-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PBGhrzdBUVX+TfLAb2LMpzJyTLTn8T43Zkhj36qkYmDKpXscAjJLZi6wccOM+Bv0 hRRiVfr6mgJ4a0D8IsioHA== 0000063330-04-000027.txt : 20040511 0000063330-04-000027.hdr.sgml : 20040511 20040511165835 ACCESSION NUMBER: 0000063330-04-000027 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20040331 FILED AS OF DATE: 20040511 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MAUI LAND & PINEAPPLE CO INC CENTRAL INDEX KEY: 0000063330 STANDARD INDUSTRIAL CLASSIFICATION: CANNED, FRUITS, VEG & PRESERVES, JAMS & JELLIES [2033] IRS NUMBER: 990107542 STATE OF INCORPORATION: HI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06510 FILM NUMBER: 04796959 BUSINESS ADDRESS: STREET 1: PO BOX 187 STREET 2: 120 KANE ST CITY: KAHULUI MAUI STATE: HI ZIP: 96732 BUSINESS PHONE: 8088773351 MAIL ADDRESS: STREET 1: PO BOX 187 CITY: KAHULUI STATE: HI ZIP: 96733 10-Q 1 first10q.txt MAUI LAND & PINEAPPLE COMPANY, INC.'S FORM 10-Q FOR THE PERIOD ENDED MARCH 31, 2004 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended MARCH 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 0-6510 MAUI LAND & PINEAPPLE COMPANY, INC. (Exact name of registrant as specified in its charter) HAWAII 99-0107542 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) P. O. BOX 187, KAHULUI, MAUI, HAWAII 96733-6687 (Address of principal executive offices) Registrant's telephone number, including area code: (808)877-3351 NONE Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [x] Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at May 4, 2004 Common Stock, no par value 7,295,800 shares MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES TABLE OF CONTENTS Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets, March 31, 2004 (Unaudited) and December 31, 2003 3 Condensed Statements of Operations and Retained Earnings, Three Months Ended March 31, 2004 and 2003 (Unaudited) 4 Condensed Statements of Comprehensive Income (Loss) Three Months Ended March 31, 2004 and 2003 (Unaudited) 5 Condensed Statements of Cash Flows, Three Months Ended March 31, 2004 and 2003 (Unaudited) 6 Notes to Condensed Financial Statements (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 12 Item 3. Quantitative and Qualitative Disclosures About Market Risk 18 Item 4. Controls and Procedures 18 PART II. OTHER INFORMATION Item 1. Legal Proceedings 18 Item 6. Exhibits and Reports on Form 8-K 18 Signatures 19 PART I FINANCIAL INFORMATION Item 1. Financial Statements MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED BALANCE SHEETS Unaudited 3/31/04 12/31/03 (Dollars in Thousands) ASSETS Current Assets Cash and cash equivalents $ 10,852 $ 7,863 Accounts and notes receivable 11,973 24,141 Inventories 11,917 13,263 Other current assets 4,554 6,021 Total current assets 39,296 51,288 Property 253,888 249,038 Accumulated depreciation (156,528) (153,990) Property - net 97,360 95,048 Other Assets 13,735 15,344 Total 150,391 161,680 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current portion of long-term debt and capital lease obligations 4,074 3,850 Trade accounts payable 10,255 12,434 Other current liabilities 11,120 11,437 Total current liabilities 25,449 27,721 Long-Term Liabilities Long-term debt and capital lease obligations 16,256 22,996 Accrued retirement benefits 30,162 30,168 Other long-term liabilities 4,123 3,921 Total long-term liabilities 50,541 57,085 Minority Interest in Subsidiary 910 5,330 Stockholders' Equity Common stock, no par value - 8,000,000 shares authorized, 7,195,800 issued and outstanding 12,455 12,455 Paid-in-capital 513 195 Retained earnings 62,872 61,354 Accumulated other comprehensive loss (2,349) (2,460) Stockholders' equity 73,491 71,544 Total $150,391 $ 161,680 See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED) Three Months Ended 3/31/04 3/31/03 (Dollars in Thousands Except Share Amounts) Revenues Net sales $30,257 $24,610 Operating revenues 10,242 9,678 Other revenues 67 123 Total Revenues 40,566 34,411 Costs and Expenses Cost of goods sold 17,295 15,851 Operating expenses 8,798 8,277 Shipping and marketing 4,510 4,569 General and administrative 7,383 6,306 Interest 377 600 Equity in losses of joint ventures 5 263 Total Costs and Expenses 38,368 35,866 Income (Loss) From Continuing Operations Before Income Taxes 2,198 (1,455) Income Tax Expense (Benefit) 740 (481) Income (Loss) From Continuing Operations 1,458 (974) Income From Discontinued Operations (net of income tax expense of $73 and $172) 60 348 Net Income (Loss) 1,518 (626) Retained Earnings, Beginning of Period 61,354 55,357 Retained Earnings, End of Period 62,872 54,731 Earnings Per Common Share - Basic and Diluted Continuing Operations .20 (.14) Discontinued Operations .01 .05 Net Income (Loss) $ .21 $ (.09) See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended 3/31/04 3/31/03 (Dollars in Thousands) Net Income (Loss) $ 1,518 $ (626) Other Comprehensive Income - Foreign Currency Translation Adjustment 111 2 Comprehensive Income (Loss) $ 1,629 $ (624) See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Three Months Ended 3/31/04 3/31/03 (Dollars in Thousands) Net Cash Provided by (Used in) Operating Activities $ 14,154 $ (1,063) Investing Activities Purchases of property (5,744) (2,206) Proceeds from disposals of property 2.638 36 Other (776) (304) Net Cash Provided by (Used in) Investing Activities (3,882) (2,474) Financing Activities Payments of long-term debt and capital lease obligations (10,943) (4,986) Proceeds from long-term debt 4,500 8,848 Distributions to minority interest (767) -- Payment of short-term debt -- (920) Other (73) 283 Net Cash Provided by (Used in) Financing Activities (7,283) 3,225 Net Increase (Decrease) in Cash 2,989 (312) Cash and Cash Equivalents at Beginning of Period 7,863 658 Cash and Cash Equivalents at End of Period $10,852 $ 346 Supplemental Disclosures of Cash Flow Information - Interest (net of amounts capitalized) of $398,000 and $634,000 was paid during the three months ended March 31, 2004 and 2003, respectively. Income taxes of $990,000 and $(291,000) were paid (received) during the three months ended March 31, 2004 and 2003, respectively. See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of management, the accompanying condensed financial statements contain all normal and recurring adjustments necessary to fairly present the statement of financial position, results of operations and cash flows for the interim periods ended March 31, 2004 and 2003. 