Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document Information [Line Items] | ||
Entity Registrant Name | MAUI LAND & PINEAPPLE CO INC | |
Entity Central Index Key | 63,330 | |
Trading Symbol | mlp | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 19,021,014 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS | ||
Cash | $ 448 | $ 1,087 |
Accounts receivable, less allowance of $92 and $194 for doubtful accounts | 1,669 | 1,528 |
Prepaid expenses and other current assets | 192 | 208 |
Total current assets | 2,309 | 2,823 |
PROPERTY | 69,031 | 69,126 |
Accumulated depreciation | (37,888) | (36,608) |
Net property | 31,143 | 32,518 |
OTHER ASSETS | ||
Deferred development costs | 8,773 | 9,310 |
Assets held for sale | 212 | 262 |
Other noncurrent assets | 2,206 | 1,686 |
Total other assets | 11,191 | 11,258 |
TOTAL ASSETS | 44,643 | 46,599 |
CURRENT LIABILITIES | ||
Current portion of long-term debt | 40,565 | |
Accounts payable | 363 | 675 |
Payroll and employee benefits | 426 | 396 |
Current portion of accrued retirement benefits | 989 | 378 |
Income taxes payable | 443 | 473 |
Accrued interest | 84 | 645 |
Other current liabilities | 910 | 727 |
Total current liabilities | 3,215 | 43,859 |
LONG-TERM LIABILITIES | ||
Long-term debt | 24,500 | |
Accrued retirement benefits | 8,427 | 10,252 |
Deposits | 2,425 | 2,400 |
Deferred revenue | 681 | 811 |
Other noncurrent liabilities | 59 | 216 |
Total long-term liabilities | 36,092 | 13,679 |
STOCKHOLDERS' EQUITY (DEFICIENCY) | ||
Common stock--no par value, 43,000,000 shares authorized, 18,940,963 and 18,867,768 shares issued and outstanding | 78,025 | 77,628 |
Additional paid in capital | 9,246 | 9,246 |
Accumulated deficit | (54,749) | (69,146) |
Accumulated other comprehensive loss | (27,186) | (28,667) |
Total stockholders' equity (deficiency) | 5,336 | (10,939) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY) | $ 44,643 | $ 46,599 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance | $ 92 | $ 194 |
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 43,000,000 | 43,000,000 |
Common stock, shares issued (in shares) | 18,940,963 | 18,867,768 |
Common stock, shares outstanding (in shares) | 18,940,963 | 18,867,768 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATING REVENUES | ||||
Sales | $ 3,000 | $ 12,000 | $ 18,000 | $ 12,000 |
Commissions | 210 | 54 | 876 | 377 |
Leasing | 1,680 | 1,311 | 4,572 | 4,148 |
Utilities | 813 | 785 | 2,539 | 2,409 |
Resort amenities and other | 359 | 330 | 1,030 | 1,105 |
Total operating revenues | 6,062 | 14,480 | 27,017 | 20,039 |
OPERATING COSTS AND EXPENSES | ||||
Cost of sales | 225 | 1,487 | 972 | 1,487 |
Other | 217 | 129 | 1,126 | 546 |
Leasing | 1,120 | 456 | 2,377 | 1,610 |
Utilities | 689 | 579 | 1,909 | 1,774 |
Resort amenities and other | 167 | 207 | 673 | 686 |
General and administrative | 648 | 609 | 1,698 | 1,677 |
Share-based compensation | 67 | 52 | 741 | 745 |
Depreciation | 498 | 491 | 1,486 | 1,604 |
Pension and other postretirement expenses | (257) | 76 | 311 | 229 |
Total operating costs and expenses | 3,374 | 4,086 | 11,293 | 10,358 |
OPERATING INCOME | 2,688 | 10,394 | 15,724 | 9,681 |
Interest expense | (213) | (731) | (1,327) | (1,944) |
NET INCOME | 2,475 | 9,663 | 14,397 | 7,737 |
Pension, net of income taxes of $0 | 974 | 210 | 1,481 | 632 |
COMPREHENSIVE INCOME | $ 3,449 | $ 9,873 | $ 15,878 | $ 8,369 |
NET INCOME PER COMMON SHARE--BASIC AND DILUTED (in dollars per share) | $ 0.13 | $ 0.51 | $ 0.76 | $ 0.41 |
Sales | $ 3,000 | $ 12,000 | $ 18,000 | $ 12,000 |
Commissions | 210 | 54 | 876 | 377 |
Leasing | 1,680 | 1,311 | 4,572 | 4,148 |
Utilities | 813 | 785 | 2,539 | 2,409 |
Resort amenities and other | 359 | 330 | 1,030 | 1,105 |
Total operating revenues | $ 6,062 | $ 14,480 | $ 27,017 | $ 20,039 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Income (Unaudited) (Parentheticals) | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Pension, income taxes | $ 0 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Stockholders' Equity (Deficiency) (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Balance (in shares) at Dec. 31, 2014 | 18,785 | ||||
Balance at Dec. 31, 2014 | $ 77,105 | $ 9,246 | $ (75,959) | $ (25,574) | $ (15,182) |
Share-based compensation (in shares) | 104 | ||||
Share-based compensation | $ 645 | 90 | 735 | ||
Vested restricted stock issued (in shares) | 21 | ||||
Vested restricted stock issued | $ 143 | (90) | 53 | ||
Shares cancelled to pay tax liability (in shares) | (49) | ||||
Shares cancelled to pay tax liability | $ (302) | (302) | |||
Pension, net of income taxes of $0 | 632 | 632 | |||
Net income | 7,737 | 7,737 | |||
Balance (in shares) at Sep. 30, 2015 | 18,861 | ||||
Balance at Sep. 30, 2015 | $ 77,591 | 9,246 | (68,222) | (24,942) | (6,327) |
Balance (in shares) at Dec. 31, 2015 | 18,868 | ||||
Balance at Dec. 31, 2015 | $ 77,628 | 9,246 | (69,146) | (28,667) | (10,939) |
Share-based compensation (in shares) | 99 | ||||
Share-based compensation | $ 504 | 186 | 690 | ||
Vested restricted stock issued (in shares) | 29 | ||||
Vested restricted stock issued | $ 186 | (186) | |||
