MAUI LAND & PINEAPPLE COMPANY, INC
ANNUAL REPORT
1998
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 inside back cover
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 2,030 people in 1998 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. 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.
On the cover: Pineapple field overlooking Kapalua Resort with the
island of Molokai in the background
Printed in Hawaii
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
www.mauiland.com
Maui Pineapple Company, Ltd.
P. O. Box 187
Kahului, Hawaii 96733-6687
Telephone: 808-877-3351
Fax: 808-871-0953
www.pineapplehawaii.com
Kapalua Land Company, Ltd.
1000 Kapalua Drive
Kapalua, Hawaii 96761-9028
Telephone: 808-669-5622
Fax: 808-669-5454
www.kapaluamaui.com
Kaahumanu Center
275 Kaahumanu Avenue
Kahului, Hawaii 96732-1612
Telephone: 808-877-3369
Fax: 808-877-5992
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>
1998 1997 1996
(Dollars in Thousands Except Per Share Amounts)
<S> <C> <C> <C>
REVENUES
Pineapple $ 97,658 $ 90,949 $ 95,700
Resort 41,929 40,338 35,676
Commercial & Property 4,087 5,065 4,850
Corporate 37 146 109
Total 143,711 136,498 136,335
INCOME (LOSS) BEFORE
EXTRAORDINARY LOSS 4,340 863 (747)
NET INCOME (LOSS) 3,596 863 (747)
PER COMMON SHARE
Income (Loss) Before
Extraordinary Loss .60 .12 (.10)
Net Income (Loss) $ .50 $ .12 $ (.10)
AVERAGE COMMON
SHARES OUTSTANDING 7,188,500 7,188,500 7,188,500
TOTAL ASSETS $ 136,247 $ 135,507 $132,851
CURRENT RATIO 2.14 2.20 2.23
LONG-TERM DEBT and
CAPITAL LEASES $ 23,592 $ 29,435 $ 28,898
STOCKHOLDERS' EQUITY 62,492 58,896 58,033
STOCKHOLDERS' EQUITY PER
COMMON SHARE $ 8.69 $ 8.19 8.07
EMPLOYEES 2,030 2,270 2,160
</TABLE>
All references to the number of common shares and per share amounts
have been restated to reflect the May 1, 1998 four-for-one common
stock split.
TO OUR SHAREHOLDERS and EMPLOYEES:
Maui Land & Pineapple Company continued to make progress in
terms of financial results in 1998. Net profit increased from
$863,000 in 1997 to $3,596,000 in 1998. We are pleased and
gratified with the improvements made in the Company's operations
over the last five years. For the first time since 1993, the
Company has the ability to pay a reasonable dividend to
shareholders. While 1998 net profit represents a 6% return on
beginning shareholder's equity, it remains short of our goal for
the Company of 10% to 15% return on equity. Our primary focus will
remain on achieving an appropriate level of profitability for the
Company.
The 1998 net profit of $3.6 million included net income from
the sale of a 75-acre parcel in Plantation Estates Phase II at
Kapalua in December of 1998. Land sales contributed approximately
$2.9 million to net income in 1998 compared to about $3.3 million
in 1997. The increase in net income in 1998 also resulted from
higher operating profits from Pineapple and Kapalua Resort
operations, which more than offset lower results from the
Commercial & Property segment. In December of 1998, the Company
retired $20 million of 8.86% senior unsecured notes with a $15
million bridge loan and cash generated by the Company's operations.
The prepayment premium of $1.2 million has been accounted for as an
extraordinary loss of $744,000, net of an income tax credit of
$456,000.
Cash provided by operating activities increased from $3.5
million in 1997 to $17.6 million in 1998. The increase on a year-
to-year basis is attributable to improved operating results and
cash flows in the Pineapple and Resort divisions. As a result, the
Company reduced its total debt, including capital leases, by $6.2
million, from $32.5 million at year-end 1997 to $26.3 million in
1998. Taking into account the Company's $3.4 million year-end cash
position, the debt level is close to our goal for debt and
financial leverage of $20 to $22 million. The Company will benefit
from the reduced level of debt in terms of reduced interest
expense. In addition to refinancing of the $20 million 8.86% notes
mentioned above, another transaction was accomplished that will
serve to reduce the Company's interest expense. Effective January
1, 1999, the interest rate on the 8.25% mortgage note on Napili
Plaza was renegotiated to 7.25%.
The Pineapple division produced by far the bulk of the 1998
profit improvement from 1997. Operating profits rose from $2.1
million in 1997 to $5.5 million in 1998. Part of the improved
results was due to a partial liquidation of LIFO inventories in
1998, which reduced cost of sales by $1.6 million. Cost of sales
were also reduced as a result of lower per unit production costs
because of improved recoveries and cost reduction measures
implemented by the Pineapple division. Pineapple revenues of $97.7
million were up 7% from 1997 because of higher sales volume of
canned pineapple products and a firming of prices throughout the
year, resulting in an increase in average prices over 1997.
Weather-related problems in some of the major pineapple producing
areas of the world resulted in low inventories of canned pineapple
in 1998. Revenue contribution from fresh fruit sales increased by
7% in 1998 in spite of a decline in the number of visitors to
Hawaii and intense competition from local pineapple growers.
The Kapalua Resort division generated improved financial
results in 1998 with operating profits of $5.2 million, or $1.5
million higher than 1997. Reopening of The Kapalua Bay Hotel,
which was closed for part of 1997 for restoration work, contributed
to 1998 results in terms of additional ground rents and an overall
increase in visitor traffic. Lower marketing costs coupled with
increased revenue and operating profit from most of the other
departments in the Resort division also contributed to improved
1998 results. Gains from land sales contributed $1 million less to
Resort operating profit in 1998 than 1997.
We were pleased with the success of the Mercedes
Championships, the opening event of the PGA TOUR season, which we
hosted for the first time in January 1999. Television coverage was
excellent, spectator attendance was at an all-time high and many
local charities benefited from the distribution by the tournament's
non-profit host organization, Kapalua Maui Charities, Inc.
The Commercial & Property segment struggled with difficult
market conditions in 1998 related to both the Hawaii economy and an
over-built retail market. Losses attributable to Kaahumanu Center
increased by approximately $100,000 in 1998 to $1 million. Cash
flow for Kaahumanu Center just about broke even and, fortunately,
did not require cash contributions from the partners. Napili Plaza
showed improved financial results with an operating profit of
$268,000 for 1998 in spite of new competition in the Napili area.
The project to expand the Kahului Airport runway from 7,000
ft. to 9,600 ft. moved forward in 1998 through the county, state
and federal government agencies. Pending State Land Use Commission
hearings, the next step is to complete required approval processes
through the county's Planning Department and the Maui County
Council. Until this infrastructure is approved and permitted to be
constructed, sales of our mainland Jet Fresh whole pineapple, as
well as other Maui agricultural products are limited by lack of
cargo capacity. Completion of this project is also a key component
to the health of Maui's visitor and retail trades. Successful
realization and completion of the runway expansion will depend on
the community working together in 1999 to support this necessary
and important infrastructure project.
In 1998, the Company's Pineapple division continued to make
progress in new product development. Early sales results by Maui
retailers of our new fresh cut product, pineapple wedges and chunks
packaged in plastic containers, have been strong. We are expanding
test distribution to Oahu and the continental United States. The
Pineapple division has been experimenting with a variety of fresh
Hawaiian grown produce and we are pleased with the progress made in
this area. In 1998, we identified potential sources of pineapple
in Central America and, in 1999, we are negotiating long-term
alliances.
The Resort division outlook for 1999 is expected to be
positive, although the visitor industry continues to have
difficulty with reduced eastbound traffic. Coconut Grove on
Kapalua Bay, a 36-unit condominium project to be constructed on the
12-acre parcel adjacent to The Kapalua Bay Hotel, will be a major
focus of attention in 1999 as we move toward construction.
Construction of the new Village Course Clubhouse and Kapalua Golf
Academy will be underway shortly. We expect this project to
significantly enhance the golf experience Kapalua provides.
Starwood Hotels and Resorts assumed management of The Kapalua Bay
Hotel in February of 1999; we feel this change was timely and will
produce positive results for Kapalua.
Leasing activity at Kaahumanu Center continues to be strong
with several proposals pending and others in the negotiation stage.
In early 1999, an advertising contract was awarded to create a new
graphic image and appropriate media placement for the visitor
market.
