-----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, GLZ46QFkS1ewjW8UCy+t+p1oL+R9G+5xyQRt09pHRFmFc8fTd8aO5vA/tVYMjTRO cVMKtctsIl1BGPr/CregDw== 0000063330-96-000023.txt : 19960806 0000063330-96-000023.hdr.sgml : 19960806 ACCESSION NUMBER: 0000063330-96-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960805 SROS: NONE 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: 96603687 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: 96732 10-Q 1 FORM 10-Q 2ND QUARTER '96 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 Commission file number 0-4674 MAUI LAND & PINEAPPLE COMPANY, INC. (Exact name of registrant as specified in its charter) HAWAII 99-0107542 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) P.O. Box 187, KAHULUI, MAUI, HAWAII 96732 (Address of principal executive offices) Registrant's telephone number, including area code: (808) 877-3351 NONE Former name, former address and former fiscal year, if changed since last report Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / / Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at August 1, 1996 Common Stock, no par value 1,797,125 shares MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES INDEX Page PART I. FINANCIAL INFORMATION Item 1. Financial Statements Condensed Balance Sheets - June 30, 1996 (Unaudited) & December 31, 1995 3 Condensed Statements of Operations and Retained Earnings, Three Months Ended June 30, 1996 & 1995 (Unaudited) 4 Condensed Statements of Operations and Retained Earnings, Six Months Ended June 30, 1996 & 1995 (Unaudited) 5 Condensed Statements of Cash Flows, Six Months Ended June 30, 1996 & 1995 (Unaudited) 6 Notes to Condensed Financial Statements (Unaudited) 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 PART II. OTHER INFORMATION 10 PART I. - FINANCIAL INFORMATION Item 1. Financial Statements MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED BALANCE SHEETS 06/30/96 (Unaudited) 12/31/95 (Dollars in Thousands) ASSETS Current Assets Cash $ 855 $ 166 Accounts and notes receivable 11,393 13,142 Inventories 25,588 19,675 Other current assets 3,705 3,571 -------- -------- Total current assets 41,541 36,554 Property 188,569 185,175 Accumulated depreciation (100,845) (96,618) -------- -------- Property - net 87,724 88,557 Other Assets 10,237 11,974 -------- -------- TOTAL 139,502 137,085 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current portion of long-term debt 14,700 -- Trade accounts payable 7,026 5,761 Other current liabilities 8,064 7,365 -------- -------- Total current liabilities 29,790 13,126 Long-Term Liabilities Long-term debt and capital lease obligations 21,266 36,227 Accrued retirement benefits 22,640 22,594 Other long-term liabilities 6,792 6,268 -------- -------- Total long-term liabilities 50,698 65,089 Stockholders' Equity Common stock, no par value - 1,800,000 shares authorized, 1,797,125 issued and outstanding 12,318 12,318 Retained earnings 46,696 46,552 -------- -------- Stockholders' Equity 59,014 58,870 -------- -------- $139,502 $137,085 TOTAL ======== ======== 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 6/30/96 6/30/95 (Dollars in Thousands Except Share Amounts) REVENUES Net sales $22,889 $17,869 Operating income 5,321 6,240 Other income 562 2,091 ------- ------- Total Revenues 28,772 26,200 ------- ------- COSTS AND EXPENSES Cost of goods sold 15,733 12,812 Operating expenses 5,244 5,605 Shipping and marketing 3,620 3,172 General and administrative 3,832 3,791 Equity in losses of joint ventures 265 2,440 Interest 841 1,768 ------- ------- Total Costs and Expenses 29,535 29,588 ------- ------- LOSS BEFORE INCOME TAXES (763) (3,388) INCOME TAX CREDIT (287) (1,190) ------- ------- NET LOSS (476) (2,198) RETAINED EARNINGS, BEGINNING OF PERIOD 47,172 46,244 ------- ------- RETAINED EARNINGS, END OF PERIOD 46,696 44,046 ======= ======= PER COMMON SHARE Net Loss $ (.26) $ (1.22) ======= ======= See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS (UNAUDITED) Six Months Ended 6/30/96 6/30/95 (Dollars in Thousands Except Share Amounts) REVENUES Net sales $45,394 $37,762 Operating income 11,853 15,173 Other income 1,824 3,222 ------- ------- Total Revenues 59,071 56,157 ------- ------- COSTS AND