2. The Company's reports for interim periods utilize numerous estimates of production cost, general and administrative expenses, and other costs for the full year. Future actual amounts may differ from the estimates. Amounts in the interim reports are not necessarily indicative of results for the full year. 3. The effective tax rate for 2004 and 2003 differs from the statutory federal rate of 34% primarily because of the state tax provision and refundable state tax credits. 4. Accounts and notes receivable are reflected net of allowance for doubtful accounts of $955,000 and $994,000 at March 31, 2004 and December 31, 2003, respectively. 5. Inventories as of March 31, 2004 and December 31, 2003 were as follows (in thousands): 3/31/04 12/31/03 Pineapple products Finished goods $ 4,025 $ 6,199 Work in progress 858 755 Raw materials 996 299 Real estate held for sale 1,050 -- Merchandise, materials and supplies 4,988 6,010 Total Inventories $11,917 $13,263 6. Business Segment Information (in thousands): Three Months Ended March 31 2004 2003 Revenues Pineapple $ 21,772 $ 18,329 Resort 14,387 12,630 Development 4,391 2,687 Commercial & Property 16 764 Other -- 1 Total Revenues 40,566 34,411 Operating Profit (Loss) Pineapple (1,419) (1,999) Resort 1,172 1,152 Development 3,458 636 Commercial & Property 8 (220) Other (primarily unallocated corporate expense) (644) (424) Total Operating Profit (Loss) 2,575 (855) Interest Expense (377) (600) Income Tax (Expense) Benefit (740) 481 Income (Loss) - Continuing Operations 1,458 (974) Income - Discontinued Operations 60 348 Net Income (Loss) $ 1,518 $ (626) In 2004, the Company reorganized its reportable business segments and prior year amounts were restated for comparability. The new Development segment is primarily comprised of all of the Company's real estate entitlement, development, construction and sales activity. These activities were previously reported as part of the Resort or the Commercial & Property segment. The Resort segment now includes the operation of recreation and retail facilities, utility companies, and property management activities at the Kapalua Resort. Revenues and operating profit (loss) reported in the table above for Commercial & Property represent the Company's equity in the income (loss) from Kaahumanu Center Associates (KCA) and other revenues and expenses related to the Company's investment in KCA. In September 2003, Queen Ka`ahumanu Center was sold and in accordance with the partnership agreement, KCA was dissolved. The Company as managing partner is winding up the affairs of KCA. In 2003, the Napili Plaza, the other primary asset of the Commercial & Property, was sold and was classified as a part of discontinued operations. The remaining activities of the Commercial & Property segment, which consisted of land entitlement and management activities, and non-resort land sales and development are now being accounted for and reported in the Development segment. 7. Discontinued Operations In August 2003, the Company sold its Napili Plaza shopping center in West Maui. In December 2003, the Company entered into an agreement to sell substantially all of the assets of its 51% owned Costa Rican pineapple subsidiary, and title to all but two parcels of land in Costa Rica was transferred to the buyer. In February 2004, title to one of the remaining parcels was transferred to the buyer and $2.7 million of the previously withheld sales price was paid to the Company's subsidiary. The Company's pre-tax share of the gain was approximately $700,000, which was offset by operating losses of $560,000. The results of these operations prior to the sales and the gains and other revenues and expenses realized after the sale are being reported as discontinued operations, with prior period amounts restated for comparability. Three Months Ended March 31 2004 2003 (Dollars in Thousands) Revenues Napili Plaza $ -- $ 293 Pineapple subsidiary 1,837 2,576 Total 1,837 2,869 Operating Profit Napili Plaza -- 17 Pineapple subsidiary 135 535 Total $ 135 $ 552 8. Average Common Shares Outstanding Three Months Ended March 31 2004 2003 Basic 7,195,800 7,195,800 Diluted 7,395,928 7,195,800 Diluted earnings per share is computed on the assumption that potentially dilutive common shares from stock-based compensation arrangements had been issued. 9. At March 31, 2004 and 2003, the Company did not hold derivative instruments and did not enter into hedging transactions. 10. Components of Net Periodic Benefit Cost Pension Benefits Other Benefits 2004 2003 2004 2003 (Dollars in Thousands) Service cost $ 501 $ 457 $ 98 $ 100 Interest cost 726 688 225 236 Expected return on plan assets (745) (714) -- -- Amortization of prior service cost 11 11 (33) (32) Amortization of transition liability 6 6 -- -- Special termination benefits 106 -- 55 -- Recognized actuarial (gain) loss 98 156 (75) (93) Net periodic benefit cost $ 703 $ 604 $ 270 $ 211 The Company expects to contribute $1,400,000 to its defined benefit pension plans in September 2004. Special termination benefits as a result of management changes increased the 2004 net periodic cost for pension benefits and other benefits by $106,000 and $55,000, respectively. In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 was signed into law. The net periodic cost for postretirement health plans does not reflect any amount associated with a subsidy pursuant to this act because there is insufficient information to determine whether the Company's plans are actuarially equivalent to Medicare Part D under the Act. 11. Contingencies Pursuant to a 1999 settlement agreement resulting from a lawsuit filed by the County of Maui, the Company and several chemical manufacturers have agreed that until December 1, 2039, they will pay for 90% of the capital cost to install filtration systems in any future water wells if the presence of a nematocide commonly known as DBCP exceeds specified levels, and for the ongoing maintenance and operating cost for filtration systems on existing and future wells. To secure its obligations, the Company and the other defendants in the lawsuit are required to furnish to the County of Maui an irrevocable standby letter of credit throughout the entire term of the agreement. The Company had estimated a range of its share of the cost to operate and maintain the filtration systems for the existing wells and its share of the cost of the letter of credit, and recorded a reserve for this liability in 1999. Adjustments to the reserve thereto through March 31, 2004 did not have a material effect on the Company's financial statements. The Company is unable to estimate the range of potential financial impact for the possible filtration cost for any future wells acquired or drilled by the County of Maui and, therefore, has not made a provision in its financial statements for such costs. The