In May of 1998, the Company's common stock was split four-for-
one and began trading on the American Stock Exchange under the
symbol "MLP." We believe our shareholders have benefited from the
stock split and Amex listing as it has resulted in wider public
trading of our stock, a reduced spread between the ask and bid
prices and greater reliability of information on share price and
trading.
We enter 1999 with confidence that we have made solid progress
in positioning our Pineapple and Resort businesses for improved
financial results. Our Commercial segment will be a challenge as
we work to improve performance of Kaahumanu Center. In 1999, we
will remain focused on the Company's goals and on the challenges
and opportunities ahead of us. In February of 1999, in view of our
1998 profits, the Company's Board of Director's declared a dividend
of 12.5 cents per share.
We express our gratitude to our shareholders for their support
and to our employees for their commitment and accomplishments.
/S/ MARY C. SANFORD
Mary C. Sanford
Chairman
/S/ GARY L. GIFFORD
Gary L. Gifford
President & CEO
February 12, 1999
PINEAPPLE
The Pineapple division reported an operating profit in 1998,
before allocated interest and income taxes, of $5.5 million, $3.4
million higher than 1997. This was Pineapple's third consecutive
year of profitability and the division's best financial results
since 1988.
Pineapple revenue for 1998 was $97.7 million, up 7% from 1997.
Canned pineapple provided 89% of total sales, with case sales
volume increasing 3% over 1997 levels. Pricing firmed throughout
the year, resulting in an increase in average prices over 1997.
Case sales volume of grocery fruit, the largest category
within the canned fruit product line, increased by 9%, followed by
an 8% increase in institutional fruit. Government fruit sales
declined 17%, which was offset by smaller gains in other
categories, resulting in the overall case volume increase of 4%.
Juice case volume declined slightly, while grocery juice, the
largest category, remained consistent with the 1997 level despite
downward sales trends in other types of canned fruit juices. We
expect the trend of overall sales decline in canned fruit juices to
continue and are exploring alternatives for pineapple juice.
Sales of fresh fruit increased 7% over 1997 to $8 million, due
primarily to increased volume. Sales of fresh fruit in Hawaii made
a strong financial contribution in spite of a downturn in the
visitor industry and intense competition from local pineapple
growers. The mainland Jet Fresh fruit program, while profitable,
continues to be faced with transportation problems due to limited
cargo capacity out of Kahului Airport. We expect Jet Fresh sales
volume to increase if certain governmental and environmental
hurdles are overcome and the Kahului Airport runway expansion is
completed.
The division had an excellent production year as tonnage and
unit cases per ton of fruit processed (recovery) were higher than
expected. Higher tonnage and recovery were primarily due to good
agricultural practices, efficient use of irrigation systems, and
excellent harvesting and packing control at the plantations and the
cannery. Overall, the plantations experienced a drier year than
normal. Rainfall at every key rain gauge station on both
plantations was recorded at levels below the five-year historical
average.
In 1998, the division continued to reduce its production costs
by not planting unreliable fields with a history of low yields. As
a result, we expect tonnage to be modestly lower and anticipate
achieving higher average quality fruit. In addition, we expect to
harvest more second ratoon crops in the future. Production costs
were also reduced by consolidating certain departments and by an
early retirement program. The early retirement program resulted in
a one-time charge of $320,000 to general and administrative expense
in 1998. Additional cost reductions may be made in 1999 and future
years.
We continue to monitor canned pineapple imports into the
United States. Through November 1998, the year-to-date case volume
of imported canned pineapple fruit, juice and concentrate decreased
20%, 2% and 22%, respectively, from 1997. This reduction was
primarily due to problems ranging from drought to floods in the
major pineapple producing areas of Thailand, Indonesia and the
Philippines. Imports from Thailand and Indonesia also were reduced
by problems related to the devaluation of local currencies. Many
companies in the major pineapple producing areas increased their
plantings in 1998. Therefore, we expect competition to intensify
when these plantings reach maturity. Accordingly, we expect an
increase in import case volume into the U.S. market as early as the
middle of 1999.
Antidumping duties were in effect on canned pineapple fruit
from Thailand throughout 1998. Many larger Thai pineapple
companies had their antidumping duties reduced significantly
through the annual review process. The U.S. Department of Commerce
has begun its third annual review. We anticipate the announcement
of preliminary dumping margins and tariffs to be made in April 1999
with final results expected in July 1999. We do not expect any
significant changes in the current duty structure in 1999.
We are making progress in new product and business
development. In 1998, we introduced our new fresh cut product
consisting of fresh cut wedges and chunks of pineapple in plastic
containers to the Maui grocery market. Retail trade response has
been excellent and early sales results by Maui retailers are
stronger than projected. These results are encouraging and the
knowledge gained in this test market will help us as we introduce
this new product in the continental United States in 1999.
Sales from Premium Tropicals International, a joint venture
between our subsidiary, Royal Coast Tropical Fruit Company, Inc.,
and Indonesia's P.T. Great Giant Pineapple Company, continue to be
somewhat below expectations. Weather-related problems in
Indonesia, which resulted in low fruit supply, as well as the
political and economic difficulties in that area have reduced the
volume of cases available for sale. We expect the fruit supply to
increase in 1999 and hope the political and economic environment
will improve.
Royal Coast Tropical Fruit Company imports and sells fresh
pineapple from Central America and a variety of fresh Hawaiian
produce. Although 1998 sales were somewhat below expectations, we
are pleased with the progress made in some of the smaller specialty
products, such as Hawaiian papayas. In 1998, we made progress in
positioning ourselves for long-term development in Central America
in anticipation of increasing our pineapple sales volume from this
source.
The Pineapple division's primary focus in 1999 will be to
improve competitiveness and profitability by emphasizing cost
reductions in operations, maximizing yields and improving recovery.
Significant resources will be directed toward the fresh cut
products where customer demand is growing. Sales and marketing
objectives will be to achieve the highest return from sales of 100%
HAWAIIAN U.S.A. canned pineapple and to expand sales through the
Royal Coast Tropical Fruit Company label and the Premium Tropicals
International joint venture.
We expect 1999 to be a challenging year as we continue to
expand and improve our business.
RESORT
The Resort division showed continued financial improvement in
1998 with an operating profit, before allocated interest and taxes,
of $5.2 million compared with $3.8 million in 1997. Both resort
development and resort operations contributed about equally to the
1998 operating profit.
As expected, substantially all resort development profit came
from the sale of a 75-acre parcel in Plantation Estates Phase II in
December 1998. The buyer has consolidated the original plan of two-
acre lots into a single lot for family use that may be subdivided
into a maximum of eight large ranch estate lots. Resort
development profit in 1998 also included the prepayment of a note
receivable by The Ridge Homeowners Association related to their
purchase of the fee interest underlying the condominiums in 1989.
Although it is not reflected in financial results for 1998,
there was significant progress in our resort development plans,
particularly related to two very important projects - The Village
Course Clubhouse and Kapalua Golf Academy, and Coconut Grove on
Kapalua Bay.
In January 1999, we held the formal blessing and
groundbreaking for the new clubhouse and golf academy. The $15
million development includes a new 27,000 sq.ft. clubhouse, world-
class practice facility, 18-hole putting course and two 8,000
sq.ft. commercial retail parcels. The practice facility designed
by Hale Irwin is expected to be completed by year-end while the
clubhouse should be open in mid-2000. In addition to significantly
enhancing Kapalua's golf experience, this project will provide a
foundation and anchor for a planned Town Center commercial
development.
In November 1998, we received Special Management Area approval
from the Maui Planning Commission for the 36 luxury beachfront
condominiums called Coconut Grove on Kapalua Bay. Our 50/50
partner is Lend Lease Real Estate Investment Inc., owner of The
Kapalua Bay Hotel. Presales are expected to begin in the second
quarter of this year with construction scheduled to start this
summer. Profits from the sales of condominiums are expected to be
recognized in the year 2000 when construction will be completed.
Designed by award-winning architect Mark Scheurer, Coconut Grove on
Kapalua Bay represents our first condominium development at Kapalua
in nearly 20 years and a new standard of quality for the resort
residential community.
Real estate resale activity for Kapalua followed the overall
trend for Maui resort real estate with an increase of 28% in total
dollar volume in 1998 compared to 1997. Kapalua Realty continued
to maintain a dominant market share of the resort sales volume.