Shares cancelled to pay tax liability (in shares) | (55) | ||||
Shares cancelled to pay tax liability | $ (293) | (293) | |||
Pension, net of income taxes of $0 | 1,481 | 1,481 | |||
Net income | 14,397 | 14,397 | |||
Balance (in shares) at Sep. 30, 2016 | 18,941 | ||||
Balance at Sep. 30, 2016 | $ 78,025 | $ 9,246 | $ (54,749) | $ (27,186) | $ 5,336 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
NET CASH PROVIDED BY OPERATING ACTIVITIES | $ 15,974 | $ 11,018 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (193) | |
(Payments) receipts for other assets | (63) | 2 |
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES | (256) | 2 |
FINANCING ACTIVITIES | ||
Proceeds from long-term debt | 27,500 | 600 |
Payments of long-term debt | (43,565) | (9,811) |
Debt and common stock issuance cost and other | (292) | (291) |
NET CASH USED IN FINANCING ACTIVITIES | (16,357) | (9,502) |
NET (DECREASE) INCREASE IN CASH | (639) | 1,518 |
CASH AT BEGINNING OF PERIOD | 1,087 | 415 |
CASH AT END OF PERIOD | 448 | 1,933 |
Cash paid during the period: | ||
Interest | 1,327 | 1,944 |
Income taxes | $ 30 | $ 59 |
Supplemental Non-cash Activitie
Supplemental Non-cash Activities | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Cash Flow, Supplemental Disclosures [Text Block] | SUPPLEMENTAL NON-CASH ACTIVITIES: ● Common stock issued to certain members of the Company’s management totaled $504,000 and $645,000 through September 30, 2016 and 2015, respectively. |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Organization Consolidation and Presentation of Financial Statements Liquidity Disclosure [Text Block] | 1. BASIS OF PRESENTATION The accompanying interim unaudited condensed consolidated financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in accordance with U.S. generally accepted accounting principles (GAAP) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and pursuant to the instructions to Form 10-Q and Article 8 promulgated by Regulation S-X of the Securities and Exchange Commission (SEC). Accordingly, they do not include all of the information and notes to financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s financial position, results of operations and cash flows for the interim periods ended September 30, 2016 and 2015. The condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended December 31, 2015. LIQUIDITY On August 5, 2016, the Company refinanced its $26.4 million of outstanding bank loans under a $27.0 million revolving credit facility with First Hawaiian Bank (the “Credit Facility”). The Credit Facility matures on December 31, 2019 and provides for two optional one-year extension periods. The Company has pledged a significant portion of its real estate holdings as security for borrowings under the Credit Facility, limiting its ability to borrow additional funds. The Credit Facility includes covenants requiring among other things, an initial minimum liquidity (as defined) of $0.5 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness. If the Company is unable to meet its covenants, borrowings under the Credit Facility may become immediately due, and it would not have sufficient liquidity to repay such outstanding borrowings. Net proceeds from the sale of any real estate assets pledged as collateral under the Credit Facility are required to be repaid toward outstanding borrowings and will permanently reduce the revolving commitment amount, limiting the available drawing capacity for future working capital purposes. The Company continues to undertake efforts to generate cash flow by employing its real estate assets in leasing and other arrangements, by the sale of several real estate assets, and by continued cost reduction efforts. |
Note 2 - Use of Estimates and R
Note 2 - Use of Estimates and Reclassifications | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Use of Estimates and Reclassifications Disclosure [Text Block] | 2. USE OF ESTIMATES AND RECLASSIFICATIONS The Company’s reports for interim periods utilize numerous estimates of general and administrative expenses and other costs for the full year. Future actual amounts may differ from these estimates. Amounts reflected in interim reports are not necessarily indicative of results for a full year. Certain amounts in the December 31, 2015 condensed consolidated balance sheet and condensed consolidated statement of operations and comprehensive income for the three and nine months ended September 30, 2015 were reclassified to conform to the current period’s presentation. Such amounts had no impact on total assets and liabilities or net income and comprehensive income previously reported. |
Note 3 - Basic and Diluted Shar
