 (747) (1,559)
NET INCOME (LOSS)
PER COMMON SHARE $ .48 $ (.42) $ (.87)
AVERAGE COMMON
SHARES OUTSTANDING 1,797,125 1,797,125 1,797,125
TOTAL ASSETS $ 134,714 $ 132,851 $137,085
CURRENT RATIO 2.20 2.23 2.78
LONG-TERM DEBT and
CAPITAL LEASES $ 29,435 $ 28,898 $ 36,227
STOCKHOLDERS' EQUITY 58,896 58,033 58,870
STOCKHOLDERS' EQUITY PER
COMMON SHARE $ 32.77 32.29 $ 32.76
EMPLOYEES 2,270 2,160 1,990
</TABLE>
TO OUR SHAREHOLDERS AND EMPLOYEES
Nineteen ninety-seven was a year of progress for Maui Land &
Pineapple Company, Inc. A net profit was posted for the first time
since 1991. In many ways however, operating results did not
reflect the substantial progress that has been made in the
Company's operations over the last three years and, in this
respect, the magnitude of the net profit was disappointing.
Through the end of the third quarter, the Company posted a net
profit of $2.6 million. The fourth quarter net loss of $1.8
million reduced the net profit for the full year to $863,000. The
fourth quarter loss was primarily attributable to the Resort
segment experiencing a decline in occupancy, golf rounds and
merchandise sales as well as bad debts due to tenant turnover and a
decline in electricity revenue in the Commercial segment.
The focus and concentrated effort of our strategic planning
program has led to the development of new products, to the creation
of two new joint venture affiliations and to planning for a number
of near-term development projects that are promising. The sales
volume and profits from new product opportunities, projects and new
lines of business have not developed as fast as we would have
liked. Last year, we referred to a number of fundamental
improvements that will have long-term positive impact on our
businesses, such as the repositioning of the Kapalua Bay Hotel.
Although the Company did not benefit from the full profit impact of
these fundamental improvements in 1997, we are confident it will in
the future.
The 1997 net profit of $863,000 was an improvement over the
1996 net loss of $747,000 and a further improvement from the 1995
loss of $1.6 million. The 1997 results include the profit
recognized from three land sale transactions concluded in the
second and third quarters, equivalent to $3.3 million on an after-
tax basis. Further information on these land sales transactions is
provided in the Resort and Commercial & Property sections of this
report.
Revenues in 1997 were almost identical to 1996 revenues at
approximately $136 million. The operating results from our major
business segments, Pineapple, Resort and Commercial & Property,
were a $3.7 million profit, a $4.8 million profit, and a $127,000
profit, respectively. This compares to operating results of a $4
million profit, a $2.2 million profit, and a $105,000 profit,
respectively, for Pineapple, Resort and Commercial & Property
segments in 1996.
It should be noted that although Pineapple's operating results
declined by approximately $300,000, the operating profit in 1997
was generated with sales of 6% fewer cases sold than 1996 while
sales prices were only marginally better in 1997. Production of
cases packed was 8% higher than 1996. These operating results show
a substantially improved level of operating efficiency in the
Pineapple division.
The Kapalua Resort's improvement in operating profit of $2.6
million in 1997 is due entirely to results from development
activities, specifically the sale of a one-half interest in the
Kapalua Coconut Grove project. Despite increased real estate
activity in 1997, resort ongoing operations experienced a decline
in operating profit from $2 million in 1996 to $800,000 due to
effects of the closure for renovation of the Kapalua Bay Hotel for
a majority of the year and the continued weak level of visitor
arrivals and visitor occupancy on Maui.
The improved operating profit from Commercial & Property
activities reflects two land sale transactions, which generated an
operating profit of $1 million offset by the loss for the year from
Kaahumanu Center as a result of continued poor retail economic
conditions on Maui.
We are concerned that three factors that had negative
influences on the Company's operations and profitability in 1997
will persist without significant improvement in 1998. First, the
poor performance of the Hawaii economy in the face of excellent
business conditions in the rest of the U.S. and the lack of
meaningful steps to reduce the costs of doing business in Hawaii
need immediate attention. We have devoted considerable effort to
participating in and supporting the initiatives of the joint public
and private Economic Recovery Task Force as a starting point.
These initiatives must be enacted by the State legislature.
Progress beyond these initiatives must continue on a priority basis
in terms of reducing the size and cost of our State government and
in reducing the costs of doing business, such as health care,
workers' compensation, insurance, torts and taxes. We hope the
State legislators and administration take the necessary steps to
improve this situation.
Second, the extension of the runway at Kahului Airport from
7,000 feet to 9,600 feet has yet to be accomplished despite broad
community and County government support. Lack of progress on this
project remains the most serious impediment to the health of our
key retail and visitor industries on Maui, and continues to limit
sales of the Company's fresh pineapple products.
Third, financial difficulties in the major Asian countries
continue to have a negative impact on Maui's visitor and retail
industries. It appears unlikely that we will see significant
improvement in 1998 in these three key areas. Due to devaluation
of foreign currencies, we would, under normal circumstances, expect
to see some downward pressure in pineapple pricing; however,
foreign suppliers are experiencing low inventories and pricing has
remained steady.
Notwithstanding the poor climate for business in Hawaii,
progress was made in 1997. The Pineapple division completed a
joint venture affiliation with the U.S. subsidiary of an Indonesian
pineapple producer. The joint venture, Premium Tropicals
International, LLC, markets pineapple products from Indonesia to
U.S. grocery chain customers. This strategic alliance broadens the
Company's product line and presents marketing opportunities that we
were not able to take advantage of in prior years. Shipments by
Premium Tropicals in 1997 and sales in early 1998, while lower than
our expectations because a severe drought in Indonesia limited
product availability, were well received by Premium Tropicals'
customers. The volume of sales and profit contribution from
Premium Tropicals should increase if drought conditions in
Indonesia moderate and a greater volume of pineapple products
become available. Progress also was made in the Pineapple division
in developing additional markets for fresh whole pineapple,
including both Jet Fresh pineapple grown and packed on Maui and
pineapple grown in other countries and marketed through our wholly
owned subsidiary, Royal Coast Tropical Fruit Company. We expect
the volume of fresh whole pineapple and the contribution from these
activities to grow in the future, subject to resolution of
transportation and distribution issues, such as the Kahului Airport
runway extension.
Considerable progress was made in analyzing consumer
preferences for fresh cut pineapple products and in analyzing and
resolving production issues for this new product line. While sales
and shipments of fresh cut products were lower than expected in
1997, we remain convinced that fresh cut pineapple is an excellent
product opportunity for the Company and will represent an important
and growing source of revenues and profits in the future.
The Kapalua Resort also made progress in 1997. Kapalua Bay
Hotel was placed under the management of Halekulani Corporation by
its new owner, ERE Yarmouth. The hotel was closed for part of the
year while a renovation costing some $16 million was completed. As
a result, we did not receive any benefit from occupancy of the
hotel by guests nor did we receive any rent under the ground lease
of the hotel property. The hotel re-opened late in the year and
accrual of rent under the ground lease was reinstated. In June of
1997, ERE Yarmouth purchased a 50% interest in the 12-acre parcel
of land adjoining the hotel and a joint venture was formed with ERE
Yarmouth for development of that parcel. Market studies indicate
that demand for luxury condominiums on that site should be
reasonably strong and we hope to proceed with that project in 1998.