Unlike the real estate trend, the visitor industry struggled
in 1998 from a significant decline in eastbound visitors caused by
the general economic crisis in Asia. This had the greatest impact
on Oahu and the Waikiki hotels that rely heavily on the Japanese
market. Maui, however, was able to offset this decline with an
increase in westbound traffic and finished 1998 with a slight
increase in full-year occupancy. Kapalua occupancy increased about
6% in 1998, mostly from The Kapalua Bay Hotel having a full year of
operation since its renovation.
As expected, profits from resort operations increased
significantly in 1998 due in part to the re-opening of The Kapalua
Bay Hotel, which had been closed for restoration work during part
of 1997, and reduced marketing costs from not having a major,
nationally televised golf tournament in 1998. Higher golf green
fees, villa rental income, real estate commissions and commercial
lease rents also contributed to improved projects.
In early January 1999, we successfully hosted our inaugural
Mercedes Championships and the start of the PGA TOUR season. This
prestigious event, featuring the 1998 PGA TOUR champions and a
total purse of $2.6 million, was won by David Duval under near-
perfect conditions at The Plantation Course. All four rounds were
covered by ESPN, telecast prime time on the East Coast, a first for
the tournament. Spectator attendance was at an all time high; the
final round alone drew a crowd of approximately 10,000 residents
and visitors. We look forward to extending our relationship with
Mercedes-Benz and the PGA TOUR beyond our initial four-year
agreement. The Mercedes Championships is a key element in our
strategic plan to position Kapalua among the world's finest golf
resort communities. The event played an important role for the
community through its impact on local charities that will receive
over $180,000 distributed through the tournament's non-profit host
organization, Kapalua Maui Charities, Inc.
In February 1999, Starwood Hotels and Resorts assumed
management responsibility for The Kapalua Bay Hotel, which will be
positioned as a "Luxury Collection" property. Starwood is one of
the world's largest hotel companies with over 650 hotels and brings
significant marketing and operational strength to Kapalua. In
response to a strong market for hotel investments, the owners of
both Kapalua hotels considered selling the properties last year,
but discontinued those efforts when the market weakened. Kapalua
continues to be well positioned with the offering of two distinctly
different luxury hotels (The Ritz-Carlton, Kapalua and The Kapalua
Bay Hotel) and a unified resort rental program of over 260 villas
and homes (The Kapalua Villas).
Overall, the outlook for the Resort division remains positive
with the resort strategically positioned for continued improvement
in both resort operations and development.
COMMERCIAL & PROPERTY
The Company's Commercial & Property business segment produced
an operating loss, before allocation of interest and income taxes,
of slightly over $1 million in 1998 compared to an operating loss
of $479,000 in 1997. Revenues decreased from $5.1 million in 1997
to $4.1 million in 1998. In 1998, contributions from land sales
were significantly lower than 1997.
The Company's share of joint venture losses from Kaahumanu
Center Associates increased from $1,155,000 in 1997 to $1,240,000
in 1998. Combined with management fee revenue and other revenue
and expenses, the Company's operating loss attributable to
Kaahumanu Center was approximately $1,000,000 in 1998 compared to
approximately $900,000 in 1997.
The losses at Kaahumanu Center, Maui's only regional mall,
were higher than the previous year and higher than anticipated for
1998 due primarily to tenant turnover and the timing of new tenant
installations. New merchants opening in 1998 included Sam Choy's
Kahului, Kids Footlocker, Shades of California and Serendipity.
Traffic was strong at the mall with vehicular traffic increasing by
10% over 1997. Tenant sales at Kaahumanu Center increased
approximately 1% in 1998 compared to 1997. However, revenues
declined by 1.5%, primarily as a result of rent concessions, while
expenses remained approximately the same as 1997.
Napili Plaza, the Company's 44,000 sq.ft. retail shopping and
commercial office center in West Maui, showed improved results.
Revenues for 1998 were approximately the same as 1997 while
expenses declined by 8% from 1997, which resulted in an operating
profit of $268,000 for 1998 compared to an operating profit of
$207,000 in 1997. While tenant occupancy for 1998 was higher than
1997, tenant sales were down approximately 7%, largely attributable
to new competition in the area.
Operating losses from other property rentals and land
management declined from $779,000 in 1997 to $574,000 in 1998.
Gains on land sales decreased in 1998 to $221,000 compared to
$1,006,000 in 1997.
In 1998, the Company obtained land use entitlement approvals
from the County of Maui for two Company-owned parcels. The first
parcel, approximately 2.5 acres in land area, is located within
Haliimaile Village and was rezoned to Country Town Business
District. The second parcel, approximately 11 acres in area, is
located in West Maui and was reclassified to State Urban and
rezoned to R-1 Residential District. Rezoning approval is the
final step in the lengthy land use entitlement process.
Land use entitlement approvals for the 11-acre parcel in West
Maui were granted pursuant to the applications submitted in
December of 1997. A Special Management Area (SMA) Permit
application for development of the subject parcel as a 45-lot Kapua
Village Employee Subdivision was made at the same time. The SMA
Permit application will be processed as a contested case hearing
due to opposition to the subdivision by neighboring landowners.
The contested case hearing proceedings will delay commencement of
work on the subdivision. It is anticipated that proceedings will
conclude sometime during mid-1999 in our favor.
The partially complete Land and Water Use and Development Plan
and Management Information System Database have provided benefits
in the daily management of the Company's land and water resources.
It is anticipated that the plan and database will be completed in
1999.
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, 1998 and 1997, 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, 1998. 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 at December 31, 1998 and 1997, and the results of their
operations and their cash flows for each of the three years in the
period ended December 31, 1998 in conformity with generally
accepted accounting principles.
/S/ DELOITTE & TOUCHE
DELOITTE & TOUCHE LLP
Honolulu, Hawaii
February 8, 1999
(March 12, 1999, as to fifth paragraph of Note 4)
<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 1998 and 1997
<CAPTION>
1998 1997
(Dollars in Thousands)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 3,447 $ 1,611
Accounts and notes receivable,
less allowance of $493 and $567
for doubtful accounts 13,005 12,748
Inventories
Pineapple products 8,380 11,125
Real estate held for sale 1,083 1,349
Merchandise, materials and supplies 6,057 6,239
Prepaid expenses and other assets 3,659 4,076
Total Current Assets 35,631 37,148
NOTES RECEIVABLE--REAL ESTATE SALES -- 370
INVESTMENTS AND OTHER ASSETS 10,695 9,942
PROPERTY
Land 4,618 4,614
Land improvements 45,868 42,761
Buildings 49,708 49,285
Machinery and equipment 104,052 98,700
Construction in progress 5,721 5,144
Total Property 209,967 200,504
Less accumulated depreciation 120,046 112,457
Net Property 89,921 88,047
TOTAL $136,247 $135,507
<CAPTION>
1998 1997
(Dollars in Thousands)
<S> <C> <C>
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Current portion of long-term debt $ 2,254 $ 2,043
Current portion of capital lease obligations 499 1,009
Trade accounts payable 6,613 6,166
Customers' deposits 1,304 950
Payroll and employee benefits 4,085 4,637
Other accrued liabilities 1,891 2,060
Total Current Liabilities 16,646 16,865
LONG-TERM LIABILITIES
Long-term debt 22,913 28,257
Capital lease obligations 679 1,178
Accrued retirement benefits 22,920 22,364
Equity in losses of joint venture 7,969 6,655
Other noncurrent liabilities 2,628 1,292
Total Long-Term Liabilities 57,109 59,746
CONTINGENCIES AND COMMITMENTS
STOCKHOLDERS' EQUITY
Common stock--no par value, 7,200,000 shares
authorized, 7,188,500 shares issued
and outstanding 12,318 12,318
Retained earnings 50,174 46,578
Stockholders' Equity 62,492 58,896
TOTAL $136,247 $135,507
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, 1998, 1997 and 1996
<CAPTION>
1998 1997 1996
(Dollars in Thousands Except Per Share Amounts)
<S> <C> <C> <C>
REVENUES
Net sales $113,391 $101,421 $106,666
Operating revenue 29,123 29,058 28,062
Other income 1,197 6,019 1,607
Total Revenues 143,711 136,498 136,335
COSTS AND EXPENSES
Cost of goods sold 76,049 72,200 75,279
Operating expenses 26,168 26,027 24,030
Shipping and marketing 16,673 18,053 19,185
General and administrative 15,094 14,600 14,507
Equity in losses of joint ventures 1,160 1,211 882
Interest 3,039 3,045 3,575
Total Costs and Expenses 138,183 135,136 137,458
INCOME (LOSS) BEFORE
INCOME TAXES AND
EXTRAORDINARY LOSS 5,528 1,362 (1,123)
INCOME TAX EXPENSE (CREDIT) 1,188 499 (376)
INCOME (LOSS) BEFORE
EXTRAORDINARY LOSS 4,340 863 (747)
EXTRAORDINARY LOSS, NET OF
INCOME TAX CREDIT OF $456 (744) -- --
NET INCOME (LOSS) 3,596 863 (747)
RETAINED EARNINGS,
BEGINNING OF YEAR 46,578 45,715 46,552
CASH DIVIDENDS -- -- (90)
RETAINED EARNINGS, END OF YEAR 50,174 46,578 45,715
PER COMMON SHARE
Income (Loss) Before
Extraordinary Loss .60 .12 (.10)
Extraordinary Loss,
Net of Income Tax Credit (.10) -- --
Net Income (Loss) .50 .12 (.10)
Cash Dividends $ -- $ -- $ .01
Average Common
Shares Outstanding 7,188,500 7,188,500 7,188,500
See Notes to Consolidated Financial Statements.