Note 3 - Basic and Diluted Shares | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 3. BASIC AND DILUTED SHARES Basic and diluted weighted-average shares outstanding for the three and nine months ended September 30, 2016 and 2015 were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic and diluted 18,914,307 18,852,479 18,935,635 18,831,499 Potentially dilutive 25,281 27,500 25,281 27,500 Basic net income per share is computed by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per share is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares from share-based compensation arrangements had been issued. Potentially dilutive shares arise from non-qualified stock options to purchase common stock and non-vested restricted stock. The treasury stock method is applied to determine the number of potentially dilutive shares for non-vested restricted stock and stock options assuming that the shares of non-vested restricted stock are issued for an amount based on the grant date market price of the shares and that the outstanding stock options are exercised. |
Note 4 - Property
Note 4 - Property | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 4 . PROPERTY Property at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, 2015 (in thousands) Land $ 5,063 $ 5,133 Land improvements 19,667 19,687 Buildings 32,589 32,589 Machinery and equipment 11,712 11,717 Total property 69,031 69,126 Less accumulated depreciation 37,888 36,608 Net property $ 31,143 $ 32,518 Land Most of the Company’s 23,000 acres of land were acquired between 1911 and 1932 and is carried in its balance sheets at cost. Approximately 21,000 acres of land are located in West Maui and comprise a largely contiguous parcel that extends from the shoreline to an elevation of approximately 5,700 feet. This parcel includes approximately 900 acres within the Kapalua Resort’s 3,000 acres. The Company’s remaining 2,000 acres of land are located in Upcountry Maui in an area commonly known as Haliimaile and are mainly comprised of leased agricultural fields, including processing and maintenance facilities. Land Improvements Land improvements are comprised primarily of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included is the Company’s potable and non-potable water systems in West Maui. The majority of the Company’s land improvements were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost. Buildings Buildings are comprised of restaurant, retail and light industrial spaces located at the Kapalua Resort and Haliimaile which are used in the Company’s leasing operations. The majority of the buildings were constructed and placed in service in the mid-to-late 1970’s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost. Machinery and Equipment Machinery and equipment are mainly comprised of zipline course equipment installed in 2008 at the Kapalua Resort and used in the Company’s leasing operations. Also included are machinery and equipment used in the Company’s utilities operations. |
Note 5 - Assets Held for Sale a
Note 5 - Assets Held for Sale and Real Estate Sales | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Assets Held-for-Sale and Real Estate Sales Disclosure [Text Block] | 5 . ASSETS HELD FOR SALE AND REAL ESTATE SALES Assets held for sale at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 2016 December 31, (in thousands) Upcountry Maui, 630-acre parcel of agricultural land $ 156 $ 147 West Maui, 5-acre fully entitled, 42-unit workforce housing project - 70 Upcountry Maui, 80-acre parcel of agricultural land and wastewater treatment facility 56 45 Assets held for sale $ 212 $ 262 In August 2016, the Company sold a five-acre, fully-entitled 42-unit workforce housing project located in West Maui for $3.0 million. As part of the transaction, the buyer also agreed to provide to the Company 12 residential workforce housing credits by August 2021. The sale resulted in a gain of approximately $2.8 million. The Company utilized the proceeds from the sale to pay down its First Hawaiian Bank credit facility. In June 2016, the Company sold a 304-acre, fully-entitled working-class community project located in West Maui, commonly referred to as Pulelehua, for $15.0 million. The sale resulted in a gain of approximately $14.3 million. The Company utilized the proceeds from the sale to payoff its American AgCredit term loan. In September 2015, the Company sold the 25-acre Kapalua Golf Academy parcel and related facilities for $12.0 million. The property was sold without any development entitlements. The sale resulted in a gain of approximately $10.5 million. The Company utilized the majority of the proceeds from the sale to pay down its American AgCredit term loan and Wells Fargo credit facility. |
Note 6 - Long-term Debt
Note 6 - Long-term Debt | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | 6. LONG-TERM DEBT Long-term debt at September 30, 2016 and December 31, 2015 consisted of the following: September 30, 6 December 31, (in thousands) First Hawaiian Bank revolving line of credit, 4.38% $ 24,500 $ - Wells Fargo revolving line of credit, 4.00% - 25,868 American AgCredit term loan, 7.00% - 14,697 Total 24,500 40,565 Less current portion - 40,565 Long-term debt $ 24,500 $ - On August 5, 2016, the Company refinanced its $26.4 million of outstanding bank loans under a $27.0 million revolving credit facility with First Hawaiian Bank. The Credit Facility matures on December 31, 2019 and provides for two optional one-year extension periods. Interest on borrowings is at LIBOR plus 3.75%, until