Real estate activity at Kapalua increased significantly in
1997, resulting in the sale of the final three lots owned by our
joint venture, Plantation Club Associates. As a result, this
partnership was dissolved as of year-end 1997. With the
improvement in real estate activity at the resort, the Company has
accelerated its planning efforts for future projects.
The selection of Kapalua as the site for the prestigious PGA
Tour Mercedes Championships for 1999 through 2002 should serve to
enhance Kapalua's reputation as one of the leading golf resorts in
the world. While the business outlook for 1998 is not expected to
improve substantially, improved financial performance should result
from repositioning the Kapalua Bay Hotel and the additional
international recognition received by the resort.
Results of the Company's Commercial & Property division are
dominated by the Kaahumanu Center, which at 573,000 square feet of
gross leaseable area is Maui's largest shopping center. High
turnover of tenants and a lackluster level of sales resulting from
a very competitive retail market on Maui negatively impacted 1997
results. Considerable progress was made in attracting new, high
quality tenants to the Center and overall tenant sales volume
increased approximately 5% over 1996 levels. Kaahumanu Center
continues to demonstrate the ability to attract new tenants, which
should result in improved financial performance for 1998.
At the end of 1997, the Company's total debt, including
capital leases, was $32.5 million, a $2.3 million increase from
year-end 1996. While this level of debt is still above the target
level of financial leverage for the Company, by year-end the
Company had paid entirely its revolving loans from bank lenders.
We are disappointed that 1997 did not result in a substantial
level of net profit for the Company. We believe the progress made
in 1997 has the effect of positioning Maui Land & Pineapple
Company, Inc. for substantially improved results under better
economic conditions.
Thank you for your continued support.
/S/ MARY C. SANFORD
Mary C. Sanford
Chairman
/S/ GARY L. GIFFORD
Gary L. Gifford
President & CEO
February 6, 1998
PINEAPPLE
In 1997, Maui Pineapple Company, Ltd. reported operating
profits before allocated interest and corporate expenses of
$3,749,000, $258,000 lower than 1996. This was the second year of
profitability after three years of net losses.
Pineapple's revenue for 1997 was $91 million, down 5% from
1996 levels. Total canned pineapple case sales volume was down 6%.
Canned fruit, our largest category, experienced an 8% case volume
decline. Price increases partially offset the effect of lower
sales volume. Case volume shortfalls in our domestic markets
resulted from low inventory levels, which affected product delivery
during the key Easter and Christmas holiday periods. Export case
volume was down significantly due to poor economic conditions that
continue to persist in the Asian markets.
Canned juice case volume was down 2% compared with 1996, while
pricing increased 5%. Supported by the State of California Women,
Infants and Children Supplemental Nutritional Feeding Program
contract, which we were awarded in 1997, volume and pricing for the
grocery juice segment was ahead of 1996 levels by 5%. All other
juice segments experienced case volume decreases. Pricing
increased in the industrial, club, frozen juice, institutional and
government segments. Due to consumers purchasing fewer canned
juices, we expect the canned juice category to experience downward
pricing pressure as sales continue to decline.
Net sales of the fresh whole fruit segment increased 2% over
1996 levels as the number of tons sold increased. Growth in this
category will be limited until the Kahului Airport runway is
extended. The company expects to increase sales volume of its Jet
Fresh fruit once the airport runway expansion is completed.
The company had a very good pineapple crop in the second half
of 1997, in contrast to the first half when we experienced weather-
related fruit shortages and quality problems. Pineapple fruit and
juice recovery was higher than 1996. These increases resulted in a
higher pack than expected and provided an opportunity to improve
our beginning inventory balances of canned pineapple for 1998.
This past year was excellent for plant growth and fruit
development. The company's plantings are in good condition for
1998 and beyond.
Increased pack, good weather conditions and the company's
continued emphasis on cost reduction contributed to lower operating
costs.
The company continues to closely monitor canned pineapple
imports. Through November 1997, case volume of imported canned
pineapple fruit and juice increased 6% and 2%, respectively, over
1996 levels. Juice concentrate import volume was down 7%.
Antidumping duties on canned pineapple fruit from Thailand
were in effect throughout 1997. The company does not expect any
significant changes in these duties in 1998. This past year the
company and the Department of Commerce each filed an appeal with
the Court of Appeals for the Federal Circuit challenging a decision
by the United States Court of International Trade. This decision
required the Department of Commerce to recalculate the antidumping
duties using accounting methods not normally used by Thai
producers. This method understates how much dumping is occurring
and the Company and the Department of Commerce believe the decision
should be overturned by the Court of Appeals for the Federal
Circuit. In the annual review process, the company is aggressively
pursuing the issue of canned pineapple sales in the U.S. at prices
below fair value by several Thai producers.
Winter crop output in both Indonesia and Thailand has been
poor, resulting in relatively firm marketplace pricing. Even
though raw material costs in Thailand have fallen since last year's
peak, the devaluation of the Thai baht continues to exert upward
pressure on other Thai production costs. It is unclear what the
long-term effect of the Thailand economic crisis will have on
pricing or the antidumping duties.
As part of the Company's strategic plan, we are continuing our
efforts in new product and new business development. During 1997
we made steady progress, including gaining marketplace experience
in developing a new fresh cut fruit program.
Through our Royal Coast Tropical Fruit Company, Inc.
subsidiary, we formed a joint venture with P.T. Great Giant
Pineapple Co., an Indonesian pineapple grower and canner and one of
the largest and lowest cost producers in the world. The joint
venture company, Premium Tropicals International, LLC, will market
and sell Indonesian canned pineapple in the United States. Sales
through this joint venture began in 1998. Under the Royal Coast
label, the company also sells fresh whole fruit from Central and
South America in the U.S. market. From a profit standpoint, our
financial results in both new businesses were less than expected.
Assuming favorable market conditions, we have laid the groundwork
for growth of these businesses in the coming years.
The company continues to be a leader in environmental issues.
This past fall, at a cost of $3.2 million, the cannery completed a
water-recycling program. This new system provides cannery-
processed water to Hawaiian Commercial & Sugar Company for seed
cane irrigation. Both Haliimaile and Honolua plantations have been
given Integrated Pest Management certification through the
University of Hawaii. This program reduces the overall use of
chemicals by using innovative agricultural practices to control
pests. The company also remains committed to retaining the
pristine condition of the Colin C. Cameron Puu Kukui Conservation
Easement.
The company's main focus over the next year is to improve
profitability by continued emphasis on cost reductions in
operations, maximizing yields and improving recovery. Significant
resources will continue to be directed toward improving product
quality and sales volume in the fresh cut categories where customer
demand is growing. Sales and marketing objectives are to achieve
the highest return from sales of "100% HAWAIIAN U.S.A.T" canned
pineapple and to expand sales through the Royal Coast label and the
Premium Tropicals International joint venture. We expect 1998 to
be another challenging year as we continue to expand and improve
our business.
RESORT
In 1997, Kapalua Land Company, Ltd. had a profit, before
allocated interest and corporate expenses, of $4.8 million compared
with a profit of $2.2 million in 1996. All of the increased
profit was due to the $4.2 million gain on the sale of a 50%
interest in a 12-acre oceanfront development parcel (Site 29) next
to the Kapalua Bay Hotel.
ERE Yarmouth, the owner of the Kapalua Bay Hotel, exercised
its option to purchase an interest in Site 29 and, after closing
the transaction in June of 1997, we formed Kapalua Coconut Grove
LLC, a 50/50 limited liability corporation with Yarmouth.