</TABLE>
<TABLE>
MAUI LAND & PINEAPPLE COMPANY, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 1998, 1997 and 1996
<CAPTION>
1998 1997 1996
(Dollars in Thousands)
<S> <C> <C> <C>
OPERATING ACTIVITIES
Net income (loss) $ 3,596 $ 863 $ (747)
Adjustments to reconcile
net income (loss) to net cash
provided by operating activities
Depreciation 8,176 8,041 8,606
Undistributed equity in
losses of joint ventures 1,194 1,211 1,010
Gain on property disposals (627) (5,254) (812)
Deferred income taxes (523) (313) (389)
(Increase) decrease in
accounts receivable (526) 1,446 (1,105)
(Increase) decrease
in inventories 5,193 (1,219) 3,191
Increase (decrease) in
trade payables (420) (1,356) 1,602
Net change in other operating assets
and liabilities 1,568 34 398
NET CASH PROVIDED BY
OPERATING ACTIVITIES 17,631 3,453 11,754
INVESTING ACTIVITIES
Purchases of property (8,230) (8,388) (5,284)
Proceeds from sale of property 634 5,882 845
Distributions from joint ventures -- 1,460 712
Contributions to joint ventures (425) (1,030) --
Payments for other investments (1,632) (1,815) (437)
Proceeds from surrender of
insurance policies -- -- 3,125
Reimbursement from Kaahumanu
Center Associates -- -- 328
NET CASH USED IN
INVESTING ACTIVITIES (9,653) (3,891) (711)
FINANCING ACTIVITIES
Proceeds from long-term debt 30,647 23,891 18,800
Payments of long-term debt (35,780) (20,991) (28,097)
Payments on capital lease
obligations (1,009) (1,304) (1,369)
Dividend paid -- -- (90)
NET CASH PROVIDED BY (USED IN)
FINANCING ACTIVITIES (6,142) 1,596 (10,756)
NET INCREASE IN CASH 1,836 1,158 287
CASH AND CASH EQUIVALENTS
AT BEGINNING OF YEAR 1,611 453 166
CASH AND CASH EQUIVALENTS
AT END OF YEAR $ 3,447 $ 1,611 $ 453
Supplemental Disclosures of Cash Flow Information and Non-Cash
Investing and Financing Activities:
1. Cash paid during the year (in thousands):
Interest (net of
amount capitalized) $ 4,809 $ 3,235 $ 3,751
Income taxes 984 335 301
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).
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.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits in
banks and commercial paper with original maturities of three
months or less.
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 were accrued over the
period of active employment. On October 1, 1998, these plans
were terminated (see Note 5 to Consolidated Financial
Statements).
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.
EARNINGS PER COMMON SHARE
Earnings per common share is computed using the weighted
average number of shares outstanding during the period. The
Company has no dilutive potential common shares outstanding. All
references to shares outstanding and per share amounts for prior
periods have been restated to reflect the four-for-one split of
the Company's common stock that was effected on May 1, 1998.
2. INVENTORIES
Pineapple product inventories were comprised of the
following components at December 31, 1998 and 1997:
1998 1997
(Dollars in Thousands)
Finished Goods $ 5,979 $ 8,977
Work In Progress 839 823
Raw Materials 1,562 1,325
Total $ 8,380 $11,125
The replacement cost of pineapple product inventories at
year-end approximated $19 million in 1998 and $25 million in
1997. In 1998 and 1996, 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, net income for 1998 would have
decreased by $1,360,000 or $.19 per share and the net loss for
1996 would have increased by $795,000 or $.11 per share.
3. INVESTMENTS AND OTHER ASSETS
Investments and Other Assets at December 31, 1998 and 1997
consisted of the following:
1998 1997
(Dollars in Thousands)
Deferred Costs $ 6,230 $ 5,780
Cash Surrender Value of Life
Insurance Policies (net) 515 532
Prepaid pension asset 2,247 2,392
Other 1,703 1,238
Total $10,695 $ 9,942
Deferred costs are primarily intangible predevelopment costs
related to various projects at the Kapalua Resort, which will be
allocated to future development projects.
Cash surrender value of life insurance policies are stated
net of policy loans totaling $597,000 and $892,000, respectively,
at December 31, 1998 and 1997.
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 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 operating information for PCA for the years ended
December 31, 1997 and 1996 follows:
1997 1996
(Dollars in Thousands)
Revenues $ 1,823 $ 560
Costs and Expenses 1,850 397
Net Income (Loss) $ (27) $ 163
Kapalua's pre-tax share of the joint venture's net income
(loss) was $(56,000) for 1997 and $128,000 for 1996. 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 in
1997 and $850,000 in 1996.
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.
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 expansion and renovation were 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 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.
The Company has a long-term agreement with KCA to manage
Kaahumanu Center. The agreement provides for certain performance
tests, which if not met, could result in termination of the
agreement. The tests were not met in 1998, but termination of
the agreement is not presently being considered. KCA does not
have any employees. As manager, the Company provides all
administrative and on-site personnel and 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 1998, 1997 and 1996, reimbursements from
KCA for payroll and other costs and expenses totaled $2,303,000,
$2,240,000 and $2,391,000, respectively, and the Company charged
KCA $2,402,000, $2,574,000 and $2,621,000, respectively, for
electricity and management fees. At December 31, 1998 and 1997,
$333,000 and $430,000, 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, 1998 and 1997 and operating information for each of the three
years ended December 31, 1998 follows:
1998 1997
(Dollars in Thousands)
Current assets $ 1,039 $ 923
Property and equipment, net 73,861 76,539
Other assets, net 2,311 2,493
Total Assets 77,211 79,955
Current liabilities 2,200 1,454
Noncurrent liabilities 61,366 62,376
Total Liabilities 63,566 63,830
Partners' Capital $ 13,645 $16,125
1998 1997 1996
Revenues $ 13,625 $13,945 $ 13,677
Costs and Expenses 16,104 16,255 15,697
Net Loss $ 2,479 $ 2,310 $ 2,020
The Company's share of losses from KCA was $1,240,000,
$1,155,000 and $1,010,000, respectively, for 1998, 1997 and 1996.
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, 1998, the accumulated
unpaid preferred return was $8.8 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 $8 million at
December 31, 1998. 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.
4. BORROWING ARRANGEMENTS
Short-term bank lines of credit available to the Company at
December 31, 1998 were $2 million. These lines provide for
interest at the prime rate (7.75% at December 31, 1998) plus 1/4%
to 1%. There were no borrowings under these lines at December
31, 1998, but $667,000 in letters of credit were reserved against
these lines to secure the Company's deductible portion of
insurance claims administered by various insurance companies.
During 1998, 1997 and 1996, the Company had average
borrowings outstanding of $33 million, $32.8 million and $36.5
million, respectively, at average interest rates of 8.9%, 8.8%
and 8.9%, respectively.