such time as the Company obtains regulatory approval for the pledging of the stock of one of its utility subsidiaries, upon which interest decreases to LIBOR plus 3.50%. The Credit Facility is secured by a significant portion of the Company’s real estate holdings, including approximately 850 acres within the Kapalua Resort and approximately 1,065 acres in Haliimaile. Net proceeds from the sale of any real estate assets pledged as collateral under the Credit Facility are required to be repaid toward outstanding borrowings and will permanently reduce the revolving commitment amount. The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include an initial minimum liquidity (as defined) of $0.5 million beginning December 31, 2016, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness. There are no commitment fees on the unused portion of the Credit Facility. The Company believes it is in compliance with the covenants under the Credit Facility. |
Note 7 - Share-based Compensati
Note 7 - Share-based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 7 . SHARE-BASED COMPENSATION The Company’s non-employee directors, officers and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Maui Land & Pineapple Company, Inc. 2006 Equity and Incentive Award Plan (2006 Plan). Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the 2006 Plan. Restricted shares issued under the 2006 Plan vest quarterly and have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company. Each of the Company’s non-employee directors receive restricted shares of common stock upon their annual appointment to the Company’s board of directors. Share-based compensation totaled $123,000 and $94,000 for the nine months ended September 30, 2016 and 2015, respectively, for vesting of restricted shares granted to the Company’s non-employee directors. The Company’s officers and certain members of management receive share-based compensation based on their achievement of certain predefined performance goals and objectives under an incentive compensation plan. Such share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares vesting quarterly over a period of three years. Share-based compensation totaled $741,000 and $745,000 for the nine months ended September 30, 2016 and 2015, respectively, for shares issued and the vesting of restricted shares granted to the Company’s officers and certain members of management. |
Note 8 - Accrued Retirement Ben
Note 8 - Accrued Retirement Benefits | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | 8 . ACCRUED RETIREMENT BENEFITS Accrued retirement benefits at September 30, 2016 and December 31, 2015 consisted of the following: September 30, December 31, 2016 2015 (in thousands) Defined benefit pension plans $ 6,274 $ 6,264 Non-qualified retirement plans 3,142 4,366 Total 9,416 10,630 Less current portion (989 ) (378 ) Non-current portion of accrued retirement benefits $ 8,427 $ 10,252 The net periodic benefit costs for pension and postretirement benefits for the three and nine months ended September 30, 2016 and 2015 were as follows: Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 (in thousands) (in thousands) Interest cost $ 803 $ 692 $ 2,182 $ 2,075 Expected return on plan assets (659 ) (826 ) (1,977 ) (2,478 ) Amortization of net loss 253 210 760 632 Recognized gain due to settlements (654 ) - (654 ) - Pension and other postretirement expenses $ (257 ) $ 76 $ 311 $ 229 Other changes in plan assets and benefit obligations recognized in comprehensive income: Net loss $ 253 $ 210 $ 760 $ 632 Recognized actuarial loss due to settlement 721 - 721 - Total recognized loss in comprehensive income $ 974 $ 210 $ 1,481 $ 632 Included in pension and other postretirement expenses and loss in comprehensive income for the three and nine months ended September 30, 2016 are adjustments of approximately $0.7 million resulting from a one-time payment settlement with certain participants of our non-qualified retirement plans, which was paid in October 2016. |
Note 9 - Income Taxes
Note 9 - Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 9 . INCOME TAXES The Company’s effective tax rate for 2016 and 2015 reflects the recognition of expected federal alternative minimum tax liabilities and interim period tax benefits and changes to its tax valuation allowance. The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Interest accrued related to unrecognized tax benefits is recognized as interest expense and penalties are recognized in general and administrative expense in the Company’s condensed consolidated statements of operations and comprehensive income; and such amounts are included in income taxes payable on the Company’s condensed consolidated balance sheets. |
Note 10 - Reportable Operating