Preliminary development plans for approximately 40 luxury
condominiums on Site 29 have been completed and an application for
Special Management Area (SMA) approval is expected to be submitted
in the first half of 1998.
Overall, Hawaii's resort real estate market continued to show
signs of strengthening. Resort residential property resale
activity for all of Maui in 1997 increased 14% in total dollar
volume with prices stabilized or up slightly. Kapalua's resale
volume increased about 7% in 1997, mostly from residential property
and land sales activity.
In addition to the resale activity, the final three lots in
Phase I of Plantation Estates closed escrow in 1997. Although
there was significant cash generated by these sales, there was very
little profit recognition. Following these sales, we concluded an
agreement with our joint venture partner to dissolve Plantation
Club Associates. As part of the distribution at year-end, Kapalua
Land Company received ownership of the remaining development assets
comprised of the 142-acre Plantation Estates Phase II. Our net
cash proceeds from Plantation Club Associates in 1997 was
approximately $1.5 million.
We are proceeding with plans to reconfigure Plantation Estates
Phase II into fewer, larger lots as an alternative residential
product that would complement the two-acre single family lot
product in Phase I and the overall resort master plan for Kapalua.
The sale of a 75-acre portion of Phase II, which was placed in
escrow last year subject to a number of contingencies, is
tentatively scheduled to close escrow in 1998.
Results for our real estate brokerage operation, Kapalua
Realty, continued to improve in 1997 with a 50% increase in total
commission income and a dominant market share of both listings and
sales for the resort.
In addition to Site 29, our primary planning focus has been on
the near-term development of the 55-acre Central Resort area of
Kapalua. Significant progress has been made in finalizing
conceptual plans that include a new golf clubhouse and practice
facility for the Village Course, a resort spa, villa reception
center, Town Center and new villa product. We hope to obtain the
approvals and appropriate financing necessary to begin construction
of the Village Course redevelopment in 1998.
Hawaii's visitor industry finished 1997 with lower hotel
occupancy and growing concern over the trend in the declining
number of eastbound visitors and their expenditures. The recent
Asian financial crisis has added a new level of uncertainty and
concern for Hawaii's visitor industry in 1998.
Maui's hotel occupancy rate declined about 2 percentage points
last year to 71.6%, mostly because of the loss of eastbound
visitors to the Island of Hawaii which has benefited from the
recently lengthened Keahole-Kona airport runway. Excluding the
impact of closing the Kapalua Bay Hotel for renovation, our resort
occupancy increased more than 11% in 1997.
Excluding the sale of Site 29, our ongoing resort operations
had an operating profit of approximately $800,000 in 1997 compared
to $2 million in 1996. Total resort revenues from ongoing
operations increased 2% to $36.1 million. Increased golf green
fees from higher rates and increased Kapalua Club membership income
were offset by lower merchandise sales and higher resort operating
expenses.
The closure of the Kapalua Bay Hotel for major renovations in
1997 had a much greater negative impact on our operations than we
had anticipated and accounted for most of the decrease in profits.
The hotel closed on April 1 and did not fully reopen until the
fourth quarter. In addition to reduced hotel and commercial lease
rents and lower retail revenues due to the closing of the hotel, we
also incurred significant expense to settle a lawsuit related to
the sale of the hotel.
The agreement with Yarmouth to consolidate the short-term
villa rentals under our villa operation (The Kapalua Villas)
resulted in a significant and almost equal increase in both
revenues and expenses for 1997. With an inventory of over 260
resort villas now under management by The Kapalua Villas, this
operation clearly gives Kapalua a more unified and stronger market
position that complements the resort's two hotels.
Our resort marketing continues to emphasize golf, our unique
resort environment and Kapalua special events. Beginning in
January 1999, Kapalua and The Plantation Course will host the
prestigious Mercedes Championships, which will be the season
opening event for the PGA Tour. The Mercedes Championships
replaces the Lincoln-Mercury Kapalua International and gives us a
significant opportunity to further position Kapalua as one of the
premiere golf resort communities in the world.
Despite projections for another difficult year for Hawaii's
tourism industry, our resort operations should show improved
results in 1998 from having the Kapalua Bay Hotel reopened under
the management of Halekulani Corporation. Development profit in
1998 is expected to be limited to the pending sale of a 75-acre
parcel in Plantation Estates Phase II. With the planned
development of Site 29 and continued improvement from resort
operations, the longer-term outlook for Kapalua Land Company
continues to be positive.
COMMERCIAL & PROPERTY
The Commercial & Property business segment produced slightly
higher revenue and operating profits in 1997 compared to 1996.
Revenue increased from $4.9 million in 1996 to slightly over $5.0
million in 1997. Operating profit, before allocation of interest
and corporate expenses, was $127,000 in 1997 compared to $105,000
in 1996. Land sales arising from two transactions contributed a
total of $1.3 million in cash flow and $1.0 million in operating
profit for 1997. The two transactions involved the sale of an
existing residence on a two-acre parcel of land along Kaluanui Road
in Makawao to a private buyer and two parcels of land in West Maui
to the County of Maui.
Kaahumanu Center, Maui's largest shopping center, posted
results lower than expected due mostly to higher than anticipated
tenant turnover and the timing of new tenant installations.
Kaahumanu Center continues to attract new quality tenants,
including Sam Choy's Kahului, Spencer Gifts, Perfumania, Forever
21, PrimeCo, Madison Avenue, Cesia, Cinnabon, Hoaloha Heirlooms,
Gold Mart and Papyrus. Traffic at Kaahumanu Center remained strong
despite new competition. Tenant sales increased 5% over 1996.
Recent exit surveys conducted at Kahului Airport indicated that
Kaahumanu Center showed significant improvement in both eastbound
and westbound tourist traffic in 1997. Kaahumanu Center continues
to increase its entertainment component with the addition of new
restaurants and a contemplated expansion of the existing multiplex
cinema.
Napili Plaza, a 44,000 square foot community center, showed
improved results due to higher occupancy and tenant sales. New
competition from Honokowai Marketplace, a 75,000 square foot center
to be anchored by Star Market and currently under construction, may
negatively impact Napili Plaza's results in the future.
In 1997, the Land Management Division devoted significant time
and effort to monitor various proposed legislation before the
County of Maui and State of Hawaii that could potentially impact
the ability of the Company to benefit from its land and water
resources.
The Land Management Division is nearing completion of a Land
and Water Use and Development Plan and a Management Information
System Database for our land and water resources. Once completed,
the plan and database will ensure the effective management and
development of the Company's land and water resources.
In December of 1997, Change in Zoning, District Boundary
Amendment and Special Management Area Permit applications were
submitted to the County of Maui for the 45-lot Kapua Village
Employee Subdivision in West Maui. Current plans are to commence
construction of subdivision improvements during the last quarter of
1998.
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, 1997 and 1996, 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, 1997. 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 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, such consolidated financial statements present
fairly, in all material respects, the financial position of the
Companies as of December 31, 1997 and 1996, and the results of
their operations and their cash flows for each of the three years
in the period ended December 31, 1997 in conformity with generally
accepted accounting principles.