Long-term debt at December 31, 1998 and 1997 consisted of
the following (interest rates represent the rates at December
31):
1998 1997
(Dollars in Thousands)
Bridge loan, 8% $ 15,000 $ --
Senior unsecured notes, 8.86% -- 20,000
Mortgage loan, 8.25% 4,886 4,948
Equipment loans, 7.23% to 8.24%
and 8.14% to 8.68% 3,918 4,335
Other 6.76% to 8.46% and 8.45% 1,363 1,017
Total 25,167 30,300
Less portion classified as current 2,254 2,043
Long-term debt $ 22,913 $28,257
On December 31, 1998, the $20 million of 8.86% senior
unsecured notes were retired with a $15 million bridge loan (7.3%
at January 4, 1999) and cash generated by the Company's
operations. Principal payments on the $20 million loan were due
from 1999 through 2003. A prepayment penalty of $1.2 million was
paid for early extinguishment of the 8.86% notes and has been
accounted for as an extraordinary loss of $744,000 (net of income
tax credit of $456,000).
On March 12, 1999, the Company accepted a commitment for a
senior secured term loan facility. Under the terms of the
commitment, the Company may borrow up to $15 million for periods
of five or ten years with interest rates approximating 2% to 3%
above certain comparable term U. S. Treasury issues. The
facility will contain financial maintenance covenants, at levels
to be determined, and will be collateralized by certain parcels
of the Company's real estate. The Company intends to use the
proceeds from the senior secured term loan facility to repay the
$15 million bridge loan, which is due on April 30, 1999.
Accordingly, the $15 million balance has been classified as long-
term in the December 31, 1998 balance sheet.
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, at the Company's option, may be
converted to a three-year term loan payable in six equal semi-
annual installments. In December of 1998, the agreement was
amended to include a $15 million development line of credit
facility for construction of a new clubhouse and golf academy at
Kapalua. The development facility matures in December of 2000.
Commitment fees of 1/4% are payable on the unused portions
of the revolving credit line. At the Company's option, interest
on advances under both the revolving credit line and the
development facility is at the prime rate or based on a LIBOR
rate. The loan is collateralized by the Company's three golf
courses at the Kapalua Resort. The agreement contains certain
financial covenants, including the maintenance of consolidated
net worth and working capital at certain levels and limits on the
incurrence of other indebtedness and capital expenditures.
Declaration and payment of cash dividends is restricted to 30% of
prior year's net income.
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. Effective January 1, 1999, the
interest rate on the loan was amended to 7.25% until January 1,
2002. The interest rate will be adjusted to the lender's then-
prevailing rate of interest for such loans as of January 1, 2002
and January 1, 2005.
The Company has an agreement that provides for term loans
that were used to purchase assets for the Company's pineapple
operations. The loans are at fixed interest rates and mature
through October 2002. 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 coverage ratio (as defined).
Maturities of long-term debt during the next five years,
from 1999 through 2003, are as follows: $2,254,000, $1,761,000,
$785,000, $695,000, $183,000.
5. POSTRETIREMENT BENEFITS
The Company has defined benefit pension plans and defined
benefit postretirement health care and life insurance plans.
Changes in benefit obligations and changes in plan assets
for 1998 and 1997 and the funded status of the plans and amounts
recognized in the balance sheets as of December 31 were as
follows:
<TABLE>
<CAPTION>
Pension Benefits Other Benefits
1998 1997 1998 1997
(Dollars in Thousands)
<S> <C> <C> <C> <C>
Change in benefit obligations:
Benefit obligations at
beginning of year $ 31,015 $ 29,654 $ 14,140 $ 13,613
Service cost 1,240 1,030 411 325
Interest Cost 2,261 2,161 1,024 991
Actuarial (gain) loss 2,228 232 481 (38)
Special termination
benefits 314 -- 29 --
Benefits paid (1,987) (2,062) (706) (751)
Benefit obligations at
end of year 35,071 31,015 15,379 14,140
Change in plan assets:
Fair value of plan assets at
beginning of year 37,530 32,992 -- --
Actual return on
plan assets 6,028 5,742 -- --
Employer contributions 236 858 706 751
Benefits paid (1,987) (2,062) (706) (751)
Fair value of plan assets at
end of year 41,807 37,530 -- --
Funded status 6,736 6,515 (15,379) (14,140)
Unrecognized actuarial gain (3,935) (3,055) (3,082) (3,772)
Unrecognized net
transition asset (1,295) (1,830) -- --
Unrecognized prior
service cost 244 305 (1,324) (1,471)
Net Amounts recognized 1,750 1,935 (19,785) (19,383)
Amounts recognized in
balance sheets consist of:
Prepaid benefit cost 2,247 2,139 -- --
Accrued benefit liability (497) (457) (19,785) (19,383)
Intangible asset -- 253 -- --
Net amount recognized $ 1,750 $ 1,935 $(19,785) $(19,383)
</TABLE>
Net periodic benefit costs for 1998, 1997 and 1996 included
the following components:
<TABLE>
<CAPTION>
1998 1997 1996
(Dollars in Thousands)
<S> <C> <C> <C>
Pension benefits:
Service cost $ 1,240 $ 1,030 $ 982
Interest cost 2,261 2,161 2,190
Expected return on
plan assets (2,925) (2,576) (2,400)
Amortization of net
transition asset (535) (535) (535)
Amortization of
prior service cost 61 61 61
Recognized net
actuarial (gain) loss 3 16 15
Special termination benefits 314 -- --
Net expense 419 157 313
Other benefits:
Service cost 411 325 328
Interest cost 1,024 991 1,012
Amortization of
prior service cost (147) (147) (147)
Recognized net
actuarial (gain) loss (209) (300) (224)
Special termination benefits 29 -- --
Net expense $ 1,108 $ 869 $ 969
</TABLE>
Effective September 1, 1998, in an effort to reduce the size
of its workforce, the Company offered a voluntary, enhanced early
retirement program to employees in the Pineapple and Corporate
divisions based on age and years of service. The projected
benefit obligation for the pension plans and the net pension
expense for 1998 increased by $314,000 and the accumulated
postretirement benefit obligation for other benefits and the
corresponding net expense for 1998 increased by $29,000 as a
result of implementating this program.
The projected benefit obligation, accumulated benefit
obligation and fair value of plan assets for the pension plans
with accumulated benefits in excess of plan assets were $846,000,
$471,000 and -0-, respectively, as of December 31, 1998, and
$1,663,000, $1,309,000 and $851,000, respectively, as of December
31, 1997.
The benefit obligations for pensions and other
postretirement benefits were determined using discount rates of
7% and 7.5%, respectively, as of December 31, 1998 and 1997, and
compensation increases ranging up to 4.5%. The expected long-
term rate of return on assets was 8% for 1998 and 1997.
The accumulated postretirement benefit obligation for health
care as of December 31, 1998 and 1997 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 $2,345,000 as of December 31, 1998, and the
aggregate of the service and interest cost for 1998 by
approximately $203,000; a 1% annual decrease would reduce the
accrued postretirement benefit obligation by approximately
$1,351,000 as of December 31, 1998, and the aggregate of the
service and interest cost for 1998 by approximately $164,000.
On October 1, 1998, deferred compensation plans that
provided for specified payments after retirement for certain
management employees were terminated. At the termination date,
these employees were given credit for existing years of service
and future accruals were discontinued.
6. OTHER INCOME
Revenues attributable to real estate sales other than
inventory held for sale were $591,000, $5.2 million and $700,000,
respectively, in 1998, 1997 and 1996, and were included in Other
Income.
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, 1998 and 1997, property included capital
leases of $1,699,000 and $6,013,000, respectively (accumulated
depreciation of $684,000 and $2,403,000, respectively). Future
minimum rental payments under capital leases aggregate $1,293,000
(including $115,000 representing interest) and are payable as
follows (1999 to 2002): $562,000, $298,000, $272,000, $161,000.
The Company 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 $746,000 in 1998, $804,000 in 1997 and $736,000 in 1996.
Future minimum rental payments under operating leases aggregate
$2,410,000 and are payable during the next five years (1999 to
2003) as follows: $635,000, $332,000, $255,000, $246,000,
$116,000, respectively, and $826,000 thereafter.
LESSOR
The Company leases land and land improvements, primarily to
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:
1998 1997 1996
(Dollars in Thousands)
Minimum rentals $ 1,694 $ 1,575 $ 2,370
Percentage rentals 1,279 1,140 738
Total $ 2,973 $ 2,715 $ 3,108
Property at December 31, 1998 and 1997 includes leased
property of $20,184,000 and $19,043,000, respectively
(accumulated depreciation of $9,961,000 and $8,770,000,
respectively).