Note 10 - Reportable Operating Segments | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 10 . REPORTABLE OPERATING SEGMENTS The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Company’s Chief Executive Officer – its chief decision maker – in assessing performance and determining the allocation of resources. The Company’s reportable operating segments are as follows: • Real Estate – includes land planning and entitlement, development and sales activities. This segment also includes the operations of Kapalua Realty Company Ltd., a general brokerage real estate company located within the Kapalua Resort. • Leasing – includes residential, resort, commercial, industrial and agricultural land and property leases, licensing of the Company’s registered trademarks and trade names, and stewardship and conservation efforts. • Utilities – includes the operations of the Company’s two Hawaii Public Utilities Commission-regulated subsidiaries which provide potable and non-potable water and wastewater transmission services to the Kapalua Resort. In addition, this segment also includes management of ditch, reservoir and well systems which provide non-potable irrigation water systems in West and Upcountry Maui. • Resort Amenities – include the operations of the Kapalua Club, a private, non-equity club providing its members special programs, access and other privileges at certain of the amenities at the Kapalua Resort including a 30,000 square foot full-service spa and a private pool-side dining beach club. The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative, share-based compensation, pension and other postretirement expenses. Reportable operating segment revenues and income for the three and nine months ended September 30, 2016 and 2015 were as follows: Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 (in thousands) (in thousands) Operating Segment Revenues Real estate $ 3,210 $ 12,054 $ 18,876 $ 12,377 Leasing 1,680 1,311 4,572 4,148 Utilities 813 785 2,539 2,409 Resort amenities and other 359 330 1,030 1,105 Total Operating Segment Revenues $ 6,062 $ 14,480 $ 27,017 $ 20,039 Operating Segment Income (Loss) Real estate $ 2,768 $ 10,438 $ 16,778 $ 10,344 Leasing 560 855 2,195 2,538 Utilities 124 206 630 635 Resort amenities and other 192 123 357 419 Total Operating Segment Income $ 3,644 $ 11,622 $ 19,960 $ 13,936 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 1 1 . C OMMITMENTS AND CONTINGENCIES There have been no changes in the status of commitments and contingencies as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015. 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 is not expected to have a material adverse effect on the Company’s results of operations. |
Note 12 - Fair Value Measuremen
Note 12 - Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | 12 . F AIR VALUE MEASUREMENTS GAAP establishes a framework for measuring fair value, and requires certain disclosures about fair value measurements to enable the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The fair value of cash, receivables and payables approximate their carrying value due to the short-term nature of the instruments. The valuation is based on settlements of similar financial instruments all of which are short-term in nature and are generally settled at or near cost. The fair value of debt was estimated based on borrowing rates currently available to the Company for debt with similar terms and maturities. The carrying amount of debt at September 30, 2016 and December 31, 2015 was $24.5 million and $40.6 million, respectively, which approximated fair value. The fair value of debt has been classified in the level 2 category. |
Note 13 - New Accounting Pronou
Note 13 - New Accounting Pronoucements | 9 Months Ended |
Sep. 30, 2016 | |
Notes to Financial Statements | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 13 . NEW ACCOUNTING PRONOUNCEMENTS In February 2016, the Financial Accounting Standards Board issued ASU No. 2016-02, Leases. This ASU affects the recognition of lease assets and lease liabilities by lessees for leases classified as operating leases under GAAP. This ASU will be effective for fiscal years beginning after December 15, 2018 for public entities, not-for-profit entities that have issued securities that are traded, listed or quoted on an exchange, and for employee benefit plans that file financial statements with the SEC. The Company is in the process of assessing the impact of ASU No. 2016-02 on its financial statements. In March 2016, the Financial Accounting Standards Board issued ASU No. 2016-08, Revenue from Contracts with Customers. This ASU clarifies the implementation guidance on principal versus agent considerations. This ASU will be effective for annual reporting periods beginning after December 15, 2017 for public business entities, certain not-for-profit entities, and certain employee benefit plans. The Company is in the process of assessing the impact of ASU No. 2016-08 on its financial statements. In March 2016, the Financial Accounting Standards Board issued ASU No. 2016-09, Compensation-Stock Compensation. This ASU simplifies the accounting for share-based payment transactions, including income taxes, classification of awards, and classification on the statement of cash flows. This ASU will be effective for annual periods beginning after December 15, 2016 for public business entities and after December 15, 2017 for all other entities. The Company is in the process of