level of DBCP in the existing wells should decline over time as the wells are pumped, which may end the requirement for filtration before 2039. There are procedures in the settlement agreement to minimize the DBCP impact on future wells by relocating the wells to areas unaffected by DBCP or by using less costly methods to remove DBCP from the water. A private water company on Maui detected the presence of DBCP and 1-2-3-trichloropropane in the water from wells located on Company property that it is licensed to use. The chemicals are believed to have come from agricultural chemicals that the Company used on pineapple fields in the area. In pre- litigation mediation in January 2004, the private water company, ML&P and a certain chemical manufacturing company executed a memorandum of understanding that outlined terms of a settlement and release of all claims. The memorandum of understanding is subject to documentation in a formal, binding settlement agreement and to court approval. Based on the present understanding between the parties, the financial impact to the Company is not expected to be material and no provision has been made in the Company's financial statements. In connection with pre-development planning for a land parcel in Upcountry Maui, pesticide residues in the parcel's soil were discovered in levels that are in excess of Federal and Hawaii State limits. Studies by environmental consultants, in consultation with the State Department of Health, indicate that remediation probably will be necessary. The cost of remediation will depend on the various alternatives as to the use of the property and the method of remediation. Until the Company makes further progress on obtaining proper entitlements for the parcel, the ultimate use of the property remains uncertain and, therefore, an estimate of the remediation cost cannot be made. In addition to the matters noted above, 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 other matters will not have a material adverse effect on the Company's financial position or results of operations. 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 co-guarantor of a $3 million line of credit, which supports letters of credit to be issued on behalf of PTI for import trading purposes and a $250,000 line of credit used for working capital purposes. Both lines expire on August 31, 2004. The Company, as a partner in various partnerships, may under particular circumstances be called upon to make additional capital contributions. At March 31, 2004, the Company had purchase commitments under signed contracts totaling $1,037,000, which primarily related to real estate projects on Maui. 12. Certain amounts for the prior year have been reclassified to conform to the current year presentation. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations In the first quarter of 2004, some of the Company's significant events and agreements were as follows: - The adoption of a new vision and supporting values for the Company and communication of same to all employees through a comprehensive campaign of meetings and publications. - A series of public meetings or design charrettes were held to allow the public to participate in developing the concept of a new community to be developed by the Company on its lands in West Maui called "Pulelehua." - An agreement was signed with Maui Preparatory Academy whereby the Company will provide approximately 15 acres of land in West Maui for a non-profit college preparatory high school and grade school. - The Company purchased approximately ten acres of land at Napilihau adjacent to the Company's West Maui pineapple plantation for $4.4 million. The property is expected to be the location of the Company's future headquarters. RESULTS OF OPERATIONS CONSOLIDATED Overview Net income for the first quarter of 2004 was $1.5 million or $.21 per share compared to a net loss of $626,000 ($.09 per share) for the first quarter of 2003. The closing of the sale of a 6.5-acre conservation-zoned parcel at Kapalua in March contributed $2.5 million (after income tax effect) to net income for the first quarter 2004. Revenues increased by $6.2 million (18%) to $40.6 million for the first quarter of 2004, compared to $34.4 million for the first quarter of 2003. The Pineapple, Resort and Development segments all contributed to the increase in revenues. Revenues from Commercial & Property operations decreased by $748,000 for the first quarter of 2004 compared to the same period in 2003 because of the sale of the Napili Plaza and the Queen Ka`ahumanu Center in 2003 and the reorganization of the Company's business segments in 2004 (see Notes 6 and 7 to Condensed Financial Statements). General and Administrative Consolidated general and administrative expenses increased by $1.1 million (17%) to $7.4 million for the first quarter of 2004 compared to the first quarter of 2003. The major components of the increase were as follows ($ in millions): Increased employee severance expense $ 1.2 Decreased professional services (0.6) Other (net) 0.5 Total $ 1.1 Increase in employee severance costs is primarily due to management changes at the corporate level and the continued reduction in force in the Pineapple segment. The decrease in professional services largely reflects expense incurred in 2003 for legal fees and consultant costs related to lawsuits in the Pineapple segment, partially offset by increased costs in 2004 for outside consultants primarily related to the Company's restructuring efforts. The Pineapple segment lawsuits were settled in 2003. Medical insurance premiums increased significantly during the first quarter of 2004 and are included in "other (net)" above. General and administrative expense is incurred at the corporate level and in the operating segments. In the first quarter of 2004 and 2003, 80% and 71%, respectively, of corporate general and administrative expense was allocated to the operating segments. Interest Expense Interest expense decreased by $223,000 (37%) to $377,000 for the first quarter of 2004 compared to $600,000 for the first quarter of 2003. The decrease is due to lower average borrowings in 2004; average interest rates were about the same for both periods. Lower average borrowings in the first quarter of 2004 compared to the first quarter of 2003 were due to (1) the debt level at the beginning of 2004 was lower by 46% compared to the beginning of 2003; and (2) positive cash flows in the first quarter of 2004 from operations (see Liquidity and Capital Resources, below). PINEAPPLE Overview The Pineapple operating segment includes growing, canning and marketing of canned and fresh pineapple. The fruit