EXPENSES Cost of goods sold 31,330 27,460 Operating expenses 10,784 11,932 Shipping and marketing 6,814 5,975 General and administrative 7,593 8,152 Equity in losses of joint ventures 558 4,186 Interest 1,771 4,803 ------- ------- Total Costs and Expenses 58,850 62,508 ------- ------- INCOME (LOSS) BEFORE INCOME TAXES 221 (6,351) INCOME TAXES (CREDIT) 77 (2,286) ------- ------- NET INCOME (LOSS) 144 (4,065) RETAINED EARNINGS, BEGINNING OF PERIOD 46,552 48,111 ------- ------- RETAINED EARNINGS, END OF PERIOD 46,696 44,046 ======= ======= PER COMMON SHARE Net Income (Loss) $ .08 $ (2.26) ======= ======= See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended 6/30/96 6/30/95 (Dollars in Thousands) Net Cash Provided by (Used In) Operating Activities $ 3,497 $(1,743) ------- ------- Investing Activities Purchases of property (3,465) (4,330) Proceeds from disposal of property 526 720 Reimbursements from Kaahumanu Center Associates -- 11,225 Other 553 (2,227) ------- ------- Net Cash Provided by (Used In) Investing Activities (2,386) 5,388 ------- ------- Financing Activities Payments of long-term debt & capital lease obligations (5,472) (13,403) Proceeds from long-term debt 5,050 7,988 Proceeds (payment) of short-term debt -- 335 ------- ------- Net Cash Provided by (Used In) Financing Activities (422) (5,080) ------- ------- Net Increase (Decrease) In Cash 689 (1,435) Cash At Beginning of Period 166 2,269 ------- ------- Cash At End of Period $ 855 $ 834 ======= ======= Supplemental Disclosures of Cash Flow Information - Interest (net of amounts capitalized) of $1,989,000 and $5,055,000 was paid during the six months ended June 30, 1996 and 1995, respectively. Income taxes of $185,000 were paid during the six months ended June 30, 1996. Income tax refunds (net of payments) of $33,000 were received during the six months ended June 30, 1995. See also Note 5 to Condensed Financial Statements. 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 present a fair statement of financial position and results of operations for the interim periods ended June 30, 1996 and 1995. 2. The Company's reports for interim periods utilize numerous estimates of production, general and administrative expenses, and other costs for the full year. Consequently, amounts in the interim reports are not necessarily indicative of results for the full year. 3. The effective tax rate for 1996 and 1995 differs from the statutory federal rate of 34% primarily because of the state tax provision and refundable state tax credits. 4. Inventories as of June 30, 1996 and December 31, 1995 were as follows (in thousands): 06/30/96 12/31/95 Pineapple products $19,127 $13,920 Real estate held for sale 393 340 Merchandise, materials and supplies 6,068 5,415 ------- ------- Total Inventories $25,588 $19,675 ======= ======= 5. Effective April 30, 1995, the Employees' Retirement System of the State of Hawaii (ERS) converted its $30.6 million loan to an additional 49% ownership in Kaahumanu Center Associates (KCA). After the conversion, the Company no longer consolidated KCA, but accounted for its investment in KCA by the equity method. This resulted in a decrease to the Company's consolidated assets and consolidated debt of approximately $76 million. 6. Average common shares outstanding for the interim periods ended June 30, 1996 and 1995 were 1,797,125. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Consolidated The Company incurred a consolidated net loss for the second quarter of 1996 of $476,000 compared to a net loss of $2.2 million for the second quarter of 1995. For the first half of 1996, consolidated net income was $144,000 compared to a net loss of $4.1 million for the first half of 1995. The Company's Pineapple and Resort segments and lower interest expense due to a reduced debt level contributed to the improved results in 1996. The net losses for the second quarter and first half of 1995 included $1.4 million and $2.5 million, respectively, representing the Company's equity in losses of Kaptel Associates, which was dissolved in October 1995. Pineapple Pineapple operations generated increased revenues for the second quarter and first half of 1996 compared to the same periods in 1995 due to