assessing the impact of ASU No. 2016-09 on its financial statements. In April 2016, the Financial Accounting Standards Board issued ASU No. 2016-10, Revenue from Contracts with Customers. This ASU clarifies the guidance on identifying performance obligations and licensing. This ASU will be effective for annual reporting periods beginning after December 15, 2017 for public business entities, certain not-for-profit entities, and certain employee benefit plans. The Company is in the process of assessing the impact of ASU No. 2016-10 on its financial statements. In May 2016, the Financial Accounting Standards Board issued ASU No. 2016-12, Revenue from Contracts with Customers. This ASU aims to reduce the potential for diversity in practice at initial application and to reduce the cost and complexity of applying the guidance both at transition and on an ongoing basis. This ASU will be effective for annual reporting periods beginning after December 15, 2017 for public business entities, certain not-for-profit entities, and certain employee benefit plans. The Company is in the process of assessing the impact of ASU No. 2016-12 on its financial statements. In June 2016, the Financial Accounting Standards Board issued ASU No. 2016-13, Financial Instruments-Credit Losses. This ASU replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of information to inform credit loss estimates. This ASU will be effective for fiscal years beginning after December 15, 2019 for public business entities that are SEC filers. For all other public business entities, the update is effective for fiscal years beginning after December 15, 2020. The Company is in the process of assessing the impact of ASU No. 2016-13 on its financial statements. In August 2016, the Financial Accounting Standards Board issued ASU No. 2016-15, Statement of Cash Flows. This ASU aims to reduce the existing diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. This ASU will be effective for public business entities for fiscal years beginning after December 15, 2017 and will be effective for fiscal years beginning after December 15, 2018 for all other entities. The Company is in the process of assessing the impact of ASU No. 2016-15 on its financial statements. |
Note 3 - Basic and Diluted Sh22
Note 3 - Basic and Diluted Shares (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Basic and diluted 18,914,307 18,852,479 18,935,635 18,831,499 Potentially dilutive 25,281 27,500 25,281 27,500 |
Note 4 - Property (Tables)
Note 4 - Property (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, 2016 December 31, 2015 (in thousands) Land $ 5,063 $ 5,133 Land improvements 19,667 19,687 Buildings 32,589 32,589 Machinery and equipment 11,712 11,717 Total property 69,031 69,126 Less accumulated depreciation 37,888 36,608 Net property $ 31,143 $ 32,518 |
Note 5 - Assets Held for Sale24
Note 5 - Assets Held for Sale and Real Estate Sales (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Disclosure of Long Lived Assets Held-for-sale [Table Text Block] | September 30, 2016 December 31, (in thousands) Upcountry Maui, 630-acre parcel of agricultural land $ 156 $ 147 West Maui, 5-acre fully entitled, 42-unit workforce housing project - 70 Upcountry Maui, 80-acre parcel of agricultural land and wastewater treatment facility 56 45 Assets held for sale $ 212 $ 262 |
Note 6 - Long-term Debt (Tables
Note 6 - Long-term Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Long-term Debt Instruments [Table Text Block] | September 30, 6 December 31, (in thousands) First Hawaiian Bank revolving line of credit, 4.38% $ 24,500 $ - Wells Fargo revolving line of credit, 4.00% - 25,868 American AgCredit term loan, 7.00% - 14,697 Total 24,500 40,565 Less current portion - 40,565 Long-term debt $ 24,500 $ - |
Note 8 - Accrued Retirement B26
Note 8 - Accrued Retirement Benefits (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Defined Benefit Plans Disclosures [Table Text Block] | September 30, December 31, 2016 2015 (in thousands) Defined benefit pension plans $ 6,274 $ 6,264 Non-qualified retirement plans 3,142 4,366 Total 9,416 10,630 Less current portion (989 ) (378 ) Non-current portion of accrued retirement benefits $ 8,427 $ 10,252 |
Schedule of Net Benefit Costs [Table Text Block] | Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 (in thousands) (in thousands) Interest cost $ 803 $ 692 $ 2,182 $ 2,075 Expected return on plan assets (659 ) (826 ) (1,977 ) (2,478 ) Amortization of net loss 253 210 760 632 Recognized gain due to settlements (654 ) - (654 ) - Pension and other postretirement expenses $ (257 ) $ 76 $ 311 $ 229 Other changes in plan assets and benefit obligations recognized in comprehensive income: Net loss $ 253 $ 210 $ 760 $ 632 Recognized actuarial loss due to settlement 721 - 721 - Total recognized loss in comprehensive income $ 974 $ 210 $ 1,481 $ 632 |
Note 10 - Reportable Operatin27