grown by the Company principally consists of three types of pineapple, Champaka (largely used for canning), Hawaiian GoldTM (usually sold as fresh, whole fruit) and organic pineapple, a new and expanding product sold as fresh whole fruit. The Pineapple segment produced an operating loss from continuing operations of $1.4 million in the first quarter of 2004 compared to an operating loss of $2.0 million in the first quarter of 2003. Revenues from Pineapple operations increased by $3.4 million (19%) to $21.8 million for the first quarter of 2004 compared to $18.3 million for the first quarter of 2003. Canned and Fresh Operations The volume of canned pineapple sales increased by approximately 4% and the average sales price increased by approximately 11% in the first quarter of 2004 compared to the first quarter of 2003. These increases were largely attributed to price increases made by the Company and an increase in sales volume to the U.S. government. The volume of fresh whole pineapple sales increased by 37% in the first quarter of 2004 compared to the first quarter of 2003, while the average sales price was about the same for both periods. The increased sales volume is attributed to improved operating procedures, which contributed to a more shelf stable and reliable supply of fresh whole pineapple and improved marketing efforts. Pineapple cost of sales increased by 20% in the first quarter of 2004 compared to the first quarter of 2003 because of increased costs incurred at the plantations, higher per unit cannery costs, and higher sales volumes. In 2004, the Company is increasing the number of acres planted in Hawaiian GoldTM and organic pineapple. The Company is also increasing emphasis on crop maintenance in order to improve the quality of its products. These costs being incurred at the plantations in 2004 are reflected currently as increased cost of sales even though benefit will be received in future periods because, in accordance with Hawaii industry practice, the Company's costs of growing pineapple are charged to production in the year incurred rather than deferred until the year of harvest. The Company's plan for 2004 includes packing a reduced number of cases of pineapple as compared to 2003, which is the principal reason for higher per unit cannery costs in 2004. In the first quarter of 2004, the Company shipped 30% more Hawaiian GoldTM and Champaka fresh pineapple to the U.S. mainland by surface rather than by air. This was possible because of extended shelf life of the fruit due to improved post-harvest practices, and is a key reason for the 4% decrease in Pineapple segment shipping and marketing cost in the first quarter of 2004 compared to the first quarter of 2003. Rainfall at the Company's pineapple plantations was higher by approximately 100% to 300% as compared to the average for the last five years. This has resulted in a delay in the Company's pineapple planting schedule and this setback may increase the Pineapple segment's cost for 2004 as scheduling and tonnage are adjusted. RESORT Overview The Resort segment consists of ongoing operations at the Kapalua Resort. These operations include three championship golf courses, a tennis facility, a vacation rental program (The Kapalua Villas), a 22,000 square foot shopping center, a real estate sales office (Kapalua Realty), ten retail outlets and Public Utilities Commission regulated water and sewage transmission operations. The Resort segment also includes the management of several leases, including the ground leases for the land underlying the Kapalua Bay Hotel and the Kapalua, Ritz- Carlton Hotel. The Resort segment produced an operating profit of $1.2 million for the first quarters of both 2004 and 2003. Revenues from the Resort segment increased by $1.8 million (14%) to $14.4 million for the first quarter of 2004 compared to $12.6 million for the first quarter of 2003. Increased operating costs and higher allocated general and administrative expenses offset higher revenues in the first quarter of 2004. Rainfall at the Resort during the first quarter of 2004 was up to 300% higher than the average for the prior five years and negatively affected the Resort segment's operating results. Operating expense was higher in the first quarter of 2004 largely because of higher wages and higher operating supply expenses. In the second quarter of 2003, a collective bargaining settlement was reached and resulted in increased labor costs to the Company; staffing levels for the Resort operations were generally consistent in the first quarters of 2004 and 2003. Expense for maintenance supplies increased in the first quarter of 2004 because of increased emphasis on the repair and maintenance of facilities. The cost of guest supplies was higher in the first quarter of 2004 primarily because of increased resort activity. Golf, Villas, and Merchandise Operations Revenues from golf operations increased by 8% in the first quarter of 2004 compared to 2003, reflecting a 4% increase in the number of paid rounds and a 4% increase in the average green fee. Merchandise sales increased by 21% due to an increase in the number of visitors to Kapalua and to additional retail floor space with the opening of the Kapalua Collections store at the end of the first quarter of 2003. Revenues from the Kapalua Villas increased by 4%, reflecting a 3-percentage point increase in occupancy coupled with a 2% increase in the average room rates. Hotel and condominium room occupancies at Kapalua Resort increased by 14% in the first quarter of 2004 compared to the first quarter of 2003. Occupancies for the same periods for the island of Maui increased by 6% and for the State of Hawaii by 8%. An increase in occupancies at the Resort, and to a lesser extent for Maui in general, largely drives the increase in resort activity as reflected by increased golf play, merchandise sales and increased lease revenues from the hotel ground leases. DEVELOPMENT Overview The Development segment primarily includes the Company's real estate entitlement, development, construction and sales activities. The Company has approximately 1,500 acres of land that are at various stages in the land entitlement process. Land must be appropriately entitled if development or construction is the intended use. Securing proper land entitlement is a process that requires obtaining county, state and federal approvals, which can take several years to complete. In May 2004, the Company received final subdivision approval from the County of Maui for the next phase of Plantation Estates at Kapalua, and is now in the process of registering the project with the State of Hawaii Department of Commerce