higher prices and increased sales volume. The improved prices and volume largely reflect the favorable ruling in 1995 on the anti-dumping case against the Thai pineapple producers. Operating profits were $926,000 and $1.6 million for the second quarter and the first half of 1996, respectively, compared to operating losses of $853,000 and $1.2 million for the same periods in 1995. Resort Resort ongoing operations generated higher revenues in the second quarter and first half of 1996 compared to the same periods in 1995, principally reflecting increased merchandise sales and higher villa rental income. The Resort segment contributed operating profits in the second quarter and first half of 1996 compared to operating losses for the same periods in 1995. The operating profits for the second quarter and first half of 1996 reflect decreased equity in losses from joint venture investments and improved operating performance from the Resort's ongoing operations for the first half of 1996. Commercial & Property Commercial & Property operations reported lower revenues for the second quarter and first half of 1996 compared to the same periods in 1995. As a result, this segment posted an operating loss for the second quarter of 1996 compared to operating profits a year earlier. The first half of 1996 provided lower operating profits compared to the same period in 1995. The reduction in revenues and operating profits in 1996 primarily reflected fewer real estate sales. The exclusion of Kaahumanu Center Associates from the Company's consolidated financial statements since April of 1995 also contributed to the lower revenues in 1996. LIQUIDITY AND CAPITAL RESOURCES The Company's total debt, including capital leases was $37.1 million at June 30, 1996, compared to $37.5 million at December 31, 1995. At June 30, 1996, the Company had unused lines of credit of $8.6 million which principally expire at June 30, 1997. Before year-end 1996, the Company expects to modify and extend its existing credit lines and to reduce total debt as a result of positive cash flows from operating activities. Also some of the Company's existing debt may be refinanced with the proceeds of new long-term debt. For the first half of 1996 the Company produced positive cash flows from operating activities of $3.5 million. These cash flows were used primarily to fund capital expenditures for equipment replacements. For the remainder of 1996 capital expenditures are expected to be approximately $3 million. Some of the 1996 capital expenditures are expected to be financed with capital leases. PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security-Holders On May 3, 1996, at the annual meeting of the Company's shareholders, the following matters were voted upon: Election of Class Three Directors for a three-year term: Shares Voted Shares For Withheld Mary C. Sanford 1,617,234 36,440 Richard H. Cameron 1,614,304 39,370 Election of the firm Deloitte & Touche LLP as auditor of the Company for the fiscal year 1996: Shares for: 1,620,362 Shares against: 30,709 Shares abstained: 2,603 Item 5. Other Information Effective July 15, 1996, Samuel K. Himmelrich, Sr. of the Harry Weinberg Family Foundation, Inc. was appointed to the Board of Directors of the Company. Mr. Himmelrich replaces Joseph W. Hartley, Jr. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27) Financial Data Schedule As of June 30, 1996 and for the six months then ended. Attached. (b) Reports on Form 8-K There were no reports on Form 8-K filed for the period covered by this report. 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. August 5, 1996 /S/ PAUL J. MEYER Date Paul J. Meyer Executive Vice President/Finance EX-27 2
5 This schedule contains summary financial information extracted from the Maui Land & Pineapple Company, Inc. Balance Sheet as of June 30, 1996 and the Statement of Operations for the six months then ended, and is qualified in its entirety by reference to such financial statements. 1,000 6-MOS DEC-31-1996 JUN-30-1996 855 0 11,393 0 25,588 41,541 188,569 100,845 139,502 29,790 21,266 0 0 12,318 0 139,502 45,394 59,071 31,330 42,114 0 0 1,771 221 77 144 0 0 0 144 .08 .08
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