Future minimum rental income aggregates $6,852,000 and is
receivable during the next five years (1999 to 2003) as follows:
$1,243,000, $1,072,000, $776,000, $543,000, $443,000,
respectively, and $2,775,000 thereafter.
8. INCOME TAXES
The components of the income tax provision (credit) were as
follows:
1998 1997 1996
(Dollars in Thousands)
Current
Federal $ 1,225 $ 931 $ 51
State 30 (119) (38)
Total 1,255 812 13
Deferred
Federal (415) (433) (379)
State (108) 120 (10)
Total (523) (313) (389)
Total provision (credit) $ 732 $ 499 $ (376)
Reconciliation between the total provision (credit) and the
amount computed using the statutory federal rate of 34% follows:
1998 1997 1996
(Dollars in Thousands)
Federal provision (credit) at
statutory rate $ 1,471 $ 463 $ (382)
Adjusted for
State income taxes,
net of effect on
federal income taxes (91) (5) (19)
Appreciated property donation (721) -- --
Other 73 41 25
Total income tax
provision (credit) $ 732 $ 499 $ (376)
Deferred tax assets and liabilities were comprised of the
following types of temporary differences as of December 31, 1998
and 1997:
1998 1997
(Dollars in Thousands)
Accrued retirement benefits $ 7,216 $ 7,358
Minimum tax credit carryforward 3,566 3,641
Accrued liabilities 1,279 1,215
Net operating loss carryforward 111 2,134
Allowance for doubtful accounts 176 211
Inventory 230 264
Total deferred tax assets 12,578 14,823
Deferred condemnation proceeds (5,998) (6,397)
Property net book value (4,333) (4,546)
Income from partnerships (881) (1,363)
Pineapple marketing costs (409) (685)
Charitable contributions -- (1,410)
Other (108) (96)
Total deferred tax liabilitie s (11,729) (14,497)
Net deferred tax asset $ 849 $ 326
At December 31, 1998, the Company had federal minimum tax
credit carryforwards of $3.6 million.
In December of 1998, issues regarding the charitable
donation of appreciated property in 1989 and 1990 were settled
with the Internal Revenue Service. Deferred tax liabilities that
will not reverse in the future as a result of the settlement were
recognized in 1998 as a credit in the income tax provision.
The Company's federal income tax returns for 1990 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 presently cannot predict the outcome of these
examinations.
9. INTEREST CAPITALIZATION
Interest cost incurred in 1998, 1997 and 1996 was
$3,179,000, $3,214,000 and $3,633,000, respectively, of which
$140,000, $169,000 and $58,000, respectively, was capitalized.
10. SUBSEQUENT EVENT
On February 12, 1999, the Company's Board of Directors
declared a cash dividend of $.125 per share payable on March 24,
1999.
11. ADVERTISING AND RESEARCH AND DEVELOPMENT
Advertising expense totaled $1,397,000 in 1998, $1,592,000
in 1997 and $1,535,000 in 1996. Research and development
expenses totaled $815,000 in 1998, $601,000 in 1997 and $543,000
in 1996.
12. CONTINGENCIES AND COMMITMENTS
The County of Maui has sued several chemical manufacturers
claiming that they are responsible for the presence of a
nematocide commonly known as DBCP in certain water wells on Maui.
One of the manufacturers has claimed that the Company is required
to indemnify it under the terms of a 1978 agreement for the sale
of DBCP between the Company and the manufacturer. Another
chemical manufacturer claims that if it is liable to the County
of Maui, the manufacturer is entitled to indemnification or
contribution from the Company, as a former user of the chemical.
The Company presently is unable to estimate the range of
potential effects of this litigation, if resolved adversely to
the Company, on its financial position or its results of
operations.
There are various other claims and legal actions pending
against the Company. In the opinion of management, after
consultation with legal counsel, the resolution of these matters
will not have a material adverse 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
markets and sells Indonesian canned pineapple in the United
States. The Company is a guarantor of a $3 million line of
credit, which supports letters of credit to be issued on behalf
of PTI for import trading purposes.
13. 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 generally is
required from customers. Notes receivable result principally
from sales of real estate in Hawaii and are collateralized by the
property sold.
14. 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 Receivable:
The fair value of these assets was estimated based on rates
currently available for similar types of transactions.
Long-Term Debt:
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, 1998 and 1997 were as follows:
1998 1997
(Dollars in Thousands)
Carrying Fair Carrying Fair
Amount Value Amount Value
Notes Receivable $ 255 $ 272 $ 727 $ 688
Long-Term Debt 25,167 25,189 30,300 30,769
15. RECLASSIFICATIONS
Certain amounts for prior years have been reclassified to
conform to the presentation for the current year.
16. 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.
Commercial & Property covers non-resort real estate
activities, including the Company's investment in Kaahumanu
Center Associates, 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.
Commercial
1998 Pineapple Resort & Property Other Consolidated
(Dollars in Thousands)
Revenues (1) $97,658 $ 41,929 $ 4,087 $ 37 $ 143,711
Operating profit
(loss) (2)(3) 5,480 5,239 (1,085) (1,067) 8,567
Interest expense (1,543) (1,089) (167) (240) (3,039)
Income (loss) before
income taxes and
extraordinary loss 3,937 4,150 (1,252) (1,307) 5,528
Depreciation 4,795 2,743 487 151 8,176
Equity in earnings (losses) of
joint ventures 79 1 (1,240) -- (1,160)
Investment in
joint ventures 145 495 (7,969) -- (7,329)
Segment assets (4) 62,384 53,323 6,780 13,760 136,247
Expenditures for
segment assets 6,433 3,930 406 997 11,766
1997
Revenues (1) 90,949 40,338 5,065 146 136,498
Operating profit
(loss) (2)(3) 2,079 3,772 (479) (965) 4,407
interest expense (1,479) (1,102) (164) (300) (3,045)
Income (loss) before
income taxes and
extraordinary loss 600 2,670 (643) (1,265) 1,362
Depreciation 4,562 2,898 415 166 8,041
Equity in losses
of joint ventures -- (56) (1,155) -- (1,211)
Investment in
joint ventures 100 112 (6,655) -- (6,443)
Segment assets (4) 64,443 52,437 6,922 11,705 135,507
Expenditures for
segment assets 6,485 4,153 1,002 822 12,462
1996
Revenues (1) 95,700 35,676 4,850 109 136,335
Operating profit
(loss)(2)(3) 2,684 1,292 (508) (1,016) 2,452
Interest expense (1,777) (1,381) (181) (236) (3,575)
Income (loss) before
income taxes and
extraordinary loss 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 (4) 61,969 53,731 7,943 9,208 132,851
Expenditures for
segment assets $ 4,657 $ 2,309 $ 289 $ 707 $ 7,962
(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 $4.3
million, $3.4 million and $5.2 million, respectively, in 1998,
1997 and 1996. 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 interest expenses and income taxes.
Operating profit (loss) included in "Other" is primarily
unallocated corporate expenses.
(3) Resort includes gains on land sales of $3.2 million in 1998
and $4.2 million in 1997. Commercial & Property includes gains
on land sales of $221,000 in 1998, $1 million in 1997 and
$700,000 in 1996.
(4) Segment assets are located in the United States, primarily
Maui. Other assets are corporate and non-segment assets.
COMMON STOCK
In compliance with the terms of certain borrowing
arrangements, the Company did not declare any dividends in 1998
and 1997. As of December 31, 1998, the declaration and payment
of cash dividends are restricted by the terms of borrowing
arrangements to 30% of prior year's net income.
At February 4, 1999, there were 372 shareholders of record.
On May 1, 1998, the Company effected a four-for-one split of
its common stock. All references to the number of shares of
common stock and per share amounts have been restated to reflect
the split. Also on May 1, 1998, the Company's common stock was
listed and began trading on the American Stock Exchange under the
symbol "MLP."