/S/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 6, 1998
(February 26, 1998 as to the seventh paragraph of Note 4)
<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
<CAPTION>
1997 1996
(Dollars in Thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash $ 1,611 $ 453
Accounts and notes receivable,
less allowance of $567 and $698 12,748 14,343
Inventories
Pineapple products 11,125 9,740
Real estate held for sale 1,349 339
Merchandise, materials and supplies 6,239 6,405
Prepaid expenses and other assets 4,076 4,028
Total Current Assets 37,148 35,308
NOTES RECEIVABLE--REAL ESTATE SALES 370 419
INVESTMENTS AND OTHER ASSETS 9,575 10,514
PROPERTY
Land 4,614 4,605
Land improvements 42,761 42,184
Buildings 48,374 47,991
Machinery and equipment 98,700 93,472
Construction in progress 5,144 2,747
Total Property 199,593 190,999
Less accumulated depreciation 111,972 104,389
Net Property 87,621 86,610
TOTAL $134,714 $132,851
<CAPTION>
1997 1996
(Dollars in Thousands)
<S> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 2,043 $ 53
Current portion of capital
lease obligations 1,009 1,201
Trade accounts payable 6,166 7,661
Payroll and employee benefits 4,637 4,235
Accrued interest 702 898
Other accrued liabilities 2,308 1,793
Total Current Liabilities 16,865 15,841
LONG-TERM LIABILITIES
Long-term debt 28,257 27,347
Capital lease obligations 1,178 1,551
Accrued retirement benefits 21,571 21,983
Equity in losses of joint venture 6,655 6,256
Other noncurrent liabilities 1,292 1,840
Total Long-Term Liabilities 58,953 58,977
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 46,578 45,715
Stockholders' Equity 58,896 58,033
TOTAL $134,714 $132,851
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, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
(Dollars in Thousands Except Per Share Amounts)
<S> <C> <C> <C>
REVENUES
Net sales $101,421 $106,666 $ 91,227
Operating revenue 29,058 28,062 30,104
Other income 6,019 1,607 4,246
Total Revenues 136,498 136,335 125,577
COSTS AND EXPENSES
Cost of goods sold 72,200 75,279 69,314
Operating expenses 26,027 24,030 24,315
Shipping and marketing 18,053 19,185 16,793
General and administrative 14,600 14,507 15,160
Equity in (earnings) losses
of joint ventures 1,211 882 (4,001)
Interest 3,045 3,575 7,021
Total Costs and Expenses 135,136 137,458 128,602
INCOME (LOSS) BEFORE
INCOME TAXES 1,362 (1,123) (3,025)
INCOME TAXES (CREDITS) 499 (376) (1,466)
NET INCOME (LOSS) 863 (747) (1,559)
RETAINED EARNINGS,
BEGINNING OF YEAR 45,715 46,552 48,111
CASH DIVIDENDS -- (90) --
RETAINED EARNINGS, END OF YEAR 46,578 45,715 46,552
PER COMMON SHARE
Net Income (Loss) .48 (.42) (.87)
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, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
(Dollars in Thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 863 $ (747) $(1,559)
Adjustments to reconcile
net income (loss) to net cash
provided by operating activities
Depreciation 8,041 8,606 10,202
Undistributed equity in (earnings)
losses of joint ventures 1,211 1,010 (3,850)
Gain on property disposals (5,254) (812) (3,408)
Deferred income taxes (313) (389) (1,471)
(Increase) decrease in
accounts receivable 1,446 (1,105) (723)
(Increase) decrease in
refundableincome taxes (38) (44) 1,392
(Increase) decrease
in inventories (1,219) 3,191 862
Increase (decrease) in
trade payables (1,356) 1,602 573
Net change in other operating
assets and liabilities 72 442 124
NET CASH PROVIDED BY
OPERATING ACTIVITIES 3,453 11,754 2,142
INVESTING ACTIVITIES
Purchases of property (8,388) (5,284) (5,679)
Proceeds from sale of property 5,882 845 3,469
Distributions from joint ventures 1,460 712 303
Contributions to joint ventures (1,030) -- --
Payments for other investments (1,815) (437) (3,563)
Proceeds from surrender of
insurance policies -- 3,125 --
Reimbursement from Kaahumanu
Center Associates -- 328 11,843
NET CASH PROVIDED BY (USED IN)
INVESTING ACTIVITIES (3,891) (711) 6,373
FINANCING ACTIVITIES
Proceeds from long-term
borrowings 23,891 18,800 16,388
Payments of long-term debt (20,991) (28,097) (25,515)
Payments on capital lease
obligations (1,304) (1,369) (1,491)
Dividend paid -- (90) --
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES 1,596 (10,756) (10,618)
NET INCREASE (DECREASE) IN CASH 1,158 287 (2,103)
CASH AT BEGINNING OF YEAR 453 166 2,269
CASH AT END OF YEAR $ 1,611 $ 453 $ 166
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) $ 3,235 $ 3,751 $ 7,339
Income taxes $ 335 $ 301 $(1,205)
2. Capital lease obligations of $739,000 in 1997 and $1,092,000
in 1996 were incurred for new equipment.
3. Effective December 31, 1997, the Company's investment in
Plantation Club Associates (PCA) was liquidated and the Company
assumed PCA's remaining assets totaling $1.4 million (see Note 3
to Consolidated Financial Statements).
4. 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).
5. 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).
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 generally 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 costs 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 INCOME (LOSS) PER COMMON SHARE
Net income (loss) per common share is computed using the
weighted average number of shares outstanding during the period.
2. INVENTORIES
Pineapple product inventories were comprised of the
following components at December 31, 1997 and 1996:
1997 1996
(Dollars in Thousands)
Finished Goods $ 8,977 $ 7,306
Work In Progress 823 1,645
Raw Materials 1,325 789
Total $ 11,125 $ 9,740
The replacement cost of pineapple product inventories at
year-end approximated $25 million in 1997 and $22 million in
1996. 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.
3. INVESTMENTS AND OTHER ASSETS
Investments and Other Assets at December 31, 1997 and 1996
consisted of the following:
1997 1996
(Dollars in Thousands)
Plantation Club Associates $ -- $ 2,961
Cash Surrender Value of Life
Insurance Policies (net) 532 386
Deferred Costs 6,206 4,889
Other 2,837 2,278
Total $ 9,575 $10,514
Cash surrender values of life insurance policies are stated
net of policy loans totaling $892,000 at December 31, 1997 and
1996.
Deferred costs are primarily intangible predevelopment costs
related to various projects at the Kapalua Resort, which will be
allocated to future development projects.
PLANTATION CLUB ASSOCIATES
Plantation Club Associates (PCA) was an unincorporated joint
venture in which Kapalua Land Company, Ltd. (Kapalua) was the
managing venturer. Profits and losses of the joint venture were
allocated based on the estimated distributions to the partners,
which was 85% to Kapalua and 15% to the other partner. The
partnership agreement required that all major decisions receive
unanimous approval of the partners.
In 1997 the three remaining lots in Plantation Estates Phase
I were sold and the partners concluded an agreement to liquidate
PCA as of December 31, 1997. After distribution of the joint
venture's cash to the partners, Kapalua assumed PCA's remaining
assets of $1.4 million, primarily land and planning costs for
Plantation Estates Phase II.
Summarized balance sheet information for PCA as of December
31, 1996 and operating information for the years ended December
31, 1997, 1996 and 1995 follows:
1996
(Dollars in Thousands)
Real estate inventories $ 2,608
Other assets 1,351
Total Assets 3,959
Less: Total Liabilities 547
Partners' Capital $ 3,412
1997 1996 1995
Revenues $ 1,823 $ 560 $ 672
Costs and Expenses 1,850 397 481
Net Income (Loss) $ (27) $ 163 $ 191
Kapalua's pre-tax share of the joint venture's net income
(loss) was $(56,000), $128,000 and $152,000 for 1997, 1996 and
1995, 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 $1,460,000, $850,000 and $465,000 in
1997, 1996 and 1995, 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 aggregating $4,990,000
recorded through December 31, 1994, were reversed in 1995 and
recorded as a credit to equity in (earnings) losses of joint
ventures.