and Consumer Affairs so that sales can begin. The Company expects that sales and construction of the project will begin in 2004. In March 2004, the sale of the custom home at Pineapple Hill Estates that the Company constructed as part of a joint venture was placed in escrow. The sale is expected to close in May 2004. The Development segment reported an operating profit of $3.5 million for the first quarter of 2004 compared to an operating profit of $636,000 for the first quarter of 2003. Revenues from this segment were $4.4 million for the first quarter of 2004 compared to $2.7 million for the first quarter of 2003. Real Estate Sales In the first quarter of 2004, the sale of a 6.5-acre conservation parcel at Kapalua closed escrow and the Development segment recorded operating profit of $3.9 million from this transaction. The first quarter of 2003 includes the closing of the sale of 21 lots in the Company's Kapua Village employee subdivision. Kapua Village is a 45-lot employee subdivision developed by the Company. Sales began in December 2002 and were completed in the third quarter of 2003. The first quarter of 2003 also includes the sale of one lot in the Pineapple Hill Estates subdivision at Kapalua. Operating profit for the first quarter of 2003 includes $969,000 and revenues include $2.6 million from these real estate sales. LIQUIDITY, CAPITAL RESOURCES AND OTHER Debt Reduction At March 31, 2004, the Company's total debt including capital leases was $20.3 million, a reduction of $6.5 million from December 31, 2003. In the first quarter of 2004, the following were significant contributors to the reduction of debt: - A reduction in the Pineapple segment's trade accounts receivable by $12 million due to sales late in 2003, and because of increased emphasis on timely billing and collection efforts. - Cash distributions to the Company from the Costa Rican subsidiary of $2.2 million as a result of the sale of substantially all of the foreign subsidiary's assets in 2003 and 2004. - Net cash proceeds to the Company of $4.0 million from the sale of the 6.5-acre land parcel at Kapalua. Future Cash Outflows Capital expenditures in 2004 are expected to be $20.5 million, of which $4.8 million is for the replacement of existing equipment and facilities. In addition, the Company expects to incur approximately $1.9 million for land development planning activities and $1.8 million for highway improvements related to subdivision projects sold in prior years. Contributions to the Company's defined benefit pension plans are expected to be $1.4 million in September 2004. The Company believes that the cash flows from operations and its existing lines of credit will be sufficient to fund these expenditures. At March 31, 2004, the Company had unused short- and long-term credit lines of $21.4 million. Construction and sale of the next phase of Plantation Estates at Kapalua is expected to begin in 2004. To the extent that expenditures for construction precedes the receipt of sales proceeds, the Company estimates that its existing lines of credit will be adequate to fund the construction. Typically, during the second and third quarters of the year the Company has increased seasonal cash requirements for its Pineapple operations. On a full-year basis, the Company's Pineapple, Resort and Development operations typically produce net positive cash flows. The Company expects that seasonal cash requirements in 2004 will be funded by existing credit lines. This report contains forward-looking statements, within the meaning of Private Securities Litigation Reform Act of 1995, which are provided to assist in the understanding of certain aspects of the Company's anticipated future financial performance. The words "estimate," "project," "intend," "expect," "believe" and similar expressions are intended to identify forward-looking statements. Among other things, the forward-looking statements in this report address the Company's belief regarding: - the sale and construction of subdivision improvements for the next phase of Plantation Estates at Kapalua; - the cost to remediate certain soils; and - the adequacy of credit facilities and operating cash flows. Forward-looking statements contained in this report or otherwise made by the Company are subject to significant risks and uncertainties, many of which are outside of the Company's control. Although the Company believes that the assumptions underlying its forward-looking statements are reasonable, any assumption could prove to be inaccurate and that could cause actual results to differ materially from those in the forward- looking statements. Potential risks and uncertainties include, but are not limited to, those risks and uncertainties as disclosed in the Company's Form 10-K filing with the Securities and Exchange Commission. Unless expressly stated, the Company does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Item 3. Quantitative and Qualitative Disclosures about Market Risk The Company's primary market risk exposure with regard to financial instruments is to changes in interest rates. The Company attempts to manage this risk by monitoring interest rates and future cash requirements, and evaluating opportunities to refinance borrowings at various maturities and interest rates. There were no material changes to the Company's market risk exposure during the first three months of 2004. Item 4. Controls and Procedures (a) Evaluation of disclosure controls and procedures. The effectiveness of the Company's disclosure controls and procedures were evaluated as of March 31, 2004. Based on this evaluation, the Company's principal executive officer and principal financial officer concluded that the Company's disclosure controls and procedures are effective in timely identifying material information that should be disclosed in this report. (b) Changes in internal controls. There were no changes in the Company's internal control over financial reporting that occurred during the Company's last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. PART II OTHER INFORMATION Item 1. Legal Proceedings There are no known material pending legal proceedings to which the Company or any of its subsidiaries is a party or to which any of their property is subject. Certain of the Company's subsidiaries are involved in ordinary routine litigation incidental to their respective businesses. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (10) Material Contracts A. Employment Separation Agreement (Paul J. Meyer) dated February 13, 2004. (31) Rule 13a - 14(a) Certifications (32) Section 1350 Certifications (b) Reports on Form 8-K (1) A report on Form 8-K dated February 12, 2004, and filed on February 18, 2004, included Item 7, Financial Statements, Pro Forma Financial Information and Exhibits and Item 12, Results of Operations. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MAUI LAND & PINEAPPLE COMPANY, INC. May 11, 2004 /S/ PAUL J. MEYER Date Paul J. Meyer Executive Vice President/Finance (Principal Financial Officer) EX-10 2 meyersev.txt EMPLOYMENT SEPARATION AGREEMENT (PAUL J. MEYER), DATED FEBRUARY 13, 2004 February 13, 2004 Mr. Paul J. Meyer 240 Hoopalua Drive Pukalani, HI 96768 Re: Employment Separation Agreement Dear Paul: Based on our discussions, this letter sets forth the terms and conditions regarding your separation from Maui Land & Pineapple Company, Inc. ("MLP"). Upon review and execution by you this letter will become a legally enforceable agreement between you and MLP on the terms and conditions described below. Since this Agreement will supersede and replace all other agreements between you and MLP regarding your employment or separation from employment with MLP, please first review it carefully with your attorney. 1. Separation of Employment Your at-will employment with MLP will terminate upon your resignation effective as of the close of business on June 30, 2004 unless terminated sooner by MLP (the "Separation Date"). Between (i) March 31, 2004 or the accurate and timely completion of all required financial reports, whichever last occurs, and (ii) the Separation Date, MLP understands that in addition to completing your regular MLP assignments you will also be pursuing other gainful employment for after the Separation Date. During such time period MLP will make a good faith effort to accommodate your reasonable pursuit of such post Separation Date gainful employment. You will be paid your regular salary and your unused vested and accumulated vacation pay through the Separation Date at the time of your separation. MLP will withhold from your final salary payment all required payroll and other currently authorized withholdings and deductions and from your final vested and accumulated vacation payment only the applicable payroll taxes. After the Separation Date MLP understands and you agree that you will not be providing any employment services to MLP and you also understand and agree that you will not be provided or eligible for any employee compensation or employee benefits from MLP except as may be described in separate plan documents or as described in Paragraph 2 below. 2. Separation Benefits. In consideration of the Additional Separation Benefits described in Subparagraph 2b. below, you will receive, in lieu of all other compensation and employee benefits, the salary and vacation payments described in Paragraph 1 above and the payments and benefits described in this Paragraph 2. a. Existing Employment Benefits. From and after the Separation Date, you will receive when due the following existing employee benefits only to which you have vested under MLP's current employee benefit plans and policies, less applicable payroll taxes, in accordance with the terms and conditions of those benefit plans and any applicable Summary Plan Descriptions, which will control in the event of any conflict with this letter, as follows: (1) As provided in Paragraph 1 above, your unused, accumulated and prorated vacation pay benefit through the Separation Date; (2) Your Employee Stock Ownership Plan benefit; (3) The terminated Unfunded Executive Deferred Compensation Plan benefit totaling $403,651.00 payable in equal monthly installments over a maximum of ten years. Payments to commence during the month of July, 2004 and continuing each month thereafter in accordance with MLP's normal payroll payment schedule; (4) The Unfunded Executive Severance Plan benefit in the amount of $399,000.00 paid in equal installments according to MLP's regular payroll schedule between July 1, 2004 and December 31, 2005; (5) Medical, dental, vision and prescription drug benefits coverage from July 1, 2004 through December 31, 2005 ( the "Covered Period") under the MLP health care plan (hereafter referred to as the MLP Health Care Plan) if C.O.B.R.A. continuation coverage is elected. The premium cost of such coverage shall be paid for by MLP and you in monthly amounts with the same premium cost sharing split applied each month to active salaried employees during the Covered Period; (6) Your voluntary deferrals into the Maui Land and Pineapple Company, Inc. Retirement Savings Plan (the "401 k Plan") and the Executive Deferred Compensation Plan, and any award for a cycle in which you are a named participant in the Long Term Incentive Plan in accordance with the terms of such Plans' documents; (7) Any Qualified Retiree Group Life Insurance Plan benefits subject to reduction and payment in accordance with the terms of the Plan documents. b. Additional Separation Benefits. In addition to the employment benefits described in Paragraph 2.a. above, and subject to your timely and accurate completion of all required job duties and financial reports within the customary calendar of financial reporting events, and in consideration of your release, indemnification and promises described below, MLP will provide the following Additional Separation Benefits: (1) Defined Benefit Plan and SERP Target Benefit Enhancements: MLP will increase the age and or service credit for your Defined Benefit Plan Single Life Annuity and your Unfunded SERP Target Benefit Single Life Annuity so that your combined single life annuity annual benefit under your Defined Benefit Plan Single Life Annuity and your SERP Target Benefit Single Life Annuity is increased to a total amount of $76,651.80 as of July 1, 2004. If you select a joint and survivor benefit, the foregoing benefit amount will be adjusted in accordance with the terms of the Plans. The amount of the benefit in excess of the amount paid from the Defined Benefit Plan will be paid from MLP's general assets under the terms of the SERP Plan. (2) Health Care Benefit Enhancements Coverage for you, your spouse and eligible children under MLP's Plan 2 of the Non-Bargaining Unit Retiree Medical Benefit Plan (the "Plan") commencing January 1, 2006 and continuing thereafter for so long as MLP elects in its sole discretion to continue the Plan and you continue to timely pay your share of the premium. MLP will pay fifty percent (50%) of the premium cost and you will pay fifty percent (50%) of the premium cost unless and until MLP elects to adjust the premium cost allocation for all Plan participants. 