Prior to May 1, 1998, the stock was traded over the counter
nationally. The following chart reflects high and low sales
prices after April 1998 and high and low bid prices as supplied
by the National Quotation Bureau Incorporated for periods before
May 1998. The quotes from the National Quotation Bureau 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
1998 High $ 11 1/4 $ 21 5/8 $ 14 7/8 $ 10 3/8
Low 10 15/16 10 7/8 9 1/4 8 13/16
1997 High 10 5/8 9 1/4 10 1/8 10 15/16
Low 8 3/4 8 1/2 9 10 1/8
<TABLE>
SELECTED FINANCIAL DATA
<CAPTION>
1998 1997 1996 1995 1994
(Dollars in Thousands Except Per Share Amounts)
<S> <C> <C> <C> <C> <C>
FOR THE YEAR
Summary of Operations
Revenues $ 143,711 $ 136,498 $ 136,335 $ 125,577 $ 125,882
Cost of goods sold 76,049 72,200 75,279 69,314 67,321
Operating expenses 26,168 26,027 24,030 24,315 23,853
Shipping and marketing 16,673 18,053 19,185 16,793 16,568
General and
administrative 15,094 14,600 14,507 15,160 14,352
Equity in (earnings) losses
of joint ventures (1) 1,160 1,211 882 (4,001) 4,844
Interest expense 3,039 3,045 3,575 7,021 5,682
Income tax
expense (credit) 1,188 499 (376) (1,466) (2,829)
Income (loss) before
extraordinary loss 4,340 863 (747) (1,559) (3,909)
Extraordinary loss, net of
income tax credit (744) -- -- -- --
Net income (loss) 3,596 863 (747) (1,559) (3,909)
Per Common Share (2)
Income (loss) before
extraordinary loss .60 .12 (.10) (.22) (.54)
Extraordinary loss, net of
income tax credit (.10) -- -- -- --
Net income (loss) .50 .12 (.10) (.22) (.54)
Other Data
Cash dividends
Amount -- -- 90 -- --
Per common share (2) -- -- .01 -- --
Depreciation $ 8,176 $ 8,041 $ 8,606 $ 10,202 $ 10,851
Return on beginning
stockholders' equity 6.1% 1.5% (1.3%) (2.6%) (6.1%)
Percent of net income (loss)
to revenues 2.5% .6% (.5%) (1.2%) (3.1%)
AT YEAR END
Current assets less
current liabilities (3) $18,985 $ 20,283 $ 19,467 $ 23,428 $ (1,097)
Ratio of current assets
to current liabilities (3) 2.14 2.20 2.23 2.78 .97
Property, net of
depreciation (4) $89,921 $ 88,047 $ 86,610 $ 88,557 $ 180,194
Total assets (4) 136,247 135,507 132,851 137,085 235,411
Long-term debt and
capital leases (4) 23,592 29,435 28,898 36,227 99,180
Stockholders' equity
Amount 62,492 58,896 58,033 58,870 60,429
Per common share (2) $ 8.69 $ 8.19 $ 8.07 $ 8.19 $ 8.41
Common shares
outstandin 7,188,500 7,188,500 7,188,500 7,188,500 7,188,500
</TABLE>
(1) Equity in (earnings) losses of joint ventures for 1995
includes earnings of $4,990,000, representing the reversal of the
Company's previous equity in losses of Kaptel Associates.
(2) All references to the number of shares of common stock and
per share amounts have been restated to reflect the four-for-one
common stock split as of May 1, 1998.
(3) 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.
(4) 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
1998 vs. 1997
CONSOLIDATED
The Company reported consolidated net income of $3.6 million
for 1998 compared to $863,000 for 1997. The increase in net
income for 1998 resulted from higher operating profits from
Pineapple and Kapalua Resort operations that more than offset
lower results from the Commercial & Property segment. Included
in Resort operating profit for 1998 is the gain from the sale of
a 75-acre parcel in Plantation Estates Phase II in December of
1998. Land sales contributed approximately $2.9 million to net
income for 1998 compared to $3.3 million in 1997. In December of
1998, the Company retired $20 million of 8.86% senior unsecured
notes. The prepayment penalty of $1.2 million has been accounted
for as an extraordinary loss of $744,000 (net of income tax
credit of $456,000).
General and administrative expenses increased by 3% in 1998
compared to 1997. The increase primarily was due to higher
expense for postretirement health and life insurance benefits
because of a .5% discount rate reduction as of December 31, 1997,
accruals for incentive awards for the Company's non-bargaining
salaried personnel and charges for an enhanced early retirement
package offered to employees in the Pineapple and Corporate
divisions. The increase in expense in these categories was
partially offset by lower expenses in the land management area
and reductions in insurance costs.
Interest expense in 1998 was comparable to 1997.
PINEAPPLE
Pineapple revenues of $97.7 million in 1998 increased $6.8
million over 1997. Approximately 38% of the increase was the
result of higher case sales volume (the number of cases sold) of
canned pineapple and about 16% was due to higher average prices.
A change in the product mix sold (fruit, juice, concentrate) and
a higher volume of fresh product sales accounted for most of the
remaining revenue increase. Operating profit was $5.5 million in
1998 compared to $2.1 million in 1997.
Pineapple cost of sales increased as a result of higher
sales volume. However, the average cost per case decreased in
1998 compared to 1997. In 1998, a partial liquidation of LIFO
inventories resulted in lower costs from prior years being
included in cost of sales. Cost of sales would have been higher
by $1,636,000 based on current production costs for 1998. Per
unit production costs were slightly lower in 1998 compared to
1997 as a result of improved recoveries (the amount of saleable
product per ton of fruit processed), reduction of personnel costs
through an early retirement program, job consolidations and other
production efficiencies.
Shipping and selling costs were higher in 1998 compared to
1997 due to higher volume of cases sold and increases in
warehousing and transportation costs.
RESORT
Revenues from the Kapalua Resort were $41.9 million in 1998
compared to $40.3 million in 1997. Resort operating profit was
$5.2 million in 1998 compared to $3.8 million in 1997. Operating
profit for 1998 included $3.2 million from land sales at the
Resort. In December of 1998, a 75-acre parcel in Plantation
Estates Phase II was sold, which contributed $2.8 million to
Resort operating profit. This large parcel, originally planned
for 26 lots, was consolidated by the buyer into a single lot for
family use that may be subdivided into a maximum of eight lots.
In 1997, the sale of a 50% interest in a 12 acre beachfront
parcel at Kapalua contributed $4.2 million to Resort revenues and
operating profit.
Excluding land sales, Resort operating profit was $2 million
in 1998 compared to an operating loss of $452,000 in 1997. The
improved results are partially due to the re-opening of The
Kapalua Bay Hotel, which was closed during part of 1997. Ground
rents for the hotel were suspended until September of 1997 while
restoration work took place. In 1998, revenues from commercial
leases increased by 23%.
Revenues from Resort golf operations increased by 6% in 1998
due to an increase in the number of paid rounds and higher
average rates for green and cart fees. Gross rental income and
management fees from The Kapalua Villas rental program increased
by 12% in 1998 as a result of higher occupancies and higher
average room rates. Kapalua Realty contributed a 62% increase in
commission revenues. Merchandise sales declined in 1998 by 2%
compared to 1997.
Marketing expenses were lower in 1998 compared to 1997
primarily because Kapalua did not host a major golf tournament in
1998. Cost of sales was lower in 1998 as a result of the lower
volume of merchandise sales. Increases in other operating and
administrative expenses offset these reductions. However,
overall expenses for 1998 exceeded 1997 by less than 1%.
COMMERCIAL & PROPERTY
Revenues from Commercial & Property were $4.1 million in
1998 compared to $5.1 million in 1997. This segment produced an
operating loss of $1.1 million in 1998 compared to $479,000 in
1997. The reduction in revenue and the increase in operating
loss was principally due to a decrease in land sales attributable
to this segment. Land sales contributed gains of $221,000 in
1998 compared to $1 million in 1997.
Costs and expenses for this segment were $5.2 million in
1998 compared to $5.5 million in 1997. Lower expense in 1998 was
primarily due to lower insurance and other costs for land
management. The Company's equity in losses of Kaahumanu Center
Associates was $1,240,000 in 1998 compared to $1,155,000 in 1997.
The increase in the loss reflects reductions in minimum rents and
lower recoveries of common area costs from tenants.
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 sale 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 $2.1 million in 1997 compared to $2.7 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 $3.8 million in 1997 compared to
$1.3 million in 1996. Revenues and operating profits for 1997
included the sale to the owners of The Kapalua Bay Hotel of a 50%
interest in the 12-acre parcel of land adjacent to the Hotel.
This transaction added $4.2 million to Resort revenues and
operating profits.