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 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 manager the
Company provides all on-site and administrative personnel and
also incurs other costs and expenses, primarily insurance, which
are reimbursable by KCA. The Company generates a portion of the
electricity used by Kaahumanu Center. In 1997 and 1996
reimbursements from KCA for payroll and other costs and expenses
totaled $2,240,000 and $2,391,000, respectively, and the Company
charged KCA $2,574,000 and $2,621,000, respectively, 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, 1997 and 1996, $430,000 and $630,000, 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, 1997 and 1996 and operating information for the years ended
December 31, 1997 and 1996, and for the eight months ended
December 31, 1995 follows:
1997 1996
(Dollars in Thousands)
Current assets $ 923 $ 701
Property and equipment, net 73,405 75,581
Other assets, net 5,627 5,461
Total Assets 79,955 81,743
Current liabilities 1,454 1,742
Noncurrent liabilities 62,376 63,226
Total Liabilities 63,830 64,968
Partners' Capital $ 16,125 $16,775
1997 1996 1995
Revenues $ 13,945 $13,677 $ 8,991
Costs and Expenses 16,255 15,697 11,272
Net Loss $ 2,310 $ 2,020 $ 2,281
The Company's share of losses from KCA was $1,155,000,
$1,010,000 and $1,141,000, respectively, for 1997, 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, 1997, the accumulated unpaid preferred return was
$6.3 million each for ERS and the Company. Pursuant to cash
calls, the partners each contributed $830,000 to the partnership
in 1997.
The Company's investment in KCA is a negative $6.7 million
at December 31, 1997. 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, 1997 were $2 million. These lines provide for
interest at the prime rate (8.5% at December 31, 1997) plus 1/4%
to 1%. There were no borrowings under these lines at December
31, 1997, but a $775,000 letter of credit has been reserved
against these lines to secure the Company's portion of insurance
claims administered by an insurance company.
During 1997, 1996 and 1995, the Company had average
borrowings outstanding of $32.8 million, $36.5 million and $67.6
million, respectively, at average interest rates of 8.8%, 8.9%
and 9.7%, respectively.
Long-term debt at December 31, 1997 and 1996 consisted of
the following (interest rates represent the rates at December
31):
1997 1996
(Dollars in Thousands)
Revolving credit agreement, 8.5% and 8.25% $ -- $ 2,400
Senior unsecured notes, 8.86% 20,000 20,000
Mortgage loan, 8.25% 4,948 5,000
Pacific Coast Farm Credit Services,
8.14% to 8.68% 4,335 --
Other 8.45% 1,017 --
Total 30,300 27,400
Less portion classified as current 2,043 53
Long-term debt $ 28,257 $27,347
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, 1999. 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. Commitment fees of 1/4% are payable on the
unused portions of this credit line. At the Company's option,
interest on advances is at the prime rate or based on a
Eurodollar rate. The agreement contains certain financial
covenants, including the maintenance of consolidated net worth
and working capital at certain levels, limits on the incurrence
of other indebtedness and capital expenditures and restrictions
on the payment of dividends. The loan is collateralized by the
Company's three golf courses at the Kapalua Resort.
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
financial covenants that are similar to the Company's revolving
credit agreement, except that payment of dividends is restricted
to 30% of cumulative net earnings after January 1, 1993.
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.
In April 1997 the Company entered into a $5 million loan
agreement with Pacific Coast Farm Credit Services. Advances
under this loan are to be used to purchase assets for the
Company's pineapple operations. The loan includes a revolving
period of approximately two years and a final maturity date of
January 1, 2002. At the Company's option, interest on advances
is to be based on the prime rate, a Western Farm Credit Bank
rate, or a Eurodollar rate. The agreement includes certain
financial covenants that are similar to those in the Company's
revolving credit agreement, plus
a requirement for the maintenance of a minimum tangible net worth
and debt coverge ration (as defined). The Company was not in
compliance with the annual debt coverage ratio as of December 31,
1997. On February 26, 1998, the lender waived the covenant
requirement with respect to the year ended December 31, 1997.
Maturities of long-term debt during the next five years,
from 1998 through 2002, are as follows: $2,043,000, $5,787,000,
$5,396,000, $4,323,000, $4,168,000.
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 7.5% and 8% as of December 31, 1997 and 1996,
respectively, and compensation increases ranging up to 4.5%. The
expected long-term rate of return on assets was 8% for 1997 and
1996. The assets of the plans consist primarily of stocks,
bonds, real estate and short-term investments.
Net pension cost for 1997, 1996 and 1995 included the
following components:
1997 1996 1995
(Dollars in Thousands)
Service cost--benefits earned during
the year $ 1,030 $ 982 $ 882
Interest cost on projected
benefit obligation 2,161 2,190 2,076
Actual return on plan assets (5,742) (3,117) (5,294)
Net amortization and deferral 2,708 258 2,863
Net pension expense $ 157 $ 313 $ 527
<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>
1997 1996
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 $ 26,132 $ 1,254 $ 25,086 $ 1,243
Nonvested benefits 378 55 256 79
Accumulated benefit
obligation 26,510 1,309 25,342 1,322
Effect of assumed increase in
compensation levels 2,842 354 2,670 320
Projected benefit
obligation for services
rendered to date 29,352 1,663 28,012 1,642
Assets of plans at
fair value 36,679 851 32,216 776
Assets over (under) projected
benefit obligation 7,327 (812) 4,204 (866)
Unrecognized net (gain) loss (3,210) 155 (272) 168
Unrecognized net transition
(asset) obligation (2,223) 393 (2,787) 421
Unrecognized prior
service cost 245 60 298 67
Adjustment required to
recognize
minimum liability -- (253) -- (336)
Pension asset (liability)
recognized in
balance sheets $ 2,139 $ (457) $ 1,443 $ (546)
</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, and there have been
no contributions paid to the ESOP since 1994.
The Company has contributory, defined contribution plans
covering all non-bargaining salaried employees and all bargaining
unit employees of Maui Pineapple Company, Ltd. The participants
may elect to make pretax contributions to the plans. The Company
can also elect to contribute, but made no contributions to the
plans in 1997, 1996 or 1995.
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 1997, 1996 and 1995 consisted of the following
components:
<TABLE>
<CAPTION>
1997 1996 1995
(Dollars in Thousands)
<S> <C> <C> <C>
Service cost $ 325 $ 328 $ 337
Interest cost 991 1,012 985
Net amortization and deferral (447) (371) (374)
Net expense $ 869 $ 969 $ 948
</TABLE>
<TABLE>
<CAPTION>
The funded status of these plans as of December 31, 1997 and 1996
was as follows:
1997 1996
(Dollars in Thousands)
<S> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $ 6,913 $ 6,901
Fully eligible active
plan participants 2,410 2,576
Other active plan participants 4,817 4,136
Accumulated postretirement
benefit obligation 14,140 13,613
Unrecognized prior service cost 1,471 1,619
Unrecognized net gain 3,772 4,033
Accrued postretirement benefit
obligation recognized in
balance sheets $ 19,383 $19,265
</TABLE>
Measurements of the accumulated postretirement benefit
obligation as of December 31, 1997 and 1996 were determined using
discount rates of 7.5% and 8%, respectively, and compensation
increases ranging up to 4.5%.
