-----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, GdTJszFbQJRJckvOEzJP8EykTYgkj7buuQk/Yen+9o6RsdKIrarTM5B/jrwMnTjB +dERndVIUHNXlW+fvpdPsw== 0000063330-97-000023.txt : 19970813 0000063330-97-000023.hdr.sgml : 19970813 ACCESSION NUMBER: 0000063330-97-000023 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970812 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: 97657083 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 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, 1997 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 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, 1997 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, 1997 (Unaudited) & December 31, 1996 3 Condensed Statements of Operations and Retained Earnings, Three Months Ended June 30, 1997 & 1996 (Unaudited) 4 Condensed Statements of Operations and Retained Earnings, Six Months Ended June 30, 1997 & 1996 (Unaudited) 5 Condensed Statements of Cash Flows Six Months Ended June 30, 1997 & 1996 (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 Item 1. Legal Proceedings 10 Item 4. Submission of Matters to a Vote of Security-Holders 10 Item 6. Exhibits and Reports on Form 8-K 11 PART I FINANCIAL INFORMATION Item 1. Financial Statements MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED BALANCE SHEETS Unaudited 6/30/97 12/31/96 (Dollars in Thousands) ASSETS Current Assets Cash $ 1,923 $ 453 Accounts and notes receivable 11,418 14,343 Inventories 21,148 16,484 Other current assets 3,852 4,028 Total current assets 38,341 35,308 Property 196,377 190,999 Accumulated depreciation (108,313) (104,389) Property - net 88,064 86,610 Other Assets 12,049 10,933 TOTAL 138,454 132,851 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current portion of long-term debt and capital lease obligations 1,549 1,254 Trade accounts payable 5,401 7,661 Other current liabilities 8,156 6,926 Total current liabilities 15,106 15,841 Long-Term Liabilities Long-term debt and capital lease obligations 33,926 28,898 Accrued retirement benefits 22,031 21,983 Other long-term liabilities 7,697 8,096 Total long-term liabilities 63,654 58,977 Stockholders' Equity Common stock, no par value - 1,800,000 shares authorized, 1,797,125 issued and outstanding 12,318 12,318 Retained earnings 47,376 45,715 Stockholders' Equity 59,694 58,033 TOTAL $138,454 $ 132,851 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 6/30/97 6/30/96 (Dollars in Thousands Except Share Amounts) REVENUES Net sales $22,417 $22,301 Operating income 6,396 5,909 Other income 4,297 89 Total Revenues 33,110 28,299 COSTS AND EXPENSES Cost of goods sold 15,882 15,083 Operating expenses 6,704 5,541 Shipping and marketing 3,436 3,620 General and administrative 3,587 3,712 Equity in losses of joint ventures 270 265 Interest 760 841 Total Costs and Expenses 30,639 29,062 INCOME (LOSS) BEFORE INCOME TAXES 2,471 (763) INCOME TAXES (CREDIT) 914 (287) NET INCOME (LOSS) 1,557 (476) RETAINED EARNINGS, BEGINNING OF PERIOD 45,819 47,172 RETAINED EARNINGS, END OF PERIOD 47,376 46,696 PER COMMON SHARE Net Income (Loss) $ .86 $(.26) 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 6/30/97 6/30/96 (Dollars in Thousands Except Share Amounts) REVENUES Net sales $43,469 $44,315 Operating income 13,849 12,932 Other income 4,680 884 Total Revenues 61,998 58,131 COSTS AND EXPENSES Cost of goods sold 30,413 30,098 Operating expenses 12,730 11,308 Shipping and marketing 6,811 6,814 General and administrative 7,464 7,361 Equity in losses of joint ventures 513 558 Interest 1,431 1,771 Total Costs and Expenses 59,362 57,910 INCOME BEFORE INCOME TAXES 2,636 221 INCOME TAXES 975 77 NET INCOME 1,661 144 RETAINED EARNINGS, BEGINNING OF PERIOD 45,715 46,552 RETAINED EARNINGS, END OF PERIOD 47,376 46,696 PER COMMON SHARE Net Income $ .92 $ .08 See accompanying Notes to Condensed Financial Statements. MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended 6/30/97 6/30/96 (Dollars in Thousands) Net Cash Provided By (Used In) Operating Activities $ (202) $ 2,569 Investing Activities Purchases of property (5,760) (3,465) Proceeds from disposal of property 3,380 526 Contributions to joint ventures (877) -- Proceeds from surrender of insurance policies-- 3,125 Other (394) 553 Net Cash Provided by (Used In) Investing Activities (3,651) 739 Financing Activities Payments of long-term debt and capital lease obligations (5,032) (7,669) Proceeds from long-term debt 10,355 5,050 Net Cash Provided By (Used In) Financing Activities 5,323 (2,619) Net Increase in Cash 1,470 689 Cash at Beginning of Period 453 166 Cash at End of Period $ 1,923 $ 855 Supplemental Disclosure and Cash Flow Information - Interest (net of amounts capitalized) of $1,669,000 and $1,989,000 was paid during the six months ended June 30, 1997 and 1996, respectively. Income taxes of $185,000 were paid during the six months ended June 30, 1996. 