Excluding land sales, the Resort operating loss was $452,000
in 1997 compared to an operating profit of $1.3 million in 1996.
Lower results 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.
In 1997, The Kapalua Villas consolidated villa management on
the resort by increasing the number of units in the program by
55%. As a result, both gross rental income and management fees
increased by 44% in 1997. This 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 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
losses attributable to this segment were $479,000 in 1997
compared to $508,000 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
$5.5 million in 1997 compared to $5.4 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.
LIQUIDITY, CAPITAL RESOURCES AND OTHER
At December 31, 1998, the Company's total debt, including
capital leases, was $26.3 million, a reduction of $6.2 million
from year-end 1997. Total debt was reduced as a result of cash
flows from operating activities. Unused short- and long-term
credit lines available to the Company at December 31, 1998
totaled $35.4 million. Included in this amount is a $15 million
development line of credit for construction of The Village Course
Clubhouse and Kapalua Golf Academy. Ground breaking for this
capital project took place in January of 1999.
Resort capital expenditures for projects other than the
clubhouse and golf academy are expected to be $2.5 million in
1999, of which 66% are for replacement of existing equipment.
Pineapple capital expenditures are expected to be $7 million in
1999, including $5.2 million for equipment replacement. In
addition to these capital expenditures, the Company expects to
invest approximately $1.4 million in other investments for its
Pineapple and Resort operations. The credit lines currently
available to the Company are expected to be sufficient to fund
seasonal cash requirements as well as the planned capital
expenditures and investments.
Antidumping duties were in effect on canned pineapple fruit
imported from Thailand throughout 1998 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. The USCIT decision required
the Department of Commerce to recalculate the antidumping duties
using accounting methods not normally used by Thai producers.
The Company and the Department of Commerce believe this method
understates the magnitude of canned pineapple dumping by Thai
producers. In April of 1998, the United States Court of Appeals
for the Federal Circuit heard the appeals of Maui Pineapple
Company, Ltd. and the Department of Commerce. A final decision
is expected sometime in 1999.
The amount of duties on pineapple imports from Thailand is
subject to annual administrative reviews by the Department of
Commerce. Either the Company or the Thai producers may request
these reviews. If the cost of production changes relative to the
selling price of the product in the U.S., the duties would be
adjusted. Some of the Thai pineapple companies have
significantly reduced their antidumping duties through the annual
review process. The U.S. Department of Commerce has begun the
third annual review and preliminary margins are expected to be
announced in April 1999, with final results in July 1999.
Present antidumping duties on imports of canned pineapple fruit
from Thailand range from less than 1% up to 51%.
The Company is a party to litigation related to the County
of Maui's claim against certain chemical manufacturers because of
contamination by a nematocide commonly known as DBCP in certain
water wells on Maui (see Note 12 to Consolidated Financial
Statements).
The Company, as a partner in various partnerships, may under
particular circumstances be called upon to make additional
capital contributions (see Note 3 to Consolidated Financial
Statements).
YEAR 2000
The Company has evaluated its information technology (IT)
and non-IT systems with respect to Year 2000 capability and has
set target dates for compliance of all systems. Several of the
Company's data processing applications use software programs
purchased from outside vendors. Except as mentioned in the
discussion that follows, all applications requiring upgrades are
now Year 2000 compliant.
The Company has received the vendor-provided software
upgrades for its Human Resource system. Installation and testing
of this upgrade is scheduled for completion by the end of the
first quarter 1999. The Year 2000 software upgrade for the
Resort merchandise inventory control and golf reservations
application will be received in March 1999. Installation and
testing will follow and is targeted for May 1999. The upgrade to
the operating system used by this application is presently
available and will be installed after the software application is
installed, tested and in use. The target date for completion is
July 1, 1999.
All of the Company's custom data processing applications
require modification to be Year 2000 compliant. Among them, the
Pineapple sales system and the Pineapple warehouse system are
critical to the Company's operations. Modification and testing
of both systems were complete by year-end 1998 and the remaining
custom data processing applications are scheduled to be compliant
by the end of the second quarter of 1999.
It is anticipated the Company's Information Services
personnel will spend approximately 90% of their time on Year 2000
compliance through the second quarter of 1999 and approximately
50% of their time on non-critical Year 2000 programming issues
during the second half of 1999 and the first quarter of 2000. It
appears that the Company's present Information Services personnel
will be able to complete all program modifications, installations
and testing, and that no outside resources will be required. The
Company has not incurred any material expenditures of Year 2000
compliance and, based on current information, no material future
expenditures have been identified. The Company does not
separately track internal costs incurred for Year 2000 issues.
Such costs are principally payroll and related costs for the
Company's Information Services personnel.
The Company initiated correspondence with vendors, suppliers
and trading partners during 1998 and January 1999 to assess risk
of business interruption by noncompliance of third parties.
Through early March 1999, the Company received responses to
approximately 40% of its inquiries, including all of those whose
noncompliance would have a material impact on the Company. The
responses indicate that these companies' data processing systems
are either Year 2000 compliant or are expected to be compliant by
the end of the first quarter of 1999.
The most reasonably likely worst case scenario involves
installation of the upgrade for the Resort merchandise inventory
control system. This system accumulates and processes data for
approximately 150,000 items sold in ten retail outlets at the
Kapalua Resort. Delay in the installation and testing of this
software upgrade could affect merchandise purchase order
procedures, resulting in decreased control over inventory levels.
Reorder lead times range from four to seven months and proper
reorder control requires that active purchase orders be recorded
in the inventory control system.
The Company has obtained a commitment for delivery and
installation of an alternate merchandise inventory control system
that is Year 2000 compliant. Contingency plans include beginning
installation of the alternate system in May 1999 if it does not
appear that the June 1 target date for Year 2000 compliance of
the present system will be met. Should it become necessary to
install an alternate system for the Resort merchandise inventory
control, the expected cost for software, hardware and
installation is estimated to be $250,000.
MARKET RISK
The Company's primary market risk exposure with regard to
financial instruments is to changes in interest rates. The
Company manages this risk by monitoring interest rates and future
cash requirements, and evaluating opportunities to refinance
borrowings at various maturities and interest rates. At December
31, 1998, 77% of the Company's short- and long-term borrowing
commitments carried interest rates that were periodically
adjustable to the prime rate or to a LIBOR rate and 23% carried
interest at fixed rates. Based on debt outstanding at the end of
1998, a hypothetical 100 basis point increase in interest rates
would result in a reduction to annual pretax income of
approximately $150,000. A hypothetical decrease in interest
rates of 100 basis points would increase the fair value of the
Company's long-term debt by approximately $400,000. At December
31, 1998, the fair value of the Company's long-term debt exceeded
the carrying amount by approximately $22,000 as a result of a
general decline in quoted interest rates.
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
$19 million at December 31, 1998, which was $11 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 1999 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
appeal of a decision affecting antidumping duties, a continuing
relationship with Mercedes-Benz and the PGA TOUR, management
changes at The Kapalua Bay Hotel, success of The Village Course
Clubhouse and Kapalua Golf Academy, and development and sale of
condominiums comprising Coconut Grove on Kapalua Bay. 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 availability or
cost of funds, or 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 success of the Company in
obtaining land use entitlements and timely resolution of
contested case proceedings or other actions that could delay or
prevent the Company's development activities or public projects
that may affect its operations (such as the expansion of Kahului
Airport runway); (4) the possibility of an adverse ruling on
appeal of the antidumping decision; (5) events in the airline
industry affecting passenger or freight capacity or cost; (6)
possible shifts in market demand; (7) the impact of competing
products, competing resort destinations, and competitors'
pricing; and (8) the Company's assessment of the time and
resources required with respect to Year 2000 compliance.
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 & Development
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.
President
Windsor Terminal, Inc.
Randolph G. Moore
Chief Executive Officer
Kaneohe Ranch
Fred E. Trotter III
President
F. E. Trotter, Inc.
Audit and Compensation Committees
Peter D. Baldwin
Richard H. Cameron
Samuel K. Himmelrich, Sr.
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
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
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
Paul J. Meyer
Randolph G. Moore
Jared B. H. Sanford
Fred E. Trotter III
Donald A. Young
Andrew T. F. Ing, died March 6, 1999. Director Emeritus of Maui
Land & Pineapple Company, Inc., Director of Maui Pineapple
Company, Ltd. and Kapalua Land Company, Ltd.