The accumulated postretirement benefit obligation as of
December 31, 1997 and 1996 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
$2,215,000 as of December 31, 1997 and the aggregate of the
service and interest cost for 1997 by approximately $255,000 .
6. REAL ESTATE SALES
Other income for 1997, 1996 and 1995 includes $5.2 million,
$700,000 and $3.4 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
2002. At December 31, 1997 and 1996, property included capital
leases of $6,013,000 and $5,842,000, respectively (accumulated
depreciation of $2,403,000 and $1,756,000, respectively). Future
minimum rental payments under capital leases aggregate $2,416,000
(including $229,000 representing interest) and are payable during
the next five years (1998 to 2002) as follows: $1,123,000,
$562,000, $298,000, $272,000 and $161,000.
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 $804,000 in 1997, $736,000 in 1996 and $818,000 in 1995.
Future minimum rental payments under operating leases aggregate
$2,409,000 and are payable during the next five years (1998 to
2002) as follows: $599,000, $484,000, $192,000, $122,000,
$113,000, respectively, and $899,000 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:
1997 1996 1995
(Dollars in Thousands)
Minimum rentals $ 1,575 $ 2,370 $ 4,569
Percentage rentals 1,140 738 1,235
Total $ 2,715 $ 3,108 $ 5,804
Property at December 31, 1997 and 1996 includes leased
property of $19,043,000 and $18,886,000, respectively
(accumulated depreciation of $8,770,000 and $8,176,000,
respectively).
Future minimum rental income aggregates $7,413,000 and is
receivable during the next five years (1998 to 2002) as follows:
$1,482,000, $1,043,000, $870,000, $563,000, $391,000,
respectively, and $3,064,000 thereafter.
8. INCOME TAXES
The components of the income tax provision (credit) were as
follows:
1997 1996 1995
(Dollars in Thousands)
Current
Federal $ 931 $ 51 $ 32
State (119) (38) (27)
Total 812 13 5
Deferred
Federal (433) (379) (1,197)
State 120 (10) (274)
Total (313) (389) (1,471)
Total provision (credit) $ 499 $ (376) $(1,466)
Reconciliation between the total provision (credit) and the
amount computed using the statutory federal rate of 34% follows:
1997 1996 1995
(Dollars in Thousands)
Federal provision (credit) at
statutory rate $ 463 $ (382) $(1,028)
Adjusted for
State income taxes--
net of effect on
federal income taxes (5) (19) (192)
Appreciated property donation -- -- (228)
Other 41 25 (18)
Total income tax
provision (credit) $ 499 $ (376) $(1,466)
Deferred tax assets and liabilities were comprised of the
following types of temporary differences as of December 31, 1997
and 1996:
1997 1996
(Dollars in Thousands)
Accrued retirement benefits $ 7,358 $ 7,440
Net operating loss carryforward 2,134 3,366
Minimum tax credit carryforward 3,641 2,709
Accrued liabilities 1,215 1,224
Allowance for doubtful accounts 211 264
Inventory 264 87
Total deferred tax assets 14,823 15,090
Deferred condemnation proceeds (6,397) (6,507)
Property net book value (4,546) (4,729)
Income from partnerships (1,363) (1,796)
Charitable contributions (1,410) (1,357)
Pineapple marketing costs (685) (624)
Other (96) (64)
Total deferred tax liabilities (14,497) (15,077)
Net deferred tax asset $ 326 $ 13
At December 31, 1997 the Company had federal income tax net
operating loss carryforwards of approximately $5 million, which
expire in 2009. The Company also had federal minimum tax credit
carryforwards of $3.6 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 presently predict the outcome of these
examinations.
9. INTEREST CAPITALIZATION
Interest cost incurred in 1997, 1996 and 1995 was
$3,214,000, $3,633,000, and $7,043,000, respectively, of which
$169,000, $58,000 and $22,000, respectively, was capitalized.
10. ADVERTISING AND RESEARCH AND DEVELOPMENT
Advertising expense totaled $1,594,000 in 1997, $1,537,000
in 1996 and $1,254,000 in 1995. Research and development
expenses totaled $601,000 in 1997, $543,000 in 1996 and $410,000
in 1995.
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.
The Department of Health of the State of Hawaii (DOH) has
cited the Company for improper disposal of its cannery cooling
and processing wastewater. The Company is in negotiation with
the DOH regarding the penalties it may impose on the Company. In
addition, the Company is a party to litigation related to the
County of Maui's claim against certain chemical manufacturers
because of chemical contamination in certain water wells on Maui.
Based on discussion with counsel, the Company believes that the
final resolution of these matters will not have a material effect
on the Company's financial position or results of operations.
The Company has guaranteed the payment of up to $10 million
of debt service for Kaahumanu Center Associates. The lender will
release the guaranty when Kaahumanu Center attains a defined
level of net operating income.
Premium Tropicals International, LLC (PTI) is a joint
venture between Royal Coast Tropical Fruit Company, Inc. (a
wholly owned subsidiary of Maui Pineapple Company, Ltd.) and an
Indonesian pineapple grower and canner. The joint venture will
market and sell Indonesian canned pineapple in the United States.
The Company is a guarantor of a $2 million line of credit, which
supports letters of credit to be issued on behalf of PTI for
import trading purposes.
12. CONCENTRATIONS OF CREDIT RISK
A substantial portion of the Company's trade receivables
results 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, 1997 and 1996 were as follows:
<TABLE>
1997 1996
(Dollars in Thousands)
Carrying Fair Carrying Fair
Amount Value Amount Value
<S> <C> <C> <C> <C>
Notes and Interest Receivable $ 954 $ 931 $ 739 $ 717
Long-Term Debt and
Accrued Interest $31,859 $32,064 $29,189 $29,033
</TABLE>
14. RECLASSIFICATIONS
Certain amounts for prior years have been reclassified to
conform to the presentation for the current year.
15. BUSINESS SEGMENTS
The Company's reportable segments are Pineapple, Resort and
Commercial & Property. Each segment is a line of business
requiring different technical and marketing strategies.
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 covers non-resort real estate
activities including Kaahumanu Center (investment in Kaahumanu
Center Associates, effective May 1, 1995), Napili Plaza shopping
center, non-resort property rentals and sales and the Company's
land entitlement and management activities.
The accounting policies of the segments are the same as
those described in Note 1, Summary of Significant Accounting
Policies.