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, 1997 and 1996. 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 1997 and 1996 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 $688,000 and $698,000 at June 30, 1997 and December 31, 1996, respectively. 5. Inventories as of June 30, 1997 and December 31, 1996 were as follows (in thousands): 6/30/97 12/31/96 Pineapple products Finished goods $11,228 $ 7,306 Work in progress 2,242 1,645 Raw materials 644 789 Real estate held for sale 339 339 Merchandise, materials and supplies 6,695 6,405 Total Inventories $21,148 $16,484 6. Average common shares outstanding for the interim periods ended June 30, 1997 and 1996 were 1,797,125. 7. In June of 1997, the sale of a 50% interest in the 12-acre parcel of property adjacent to the Kapalua Bay Hotel to YCP, the owners of the hotel, was concluded. The Company recognized a gain of $4.2 million from this transaction. The Company and YCP also concluded a joint venture in the form of a Hawaii limited liability company, to own, develop and sell the parcel. 8. Certain prior period amounts have been reclassified to conform with the presentation for the current period. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations RESULTS OF OPERATIONS Consolidated Consolidated net income for the second quarter of 1997 was $1,557,000 compared to a net loss of $476,000 for the second quarter of 1996. Revenues for the second quarter of 1997 were higher by 17% compared to the second quarter of 1996. For the first half of 1997 net income was $1,661,000 compared to $144,000 for the first half of 1996. Revenues for the same period increased by 7%. Improved results for the second quarter and first half of 1997 principally reflects the sale of a 50% interest in the 12 acre parcel adjacent to the Kapalua Bay Hotel in June of 1997. Interest expense for the second quarter and first half of 1997 were lower by 10% and 19% respectively compared to the same periods in 1996 due to lower average borrowings and to lower average interest rates. Pineapple Revenue from Pineapple operations was $20 million for the second quarter of 1997 compared to $19.7 million for the second quarter of 1996. For the first half of 1997 revenue was $38.4 million compared to $38.7 million for the same period in 1996. This segment generated operating profits of $667,000 for the second quarter of 1997 compared to $926,000 for the second quarter of 1996; and $1 million for the first half of 1997 compared to $1.6 million for the first half of 1996. Higher average prices in 1997 contributed approximately $450,000 and $750,000 to revenue for the second quarter and first half of 1997 respectively. However a change in product mix sold (fruit, juice, concentrate) more than offset price increases for the first half of 1997. Higher average cost per case sold was also responsible for the decline in operating profits for the second quarter and first half of 1997. Resort Revenue from the Kapalua Resort was $12 million for the second quarter of 1997 compared to $7.6 million for the second quarter of 1996. For the first half of 1997 revenue from this segment was $21 million compared to $17 million for the same period in 1996. Operating profit from the Resort segment was $3.7 million for the second quarter of 1997 compared to $226,000 for the second quarter of 1996. For the first half of 1997 Resort operating profit was $5.4 million compared to $2.2 million for the first six months of 1996. Revenue and operating profit for the second quarter and first six months of 1997 includes $4.2 million from a land sale at Kapalua (see Note 7 to Condensed Financial Statements). Revenue from the Kapalua Villa program increased in 1997 as a result of the higher number of units in the program since September of 1996. The Resort's realty operations and Resort membership program also reported significant revenue increases. These increases were offset by a planned reduction in ground lease rent and decreases in other resort revenues related to the closure of the Kapalua Bay Hotel. The hotel closed on April 1, 1997 for major restoration work and is scheduled to reopen in mid-August 1997. Commercial & Property Revenue from