Note 10 - Reportable Operating Segments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Nine Months Ended September 30, Ended September 30, 2016 2015 2016 2015 (in thousands) (in thousands) Operating Segment Revenues Real estate $ 3,210 $ 12,054 $ 18,876 $ 12,377 Leasing 1,680 1,311 4,572 4,148 Utilities 813 785 2,539 2,409 Resort amenities and other 359 330 1,030 1,105 Total Operating Segment Revenues $ 6,062 $ 14,480 $ 27,017 $ 20,039 Operating Segment Income (Loss) Real estate $ 2,768 $ 10,438 $ 16,778 $ 10,344 Leasing 560 855 2,195 2,538 Utilities 124 206 630 635 Resort amenities and other 192 123 357 419 Total Operating Segment Income $ 3,644 $ 11,622 $ 19,960 $ 13,936 |
Supplemental Non-cash Activit28
Supplemental Non-cash Activities (Details Textual) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Stock Issued | $ 504,000 | $ 645,000 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Details Textual) $ in Thousands | Aug. 05, 2016USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
First Hawaiian Bank Revolving Line of Credit [Member] | |||
Number of Optional Extension Periods | 2 | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 27,000 | ||
Optional Extension Periods, Duration of Extension | 1 year | ||
Minimum [Member] | |||
Debt Instrument, Covenant Required Liquidity | $ 500 | ||
Maximum [Member] | |||
Debt Instrument, Covenant Required Liquidity | 45,000 | ||
Long-term Debt | $ 26,400 | $ 24,500 | $ 40,565 |
Note 3 - Basic and Diluted Sh30
Note 3 - Basic and Diluted Shares - Antidilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Basic and diluted (in shares) | 18,914,307 | 18,852,479 | 18,935,635 | 18,831,499 |
Potentially dilutive (in shares) | 25,281 | 27,500 | 25,281 | 27,500 |
Note 4 - Property (Details Text
Note 4 - Property (Details Textual) - Land [Member] | 9 Months Ended |
Sep. 30, 2016a | |
West Maui [Member] | Kapalua Resort [Member] | |
Area of Land | 3,000 |
Area of Land Designated | 900 |
West Maui [Member] | |
Area of Land | 21,000 |
Area of Elevation from Sea | 5,700 |
Upcountry Maui [Member] | |
Area of Land | 2,000 |
Area of Land | 23,000 |
Note 4 - Property - Property (D
Note 4 - Property - Property (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Land [Member] | ||
Property, plant, and equipment, gross | $ 5,063 | $ 5,133 |
Land Improvements [Member] | ||
Property, plant, and equipment, gross | 19,667 | 19,687 |
Building [Member] | ||
Property, plant, and equipment, gross | 32,589 | 32,589 |
Machinery and Equipment [Member] | ||
Property, plant, and equipment, gross | 11,712 | 11,717 |
Property, plant, and equipment, gross | 69,031 | 69,126 |
Less accumulated depreciation | 37,888 | 36,608 |
Net property | $ 31,143 | $ 32,518 |
Note 5 - Assets Held for Sale33
Note 5 - Assets Held for Sale and Real Estate Sales (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Aug. 31, 2016USD ($)a | Jun. 30, 2016USD ($)a | Sep. 30, 2015USD ($)a | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)a | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($)a | |
West Maui [Member] | 5-Acre Fully Entitled, 42-Unit Workforce Housing Project [Member] | |||||||
Area of Real Estate Property | a | 5 | ||||||
Number of Units in Real Estate Property | 42 | ||||||
Sales of Real Estate | $ 3,000 | ||||||
Residential Workforce Housing Credits | 12 | ||||||
Gain (Loss) on Sale of Properties | $ 2,800 | ||||||
West Maui [Member] | Working-class Community Project [Member] | |||||||
Area of Real Estate Property | a | 304 | ||||||
Sales of Real Estate | $ 15,000 | ||||||
Gain (Loss) on Sale of Properties | $ 14,300 | ||||||
Kapalua Golf Academy [Member] | |||||||
Area of Real Estate Property | a | 25 | 25 | 25 | ||||
Gain (Loss) on Sale of Properties | $ 10,500 | ||||||
Proceeds from Sale of Real Estate | $ 12,000 | ||||||
Sales of Real Estate | $ 3,000 | $ 12,000 | $ 18,000 | $ 12,000 |
Note 5 - Assets Held for Sale34
Note 5 - Assets Held for Sale and Real Estate Sales - Assets Held for Sale (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Upcountry Maui [Member] | 630-Acre Parcel Of Agricultural Land [Member] | ||
Assets held for sale | $ 156 | $ 147 |
Upcountry Maui [Member] | Agricultural Land and Wastewater Treatment Facility [Member] | ||
Assets held for sale | 56 | 45 |
West Maui [Member] | Five Acre Fully Entitled, 42-unit Workforce Housing Project [Member] | ||
Assets held for sale | 70 | |
Assets held for sale | $ 212 | $ 262 |
Note 5 - Assets Held for Sale35
Note 5 - Assets Held for Sale and Real Estate Sales - Assets Held for Sale (Details) (Parentheticals) - a | Sep. 30, 2016 | Dec. 31, 2015 |
630-Acre Parcel Of Agricultural Land [Member] | Upcountry Maui [Member] | ||
Area of Real Estate | 630 | 630 |
Five Acre Fully Entitled, 42-unit Workforce Housing Project [Member] | West Maui [Member] | ||
Area of Real Estate | 5 | 5 |
Agricultural Land and Wastewater Treatment Facility [Member] | Upcountry Maui [Member] | ||
Area of Real Estate | 80 | 80 |
Note 6 - Long-term Debt (Detail
Note 6 - Long-term Debt (Details Textual) $ in Thousands | Aug. 05, 2016USD ($)a | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
First Hawaiian Bank Revolving Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | After Regulatory Approval [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.50% | ||