<TABLE>
Commercial
1997 Pineapple Resort & Property Other Consolidated
(Dollars in Thousands)
<S> <C> <C> <C> <C> <C>
Revenues (1)(4) $90,949 $ 40,338 $ 5,065 $ 146 $ 136,498
Operating profit (2) 3,749 4,758 127 -- 8,634
Interest expense (1,479) (1,102) (164) (300) (3,045)
Corporate expense (1,670) (986) (606) (965) (4,227)
Income (loss) before
income taxes 600 2,670 (643) (1,265) 1,362
Depreciation 4,562 2,898 415 166 8,041
Equity in earnings
(losses) of joint ventures -- (56) (1,155) -- (1,211)
Investment in
joint ventures 100 112 (6,655) -- (6,443)
Segment assets (3) 63,760 52,437 6,922 11,595 134,714
Expenditures for
segment assets 6,485 4,153 1,002 822 12,462
1996
Revenues (1)(4) 95,700 35,676 4,850 109 136,335
Operating profit (2) 4,007 2,190 105 -- 6,302
Interest expense (1,777) (1,381) (181) (236) (3,575)
Corporate expense (1,323) (898) (613) (1,016) (3,850)
Income (loss) before
income taxes 907 (89) (689) (1,252) (1,123)
Depreciation 4,943 3,050 415 198 8,606
Equity in earnings
(losses) of joint ventures -- 128 (1,010) -- (882)
Investment in
joint ventures -- 2,961 (6,256) -- (3,295)
Segment assets (3) 61,969 53,731 7,943 9,208 132,851
Expenditures for
segment assets 4,657 2,309 289 707 7,962
1995
Revenues (1)(4) 81,052 34,330 10,123 72 125,577
Operating profit
(loss)(2)(5) (3,548) 7,338 3,312 -- 7,102
Interest expense (2,232) (1,707) (2,795) (287) (7,021)
Corporate expense (1,175) (760) (756) (415) (3,106)
Income (loss) before
income taxes (6,955) 4,871 (239) (702) (3,025)
Depreciation 5,112 3,492 1,355 243 10,202
Equity in earnings (losses)
of joint ventures (5) -- 5,142 (1,141) -- 4,001
Investment in
joint ventures -- 3,683 (4,637) -- (954)
Segment assets (5) 63,321 56,340 8,244 9,180 137,085
Expenditures for
segment assets $ 1,537 $ 1,482 $ 1,301 $ 917 $ 5,237
</TABLE>
(1) Amounts are principally revenues from external customers.
Intersegment revenues and interest revenues were
insignificant. Sales to any single customer did not exceed
10% of consolidated revenues. Revenues attributed to
foreign countries were $3.4 million, $5.2 million and $5.4
million, respectively, in 1997, 1996 and 1995. Foreign
sales are attributed to countries based on the location of
the customer.
(2) "Operating Profit (Loss)" is total revenues less all
expenses except allocated corporate and interest expenses
and income taxes.
(3) Segment assets are located in the United States, primarily
Maui. Other assets are corporate and non-segment assets.
(4) Resort includes gains on land sales of $4.2 million in 1997.
Commercial & Property includes gains on land sales of $1
million in 1997, $700,000 in 1996 and $3.4 million in 1995.
(5) Resort operating profit for 1995 includes noncash profits of
$4,990,000, representing the reversal of the Company's
previous equity in losses of Kaptel Associates.
COMMON STOCK
In compliance with the terms of certain borrowing
arrangements, the Company did not declare any dividends in 1997.
The Company paid a dividend of five cents per share in the fourth
quarter of 1996.
At February 2, 1998, there were 379 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
1997 High 42.5 37 40.5 43.75
Low 35 34 36 40.5
1996 High 48 46.5 44.5 47
Low 46 43.5 43.5 40
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
1997 1996 1995 1994 1993
(Dollars in Thousands Except Per Share Amounts)
<S> <C> <C> <C> <C> <C>
FOR THE YEAR
Summary of Operations
Revenues` $136,498 $ 136,335 $ 125,577 $ 125,882 $ 131,172
Cost of goods sold 72,200 75,279 69,314 67,321 84,932
Operating expenses 26,027 24,030 24,315 23,853 22,577
Shipping and marketing 18,053 19,185 16,793 16,568 17,673
General and
administrative 14,600 14,507 15,160 14,352 18,657
Equity in (earnings) losses
of joint ventures 1,211 882 (4,001) 4,844 1,018
Interest expense 3,045 3,575 7,021 5,682 4,797
Income taxes (credits) 499 (376) (1,466) (2,829) (7,423)
Net Income (Loss) 863 (747) (1,559) (3,909) (11,059)
Per Common Share
Net Income (Loss) .48 (.42) (.87) (2.18) (6.15)
Other Data
Cash dividends
Amount -- 90 -- -- 1,348
Per common share -- .05 -- -- .75
Depreciation $ 8,041 $ 8,606 $ 10,202 $ 10,851 $ 10,315
Return on beginning
stockholders' equity 1.5% (1.3%) (2.6%) (6.1%) (14.5%)
Percent of net income (loss)
to revenues .6% (.5%) (1.2%) (3.1%) (8.4%)
AT YEAR END
Current assets less
current liabilities (1) $20,283 $ 19,467 $ 23,428 $ (1,097) $ 29,398
Ratio of current assets
to current liabilities (1) 2.20 2.23 2.78 .97 2.47
Property, net of
depreciation (2) $87,621 $ 86,610 $ 88,557 $ 180,194 $ 148,774
Total assets (2) 134,714 132,851 137,085 235,411 211,588
Long-term debt and
capital leases (2) 29,435 28,898 36,227 99,180 96,108
Stockholders' equity
Amount 58,896 58,033 58,870 60,429 64,321
Per common share $ 32.77 $ 32.29 $ 32.76 $ 33.63 $ 35.79
Common shares
outstanding 1,797,125 1,797,125 1,797,125 1,797,125 1,797,125
</TABLE>
(1) At December 31, 1994, current liabilities exceeded current
assets because borrowings totaling $27.8 million on a
revolving credit commitment were classified as current.
After the amendment to the commitment in July of 1995,
borrowings under this line have been classified as
noncurrent.
(2) 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 FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
1997 vs. 1996
CONSOLIDATED
The Company reported consolidated net income of $863,000 for
1997 compared to a net loss of $747,000 for 1996. The improved
results were due to land sales that contributed $3.3 million to
net income in 1997. In the second quarter of 1997, the Resort
segment recorded the sale of a 50% interest in the 12-acre parcel
of land adjacent to the Kapalua Bay Hotel. In the third quarter
of 1997, the Commercial & Property division recorded the sales of
two land parcels.
General and administrative expenses increased by about 1% in
1997 compared to 1996 as increases due to wage adjustments and
the use of outside consultants were partially offset by lower
expenses for pensions, postretirement benefits and insurance.
Interest expense decreased by 15% in 1997 compared to 1996.
The decrease is a result of lower average borrowings in 1997 and
lower average interest rates. The rate reduction is the result
of moving borrowings into lower fixed rate loans at the end of
1996 and during 1997, and renewing the Company's revolving credit
lines at lower rates in 1997.
PINEAPPLE
Revenues from Pineapple operations were $90.9 million in
1997 compared to $95.7 million in 1996. Operating profits from
Pineapple were $3.7 million in 1997 compared to $4 million in
1996. Lower case sales volume (the number of cases sold) and a
change in the mix of products sold (fruit, juice, concentrate)
resulted in a $6.8 million decline in revenue from Pineapple
operations. This decline was partially offset by higher average
sales prices and higher fresh fruit and other sales.
Pineapple cost of sales decreased with the reduction in
sales volume. The average cost of sales per case sold in 1997
was higher than 1996 because in 1996 there was a partial
liquidation of LIFO inventories that resulted in lower costs from
prior years being included in cost of sales. Cost of sales for
1996 would have been higher by $1,281,000 based on current
production costs for that year. In 1997 recoveries (the amount
of saleable product per ton of fruit processed) were better than
in 1996, resulting in a lower unit production cost of canned
pineapple product. In 1996 unfavorable weather conditions
resulted in poor yield (tons per acre) and lower recoveries and
in turn, an increase in unit production costs.
Pineapple shipping and marketing costs were lower in 1997
compared to 1996 as a result of the lower volume of cases sold
and changes in marketing programs.