3. MLP Property. Any MLP documents, information and property should be returned to MLP's Vice President, Human Resources on or before the Separation Date, or as soon thereafter as is possible, including and without limitation confidential business or customer reports, maps, files, memoranda, records, phones, software, credit cards, door and automobile and file keys, computers and computer access codes, disks and instruction manuals and vehicles. 4. Confidentiality, Cooperation, and Trade Secrets. In order to assure a cooperative and harmonious separation and recognizing the importance of your and MLP's reputations and its business operations, we are further agreeing as follows: a. Neither you nor MLP will make or encourage any disparaging comments about each other or MLP's owners, directors, officers, employees or business operations. You have also agreed to MLP's public statement of your separation from MLP. b. You and MLP also agree to keep confidential the terms and amount of this Agreement to the extent not disclosed publicly by MLP either directly or by a filing of such information with a government agency, provided that you may discuss this Agreement with your attorney(s), accountant(s), financial advisor(s) and/or immediate family once they have also agreed to keep the fact and contents of this Agreement confidential and not disclose such information to others. MLP may likewise disclose the terms and amount of this Agreement to (i) its directors, officers, employees, attorneys, auditors and accountants once they have agreed to keep the fact and contents of this Agreement confidential and not to disclose such information to others, and (ii) to government agencies or other private entities as may be required or prudent for its business operations. c. You and MLP also agree that any and all information obtained by you or disclosed to you during your employment with MLP which is not already known to the general public, including but not limited to MLP's confidential financial and business information, strategic plans, projects, customers, programs, methods of operation, processes, practices, policies and procedures, are strictly confidential and proprietary to trade secrets of MLP and shall not be disclosed or discussed, or revealed by you to any person, entities or organizations at any time unless compelled by law. d. You and MLP also agree that if you are needed to assist MLP to prepare for or to testify on behalf of MLP in any litigation after the effective date of your separation, that you will do so provided that if such preparation or testimony requires you to travel by airplane or requires more than two days of your time at any one time, MLP will reimburse you for any required air travel based on an advanced purchase coach airfare and any hotel accommodations and meals while you are away from home. e. You understand and acknowledge that the provisions in this Paragraph 4 are a material inducement for MLP to enter into this Agreement and to provide the additional separation benefits described in Subparagraph 2.b. above. Therefore you and MLP agree that your breach of any of your agreements in this Paragraph 4 would be a material breach which will relieve MLP, but not you, of any further obligations under this Agreement and in addition to any other remedies available to MLP at law or equity shall entitle MLP to recover any of the Additional Separation Benefits (or if not available, the cost to MLP of said benefits) already provided to you. 5. Mutual Release, Indemnification and Promise Not To Sue. a. Release. As a material inducement to you and MLP to enter into this Agreement and to provide you the Additional Separation Benefits describe in Paragraph 2.b. above and to provide MLP with the promises described in Paragraph 4 above, you and MLP hereby irrevocably and unconditionally release, acquit, and forever discharge each other from any and all claims, liabilities, and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, statutory or common law, known or unknown, suspected or unsuspected against each other based on any act of omission from the beginning of time through the effective date of your separation from employment with MLP including, but not limited to any constitutional, statutory or common law claims arising out of or under any (i) express or implied contract of employment; (ii) federal, state or common law prohibition of age or other forms of employment discrimination, retaliation, wrongful discharge, or public policy; (iii) your recruitment for, employment with, or separation from employment with MLP and, (iv) any employee benefit plan or law applicable to employee benefit plans(collectively called "Released Claims"). The foregoing release shall not apply to any claim by you to any vested employee benefit described in Paragraph 2.a. above or any claim by you or MLP to enforce your or MLP's express obligations under this Agreement or for benefits under any federal or Hawaii law that cannot be waived or discharged by agreement. Moreover, except to the extent permitted by law, nothing in this Agreement shall interfere with the enforcement authority of any federal or state agency or your right to cooperate with any investigation by such an agency. You are, however, waiving your right to receive or recover any payment or employee benefit not expressly identified in Paragraph 2 above and any monetary award based on any such agency action whether or not it is initiated by you. b. Indemnification. As a further material inducement to you and MLP to enter into this Agreement and to pay to you the Additional Separation Benefits described in Subparagraph 2.b. above and to provide MLP with the promises described in Paragraph 4 above, you and MLP hereby agree to indemnify and hold each other harmless from and against any and all losses, costs, damages, or expenses, including, without limitation, attorneys' fees incurred by you or MLP arising out of any breach of the agreement by you and MLP not to initiate or file any claim or lawsuit against each other over any Claims released in Subparagraph 5.a. above. You and MLP expressly understand and acknowledge that this Agreement may be pleaded as a defense to and may be used as the basis for an attempted injunction against any action, suit, administrative or other proceeding which may be instituted, prosecuted or attempted as a result of an alleged breach of this agreement by you or MLP. c. Promise Not to Sue. You and MLP also agree not to file or initiate any claim or lawsuit against each other with any agency or court based on any Claims covered by the release set forth in Subparagraph 5.a. other than to enforce this Agreement or to obtain a benefit that by law cannot be waived. If either you or MLP file any administrative claim or lawsuit(s) against the other based