First Hawaiian Bank Revolving Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||
First Hawaiian Bank Revolving Line of Credit [Member] | Land [Member] | Kapalua Resort [Member] | |||
Pledged Assets not Separately Reported Area of Real Estate | a | 850 | ||
First Hawaiian Bank Revolving Line of Credit [Member] | Land [Member] | Haliimaile [Member] | |||
Pledged Assets not Separately Reported Area of Real Estate | a | 1,065 | ||
First Hawaiian Bank Revolving Line of Credit [Member] | |||
Optional Extension Periods, Duration of Extension | 1 year | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 27,000 | ||
Number of Optional Extension Periods | 2 | ||
Minimum [Member] | |||
Debt Instrument, Covenant Required Liquidity | $ 500 | ||
Maximum [Member] | |||
Debt Instrument, Covenant Required Liquidity | 45,000 | ||
Long-term Debt | $ 26,400 | $ 24,500 | $ 40,565 |
Note 6 - Long-term Debt - Summa
Note 6 - Long-term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Aug. 05, 2016 | Dec. 31, 2015 |
First Hawaiian Bank Revolving Line of Credit [Member] | |||
Long-term Debt | $ 24,500 | ||
Wells Fargo Revolving Loans [Member] | |||
Long-term Debt | $ 25,868 | ||
American Ag Credit Term Loan [Member] | |||
Long-term Debt | 14,697 | ||
Long-term Debt | 24,500 | $ 26,400 | 40,565 |
Less current portion | 40,565 | ||
Long-term debt | $ 24,500 |
Note 6 - Long-term Debt - Sum38
Note 6 - Long-term Debt - Summary of Long-term Debt (Details) (Parentheticals) | Sep. 30, 2016 | Dec. 31, 2015 |
First Hawaiian Bank Revolving Line of Credit [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.38% | |
Wells Fargo Revolving Loans [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | |
American Ag Credit Term Loan [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% |
Note 7 - Share-based Compensa39
Note 7 - Share-based Compensation (Details Textual) - Restricted Stock [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Non-Employee Directors [Member] | ||
Allocated Share-based Compensation Expense | $ 123,000 | $ 94,000 |
Management [Member] | ||
Allocated Share-based Compensation Expense | $ 741,000 | $ 745,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years |
Note 8 - Accrued Retirement B40
Note 8 - Accrued Retirement Benefits (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Other Comprehensive Income (Loss), Finalization of Pension and Other Postretirement Benefit Plan Valuation, Net of Tax | $ (721) | $ (721) |
Note 8 - Accrued Retirement B41
Note 8 - Accrued Retirement Benefits - Accrued Retirement Benefits (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Pension Plan [Member] | ||
Accrued retirement benefits | $ 6,274 | $ 6,264 |
Supplemental Employee Retirement Plan [Member] | ||
Accrued retirement benefits | 3,142 | 4,366 |
Accrued retirement benefits | 9,416 | 10,630 |
Less current portion | 989 | 378 |
Non-current portion of accrued retirement benefits | $ 8,427 | $ 10,252 |
Note 8 - Accrued Retirement B42
Note 8 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Interest cost | $ 803 | $ 692 | $ 2,182 | $ 2,075 |
Expected return on plan assets | (659) | (826) | (1,977) | (2,478) |
Amortization of net loss | 253 | 210 | 760 | 632 |
Recognized gain due to settlements | (654) | (654) | ||
Pension and other postretirement expenses | (257) | 76 | 311 | 229 |
Net loss | 253 | 210 | 760 | 632 |
Recognized actuarial loss due to settlement | 721 | 721 | ||
Total recognized loss in comprehensive income | $ 974 | $ 210 | $ 1,481 | $ 632 |
Note 10 - Reportable Operatin43
Note 10 - Reportable Operating Segments - Financial Results for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Real Estate Segment [Member] | Operating Segments [Member] | ||||
Operating Segment Revenues | ||||
Operating Revenues | $ 3,210 | $ 12,054 | $ 18,876 | $ 12,377 |
Operating Segment Income (Loss) | ||||
Operating Income (Loss) | 2,768 | 10,438 | 16,778 | 10,344 |
Leasing Segment [Member] | Operating Segments [Member] | ||||
Operating Segment Revenues | ||||
Operating Revenues | 1,680 | 1,311 | 4,572 | 4,148 |
Operating Segment Income (Loss) | ||||
Operating Income (Loss) | 560 | 855 | 2,195 | 2,538 |
Utilities Segment [Member] | Operating Segments [Member] | ||||
Operating Segment Revenues | ||||
Operating Revenues | 813 | 785 | 2,539 | 2,409 |
Operating Segment Income (Loss) | ||||
Operating Income (Loss) | 124 | 206 | 630 | 635 |
Resort Amenities Segment [Member] | Operating Segments [Member] | ||||
Operating Segment Revenues | ||||
Operating Revenues | 359 | 330 | 1,030 | 1,105 |
Operating Segment Income (Loss) | ||||
Operating Income (Loss) | 192 | 123 | 357 | 419 |
Operating Segments [Member] | ||||
Operating Segment Revenues | ||||
Operating Revenues | 6,062 | 14,480 | 27,017 | 20,039 |
Operating Segment Income (Loss) | ||||
Operating Income (Loss) | 3,644 | 11,622 | 19,960 | 13,936 |
Operating Revenues | 6,062 | 14,480 | 27,017 | 20,039 |
Operating Income (Loss) | $ 2,688 | $ 10,394 | $ 15,724 | $ 9,681 |
Note 12 - Fair Value Measurem44
Note 12 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2016 | Aug. 05, 2016 | Dec. 31, 2015 |
Long-term Debt | $ 24,500 | $ 26,400 | $ 40,565 |