RESORT
Revenues from the Kapalua Resort operations were $40.3
million in 1997 compared to $35.7 million in 1996. Operating
profits from this segment were $4.8 million in 1997 compared to
$2.2 million in 1996. Revenues and operating profits for 1997
include the sale to the owners of the Kapalua Bay Hotel of a 50%
interest in the 12-acre parcel of land that is adjacent to the
Hotel. This transaction added $4.2 million to Resort revenues
and operating profits.
Operating profits from Resort ongoing operations declined in
1997 compared to 1996 from $2 million to $.8 million. Lower
operating profits in 1997 largely reflect a 30% decline in income
from commercial leases and an 8% reduction in merchandise sales.
The most significant lease rent reduction was attributable to the
Kapalua Bay Hotel, which was closed during part of 1997 for
restoration work. The ground lease for the Kapalua Bay Hotel was
renegotiated as of September 1996 to include a one year
moratorium on ground rent and two years of reduced rents.
Closure of the hotel also affected Kapalua's other operations,
including merchandise sales and percentage rents from other
commercial leases.
The Kapalua Villas program contributed a 22% increase in
revenue due to additional units in the program in 1997. Kapalua
has managed approximately 55% more units within its villa program
since September of 1996. The expansion of the Villas rental
program resulted in significantly higher operating expenses in
1997, which offset increased revenue.
Resort golf operations contributed a 5% increase in revenues
in 1997 due to an increase in the number of paid rounds.
Commission income from Kapalua Realty Company increased by 40% in
1997 and Resort membership income increased over 60%. However,
these gains were more than offset by increased legal expenses,
resort maintenance and repairs and administration costs.
COMMERCIAL & PROPERTY
Revenues from the Commercial & Property division were $5.1
million in 1997 compared to $4.9 million in 1996. Operating
profits attributable to this segment were $127,000 in 1997
compared to $105,000 in 1996. Improved revenues and operating
profits in 1997 were due to two land sales in the third quarter
of 1997. Land sales in 1997 added $1 million to revenues and
operating profits compared to $700,000 in 1996.
Costs and expenses charged to Commercial & Property were
$4.9 million in 1997 compared to $4.7 million in 1996. Included
in costs and expenses is the Company's equity in the losses of
Kaahumanu Center Associates, which was $1.2 million in 1997
compared to $1 million in 1996. Increased revenues at Kaahumanu
Center were more than offset by higher expenses, most
significantly higher payroll and related costs and bad debt
expense.
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 (fruit, juice, concentrate),
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 that 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 Villas 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 revenues
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. 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 amend certain terms of the
lease, including no minimum rent for the first seven years and no
percentage rent for the first year.
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.
LIQUIDITY, CAPITAL RESOURCES AND OTHER
At December 31, 1997, the Company's total debt, including
capital leases, was $32.5 million compared to $30.2 million at
year-end 1996. Average debt outstanding during 1997 was
approximately 10% lower than 1996.
Unused short- and long-term lines of credit available to the
Company at year-end 1997 totaled $21.9 million. These credit
lines will be sufficient to fund seasonal cash requirements
during 1998. The Company's capital expenditures and other cash
requirements for 1998 are expected to be funded principally by
operating cash flows.
Consolidated capital expenditures are expected to be
approximately $9 million in 1998. Pineapple capital expenditures
are expected to be $6.2 million, of which approximately 54% is
for replacement of existing equipment. Capital expenditures for
the Resort segment are expected to be $2.5 million in 1998, of
which about 79% is for equipment replacements.
In addition to capital expenditures, the Company expects to
expend approximately $2.1 million in 1998 for Resort development
and planning.
Duties up to 51% on canned pineapple fruit imported from
Thailand into the United States were in effect throughout 1997 as
a result of an antidumping petition in 1994 to which the Company
was a party. In 1997 both the Company and the Department of
Commerce appealed a November 1996 decision by the United States
Court of International Trade (USCIT) regarding the appropriate
method to allocate cost to canned pineapple. If the decision
reached by the USCIT is upheld, the duties presently imposed on
these imports could be substantially reduced. A final decision
by the United States Court of Appeals for the Federal Circuit is
not expected before mid-1998.
The amount of duties on pineapple imports from Thailand is
subject to annual administrative reviews by the Department of
Commerce. These reviews can be called for by either the Company
or the Thai producers. If the cost of production changes
relative to the selling price of the product in the U.S., the
duties would be adjusted. Based on results of the recently
finalized first review, there were no significant adjustments to
the duties. Results of the second review, which covers the
period from July 1996 to June 1997, are pending.
In 1997 approximately 85% of the canned pineapple sold in
the United States was produced in foreign countries, most
significantly, in Thailand, the Philippines and Indonesia. To
the extent that devaluation of foreign currencies have the effect
of lowering competitors' cost of production, the Company could be
adversely affected.
Approximately 20% of the visitors to Maui and 40% of the
visitors to the State of Hawaii are eastbound. Continuation of
the present Asian economic crisis could affect the financial
results of Kapalua Resort because visitors from Asia, in
particular Japan, represent a significant part of Kapalua's
market for merchandise, golf, real estate and accommodations.
In June of 1997, at a total cost of $3.2 million, the
Company completed a system for disposal of its cannery cooling
and processing wastewater. The system replaced the Company's
previous system, which was cited by the Department of Health of
the State of Hawaii (DOH) as not meeting certain regulations.
The Company is in negotiation with the DOH regarding the
penalties it may impose on the Company. In addition, the Company
is a party to litigation related to the County of Maui's claim
against certain chemical manufacturers because of chemical
contamination in certain water wells on Maui. Presently, the
Company cannot predict the outcome of these issues with
certainty; however, based on discussions with counsel, the
Company believes that there will be no material adverse effect on
its financial position or results of operations.
The Company is in the process of reviewing the corrective
action necessary to enable all of its data processing systems and
computer applications to properly identify dates after 1999. A
significant number of the Company's data processing applications
use software programs purchased from outside vendors. The
vendors of the Company's core data processing applications have
already provided or will have provided all necessary system
modifications by the end of 1998. At this time it appears that
the Company's current information services personnel will be able
to modify the Company's other software programs without using
outside resources. Currently, no material prospective
expenditures for "Year 2000" compliance have been identified.
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).
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 is reflected at an amount below
current cost. The replacement cost of pineapple inventory was
$25 million at December 31, 1997, which was $14 million more than
the amount reflected in the financial statements.
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 1998 profitability, the future of new products and new
business development, distribution of pineapple through Premium
Tropicals International LLC and under the Royal Coast label, the
winter crop output in Thailand and Indonesia, the appeal of a
decision affecting antidumping duties, development of the 12-acre
site next to the Kapalua Bay Hotel, and the effects of changes
involving 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 eastbound or westbound
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
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
Retired Financial Vice President
& Treasurer
Hawaiian Electric Industries, Inc.
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
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
Paul J. Meyer
Vice President/Cannery
Eduardo E. Chenchin
Vice President/Plantations
L. Douglas MacCluer
Treasurer
Darryl Y. H. Chai
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
KAPALUA LAND COMPANY, LTD.
Officers
President & Chief Executive Officer
Donald A. Young
Executive Vice President/Finance
Paul J. Meyer
Vice President/Administration
Caroline P. Egli
Vice President/Development
Robert M. McNatt
Vice President/Resort Operations
Gary M. Planos
Vice President/Marketing
Peter A. Sanborn
Treasurer
Darryl Y. H. Chai
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