the Commercial & Property segment was $1.1 million for the second quarter of 1997 compared to $1 million for the second quarter of 1996. For the first six months of 1997 revenues were $2.2 million compared to $2.4 million for the first half of 1996. The segment generated an operating loss of $119,000 for the second quarter of 1997 compared to an operating loss of $147,000 for the same period in 1996. For the first six months of 1997 these operations produced an operating loss of $209,000 compared to an operating profit of $89,000 for the same period a year earlier. Revenue and operating profit for the first half of 1996 includes approximately $500,000 from the sale of a land parcel. Naplili Plaza and the Company's Kaahumanu Center operations produced improved results in the second quarter and first half of 1997 compared to the same periods in 1996. LIQUIDITY AND CAPITAL RESOURCES At June 30, 1997 the Company's total debt including capital leases was $35.5 million, an increase of $5.3 million compared to December 31, 1996. The increase in debt was principally used to finance capital expenditures and the Company's share of cash calls by joint ventures. Unused short- and long-term lines of credit and equipment financing facilities were $18.7 million at the end of the second quarter of 1997. Consolidated capital expenditures are expected to be approximately $10 million in 1997 of which approximately 40% are for the replacement of existing equipment. The largest item in capital expenditures for 1997 is $1.9 million for the Company's cannery waste water disposal system which was completed and operational as of June 23, 1997. The Company expects to finance approximately $3.2 million of the 1997 capital expenditures with capital leases or other equipment financing arrangements and the remainder will be financed with operating cash flows and cash from property disposals. At June 30, 1997 the Company had commitments under letters of credit totaling $2.1 million. PART II OTHER INFORMATION Item 1. Legal Proceedings Antidumping Petition As previously reported, on November 8, 1996, the United States Court of International Trade ("USCIT") announced its decision regarding appeals filed by the Thai respondents. The USCIT remanded certain issues back to the Department of Commerce for recalculation. The Company strongly disagrees with the USCIT's decision on these issues which could substantially reduce the duties being imposed on canned pineapple fruit from Thailand. In the second quarter of 1997, both the Company and the United States Department of Commerce appealed the decision by the USCIT to the United States Court of Appeals for the Federal Circuit. The appeal process is expected to take nine to twelve months. During this time and subject to periodic review, duties at the rates originally determined by the Department of Commerce will continue to be imposed on canned pineapple imported into the U.S. from Thailand. Background information for this issue is discussed at Part I, Item 3.A. of Form 10-K, for the year ended December 31, 1996. Item 4. Submission of Matters to a Vote of Security-Holders On May 2, 1997, the annual meeting of the Company's shareholders was held. Proxies for the meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934. The number of outstanding shares as of March 7, 1997, record date for the annual meeting was 1,797,125. The results of the matters voted upon were as follows: Election of Class One directors for a three-year term: Shares Voted For Shares Withheld Randolph G. Moore 1,627,052 39,771 Fred E. Trotter III 1,627,051 39,772 Election of the firm Deloitte & Touche LLP as auditor of the Company for the fiscal year 1997: Shares voted for: 1,640,431 Shares voted against: 25,293 Shares abstained: 1,099 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits (27) Financial Data Schedule As of June 30, 1997 and for the six months then ended.* *Filed Herewith (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 12, 1997 /S/ PAUL J. MEYER Date Paul J. Meyer Executive Vice President/Finance (Principal Financial Officer) EX-27 2
5 This schedule contains summary financial information extracted from the Maui Land & Pineapple Company, Inc. Balance Sheet as of June 30, 1997 and 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-31-1997 JUN-30-1997 1,923 0 12,106 688 21,148 38,341 196,377 108,313 138,454 15,106 33,926 0 0 12,318 47,376 138,454 43,469 61,998 30,413 43,143 0 0 1,431 2,636 975 1,661 0 0 0 1,661 .92 .92
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