on any Claims waived or released by this Agreement, then in addition to all other remedies provided by law or equity, the filing or initiating party agrees to pay the defending party for all costs, including reasonable attorneys fees, incurred by the party defending against the waived or released Claims. If MLP is the defending party and you ultimately prevail, MLP may credit any amounts paid under this Agreement against any recovery obtained by you. 6. Review and Revocation Rights Because this Agreement includes a waiver and release of your right to file a claim for age discrimination under the Federal Age Discrimination In Employment Act ("ADEA"), you understand and acknowledge that you have up to twenty-one (21) days to decide whether to sign this Agreement and that you should consult with an attorney. In addition, you understand that within seven (7) days after signing this Agreement, you may revoke in writing your waiver and release of any claim under the ADEA, but not any other Released Claims you have waived or released by either delivering a written notice of revocation to Ms. J. Susan Corley, Vice President, Human Resources at 120 Kane Street, Kahalui Hawaii 96733, or by mailing the notice to such individual at P.O. Box 187, Kahalui, Hawaii 96733 on or before the end of the seven (7) day revocation period provided. If the written notice is given by mail it will be deemed timely if the mailing is properly addressed, is post marked no later than the seventh day of the revocation period and is sent by United States Mail, certified mail, return receipt requested, to Ms. J. Susan Corley at the address shown above. If the seventh day falls on a Saturday, Sunday or holiday, the next regular business day will be considered the seventh day. If you elect in a timely manner to revoke the release of any federal ADEA claim, your release will still remain in effect for all other Released Claims but the Additional Separation Benefits described in paragraph 2.b above shall be reduced by twenty-five percent (25%) of their value. You and MLP understand and agree that unless otherwise agreed in another writing signed by and MLP, the terms of this agreement and any payments or benefits provided for hereunder will not be effective or due until the later of the separation of your employment with MLP or the expiration of the seven (7) day revocation period described above. If you execute and deliver this Agreement but then timely revoke your release of any federal age discrimination claim, this Agreement and release of all other Released Claims will remain in full force and effect as modified above. 7. Arbitration. Because of the delay, expense and publicity which results from the use of the State and Federal court systems, you and MLP agree to submit to final and binding arbitration any claims and disputes arising out of or related to the interpretation, application and/or enforcement of this Agreement or between you and MLP, including but not limited to any constitutional, statutory, or common law claims rather than to use such court system. In any such arbitration, the then existing American Arbitration Association ("AAA") rules for resolving employment disputes shall govern the arbitration, subject to the Federal Arbitration Act, if applicable, or if not applicable then the Hawaii Uniform Arbitration Act, H.R.S. Chapter 658A then in effect. To the extent such AAA rules include any provisions that would render this agreement to arbitrate unenforceable, they shall be modified to conform to the law or if they cannot be modified they shall be deemed null and void. 8. Voluntary Mutual Agreement You understand your right to discuss and have discussed all aspects of this Agreement with your attorney and represent to MLP that you have carefully read, fully understand all of the provisions of this Agreement and based on the advice of your attorney voluntarily enter into this Agreement. The parties each represent and acknowledge that they are entering into this Agreement to effect an amicable and positive separation of your employment with MLP and not as an admission that either party has violated any law or other legal obligations such as those described in Paragraph 5 above. This Agreement represents an amicable compromise and settlement of all the parties' rights, claims and benefits. 9. Entire Agreement You represent and acknowledge that in executing this Agreement you do not rely, and have not relied, upon any representation or statement by MLP or any representative of MLP not set forth in this Agreement regarding the subjects of this Agreement or your recruitment for, employment with, or separation from employment with MLP. This Agreement sets forth the entire agreement between you and MLP with regard to the conditions of your separation from employment with MLP and supersedes any prior agreement between you and MLP. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. You agree to keep MLP informed of your address to ensure your receipt of all communications and required government forms, such as W-4s and so forth. PLEASE READ CAREFULLY. THIS EMPLOYMENT SEPARATION AGREEMENT INCLUDES A RELEASE OF ALL CLAIMS. MAUI LAND & PINEAPPLE COMPANY, INC. /S/ PAUL J. MEYER By: /S/ DAVID COLE PAUL J. MEYER DAVID COLE Its President and Chief Executive Officer Date: 2/16/04 Date: 3/10/04 EX-31 3 cert302.txt RULE 13A - 14(A) CERTIFICATIONS Exhibit 31 CERTIFICATION I, David C. Cole, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [This paragraph is intentionally left blank.] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 11, 2004 /S/ DAVID C. COLE Name: David C. Cole Title: Chairman, President & Chief Executive Officer CERTIFICATION I, Paul J. Meyer, certify that: 1. I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [This paragraph is intentionally left blank.] (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 11, 2004 /S/ PAUL J. MEYER Name: Paul J. Meyer Title: Executive Vice President/Finance EX-32 4 cert906.txt SECTION 1350 CERTIFICATIONS Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 In connection with the Annual Report of Maui Land & Pineapple Company, Inc. (the "Company") on Form 10-Q for the quarter ended March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, David C. Cole and Paul J. Meyer, respectively, the Chairman, President & Chief Executive Officer and Executive Vice President/Finance of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /S/ DAVID C. COLE David C. Cole Chairman, President & Chief Executive Officer /S/ PAUL J. MEYER Paul J. Meyer Executive Vice President/Finance (Chief Financial Officer) May 11, 2004 Date -----END PRIVACY-ENHANCED MESSAGE-----